2004-005
RESOLUTION NO. 2004-05
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY
MANAGER TO EXECUTE PURCHASE AND SALE
AGREEMENT, IN SUBSTANTIALLY THE FORM
ATTACHED, BETWEEN GULFSTREAM PARK RACING
ASSOCIATION, INC. AND THE CITY OF AVENTURA FOR
THE PURCHASE OF SIX ACRES ADJACENT TO
WATERWAYS PARK FOR THE PURCHASE PRICE OF
$3,800,000; AND PROVIDING 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 authorized to execute Purchase and Sale
Agreement, in substantially the form attached, between Gulfstream Park Racing
Association, Inc., and the City of Aventura for the purchase of six acres adjacent to
Waterways Park for the purchase price of $3,800,000 to be utilized to expand
Waterways Park.
Section 2.
This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Holzberg, who moved its
adoption. The motion was seconded by Commissioner Cohen, and upon being put to a
vote, the vote was as follows:
Commissioner Zev Auerbach
Commissioner Ken Cohen
Commissioner Bob Diamond
Commissioner Manny Grossman
Commissioner Harry Holzberg
Vice Mayor Jay R. Beskin
Mayor Jeffrey M. Perlow
yes
yes
yes
yes
yes
yes
yes
Resolution No. 2004-~
Page 2
PASSED AND ADOPTED this 6th day of January, 2004.
ATTEST:
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TERESA M. SOROKA, CMC
CITY CLERK -'.
APPROVED AS TO LEGAL SUFFICIENCY:
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CITY ATTORNEY
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into
as of the _ day of January, 2004 between GULF STREAM PARK RACING
ASSOCIATION, INC., a Florida corporation ("Seller"), and the CITY OF A VENTURA, a
Florida municipal corporation ('Purchaser").
RECITALS
1. Seller is the owner of the Property (as herein after defined) located in the City of
Aventura, Miami-Dade County, Florida;
2. Seller is also the owner of the Adjacent Property (as herein after defined) located
in the City of Aventura, Miami-Dade County, Florida;
3. Purchaser desires to purchase and Seller desires to sell the Property (hereinafter
defined), upon the terms and conditions hereinafter set forth; and
4. Seller desires to develop the Adjacent Property for a residential development
with, at Seller's option, a marina and access to the Intercoastal Waterway.
NOW, THEREFORE, for and in consideration of the mutual covenants and promises
contained herein and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Purchaser and Seller agree as follows:
SECTION 1: DEFINITIONS
For purposes of this Agreement, each of the following terms, when used herein with an
initial capital letter, shall have the following meaning:
1.1 Adiacent Park. The real property owned by Purchaser located adjacent to the
Property and more specifically described on Exhibit "K" attached hereto and made a part hereof.
1.2 Adiacent Property. The improved real property owned by Seller located adjacent
to the Property and more specifically described on Exhibit "F" attached hereto and made a part
hereof.
1.3 Business Day. Monday through Friday excluding bank holidays on which
national banking associations in Miami-Dade County are authorized to be closed.
1.4 Closing. The closing and consummation of the purchase and sale of the Property
as contemplated by this Agreement.
1.5 Closing Date (or Date of Closing). The date upon which Closing occurs.
1.6 Condemnation Proceeding. Any proceeding or threatened proceeding In
condemnation, eminent domain or written request in lieu thereof.
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1.7 Deed. The special warranty deed of conveyance of the Real Property from Seller
to Purchaser.
1.8 Earnest Monev. The funds to be paid by Purchaser to Escrow Agent pursuant to
Section 3 hereof; plus any interest earned thereon.
1.9 Easement Agreement. An easement agreement substantially in the form attached
hereto as Exhibit "J" pursuant to which Purchaser will grant easements to the Seller for the
following purposes: (a) an easement over a portion of the Purchaser's Adjacent Park with regard
to the Canal Expansion Project, (b) twenty foot (20') utility easement along the northern and
western perimeters of the Property for the benefit of the Seller's Adjacent Property,
(c) stormwater drainage easement upon certain portions of the Property for storm water drainage
from the Seller's Adjacent Property through the Property, and (d) a temporary canal construction
and permanent maintenance easement on the north twenty feet (20') of the Property, all as more
particularly described therein.
1.1 0 Effective Date. The date when the last one of Seller or Purchaser has signed and
initialed all changes to this Agreement.
1.11 Environmental Report. The environmental assessment audit to be conducted by
Purchaser's environmental engineer, at Purchaser's expense, with respect to the Property,
certified and delivered to Purchaser, a copy of which shall be provided to Seller within five (5)
days of Purchaser's receipt thereof.
1.12 Environmental Requirement. All laws, statutes, ordinances, rules, regulations,
orders, codes, licenses, permits, decrees, judgments, directives or the equivalent of or by any
federal, state or local governmental authority and relating to or addressing the protection of the
environment or human health and relating to the Property.
1.13 Escrow Agent. Weiss Serota Helfman Pastoriza Guedes Cole & Boniske, P.A.
1.14 Evidence of Authoritv. Evidence of authority for the execution and performance
of this Agreement by Seller and Purchaser including, without limitation, (1) as to Seller,
necessary resolutions, authorizations and consents of Seller and its members including the
productiorrof allY Sdkr organizational documents as may be reasonably required by the Title
Company and (2) as to Purchaser necessary resolutions, authorizations and consents of
Purchaser, the City Commission of the City of A ventura and such other evidence of authority as
Seller may reasonably request.
1.15 Governmental Authoritv. Any federal, state, county, municipal or other entity,
authority, commission, board, bureau, court, agency or any instrumentality of any of them.
1.16 Hazardous Substances. Any material or substance that, whether by its nature or
use, IS now or hereafter defined as hazardous waste, hazardous substance, pollutant or
contaminant under any Environmental Requirement, or which is toxic, explosive, corrosive,
flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and which is
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2
regulated under any Environmental Requirement, or which is or contains asbestos, PCB's,
petroleum, gasoline, diesel fuel or another petroleum hydrocarbon product.
1.17 Improvements. All structures, fixtures, including, without limitation, all utility
systems and drainage facilities, if any, and any other improvements and facilities located on the
Land. The Improvements specifically include any existing underground improvements such as
storm water management, irrigation, and water and sanitary sewer systems and related
appurtenances. The parties acknowledge the Land is vacant and there may not be any
Improvements.
1.18 Intangible Property. All intangible property owned by Seller and used solely in
connection with or solely relating to the ownership, use, development, operation, management,
occupancy or maintenance of the Land including, but not limited to, the Permits and all public
and private contract rights and development or usage rights of Seller with respect to the Land.
I. I 9 Land. The unimproved real property more particularly described on Exhibit "A"
attached hereto and incoJ1lorated herein by reference and appurtenant easements thereto, together
with all of Seller's right, title and interest in and to all easements, rights of way, strips and gores
of land, tenements, hereditaments and appurtenances, reversions, remainders, privileges, licenses
and other rights and benefits belonging solely to, running solely with or in any way relating
solely thereto; together with all right, title and interest of Seller (if any) in and to any land lying
in the bed of any street, road or highway, open or proposed, in front of, abutting or adjoining the
Land.
1.20 Legal Requirement. All laws, statutes, codes, acts, ordinances, orders, judgments,
decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and
requirements of all Governmental Authorities and quasi-governmental authorities, officials,
agencies, and officers, ordinary or extraordinary, which now are applicable to the Property or the
Adjacent Property or any use, operation or condition thereof.
1.21 Owner's Title Policy. An Owner's marketability policy of title insurance issued
by the Title Company, at Purchaser's expense, on the most current ALTA Form for the Property
in the amount of the Purchase Price, subject only to the Permitted Exceptions, and containing
such additional endorsements permitted under Florida title insurance regulations as requested by
Purchaser.
1.22 Permits. All consents, notices of completion, environmental and utility permits
and approvals authorizations, variances, waivers, licenses, permits, certificates and approvals
from any Governmental Authority or quasi-governmental authority issued or granted with
respect to the Property or the Adjacent Property now or prior to Closing.
1.23 Permitted Exceptions. Those matters identified or referred to in Section 5.3 and
such other title exceptions as may hereafter be approved in writing by Purchaser (or deemed to
have been approved by Purchaser) subject to and in accordance with the terms and provisions of
Section 5 herein.
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1.24 Person. Any individual. sole proprietorship, partnership, limited liability
partnership, joint venture, trust, unincorporated organization, association, corporation, limited
liability company, institution, entity, party or government (whether national, federal, state,
county, city, municipal or otherwise, including, without limitation, any instrumentality, division,
agency, body or department thereof).
1.25 Property. The following property:
1.25.1 The Land;
1.25.2 The Improvements; and
1.25.3 The Intangible Property and all interests of Seller therein.
1.26 Purchaser's Attornev. Weiss Serota Helfman Pastoriza Guedes Cole & Boniske,
PA., Attention: Steven W. Zelkowitz, Esq. Purchaser's Attorney's mailing address is 2665 South
Bayshore Drive, Suite 420, Miami, Florida 33133. Telephone: (305) 854-0800; Telecopier:
(305) 854-2323.
1.27 Real Property. The Land and the Improvements.
1.28 Remaining Commercial Propertv. The real property owned by Seller which is
more particularly described on Exhibit "H"
1.29 Rezoned Property. The real property owned by Seller, which is included in the
Adjacent Property, but is currently zoned "B-2" and more specifically described on Exhibit "I"
hereto.
1.30 Seller's Attornev: Greenberg Traurig LLP, Attention Clifford A. Schulman. Esq.
Seller's Attorney's mailing address is 1221 Brickell Avenue, Miami, Florida 33131. Telephone:
(305) 579-0613. Telecopier: (305) 579-071 7.
1.31 Seller Caused Monetary Lien. Any materialman's or mechanic's lien, mortgage
or other document recorded in the public records against the Property evidencing a monetary
obligation created by or through Seller.
1.32 Seller's Records. All books, records and documents maintained by Seller or
compiled by or at the request of Seller and in the possession or control of Seller specifically
relating to the ownership, use, development, operation, management, occupancy or maintenance
of the Property.
1.33 Submission Documents. The diligence items to be delivered to Purchaser
pursuant to Section 9 hereof, which include Seller's Records and the Permits.
1.34 Survey: An updated survey of the Land, at Purchaser's expense, prepared by a
licensed surveyor in the State of Florida, certified as meeting the minimum standards for survey
in the State of Florida. The Survey shall (i) show the square footage and acreage of the Land,
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(ii) show the location of any Improvements, utility and other lines and easements, either visible
or recorded, and the recording references of all the recorded easements shown on the Title
Commitment, (iii) show the elevation and flood zone information, and (iv) contain such other
items as may be reasonably required by Purchaser.
1.35 Title Commitment. The commitment for title msurance to be obtained by
Purchaser, at Purchaser's expense, pursuant to Section 5 below.
1.36 Title Company. First American Title Insurance Company.
SECTION 2: PURCHASE AND SALE
2.1 Purchase and Sale. Purchaser shall purchase the Property from Seller, and Seller
shall sell, convey, transfer and assign the Property to Purchaser, subject to and in accordance
with the terms and conditions of this Agreement.
2.2 As-Is: Except as otherwise expressly set forth in this Agreement, the Property is
being conveyed to Purchaser "as-is" and "where-is" without any representations or warranties of
any kind whatsoever including, without limitation, the environmental status and condition of the
Property. Purchaser has and will rely solely on Purchaser's own independent investigations and
inspections, and Purchaser has not relied and will not rely on any representation of Seller other
than as expressly set forth in this Agreement. Purchaser further acknowledges and agrees that,
except for the specific representations made by Seller in this Agreement, Seller has made no
representations, is not willing to make any representations, nor held out any inducements to
Purchaser other than those (if any) exclusively set forth in this Agreement; and Seller is not and
shall not be liable or bound in any manner by any express or implied warranties, guaranties,
statements, representations or information pertaining to the Property, except as may be
specifically set forth in this Agreement or in any document delivered by Seller to Purchaser or
the Title Company at Closing pursuant to Section 13 hereof. The provisions of this Section 2.2
shall expressly survive the Closing and the delivery of the deed.
SECTION 3: EARNEST MONEY
Within three Business Days after the Effective Date, Purchaser shall deposit in escrow
with the Escrow Agent Three Hundred Eighty Thousand and No/lOo-Boll",o ($380,000.00) as
Earnest Money, to be delivered to Seller at Closing and applied as a credit against the Purchase
Price (as defined below) at Closing. Escrow Agent shall hold and disburse the Earnest Money in
accordance with the terms of this Agreement. Escrow Agent shall invest the Earnest Money in a
United States federal government insured interest-bearing account of a financial institution
located in Miami-Dade, Broward or Palm Beach County, Florida. Purchaser and Seller agree to
sign all forms and reports reasonably required in connection with the holding and investing by
Escrow Agent of the Earnest Money. For purposes of reporting earned interest with respect to
the Earnest Money, Purchaser's Federal tax identification number is 65-0662615 and Seller's
Federal tax identification number is 59-0526292.
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SECTION 4: PURCHASE PRICE
The purchase price for the Property shall be Three Million Eight Hundred Thousand and
Noll 00 Dollars ($3,800,000.00) (herein referred to as the "Purchase Price"). The entire
Purchase Price, less the amount of the Earnest Money and subject to adjustments and prorations
as herein provided, shall be due and payable to the Seller by cashier's check or in immediately
available funds, by wire transfer, at Closing; it being understood that the Environmental
Contribution shall be paid into escrow by Seller at Closing in accordance with Section 10J.
SECTION 5: TITLE/SURVEY
Title to the Property shall be good and marketable and insurable fee simple title subject to
the Permitted Exceptions in an amount of the Purchase Price at no more than the Title
Company's ordinary or promulgated rates for the Owner's Title Policy.
5.1 Examination of Title. Prior to the Effective Date, Seller has delivered to
Purchaser's attorney a copy of Seller's existing title insurance policy covering the Property (First
American Title Insurance Company Policy No. FA-35-272947, issued October 26,1999 at 8:00
a.m., effective September 1,1999 at 3:00 p.m.) and copies of the exceptions with respect to the
Property as referenced therein. Purchaser may obtain, at Purchaser's expense, an AL T A
marketability title insurance commitment (the "Title Commitment") issued by the Title Company
covering the Land pursuant to which the Title Company agrees to issue the Owner's Title Policy
to Purchaser. The cost of the Title Commitment and the Owner's Title Policy shall be paid by
Purchaser.
5.2 Survev. The Seller has delivered to Purchaser an unsigned copy of that certain
survey of the Property by Michael D. Avirom, P.L.S., dated as of September 20, 2000 (the
"Original Survey"). At Purchaser's option, Purchaser may obtain the Survey. The cost of the
Survey shall be paid by Purchaser. The Purchaser and Seller acknowledge the condition of the
Property with (a) the existence of the easement in favor of Florida Power & Light Company
(identified as an overhead wire on the Original Survey and recorded June 27, 1957 in O.R.
Book 311, page 306, Miami-Dade County records) and (b) the existence and current location of
the power lines relating to such easement. If Purchaser is dissatisfied with the costs relating to
the relocation of said power lines, then Purchaser's sole right shall be to terminate this
Agreement by notifying Selleror Seller's Attorney of such termination on or before 5:00 p.m. on
the date which is thirty (30) days from the Effective Date, whereupon the Earnest Money shall be
refunded to Purchaser by the Escrow Agent and thereafter neither party hereto shall have any
further rights, obligations, or liabilities hereunder except to the extent that any right, obligation
or liability set forth herein expressly survives termination of this Agreement. If Purchaser fails
to timely notify Seller of such termination, then Purchaser shall be deemed to have waived its
right to terminate this Agreement pursuant to this Section 5.2 and to have accepted the condition
of the Property with the existence of such easement and the existence and current location of the
power lines.
5.3
Permitted Exceptions. The sale of the Property shall be subject to the following:
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5.3.1 The lien of all ad valorem real estate taxes and assessments for the tax
year in which Closing occurs, subject to proration as herein provided, and subsequent years;
5.3.2 Any items shown on the Title Commitment and approved or deemed
approved by Purchaser in accordance with Section 5.4 below;
5.3.3 All laws, ordinances, and governmental regulations, including, but not
limited to, all applicable building, zoning, land use and environmental ordinances and
regulations;
5.3.4 All restrictions, reservations, easements, covenants, agreements,
limitations and other matters appearing of record (provided that the foregoing exception shall not
be deemed to limit the rights and obligations of the Purchaser and Seller set forth in Sections 5.4
through 5.7, inclusive, below.
5.3.5 All matters which would be disclosed by an accurate survey of the Land
provided that the foregoing exception shall not be deemed to limit the rights and obligations of
the Purchaser and Seller set forth in Sections 5.4 and 5.7 below;
5.3.6 All matters deemed hereunder to be Permitted Exceptions; and
5.3.7 All matters created by, through or under Purchaser.
The above items described in this Section 5.3 are herein collectively referred to as the
"Permitted Exceptions."
5.4 Obiections to Title/Survev. Purchaser shall be entitled to object, in its reasonable
discretion, to any exceptions to title disclosed in the Title Commitment and/or matters shown on
the Survey which render title unmarketable by delivering written notice thereof to Seller no later
than the date which is thirty (30) days after the Effective Date, and if Purchaser shall fail to so
timely object, any matters shown on the Survey and/or Title Commitment shall be deemed
approved by Purchaser and considered Permitted Exceptions. In the event that Purchaser shall so
object to the Title Commitment and/or the Survey, Seller shall have the right (in Seller's sole
discretion) within fifteen (15) days after receipt of such notice to cure Purchaser's objections to
Purchaser's reasonable satisfaction, it being understood that Seller shall be under no obligation to
cure Purchaser's objections. In the event Seller is unwilling or unable to so cure such objections
within such fifteen (15) day period, Purchaser may (i) waive such objections or (ii) terminate this
Agreement by written notice to Seller given no later than the last day of such fifteen (15) day
period, in which event the Earnest Money shall be immediately returned to Purchaser and neither
Purchaser nor Seller shall have any further obligations hereunder, except obligations that
expressly survive the termination of this Agreement. If the Purchaser does not timely provide
such notice of cancellation, Purchaser shall be deemed to have waived such objections (and to
have approved and accepted same) and such objections shall be deemed Permitted Exceptions.
5.5 Cure of Seller Caused Monetarv Liens. Notwithstanding Section 5.4 above, if the
Title Commitment reveals the existence of a Seller Caused Monetary Lien, then Seller shall pay
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any amount due in satisfaction of each such Seller Caused Monetary Lien as to the Property only
(or otherwise cause the same to be removed as an exception in the Title Commitment) which
amount, at the option of Seller, may be paid from the proceeds of the Purchase Price at Closing.
5.6 Non-Seller Caused Monetary Liens. If the Title Commitment reveals the
existence of any non-consensual monetary obligations of Seller such as judgments ("Non-Seller
Caused Monetary Liens"), then, subject to the Cure Limit (as defined herein), Seller shall pay the
amount due in satisfaction of each Non-Seller Caused Monetary Lien as to the Property only (or
otherwise cause the same to be removed as an exception in the Title Commitment) which
amount, at the option of Seller, may be paid from the proceeds of the Purchase Price at Closing.
Notwithstanding the foregoing, if the amount of the Non-Seller Caused Monetary Liens, either
individually or in aggregate, exceeds Twenty-Five Thousand and 00/1 00 Dollars ($25,000.00)
(the "Cure Limit"), Seller shall have the right (in Seller's sole discretion) within fifteen (15) days
after receipt of Purchaser's title objection notice as set forth in Section 5.4 to advise Purchaser as
to whether it will pay the amount in excess of the Cure Limit necessary to satisfy the Non-Seller
Caused Monetary Liens. If Seller elects not to pay the amount in excess of the Cure Limit,
Purchaser shall have the options (on the same terms and conditions) as set forth in Section 5.4 (i)
and (ii) above.
5.7 Purchaser's Right to Terminate. If any title matter which renders title
unmarketable other than a matter disclosed in the Title Commitment or the Survey arises or
becomes known to Purchaser subsequent to the date of the Title Commitment (a "New Title
Matter") and such New Title Matter is (a) a Seller Caused Monetary Lien (b) a Non-Seller
Caused Monetary Lien the monetary amount any of which is not (in the aggregate together with
the monetary amount of any other Non-Seller Caused Monetary Liens) in excess of the Cure
Limit or (c) was created or consented to by Seller, then Seller shall cure the New Title Matter, at
Seller's expense, on or before Closing. If the New Title Matter is (x) a Non-Seller Caused
Monetary Lien the monetary amount any of which is (in the aggregate together with the
monetary amount of any other Non-Seller Caused Monetary Liens) in excess of the Cure Limit
or (y) was not created or consented to by Seller, then Seller may (at its sole option, but shall not
be obligated to) cure same until the earlier of (i) five (5) Business Days of Seller's receipt of
written notice thereof or (ii) the Closing Date, and if such New Title Matter is not cured within
such period, then Purchaser may, at its sole option, exercised by written notice to Seller within
five (5) Business Days following the expiration of the five (5) Business Day cure period, either
(i) terminate this Agreement and receive a refund of the Earnest Money or (ii) elect to close and
accept title to the Property subject to such New Title Matters without claim against the Seller
therefor and without reduction to the Purchase Price in which case all such New Title Matters
shall be deemed Permitted Exceptions. In the event of termination, neither party hereto shall
have any further rights, obligations or liabilities hereunder except to the extent that any right,
obligation or liability set forth herein expressly survives termination of this Agreement.
SECTION 6: SELLER'S REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to Purchaser and covenants and agrees with Purchaser, on
and as of the date hereof, to be certified to Purchaser on or as of the Closing, as follows:
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6.1 Title: Seller is the fee simple owner of the Land and Improvements free and clear
of all encumbrances except for any encumbrances disclosed in the Submission Documents and
the Permitted Exceptions (without modification arising with regard to Purchaser's rejection or
disapproval of any of the items pursuant to this Agreement).
6.2 Organization. Power and Authority. Seller is a corporation duly formed, validly
existing and in good standing under the laws of the State of Florida. Seller is, to the extent
required by law, duly qualified to do business in the State in which the Property is located and
has all necessary corporate power to execute and deliver this Agreement and perform all its
obligations hereunder. The execution, delivery and performance of this Agreement by Seller
(i) has been duly and validly authorized by all necessary action on the part of Seller, and (ii) does
not conflict with or constitute a breach of, or constitute a default under, any material contract,
agreement or other instrument by which Seller or the Property is bound or to which Seller is a
party.
6.3 No Bankruotcy. Seller is not a party to any voluntary or involuntary proceedings
under any applicable laws relating to the insolvency, bankruptcy, moratorium or other laws
affecting creditors rights to the extent that such laws may be applicable to Seller or the Property.
6.4 No Litigation. To its actual knowledge, Seller is not a party to or affected by any
litigation, administrative action, investigation or other goverrunental or quasi-goverrunental
proceeding which would have or could reasonably be expected to have a material adverse effect
upon the Property or upon the ability of Seller to fulfill its obligations under this Agreement. To
Seller's actual knowledge, there are no lawsuits, administrative actions, goverrunental
investigations or similar proceedings pending or to the Seller's actual knowledge threatened
against or adversely affecting the Property or any portion thereof or any interest therein.
6.5 No Violations. To Seller's actual knowledge, there are no presently outstanding
and uncured notices of any violations of any Legal Requirements, and to Seller's actual
knowledge, no Person capable of issuing such notice of violation has threatened to issue a notice
of violations.
6.6 Assessments. Seller has no actual knowledge and Seller has not received written
notice of any assessments by a public body, whether municipal, county or state imposed,
contemplated or confirmed and ratified against any of the Property for public orjirivate
improvements which are now or hereafter payable.
6.7 No Rights to Purchase. To Seller's actual knowledge, except for this Agreement,
Seller has not entered into any agreement, commitment, option, right of first refusal or any other
agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or
any portion of the Property which is currently in effect.
6.8 Parties in Possession. Other than Seller, there are no parties in possession of any
portion of the Real Property as lessees, tenants at sufferance or trespassers, to Seller's actual
knowledge.
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6.9 Umecorded Agreements Restricting Use of the Propertv. To Seller's actual
knowledge, Seller has not executed or caused to be executed any document with or for the
benefit of any Governmental Authority restricting the development, use or occupancy of the
Property that is not recorded in the land records of the county in which the Real Property is
located or has not been specifically disclosed in writing to Purchaser.
6.10 Actual Knowledge. As used in this Agreement or in any Exhibit attached hereto,
any reference to "actual knowledge" of Seller shall mean the present, actual knowledge of Scott
Savin, President and General Manager of Seller, provided however, that he shall not have done
any investigation with respect to such matters, nor shall he be under any duty of inquiry.
6.11 Effect of Purchaser's Knowledge. Purchaser shall be deemed to have waived in
full any breach of any of Seller's representations and warranties and covenants and agreements
of which Purchaser has actual knowledge at Closing.
6.12 Survival. The foregoing representations, warranties, covenants and agreements of
Seller in this Section 6 shall survive the Closing or termination of this Agreement for a period of
one (1) year thereafter, except for Section 6.1 which shall not survive the Closing.
SECTION 7: PURCHASER'S REPRESENTATIONS AND WARRANTIES
Purchaser represents and warrants to Seller and covenants and agrees with Seller that the
following facts and conditions exist and are true as of the date hereof and shall exist and be true
(and certified as such) as of the date of the Closing.
7.1 Purchaser is a validly formed municipal corporation in good standing organized
and existing under the laws of the State of Florida and has all requisite power and authority to
purchase the Property and to enter into and perform its obligations hereunder. The execution,
delivery and performance of this Agreement by Purchaser (i) has been duly and validly
authorized by all necessary action on the part of Purchaser, (ii) has been approved by the
Purchaser in accordance with the laws of the State of Florida, the Charter of the Purchaser and
the Purchaser's Code of Ordinances, and (iii) does not conflict with or constitute a breach of, or
constitute a default under, any contract, agreement or other instrument by which Purchaser or the
Property is bound or to which Purchaser is a party.
7.2 Purchaser presently has and will have at Closing all funds or financing necessary
to pay and deliver to Seller the cash Purchase Price.
SECTION 8: SELLER'S COVENANTS
From and after the date hereof, through and including the Closing Date, Seller agrees as
follows (each of which covenants is a condition to Purchaser's obligations to close under this
Agreement and must be satisfied by Seller or waived by Purchaser in writing prior to Closing):
ftl-srvOl\423950vll
10
8.1 Insoection of Propertv. Subject to Section 9.2, Seller will allow Purchaser and its
agents and contractors to enter upon the Property for any purpose in connection with Purchaser's
proposed purchase, use and operation of the Property.
8.2 Management Prior to Closing. Between the date of this Agreement and the
Closing Date, Seller shall maintain the Property in substantially the same physical condition as
on the date of Seller's execution of this Agreement (other than as a result of a force majeure).
8.3 Notices. Seller shall, promptly upon Seller's obtaining actual knowledge thereof,
provide Purchaser with a written notice of any event which has a material adverse effect on the
physical condition of the Property.
8.4 Notices of Violation. Promptly after Seller obtains actual knowledge or upon
receipt of written notice thereof, Seller has provided or shall provide Purchaser with written
notice of any violation of any Legal Requirements affecting the Property, any service of process
relating to the Property or which affects Seller's ability to perform its obligations under this
Agreement or any other correspondence or notice received by Seller which has or has the
potential to have a material adverse effect on the Property. Promptly after Purchaser obtains
actual knowledge or upon receipt of written notice thereof, Purchaser has provided or shall
provide Seller with written notice of any service of process which affects Purchaser's ability to
perform its obligations under this Agreement. .
8.5 Notification of Change of Circumstances. Each of Purchaser and Seller shall
provide the other with written notice of any transaction or occurrence prior to Closing which
could make any of the warranties, representations, covenants and agreements of such party under
this Agreement not true with the same force and effect, as ifmade on or as of the date hereof.
8.6 Seller's Cooperation. If requested by Purchaser, Seller will promptly execute all
petitions, applications, easements, plats, site plans, waivers of plats, and other documents which
Purchaser may reasonably request and otherwise reasonably cooperate with Purchaser in
connection with Purchaser obtaining or granting any permit, plat, waiver of plat, site plan
approval, easement, right-of-way dedication, rezoning, right-of-way deed, variance or other
administrative authorization (each an "Authorization") required for Purchaser's proposed
development of the Real Property and permitted prior to Closing, provided however, that such
cooperation shall be at no cost (other than internal review costs) or liability to Seller and none of
the foregoing Authorizations shall be effective prior to Closing.
8.7 Survival. None of the covenants contained in this Section 8 shall survive Closing
and the delivery of the Deed, except that Seller's obligations under Section 8.6 shall survive the
Closing.
SECTION 9: PURCHASER'S DUE DILIGENCE AND INSPECTION OF
PROPERTY
9.1 Documents to be Delivered by Seller. Within ten (10) calendar days after the
Effective Date, Seller shall provide to Purchaser copies of all documents, records, reports,
ftl-srvOt\423950vll
11
studies, data and information, if any, relating solely to the Property in Seller's possession,
including, without limitation, any existing tests, surveys, title policies, licenses, permits,
engineering and/or environmental analyses, soil test borings, Seller's Records, Permits and tax
bills, if any, (the "Submission Documents"). The Seller shall continue up until the Closing to
provide any material Submission Document received by Seller after the Effective Date.
9.2 Inspection of Property. Purchaser or its appointed agents or independent
contractors shall have, at all reasonable times prior to the Closing, the privilege of going upon
the Real Property, at Purchaser's sole cost and expense, to inspect, examine, test, investigate,
appraise and survey the Property, including, without limitation, soils and environmental tests and
inspections; provided, however, in the case of any intrusive inspection or test (e.g., core
sampling), Purchaser must obtain Seller's prior written consent (which consent shall not be
unreasonably withheld, delayed or conditioned) and in the case of any soil borings, Purchaser
agrees to provide for split sampling by its contractors. In exercising the privileges granted
pursuant to this subsection 9.2, Purchaser shall substantially restore the Property to the condition
existing prior to such activities on the Property. In consideration of Purchaser's right to inspect
the Property as described in this subsection 9.2, subject to the provisions and monetary
limitations of Section 768.28, Florida Statutes, Purchaser agrees to indemnify, defend and hold
Seller harmless from any actions, suits, liens, claims, damages, expenses, losses and liability for
damage of any kind arising from or attributable to any acts performed by Purchaser or its
appointed agents or independent contractors in exercising Purchaser's rights under this
subsection 9.2 (including, without limitation, any rights or claims of materialmen or mechanics
to liens on the Property, but excluding any matter to the extent arising out of the negligence or
misconduct of Seller). This agreement to indemnify Seller shall survive the Closing and any
termination of this Agreement. In conducting any inspections, investigations or tests of the
Property and/or Submission Documents, Purchaser and its agents and representatives shall:
(i) not interfere with the operation and maintenance of the Property; (ii) not damage any part of
the Property or any personal property owned or held by any party; (iii) maintain comprehensive
general liability (occurrence) insurance in an amount of not less than TWO MILLION AND
00/100 DOLLARS ($2,000,000.00) covering any accident arising in connection with the
presence of Purchaser, its agents and representatives on or relating to the Property, and listing
Seller as an additional insured under such policy and shall deliver a certificate of insurance
verifying such coverage to Seller prior to entry upon the Property; (iv) not injure or otherwise
cause bodily harm to Seller, or its respective agents, guests, invitees, contractors and employees
or their guests or invitees; (v) comply with all applicable laws; (vi) promptly pay when due the
costs of all tests, investigations, and examinations done with regard to the Property; (vii) not
permit any liens to attach to the Property by reason of the exercise of its rights hereunder;
(viii) repair any damage to the Property resulting directly or indirectly from any such inspection
or tests; and (ix) not reveal or disclose prior to Closing any information obtained concerning the
Property and the Submission Documents except as may be otherwise required by law and as set
forth in Section 10.1 below.
9.3
Intentionallv Omitted.
ftl-srvOl\.4239S0...ll
12
SECTION 10:
ENVIRONMENT AL REMEDIATION
10.1 Purchaser's Remediation Obligation. Subject to the Seller's obligations in
Section 10.3 below, following the Closing, Purchaser agrees to be solely responsible for, and
cause to be performed, any environmental clean up and remediation arising under Environmental
Requirements with respect to Hazardous Materials located in, on, or under the Property. The
parties acknowledge that Purchaser has obtained an Envirorunental Report assessing the presence
of any Hazardous Materials on the Property. Said Envirorunental Report has disclosed
Hazardous Materials on the Property. Purchaser is hereby authorized to disclose said
information to the applicable Goverrunental Authorities in order to evaluate, formulate, and
agree upon the necessary envirorunental clean-up and remediation obligations associated with
such Hazardous Materials. Purchaser's disclosure of such information to the applicable
Goverrunental Authorities shall in no way alter, modify, or diminish its right to terminate this
Agreement as set forth in this Agreement. The foregoing obligation does not include any liability
and/or obligations associated with Hazardous Materials that may have migrated off the Property
to adjacent properties. The liability and obligations associated with such off-site contamination
shall be governed by applicable Envirorunental Requirements. Purchaser hereby agrees to release
Seller from any and all liability (other than the Envirorunental Contribution) relating in any way
to the envirorunental clean up and remediation of or on or under the Property, arising under
Envirorunental Requirements with respect to Hazardous Materials located in, on or under the
Property and/or relating to the envirorunental condition or status of the Property; provided,
however, that Purchaser does not release Seller from any liability relating in any way to any
release, discharge, spill or other event which first occurs after the Closing Date on Seller's
Adjacent Property which causes envirorunental contamination of or on or under the Property.
10.2 Selection of Environmental Remediation Contractor: Remediation Standards.
Purchaser agrees to select the contractor (the "Envirorunental Contractor") to perform the
envirorunental clean-up and remediation work in accordance with City of Aventura Code
Sections 2-251 through 2-260, inclusive, requirements regarding contractor procurement and as
set forth herein. Purchaser shall obtain bids or proposals from at least three qualified, licensed,
independent contractors to perform the clean-up services and agrees to submit such bid packages
or requests for proposals, and bids or proposals to Seller in advance of Purchaser's requests for
bids or proposals, and selection of a contractor for Seller's review and corrunent including with
respect to the choice of contractor and the scope and timing of the work to be performed. Prior
to entering into any agreement for the performance of the environmental clean-up and
remediation work, the Purchaser shall provide to the Seller the proposed agreement including
scope of work and cost estimates for Seller's review. Notwithstanding anything herein to the
contrary, the Seller shall have no liability from the choice of the Environmental Contractor and
Purchaser expressly releases Seller from any such liability.
10.3 Seller's Payment of Envirorunental Remediation Costs. In consideration of
Purchaser's agreement to perform the envirorunental clean-up and remediation work as set forth
in Section 10.1 above, Seller agrees to contribute up to One Million and NollOO Dollars
($1,000,000.00) (the "Envirorunental Contribution") to the costs thereof, which costs shall
include, but not be limited to, labor and materials, contractor's overhead and profit, Hazardous
ftl-srvOI\423950vll
13
Materials transportation and disposal costs, all fines, penalties, costs, and expenses assessed by
the applicable Governmental Authorities, and attorneys' fees and costs incurred by Purchaser in
connection with the foregoing except any such costs attributable to the acts of Purchaser
(collectively, the "Remediation Costs"). As the environmental clean-up and remediation work as
set forth in Section 10.1 above will not be performed until after the Closing, Seller hereby
authorizes Escrow Agent to retain the Environmental Contribution from Seller's closing
proceeds and disburse the Environmental Contribution to pay third parties or reimburse
Purchaser, as applicable, for the Remediation Costs. Prior to the disbursement by Escrow Agent
of any Remediation Costs, Purchaser shall provide Seller with written notice thereof specifying
the basis and amounts of such costs for Seller's review and pre-approval, which shall not be
unreasonably withheld or conditioned; it being acknowledged and agreed that payments made
pursuant to the agreement with the Environmental Contractor are not subject to dispute by the
Seller. The remaining balance of the Environmental Contribution shall be disbursed by Escrow
Agent to Seller upon the occurrence of the earlier of either (a) the completion of the
environmental clean-up and remediation work as set forth in Section 10.1 above as evidenced by
the appropriate approvals and documentation from the applicable Governmental Authorities
including, but not limited to, no further action letters or (b) the date which is twenty four (24)
months from the Closing Date (the "Outside Remediation Date"), provided that if, upon such
Outside Remediation Date, the environmental clean-up and remediation work as set forth in
Section 10.1 above is not completed as set forth in subparagraph (a), Purchaser at its sole option
may extend the Outside Remediation Date for a period of time not to exceed six (6) months
from the Outside Remediation Date by giving ten (10) Business Days prior written notice thereof
to Seller so long as (i) Purchaser is and has been diligently and actively pursuing the
environmental clean-up and remediation work as set forth in Section 10.1 above and
(ii) Purchaser delivers to Seller a written certification from the Environmental Contractor to
Seller that the environmental clean-up and remediation work as set forth in Section 10.1 above
will take such additional time.
10.4 Remediation Standards. The environmental clean-up and remediation work shall
be that work minimally required by applicable Environmental Requirements as approved by
applicable Governmental Authorities for use of the Property as a park facility, without
consideration of future uses. Purchaser, at its sole option and expense, may do more extensive
environmental clean-up and remediation work on the Property (but any such expense shall not be
paid for out of the Environmental Contribution). Seller shall have.-thirty (30) days to review and
comment on the Environmental Contractor's proposed plan for remediation and clean-up. In the
event that Seller fails to provide such comments within such thirty (30) day period, the remainder
of this Section 10.4 is inapplicable. In the event that, based on applicable Environmental
Requirements, Seller believes that the proposed environmental clean-up and remediation work is
more extensive than that which the applicable Governmental Authorities would approve as a
minimum requirement, Seller shall have an additional thirty (30) days in which to seek such a
written determination from the applicable Governmental Authorities; provided, however, if such
written determination is not made by the applicable Governmental Authorities within such
additional thirty (30) day period, the parties agree to proceed with the environmental clean-up
and remediation work as proposed by the Environmental Contractor. Purchaser shall use
ftl-srvOl\423950vll
14
reasonable efforts to cause the Environmental Contractor to incorporate Seller's comments into
the plan for remediation and clean-up.
10.5 Status of WorkINotice of Hearings. Purchaser shall provide periodic updates to
Seller of the progress of the Environmental Contractor. Purchaser shall provide advance notice
and opportunity to appear to Seller of any public hearings regarding the environmental
remediation and clean-up.
10.6 Survival. The provisions of this Section 10 shall expressly survive the Closing
and delivery of the Deed.
SECTION 11:
CLOSING
The Closing Date shall occur on the date which is one hundred and fifty (150) days from
the Effective Date; provided, however, that the Closing Date may be extended by Seller in its
sole option by delivering written notice thereof to Purchaser at least five (5) Business Days prior
to aforementioned Closing Date if the Seller's condition precedent set forth in Section 11.4.3
shall not be satisfied as of the Closing Date so long as Seller timely submitted the Required
Applications (as defined below) as required by Section 11.4.3 and is with reasonable diligence
and in good faith pursuing satisfaction of such condition precedent. Said extension shall only be
until such time as the condition precedent is satisfied and in no event more than thirty (30) days.
The Closing shall be held at the offices of Purchaser's Attorney, at a time mutually acceptable to
both parties. If no such selection is timely made, the Closing shall be held at 10:30 a.m. local
time on the Closing Date or at such other time or such other place as may be mutually agreed in
writing by the parties hereto.
11.1 Delivery: Possession. At Closing, Seller shall deliver to Purchaser the items
required of Seller under this Agreement, and Purchaser shall deliver to Seller the balance of the
Purchase Price (after crediting the Earnest Money and making other adjustments and prorations
as provided herein and less the Environmental Contribution) and the other items required of
Purchaser under this Agreement. Seller shall deliver possession of the Property to Purchaser,
subject only to the Permitted Exceptions at the time of Closing. Risk of loss shall remain with
Seller until Closing.
11.2 Closing Costs.
11.2.1 Seller's Costs. Seller shall pay (i) the fees and expenses of Seller's
attorneys, (ii) the documentary stamps and surtaxes due on the Deed, and (iii) the cost of
recording any corrective instruments, if any.
11.2.2 Purchaser's Costs. Purchaser shall pay (i) any costs incurred by Purchaser
in preparing and performing its due diligence investigations, (ii) the cost of the Title
Commitment, (iii) the premium for the Owner's Title Policy, (iv) the cost of recording the Deed,
(v) the cost of the Survey, and (vi) the fees and expenses of Purchaser's attorneys.
ftl_srvOl\42J950vll
15
11.2.3 Other Costs. Any other costs not specifically provided for in
subsection 11.2.1, subsection 11.2.2 or otherwise pursuant to the terms of this Agreement shall
be paid by the party who incurred those costs, or if neither party is charged with incurring any
such costs, then by the party customarily assessed for such costs in the place where the Property
is located. Any escrow fees, document preparation charges of the Title Company and other
escrow related charges of the Escrow Agent in its capacity as escrow agent only shall be paid by
Purchaser.
11.2.4 Survival. The provisions of this subsection 11.2 shall survive the Closing
and the delivery of the Deed for a period of one (1) year thereafter.
11.3 Purchaser's Conditions to Closing. Purchaser's obligation to purchase the
Property is expressly conditioned upon the fulfillment or satisfaction of each of the following
conditions precedent on or before the Closing Date (any of which may be waived only in writing
by Purchaser in its discretion):
11.3.1 Seller shall have fully performed in all material respects each undertaking
and covenant and agreement to be performed by Seller under this Agreement including, but not
limited to, delivery of all items and documents required under Section 13 below;
11.3.2 Each representation and warranty made in this Agreement by Seller shall
be complete, true and accurate in all material respects;
11.3.3 Except as cured by Seller or otherwise approved or waived in writing by
Purchaser, no event shall have occurred which may have a material adverse effect on the
physical condition of the Property.
If any of the foregoing conditions are not satisfied at or before the Closing Date, then
Purchaser, as its sole remedy may either (I) terminate this Agreement by written notice to Seller,
in which event the Earnest Money shall be returned to Purchaser and the parties shall be released
from all obligations and liabilities under this Agreement except those that expressly survive
termination of this Agreement or (2) elect to close and accept the Property and title thereto "as
is" without claim against the Seller therefor and without reduction to the Purchase Price. If the
Purchaser does not timely deliver to Seller such notice of termination by the Closing Date, then
Purchaser shall be deemed to have elected to proceed pursuant to subsection (2) of the preceding
sentence. If the failure of any of the foregoing would constitute a default hereunder, Purchaser
shall have the rights and remedies provided in Section 18.
11.4 Seller's Conditions to Closing. Seller's obligation to sell the Property is expressly
conditioned upon the fulfillment or satisfaction of each of the following conditions precedent on
or before the Closing Date (any of which may be waived only in writing by Seller in its
discretion):
11.4.1 Purchaser shall have fully performed in all material respects each
undertaking and covenant and agreement to be performed by Purchaser under this Agreement;
ftl_srvOl\4239S0vll
16
11.4.2 Each representation and warranty made in this Agreement by Purchaser
shall be complete, true and accurate in all material respects;
11.4.3 Seller shall have obtained from Purchaser "Final Approval" (which for
purposes of this Agreement shall mean that all appeal periods have expired without the filing of
an objection, or if an objection is filed within the appeal period, such objection is resolved in
Seller's favor) of (a) zoning district boundary change (the "Zoning Change") for the Adjacent
Property, which would increase the portion of the Adjacent Property in the MO (Medical Office)
zoning district, such that the Rezoned Property would be included in the MO (Medical Office)
zoning district and the Remaining Commercial Property would remain in the B-2 Commercial
zoning district, and (b) a conditional use application (the "CUA") for the portion of the Adjacent
Property in the MO (Medical Office) zoning district (including the portion currently zOned MO
and the Rezoned Property) all for a mixed use project including residential which does not to
exceed twenty (20) stories in height and a residential density of thirty-five (35) dwelling units
per gross acre and with only such conditions that are acceptable to Seller (in its sole discretion)
(collectively the "Required Approvals"). Within 60 days after the Effective Date, Seller agrees,
at no cost or expense to Purchaser (except its review costs), to submit to the Purchaser complete
applications for the Required Approvals for the Adjacent Property (including the ReZOned
Property) as set forth above (collectively, the "Required Applications"), and thereafter diligently,
expeditiously, and in good faith prosecute the Required Applications. Without limiting the
foregoing, Seller agrees to submit the Required Applications to Purchaser within sixty (60)
calendar days after the Effective Date. Purchaser agrees to process Seller's Required
Applications in accordance with applicable laws as set forth in its Code. Seller and Purchaser
acknowledge and agree that the Final Approval of the Required Applications for a mixed use
project including residential which does not to exceed twenty (20) stories in height and a
residential density of thirty-five (35) dwelling units per gross acre and with only such conditions
that are acceptable to Seller (in its sole discretion) and the adoption of a Resolution consistent
therewith are conditions precedent to the Closing of the sale and purchase of the Property.
Within fifteen (15) Business Days following the approval by the City Commission of Aventura,
not Final Approval, of the Required Applications and adoption of a Resolution consistent
therewith, Seller shall provide Purchaser with written notice identifying which, if any, of the
conditions of the Required Approvals are unacceptable to Seller ("Seller's Objection Notice"). If
Seller fails to provide Seller's Objection Notice to Purchaser within such fifteen (15) Business
Days period, then Purchaser shall provide notice to Seller of such failure to provide Seller's
Objection Notice {"Purchaser's Reminder Notice"). Seller's continued failure to provide Seller's
Objection Notice to Purchaser within seven (7) Business Days after Seller's receipt of
Purchaser's Reminder Notice shall be deemed Seller's acceptance of all conditions of the
Required Approvals and, upon Final Approval, the condition precedent set forth in this
Section 11.4.3 shall be deemed satisfied. Seller and Purchaser further acknowledge and agree
that (i) this Agreement and Purchaser's obligation to process the Required Applications in
accordance with applicable law are not contract zoning, (ii) Purchaser makes no representations
and/or warranties that the Required Applications will be approved, and (iii) the terms and
conditions of this Agreement shall in nO way be deemed or construed as Purchaser's agreement
to support the Required Applications.
ftl-~rvO 1\423950vll
17
If the failure of any of the foregoing conditions are not satisfied at or before the Closing
Date, then in addition to any remedy available to Seller under this Agreement, Seller may
terminate this Agreement by written notice to Purchaser, in which event the Earnest Money shall
be delivered to Seller as agreed as liquidated damages and the parties shall be released from all
obligations and liabilities under this Agreement except those that expressly survive termination
of this Agreement; provided, however, that if any of the foregoing would constitute a default
hereunder, Seller shall have the rights and remedies provided in Section 18.
SECTION 12:
PRORATIONS AND CREDITS AT CLOSING
All prorations provided to be made "as of the Closing Date" shall each be made as of
II :59 p.m. local time on the date immediately preceding the Closing Date. In each proration set
forth below, the portion thereof allocable to periods beginning with the Closing Date shall be
credited to Purchaser, or charged to Purchaser, as applicable, at Closing or, in the case of
allocations made after Closing, upon receipt of such payments or invoice as of the Closing Date.
Except as may otherwise be specified herein, the following items shall, as applicable, be prorated
between Purchaser and Seller or credited to Purchaser or Seller:
12.1 Propertv Taxes and Assessments.
12.1.1 Taxes. Seller acknowledges and agrees that the Property is being
purchased by an exempt governmental entity and that the Seller must comply with
Section 196.295, Florida Statutes, regarding real estate taxes. In connection with the foregoing,
prior to Closing, Seller, at Seller's cost and expense, shall cause the Miami-Dade County
Property Appraiser and Tax Collector, as applicable, to identify in writing the amount of prorated
real estate taxes to be paid to the Miami-Dade County Tax Collector in order to comply with
Section 196.295, Florida Statutes. If for any reason the foregoing is not accomplished by the
Closing Date, a portion of Seller's proceeds of this transaction as deemed necessary by the Title
Company shall be placed in escrow pending receipt of such information from the Miami-Dade
County Tax Collector. Upon Closing, Seller hereby authorizes disbursement to the Miami-Dade
County Tax Collector of the amount necessary to comply with Section 196.295, Florida Statutes.
Seller shall remain responsible for, and promptly pay to the Miami-Dade County Tax Collector,
any underpayments. Seller shall retain all right, title and interest in any tax refunds for years
prior to the Closing (and Purchaser agrees to promptly pay same to Seller upon receipt thereof).
12.1.2 Special Assessments. Certified, confirmed and ratified special assessment
liens as of Date of Closing (and not as of the date of this Agreement), if any, shall be paid by
Seller or Purchaser shall receive a credit therefor. Pending liens as of Date of Closing shall be
assumed by Purchaser; provided, however, that where the improvement for which the special
assessment was levied, had been substantially completed as of the date of this Agreement, such
pending liens shall be considered as certified, confirmed or ratified and Seller shall, at Closing,
be charged an amount equal to the estimated assessment for the improvement. Notwithstanding
the foregoing, to the extent any of the foregoing certified, confirmed or ratified liens are payable
in installments, Purchaser shall take title subject to such lien(s) and shall assume the balance of
such installment payments. In such event, the installment payments for the year of Closing shall
be prorated as of 12:01 A.M. of the Closing Date. Seller shall retain all right, title and interest in
f\l-SMI\423950vll
18
any refunds for any such special assessments for periods prior to Closing (and Purchaser agrees
to promptly pay same to Seller upon receipt thereof).
12.2 Other Matters. Seller and Purchaser shall make such other adjustments and
apportionments as are expressly set forth in this Agreement.
12.3 Survival The provisions of this Section 12 shall survive the Closing and the
delivery of the Deed. In the event final figures have not been reached on any of the adjustments,
prorations or costs which are to be adjusted at or prior to Closing pursuant to this Section 12, the
parties shall close using adjustments and prorations reasonably estimated by Seller and
Purchaser, subject to later readjustment when such final figures have been obtained. The parties
hereto agree that they shall seek to determine the amounts of all prorations and adjustments
required hereunder on or before the Closing Date, if possible, and to the extent not then
obtainable within one (1) year of Closing.
SECTION 13:
CONVEYANCES AND DELIVERIES AT CLOSING
13.1 Special Warranty Deed. At Closing, Seller shall convey the Real Property to
Purchaser by a duly executed and recordable special warranty deed in substantially the form
attached hereto as Exhibit "B" (herein referred to as "Deed"), subject only to the Permitted
Exceptions and the restrictions and conditions set forth therein.
13.2 Bill of Sale. At Closing, Seller shall also convey the Improvements to Purchaser
by a duly executed Bill of Sale in substantially the form attached hereto as Exhibit "C".
13.3 Seller's Records. At or simultaneously with the Closing, Seller shall deliver to
Purchaser the originals (or if originals are unavailable, certified copies) of the Seller's Records,
and the Permits related solely to the Property. Seller may keep copies of such materials at
Seller's sole cost and expense.
13.4 Section 1445 Certificate. At Closing, Seller shall execute and deliver to
Purchaser and the Title Company a certificate substantially in the form as Exhibit "0" attached
hereto stating that Seller is not a "foreign person" as defined in Section 1445 of the Internal
Revenue Code and the regulations thereunder.
13.5 Form 1099. At Closing, Seller shall execute and deliver to Purchaser and the
Title Company such federal income tax reports respecting the sale of the Property as required by
the Internal Revenue Code and such other information reasonably required by the Title Company
to complete IRS Form 1099 with respect to this transaction.
13.6 Affidavit of Title. At Closing, Seller shall execute and deliver to Purchaser and to
the Title Company an affidavit in the form attached hereto as Exhibit "G".
13.7 Closing Statement. At Closing, Seller and Purchaser shall execute and deliver a
Closing Statement which shall, among other items, set forth the Purchase Price, all credits
against the Purchase Price, the amounts of all prorations and other adjustments to the Purchase
ftl-uv01\423950vll
19
Price and all disbursements made at Closing on behalf of Purchaser and Seller in accordance
with the terms of this Agreement.
13.8 Evidence of Authority. At Closing, each of Purchaser and Seller shall deliver to
the other the Evidence of Authority dated not more that five days before the Closing Date.
13.9 General Assignment. At Closing, Seller will deliver to Purchaser a general
assignment, to the extent assignable, of the Seller's Records, Permits, the Intangible Property and
all other property and rights that relate solely to the Property and are included in the transaction
contemplated by this Agreement, which assignment shall be substantially in the form attached
hereto as Exhibit "E".
13.10 Transfer Tax Returns. At Closing, Seller will execute and deliver Florida
Department of Revenue Form DR-2 19.
13. II Phvsical Possession. At Closing, Seller shall deliver to Purchaser possession of
the Property.
13.12 Easement Agreement. At Closing, Purchaser shall execute and deliver to Seller
the Easement Agreement.
SECTION 14:
NOTICES
All notices, consent, approvals and other communications which may be or are required
to be given by either Seller or Purchaser under this Agreement shall be properly given only if
made in writing and sent by (a) hand delivery, (b) electronic facsimile or other transfer device
with telephone or other confirmation of receipt, provided that a hard copy of such notice is
mailed by US first class mail, postage prepaid, on or before the next Business Day following
such telecopy delivery or (c) a nationally recognized overnight delivery service (such as Federal
Express, UPS Next Day Air, Purolator Courier or Airborne Express), with all delivery charges
paid by the sender and addressed to the Purchaser or Seller, as applicable, as follows, or at such
other address as each may request in writing. Such notices shall be deemed received, (I) if
delivered by hand or overnight delivery service on the date of delivery and (2) if sent by
electronic transfer on the date transmission is confirmed by telephone or return electronic
transf", [WIll the receiving party, provided that a hard copy of such notice is mailed by US first
class mail, postage prepaid, on or before the next Business Day following such telecopy delivery.
The refusal to accept delivery shall constitute acceptance and, in such event, the date of delivery
shall be the date on which delivery was refused. Said addresses for notices are to be as follows:
1!.I.srvOl\423950vll
20
IF TO SELLER:
with copies to:
IF TO PURCHASER:
with a copy to:
ftl-srv01\423950vll
Gulfstream Park Racing Association, Inc.
901 South Federal Highway
Hallandale, Florida 33009
Attention: Scott Savin, President
Telephone No.: (954) 457-6204
TelecopyNo.: (954) 457-7827
Greenberg Traurig LLP
1221 Brickell Avenue
Miami, Florida 33131
Attention: Clifford A. Schulman, Esq.
Telephone No.: (305) 579-0613
Telecopy No.: (305) 579-0717
Magna Entertainment Corp.
285 West Huntington Drive
Arcadia, California 91007
Attn: Scott Daruty, Esq.
Telephone No: (626) 574-6322
Telecopy No.: (626) 821-1559
City of Aventura
2999 N.E. 191st St., Suite 500
A ventura, Florida 33180
Attention: Eric M. Soroka, City Manager
Telephone No.: (305) 466-8930
Telecopy No.: (305) 466-8919
Weiss Serota Helfman Pastoriza Guedes Cole & Boniske, P.A.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
Attention: Steven W. Zelkowitz, Esq.
Telephone No.: (305) 854-0800
Telecopy No.: (305) 854-2323
21
SECTION IS:
CASUALTY AND CONDEMNATION
15.1 Casualty. The Land shall be conveyed to Purchaser in the same condition as on
the date of this Agreement, ordinary wear and tear excepted, free of all tenancies or occupancies,
other than the Permitted Exceptions.
15.2 Condemnation. At Closing, Seller shall assign to Purchaser all of Seller's right,
title and interest in and to the beds of streets, roads, alleys, avenues and highways abutting the
Property and all of Seller's right, title and interest in and to all awards in condemnation, or
damages or any kind, to which Seller is entitled at the time of Closing, by reason of any exercise
of power of eminent domain with respect thereto or for the taking of the Property or any part
thereof or by reason of any other event affecting the Property which gives rise to a damage claim
against a third Party after the date hereof. Prior to the Closing Date, if all or any portion of the
Property is taken, or if access thereto is reduced or restricted by eminent domain or otherwise (or
if such taking, reduction or restriction is pending, threatened or contemplated) (hereinafter a
"Condemnation Proceeding"), Seller shall immediately notify Purchaser of such fact. In the
event that such notice is related to the taking of all or any material portion of the Property,
Purchaser shall have the option, in its sole and absolute discretion, to terminate this Agreement
upon written notice to Seller given not later than thirty (30) days after receipt of Seller's notice;
whereupon the Earnest Money shall be refunded to Purchaser and thereafter neither Party shall
have any rights, obligations or liabilities hereunder except with respect to those rights,
obligations or liabilities which expressly survive the termination of this Agreement. If Purchaser
does not elect to terminate this Agreement as herein provided, or in the event of a non-material
condemnation, Seller shall pay to Purchaser any award received by Seller prior to Closing and
Purchaser shall have the right to participate with Seller in any Condemnation Proceeding
affecting the Property; provided, that in doing so Purchaser shall cooperate with Seller in good
faith.
SECTION 16:
BROKERS
Each party represents to the other that such party has not incurred any obligation to any
broker, finder or real estate agent with respect to the purchase or sale of the Property. Each of
Seller and Purchaser warrants and represents to the other that such party has employed (expressly
or impliedly) no broker, agent or other such Person as to which a commission or other such fee is
or would become due or owing as a result of the purchase and sale contemplated hereby and has
made no agreement (express or implied) to pay any broker's commission or other such fees in
connection with the purchase and sale contemplated by this Agreement. Each of Seller and
Purchaser agrees to indemnify and defend the other against, and to hold the other harmless of
and from all claims, demands and liabilities (including reasonable attorney's fees and expenses
incurred in defense thereof) for any commission or fees payable to, or claimed by, any broker
agent or other such Person arising out of the employment or engagement of such Person
employed (expressly or impliedly) by Seller of Purchaser, as applicable, or with whom Seller or
Purchaser, as applicable, has or is claimed to have, made an agreement (express or implied) to
pay a commission or other such fee; provided, however, Purchaser's indemnity obligations
hereunder are subject to the provisions and monetary limitations of Section 768.28, Florida
fl.1-srvOl\4239S0vll
22
Statutes. The representation, warranties, undertakings and indemnities of this Section 16 shall
survive the Closing hereunder and any termination of this Agreement for a period of one (1) year
thereafter.
SECTION 17:
INDEMNITY
17.1 Indemnitv. To the maximum extent permitted under applicable law, Purchaser
hereby agrees to indemnify, defend (through attorneys reasonably acceptable to Seller which for
purposes hereof Seller approves Purchaser's Attorney) and hold harmless Seller its members,
managers, officers, directors, employees, agents, successors and assigns from and against any
and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys'
fees actually incurred) which may at any time following the Closing Date be asserted against or
suffered by Seller arising out of or resulting from any and all liability (other than the
Environmental Contribution) relating in any way to the environmental clean up and remediation
performed by the Environmental Contractor and its subcontractors, if any, with respect to
Hazardous Materials located in, on or under the Property and/or relating to the environmental
condition or status of the Property (whether asserted or accruing before or after Closing);
provided, however, that Purchaser shall not indemnify Seller from any liability relating in any
way to any release, discharge, spill or other event which first occurs after the Closing Date on
Seller's Adjacent Property which causes environmental contamination of or on or under the
Property. Purchaser's maximum liability under this Section 17.1 (a) shall in connection with the
environmental clean up and remediation performed by the Environmental Contractor and its
subcontractors, if any, with respect to Hazardous Materials located in, on or under the Property
be limited in the aggregate to the amount of the Environmental Contribution actually paid by
Seller (less any amount of the Environmental Contribution refunded to Seller in accordance
herewith) and (b) shall be limited to $200,000 with respect to liability otherwise relating to the
environmental condition of status of the Property.
17.2 Survival. The provisions of Section 17 shall survive the Closing hereunder and
the delivery of the Deed.
SECTION 18:
DEFAULT/REMEDIES
18.1 Seller's Default/Purchaser's Remedies. If Seller defaults in the observance or
performance of its covenants and obligations hereunder, Purcnaser may, at its option, and as its
sole remedy (1) terminate this Agreement and receive a refund of the Earnest Money or (2) seek
specific performance of this Agreement. Purchaser hereby waives, relinquishes and releases any
and all other rights and remedies, including but not limited to: (1) any right to sue Seller for
damages or (2) any other right or remedy which Purchaser may otherwise have against Seller,
either at law, or equity or otherwise.
18.2 Purchaser's Default/Seller's Remedies. If Purchaser defaults in the observance or
performance of its covenants and obligations hereunder, then Seller, as its sole and exclusive
remedy, shall (as an election of remedies) receive the Earnest Money from Escrow Agent as
liquidated damages. Purchaser and Seller acknowledge the difficulty of ascertaining the actual
damages in the event of such default, that it is impossible to more precisely estimate the damages
ftl_$T'\IOI\423950vll
23
to be suffered by Seller upon such default, that the retention of the Earnest Money by Seller is
intended not as a penalty but as full liquidated damages and that such amount constitutes a good
faith estimate of the potential damages arising therefrom. Seller's right to so terminate this
Agreement and to receive liquidated damages as aforesaid is Seller's sole and exclusive remedy.
Seller hereby waives, relinquishes and releases any and all other rights and remedies, including
but not limited to: (I) any right to sue Purchaser for damages or to prove that Seller's actual
damages exceed the amount which is hereby provided Seller as fully liquidated damages or
(2) any other right or remedy which Seller may otherwise have against Purchaser, either at law,
or equity or otherwise.
SECTION 19:
POST CLOSING OBLIGATIONS
19.1 Canal Expansion and Marina Development. Subject to the provisions of this
Section 19, following the Closing, Purchaser and Seller agree (at Seller's sole option) to submit
and continue to pursue joint applications(s) to the applicable Governmental Authorities for the
westerly expansion of the existing canal located north of Yacht Club Drive through Seller's
Adjacent Property including the development of a marina on Seller's Adjacent Property
(collectively, the "Canal Expansion Project"); it being understood, however, that such
submission and continued pursuit of such applications may be abandoned by Seller at its sole
option at any time. The parties acknowledge and agree that the Canal Expansion Project shall be
adjacent to, but not include any portion of the Property, unless otherwise agreed to by the parties;
provided, however, the Canal Expansion Project will provide waterfront access to and from the
Property either by (a) the contiguity of the boundaries of the canal and the Property or (b) a
perpetual easement by Seller in favor of Purchaser, its employees, agents and invitees as
necessary to access the canal from the Property in a form and substance reasonably acceptable to
Purchaser. Seller and Purchaser shall be joint applicants on all applications filed with the
applicable Governmental Authorities for the development of Canal Expansion Project, which
applications must be consistent with the Approved Site Plan (as defined below). Said
applications shall be prepared, filed, and processed by Seller, at Seller's sole cost and expense
(including all applications fees and costs), without any cost or expense to Purchaser.
19.2 Approval of Site Plan. Prior to the filing of the applications as set forth in
Section 19.1 above, Seller shall submit to Purchaser a site plan for the Canal Expansion Project
detailing the location of the proposed waterways and all improvements associated therewith.
Following submission of the site plan by the Seller, the Purchaser shall provide its approval (not
unreasonably conditioned, withheld or delayed) or disapproval (specifying the basis for
disapproval and/or comments to the site plan) within a reasonable time period after such
submission provided, however, the parties acknowledge and agree that it is not unreasonable for
the Purchaser to disapprove the site plan if it materially and adversely affects the use of the
Property as a public park. The site plan shall be modified as necessary in order to obtain the
approval of the Purchaser (which approval shall not be unreasonably conditioned, withheld or
delayed), it being understood that the Purchaser's review and approval of the site plan is from the
perspective of an adjacent property owner, and need not be based upon, or limited to, applicable
land use and zoning requirements. Furthermore, approval of the site plan by the Purchaser
pursuant to this Agreement does not constitute any approvals required to be obtained from
IU-srvOl\42J9S0vll
24
Purchaser in its capacity as a governmental entity, it being acknowledged and agreed that any
such approvals are subject to applicable Legal Requirements. Once approved by the Purchaser,
the site plan (including any future changes, alterations or modifications approved by Purchaser or
otherwise permitted hereunder) shall be deemed the "Approved Site Plan" for purposes of this
Agreement. Except for changes required to be made to comply with applicable Legal
Requirements, no changes, alterations or modifications, shall be made to the Approved Site Plan
without the prior written approval of the Purchaser, which approval shall not be unreasonably
conditioned, withheld or delayed; provided, however, the parties acknowledge and agree that it is
not unreasonable for the Purchaser to disapprove any changes, alterations or modifications to the
Approved Site Plan that materially and adversely affect the use of the Property as a public park.
The obligations of the Purchaser set forth in Section 19.1 above are expressly subject to and
contingent upon the development of the Canal Expansion Project in accordance with the
Approved Site Plan.
19.3 Pavrnents to Purchaser. Upon the issuance of all the necessary final, non-
appealable development approvals, licenses, permits, and authorizations from all applicable
Governmental Authorities except for building permits required to develop the Canal Expansion
Project in accordance with the Approved Site Plan (collectively, the "Development Approvals"),
Seller shall pay Purchaser One Million Nine Hundred Thousand and No/IOO Dollars
($1,900,000.00). Said amount shall be paid by Seller to Purchaser within five (5) Business Days
of the issuance of the Development Approvals by wire transfer to an account designated by
Purchaser. Seller's failure to make said payment to Purchaser as specified in this Section 19.3
shall be considered a material default hereunder entitling Purchaser to its rights and remedies set
forth in Section 19.4 below.
19.4 Default. Notwithstanding anything contained in this Agreement to the contrary,
in the event of a default by Seller or Purchaser under this Section 19 that remains uncured for
thirty (30) days following written notice from the non-defaulting party to the defaulting party,
the non-defaulting party may terminate the provisions of this Section 19 upon written notice to
the defaulting party and, in addition to such right of termination, shall be entitled to all rights and
remedies available to the non-defaulting party at law and in equity. Additionally,
notwithstanding the provisions of the preceding sentence, Seller shall not be entitled to any
notice, grace, or cure period for its failure to timely make the payment required by Section 19.3
above. In the event the Seller fails to timely make such payment as required by Section 19.3,
Purchaser shall immediately be entitled to all rights and remedies available at law and in equity.
In addition to any other rights and remedies available at law or in equity, in the event of Seller's
default under this Section 19, the Purchaser is hereby authorized to withhold any pending
permits and approvals for Seller's Adjacent Property, and refuse any inspections or grant any
approvals, with regard to Seller's Adjacent Property until such time as the event of default is
cured.
19.5 Survival. The provisions of this Section 19 shall expressly survive the Closing
and delivery of the Deed.
ftl-s....ol\423950vll
25
SECTION 20:
ESCROW AGENT
20.1 Performance of Duties. Escrow Agent undertakes to perform only such duties as
are expressly set forth in this Agreement. Escrow Agent shall not be deemed to have any
implied duties or obligations under or related to this Agreement.
20.2 Reliance. Escrow Agent may (i) act in reliance upon any writing or instrument or
signature which it, in good faith, believes to be genuine; (ii) assume the validity and accuracy of
any statement or assertion contained in such a writing or instrument; and (iii) assume that any
person purporting to give any writing, notice, advice or instructions in connection with the
provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be
liable in any manner for the sufficiency or corrections as to form, manner of execution, or
validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any
person executing any instrument; Escrow Agent's duties under this Agreement are and shall be
limited to those duties specifically provided in this Agreement.
20.3 Right to Interplead. If the parties (including Escrow Agent) shall be in
disagreement about the interpretation of this Agreement, or about their respective rights and
obligations, or about the propriety of any action contemplated by Escrow Agent, Escrow Agent
may, but shall not be required to, file an action in interpleader to resolve the disagreement; upon
filing such action, Escrow Agent shall be released from all obligations under this Agreement.
20.4 Attorney's Fees and Costs. In any suit between Purchaser and Seller wherein
Escrow Agent is made a party because of acting as Escrow Agent hereunder, or in any suit
wherein Escrow Agent interpleads the subject matter of the Escrow, Escrow Agent shall recover
reasonable attorney's fees and costs incurred with the fees and costs to be paid from and out of
the escrowed funds or equivalent and charged and awarded as court costs in favor of the
prevailing party. The parties hereby agree that Escrow Agent shall not be liable to any party or
person for misdelivery to Purchaser or Seller of items subject to this escrow, unless such
misdelivery is due to willful breach of this Agreement or gross negligence of Escrow Agent.
20.5 Escrow Agent as Counsel for Purchaser. It is acknowledged that Escrow Agent is
counsel for Purchaser. It is agreed that Escrow Agent shall not be disabled or disqualified from
representing Purchaser, its council members, parents, officers, directors or agents in connection
with any dispute or litigation which may arise out of or in connection with this transaction or this
Agreement as a result of Escrow Agent acting as the escrow agent under this Agreement and the
Seller, waives any claim or right to assert a conflict arising out of or in connection with the
foregoing.
SECTION 21:
GENERAL PROVISIONS
21.1 Entire Agreement. This Agreement, and all the Exhibits referenced herein and
annexed hereto, contain the final, complete and entire agreement of the parties hereto with
respect to the matters contained herein, and no prior agreement or understanding pertaining to
any of the matters connected with this transaction shall be effective for any purpose. Except as
ftl_srvOl\423950vll
26
may be otherwise expressly provided herein, the agreements embodied herein may not be
amended except by an agreement in writing signed by the parties hereto.
21.2 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of Florida.
21.3 Further Assurances. Seller and Purchaser each agrees to execute and deliver to
the other such further documents or instruments as may be reasonable and necessary in
furtherance of the performance of the terms, covenants and conditions of this Agreement. This
covenant shall survive the Closing.
21.4 Interoretation. The titles, captions and paragraph headings are inserted for
convenience only and are in no way intended to interpret, define, limit to expand the scope or
content of this Agreement or any provision hereto. If any party to this Agreement is made up of
more than one Person, then all such Persons shall be included jointly and severally, even though
the defined term for such party is used in the singular in this Agreement. This Agreement shall
be construed without regard to any presumption or other rule requiring construction against the
party causing this Agreement to be drafted. If any words or phrases in this Agreement shall have
been stricken out or otherwise eliminated, whether or not any other words of phrases have been
added, this Agreement shall be construed as if the words or phrases so stricken out or otherwise
eliminated were never included in this Agreement and no implication or inference shall be drawn
from the fact that said words or phrases were so stricken out or otherwise eliminated.
21.5 Counteroarts. This Agreement may be executed in separate counterparts. It shall
be fully executed when each party whose signature is required has signed at least one counterpart
even though no one counterpart contains the signatures of all of the parties of this Agreement.
Facsimile copies shall be deemed originals.
21.6 Non-waiver. No waiver by Seller or Purchaser of any provision hereof shall be
deemed to have been made unless expressed in writing and signed by such party. No delay or
omission in the exercise of any right or remedy accruing to Seller or Purchaser upon any breach
under this Agreement shall impair such right to remedy or be construed as a waiver of any such
breach theretofore or thereafter occurring. The waiver by Seller or Purchaser of any breach of
any term, covenant or condition herein stated shall not be deemed to be a waiver of any other
breach, or of a subsequent breach of the same or any other term, coyenant orcOndttlOn herein
contained.
21.7 Severability. This Agreement is intended to be performed in accordance with and
only to the extent permitted by applicable law. If any provisions of this Agreement or the
application thereof to any Person or circumstance shall, for any reason and to any extent, be
invalid or unenforceable, but the extent of the invalidity or unenforceability does not destroy the
basis of the bargain between the parties as contained herein, the remainder of this Agreement and
the application of such provision to other Persons or circumstances shall not be affected thereby,
but rather shall be enforced to the greatest extent permitted by law.
f\.1-srvOl\423"50vll
27
21.8 Exhibits. The Exhibits referred in and attached to this Agreement are
incorporated herein in full by this reference.
21.9 Attorneys' Fees. In the eyent of any controyersy, claim or dispute between the
parties arising from or relating to this Agreement (including, but not limited to, the enforcement
of any indemnity provisions), the prevailing party shall be entitled to recover reasonable costs,
expenses and attorneys' fees including, but not limited to, court costs and other expenses through
all appellate levels.
21.10 Business Days. If any date provided for in this Agreement shall fall on a day
which is not a Business Day, the date provided for shall be deemed to refer to the next Business
Day.
21.11 Time is of the Essence. Time is of the essence in this Agreement.
21.12 No Personal Liability of Council Members Administrative Officials or
Representatives of Purchaser and Seller. Seller acknowledges that this Agreement is entered into
by a municipal corporation as Purchaser and Seller agrees no individual council member,
administrative official or representative of Purchaser shall have any personal liability under this
Agreement or any document executed in connection with the transactions contemplated by this
Agreement. Purchaser hereby agrees that no shareholder, member, director, officer, employee or
agent of Seller shall have any personal liability under this Agreement or any document executed
in connection with the transactions contemplated by this Agreement.
21.13 Effective Date. For purposes of calculation of all time periods within which
Seller or Purchaser must act or respond as herein described, all phrases such as "the date of this
Agreement", "the date of execution of this Agreement" or any other like phrase referring to the
date of the Agreement, shall mean and refer to the "Effective Date" of this Agreement.
21.14 Radon Disclosure. Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health risks to persons who
are exposed to it over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit. Pursuant to 9404.056(8), Florida Statutes.
21.15 Waiver of Trial by Jury. SELLER AND PURCHASER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WANE ANY AND ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION
WITH, OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT AND ANY OTHER
DOCUMENT OR INSTRUMENT NOW OR HEREAFTER EXECUTED AND DELIVERED
IN CONNECTION THEREWITH.
21.16 No Negotiation With Other Persons. Seller agrees not to COntract to sell or enter
into negotiations for the sale of the Property to any person or entity other than Purchaser for so
long as this Agreement is in effect.
!i1.srv01I423950vll
28
21.17 Assignment. Purchaser may not assign its rights under this Agreement without
the consent of Seller (in Seller's sole discretion).
21.18 Police/Regulatorv Powers. Purchaser cannot, and hereby specifically does not,
waive or relinquish any of its regulatory approval or enforcement rights and obligations as it may
relate to regulations of general applicability which may govern the Property and/or Seller's
Adjacent Property, any improvements thereon, or any operations at the Property and/or Seller's
Adjacent Property. Nothing in this Agreement shall be deemed to create an affirmative duty of
Purchaser to abrogate its sovereign right to exercise its police powers and governmental powers
by approving or disapproving or taking any other action in accordance with its zoning and land
use codes, administrative codes, ordinances, rules and regulations, federal laws and regulations,
state laws and regulations, and grant agreements. in addition, nothing herein shall be considered
zoning by contract.
21.19 Negotiated Agreement. The parties have substantially contributed to the drafting
and negotiation of this Agreement and this Agreement shall not, solely as a matter of judicial
construction, be construed more severely against one of the parties than any other. The parties
hereto acknowledge that they have thoroughly read this Agreement, including all exhibits and
attachments hereto, and have sought and received whatever competent advice and counsel was
necessary for them to form a full and complete understanding of all rights and obligations herein.
21.20 No Recordation. Neither this Agreement nor any notice or memorandum of this
Agreement shall be recorded in any public records.
21.21 Merger. Unless expressly set forth herein, the terms and proVISions of this
Agreement shall not survive the closing and such terms and provisions shall be deemed merged
into the Deed and extinguished at Closing.
21.22 Like-Kind Exchange Cooperation. Purchaser acknowledges that this transaction
may be part of a "Like-Kindll 031" exchange for the benefit of Seller, and Purchaser agrees to
reasonably cooperate with Seller so that the requirements of the Internal Revenue Code can be
satisfied with respect to such exchange. However, Seller's ability to arrange for and close on a
1031 exchange is not a condition precedent to Seller's obligation to close under this Agreement.
In connection with such exchange Purchaser agrees, within ten (10) days of receipt of written
request from Seller, to execute such documents as may be required by Seller to effect such
exchange; provided, however, that (i) Purchaser shall not be obligated to execute any documents
which alter or diminish any of Purchaser's rights hereunder, (ii) the exchange shall not delay or
postpone the date of Closing under this Agreement, (iii) Purchaser shall not be responsible for
compliance with or be deemed to have warranted to Seller that any exchange does in fact comply
with Section 1031 of the Internal Revenue Code, and (iv) Purchaser shall not incur any expense
as a result of any such exchange.
[THE REST OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]
fll-srvOl\423950vll
29
IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be
executed, as of the day and year first above written.
Witnesses:
SELLER:
GULFSTREAM PARK RACING
ASSOCIATION, INC., a Florida
corporation
By:
Name:
Title:
Date: January_,2004
PURCHASER:
Attest:
CITY OF A VENTURA, a Florida municipal
corporation
By:
Teresa M. Smith, CMC
City Clerk
Eric M. Soroka
City Manager
Approved as to legal form and sufficiency:
Date: January_, 2004
By:
City Attorney
ESCROW AGENT:
Weiss Serota Helfman Pastoriza Guedes
Cole & Boniske, P.A.
By:
Name:
Title:
Date: January_,2004
f'll.srvOl\423950vll
30
EXHIBIT "A"
LEGAL DESCRIPTION - PROPERTY
ftl-srvOl\423950vll
A-I
LAND DESCRIPTION
PROPOSED CITY PARK
GULFSTREAM PARK
CITY OF A VENTURA, MIAMI-DADE COUNTY, FLORIDA
Portions of Tract A and Tract E, DONN ACRES, according to the plat thereof as
recorded in Plat Book 76, Page 30 of the Public Records of Miami-Dade County, Florida,
being more particularly described as follows:
COMMENCE at the Northeast comer of said Tract B and the Northeast comer of Section
34, Township 51 South, Range 42 East;
THENCE South 02'21' 14" East on the East line of said Tract B and the East line of said
Section 34, a distance of 320.00 feet to the POINT OF BEGINNING;
THENCE continue South 02021' 14" East on said East line of Tract B and said East line
of Section 34, a distance of 221.55 feet to the Northeast comer of a parcel of land
conveyed to the City of Aventura for highway purposes by Right-of-Way Deed recorded
in Omcial Records Book 17973, Page 3869 of the Public Records of Miami-Dade
County. Florida;
THENCE on the North line of said Parcel conveyed to the City of A ventura the following
three (3) courses and distances;
1. South 50029'14" West, a distance of 32.10 feet (31.83 feet by deed) to the
beginning of a tangent curve concave to the Northwest;
2. Southwesterly on the arc of said curve baving a radius of 330.00 feet, through a
central angle of 37032'07" (37"34'38" by deed), an arc distance of 216.19 feet
(216.43 feet by deed) to a point of tangency;
3. Soutb 88001'22" West, a distance 01'638.03 feet;
THENCE North 02021 '14" West, a distance of31O.06 feet;
THENCE North 88003'52" East, a distance of ~65.1? r,,1 to the POINT OF
BEGINNING;
Said lands lying in tbe City of Aventura, Miami-Dade County, Florida and containing
261,571 square feet (6.005 acres) more or less.
Prepared By.
CALVIN, ljlORDANtJ AND ASSOCIATES, fNC
J KOU Eller [)rive, Suite 600
rOTI L:luderdllle, Florida )33 1 (,
LXcember I), 1003
P\ProJccuIlOOI\012IQ) Gulfstrcam Park. Boundary Survey of \1lami Dade Portion\SURVEY\LegaJ Dtscriptionsl.Proposed City
P;.uk..doc
Sheet 1 of3 Sheets
NOTES:
1. Not valid without the signature and original embossed seal of a Florida licensed
Professional Surveyor and Mapper.
2. Lands described hereon were not abstracted, by the surveyor, for ownership,
easements, rights-of-way or other instruments that may appear in the Public:
Records of Miami-Dade County.
3. Hearings shown hereon are relative to the East line of Tract B, DONN ACRES, as
recorded in Plat Book 76, Page 30, Miami-Dade County Records, with said East
line having a bearing of South 02021' 14" East.
4. The description contained herein and the attached sketch, do not represent a field
Boundary Survey.
SSOCIA TES, INe.
Dale:
/'2,~ 9-03
Prepared Uy:
CALVIN, GIORDANO AND ASSOCIATES, fN('
1800 Eller On"'e, $uilC 600
Furt Lauderdale, FloridA J3316
December ?, 200)
P:\Projccts\lOOI\012193 Gull'sll1:Jm Park Boundary Survey 01 Miami Dade Ponlon\sURVEYILcgal De~riptions\Proposed City
P"r1c l'Ior
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EXHIBIT "B"
FORM OF DEED
ftl-srvOl\4239S0vll
B-1
This instrument prepared by:
Record and return to:
Steven W. Zelkowitz, Esq.
Weiss Serota Helfman
Pastoriza & Guedes, P A.
2665 South Bayshore Drive
Suite 420
Miami, FL 33133
Tax Folio Identification Number:
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is made and executed this day of
, 2004, by GULFSTREAM PARK RACING ASSOCIATION, INC., a Florida
corporation, (the "Grantor"), whose mailing address is 901 South Federal Highway, Hallandale,
Florida 33309 to the CITY OF A VENTURA, a Florida municipal corporation (the "Grantee"),
whosemailingaddressis2999N.E.19IstSt..Suite 500, Aventura, Florida 33180.
WITNESSETH:
That Grantor, for and in consideration of the sum of Ten and NollOO Dollars ($10.00)
and other good and valuable consideration, the receipt whereof is hereby acknowledged, does
hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee the real
property (the "Property") located in Miami-Dade County, Florida, and more particularly
described as:
SEE EXHillIT "A" A TT ACHED HERETO.
SUBJECT TO:
I. All restrictions, reservations, easements, covenants, agreements, limitations and
other matters appearing of record, provided the foregoing shall not act to
reImpose same;
2. The lien of all ad valorem real estate taxes and assessments subsequent to the date
hereof and subsequent years
3. All laws, ordinances, and governmental regulations, including, but not limited to,
all applicable building, zoning, land use and environmental ordinances and
regulations; and
4. All matters which would be disclosed by an accurate survey of the Property.
TOGETHER with all the tenements, hereditaments and appurtenances belonging or in
any way appertaining to the Property.
fU.srv01I423950vll
B-2
TO HAVE AND TO HOLD the same in fee simple forever.
AND GRANTOR hereby covenants with Grantee that Grantor is lawfully seized of the
Property in fee simple; that Grantor has good right and lawful authority to sell and convey the
Property; and that Grantor does hereby specially warrant the title to the Property and will defend
the same against the lawful claims of all persons claiming by, through or under Grantor, but not
otherwise.
As an express condition of the conveyance of the Property, Grantee covenants and agrees
that the Property shall be used solely as a public park and for all purposes accessory and
incidental thereto including, but not limited to, docks accessory or incidental to the Property's
use as a public park. In the event that Grantee, its successors and/or assigns violates the
foregoing restriction, Grantor, its successors and/or assigns shall be entitled to avail itself of all
legal and equitable remedies including, but not limited to, injunctive relief. The foregoing
restriction shall constitute a restrictive covenant concerning the use, enjoyment and title to the
Property and shall constitute a covenant running with said land and shall be binding upon all
future owners of the Property for the benefit of the Grantor, its successors and assigns.
IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be
executed as of the day and year first written above.
Witnesses;
SELLER:
GULFSTREAM PARK RACING
ASSOCIATION, INC., a Florida corporation
Print Name:
By:
Name:
Title:
Print Name:
ftl-srvQl\423950~11
B-3
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
)
)
ss:
The foregoing instrument was acknowledged before me this _ day of 2004
by , as of GULFSTREAM PARK RACING
ASSOCIATION, INC., a Florida corporation, on behalf of the corporation, who (check one) [ ] is
personally known to me or ( ] has produced a drivers license as identification.
My Commission Expires:
ftl-srvOl\423950vll
B-4
Notary Public
Print Name:
EXHIBIT "c"
BILL OF SALE
f\l.srvOl\423950vll
C-l
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that GULF STREAM PARK RACING
ASSOCIATION, INC., a Florida corporation ("Seller"), for and in consideration of the sum of
Ten and NollOO Dollars ($10.00) lawful money of the United States, to it paid by the CITY OF
A VENTURA, a Florida municipal corporation ("Purchaser"), the receipt whereof is hereby
acknowledged, has granted, bargained, sold, transferred and delivered, and by these presents
does grant, bargain, sell, transfer and deliver unto the Purchaser, its successors and assigns, the
following goods and chattels:
All of the tangible personal property of Seller used in connection with and located
in, on or at the real property legally described on Exhibit "A" attached hereto, if
any, (the "Real Property"), and all replacements thereof, including, but not limited
to, the property listed on Exhibit "B" attached hereto.
TO HAVE AND TO HOLD the same unto the Purchaser, its successors and assigns
forever.
AND Seller does, for itself and its heirs, executors and administrators, covenant to and
with the Purchaser, its successors and assigns, that Seller is the lawful owner of the Personal
Property; that they are free from all encumbrances; that Seller has good right to sell the same
aforesaid, and that Seller will warrant and defend the sale of the Personal Property hereby made,
unto the Purchaser, its successors and assigns against the lawful claims and demands of all
persons claiming by, through or under Grantor, but not otherwise.
of
IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the
,2004.
day
Witnesses;
SELLER:
GULFSTREAM PARK RACING
ASSOCIATION, INC., a Florida corporation
Print Name:
By:
Name:
Title:
Print Name:
STATE OF FLORIDA
)
)
)
SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this _ day of_, 2004 by
, as of GULFSTREAM PARK RACING
II.I_."..o1\423950vtl
C-2
ASSOCIATION, INC., a Florida corporation, on behalf of the corporation who (check one)
[ ] is personally known to me or [ ] has produced a drivers license as
identification.
My Commission Expires:
ftl-srvOl\42J950vll
Notary Public
Print Name:
C-3
ftl-s.....oI\4239S0vll
EXHIBIT "D"
FORM OF SECTION 1445 CERTIFICATE
0-1
SECTION 1445 CERTIFICATE
STATE OF FLORIDA
)
)
)
SS:
COUNTY OF MIAMI-DADE
BEFORE ME, the undersigned authority, personally appeared
("Affiant") who being first duly sworn upon oath, deposes and says:
1. 'That the Affiant is President of GULF STREAM PARK RACING
ASSOCIATION, INC., a Florida corporation ("the Corporation").
2. That the Corporation is the owner of fee simple title to the real property located in
Miami-Dade County, Florida, more particularly described on Exhibit "A" attached hereto and by
this reference made a part hereof ("Property").
3. Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a
U.S. real property interest must withhold tax if the transferor (seller) is a foreign person. To
inform the City of Aventura that withholding of tax is not required upon the disposition of a U.S.
real property interest by the Corporation, Affiant hereby certifies the following:
3. I The Corporation is not a foreign person, foreign corporation, foreign
Corporation, foreign trust, or foreign estate for the purposes of U.S. income taxation (as those
terms are defined in the Internal Revenue Code and Income Tax Regulations).
3.2 The Corporation's taxpayer identification number is
3.3 The Corporation's address is
3.4 Affiant understands that this certification may be disclosed to the Internal
Revenue Service by the transferee and that any false statement contained herein could be
punished by fine, imprisonment, or both.
FURTHER AFFIANT SA YETH NAUGHT.
Sworn to and subscribed before me this _ day of , 2004 by
, who (check one) [ ] is personally known to me or [ ] has
produced a drivers license as identification.
My Commission Expires:
Notary Public
Print Name:
fll-srvOl\423950~11
D-2
EXHIBIT "E"
FORM OF GENERAL ASSIGNMENT
ftl.srv01142J950,,1]
E-l
GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT (the "Assignment") is made and entered into this day
,2004 by and between GULF STREAM PARK RACING ASSOCIATION, INC.,
a Florida corporation (the "Assignor") and the CITY OF A VENTURA, a Florida municipal
corporation (the "Assignee").
RECITALS
I. On the date hereof, Assignor has sold and conveyed to Assignee that certain real
property located in Miami-Dade Beach County, Florida, and more particularly described in
Exhibit "A" attached hereto and by this reference made a part hereof, pursuant to that certain
Purchase and Sale Agreement dated January _, 2004, between Assignor and Assignee (the
"Agreement").
2. The Property is subject to the Intangible Property (as defined below).
3. The Agreement provides that Assignor shall transfer to Assignee all of Assignor's
right, title and interest in and to the Intangible Property.
4. Assignor desires to assign and convey to Assignee, and Assignee desires to
accept, all of Assignor's right, title and interest in and to the Intangible Property pertaining to the
Property pursuant to the terms and conditions of the Agreement
NOW, THEREFORE, for Ten Dollars ($10.00) and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
I. Recitals. The foregoing Recitals are true and correct and are incorporated herein
by this reference.
2. Assignment and Acceptance. Assignor hereby sells, assigns, conveys, grants and
sets over unto Assignee all of Assignor's right, title and interest, if any, in and to any and all
intangible property owned by Assignor and used solely in connection with and relating solely to
the ownership, use, development, operation, management, occupancy or maintenance of the
Property including, but not limited to, all consents, notices of completion, environmental and
utility permits and approvals authorizations, variances, waivers, licenses, permits, certificates
and approvals from any governmental authority or quasi-governmental authority issued or
granted with respect to the Property as well as all public and private contract rights and
development or usage rights of Assignor relating directly and solely to the Property (collectively,
the "Intangible Property"), if any. Assignor hereby warrants and represents to Assignee that the
Intangible Property is conveyed by Assignor to Assignee free and clear of all liens,
encumbrances, and security interests whatsoever.
3. Successors and Assigns. This Assignment shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns.
1\1-!irvOl\423950~11
E-2
4. Applicable Law. This Assignment shall be governed by and construed under the
laws of the State of Florida.
IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument to be
executed as of the day and year first above written.
Witnesses:
ASSIGNOR:
GULFSTREAM PARK RACING
ASSOCIATION, INC., a Florida corporation
By:
Name:
Title:
Print Name:
Print Name:
ASSIGNEE:
Attest:
CITY OF A VENTURA, a Florida municipal
corporation
By:
Teresa M. Smith, CMC
City Clerk
Eric M. Soroka
City Manager
Approved as to legal form
and sufficiency:
By:
City Attorney
ftl-srvOl\42J950vll
E-3
STATE OF FLORIDA
)
)
)
ss:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this _ day of _, 2004 by
, as of GULFSTREAM PARK
RACING ASSOCIATION, INC., a Florida corporation, on behalf of the corporation, who (check
one) [ ] is personally known to me or [ ] has produced a drivers license as
identification.
My Commission Expires:
Notary Public
Print Name:
STATE OF FLORIDA
)
)
)
SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, 2004, by ERIC M. SOROKA, as City Manager of the CITY OF
A VENTURA, a Florida municipal corporation, on behalf of the corporation, who (check one) [ ]
is personally known to me or [ ] has produced a drivers license as
identification.
My Commission Expires:
Notary Public
Print Name:
ftl-!rv{)11423950vll
E-4
EXHIBIT "F"
LEGAL DESCRIPTION - ADJACENT PROPERTY
ftl-srvOl\423950vll
F-l
LAND DESCRIPTION
PROPOSED RESIDENTIAL AREA
GULFSTREAM PARK
CITY OF A VENTURA, MIAMI-DADE COUNTY, FLORIDA
Portions of Tract A and Tract B, DONN ACRES, according to the plat thereof as
recorded in Plat Book 76, Page 30 of the Public Records of Miami-Dade County, Florida,
being more particularly described as follows:
COMMENCI; at the Northeast comer of said Tract B and the Northeast comer of Section
34, Township 5] South, Range 42 East;
THENCE South 02021' 14" East on the East line of said Tract B and the East line of said
Section 34, a distance of 245.00 feet to the POINT OF BEGINNING;
THENCE continue South 02021' 14" East on said East line of Tract B and said East line
of Section 34, a distance of75.00 feet;
THENCE South 88003 '52" West, a distance of 865.12 feet;
THENCE South 02021' 14" East, a distance of 310.06 feet to the intersection with the
North line of a parcel ofland conveyed to the City of Aventura for highway purposes by
Right-of-Way Deed recorded in Official Records Book 17973, Page 3869 of the Public
Records of Miami-Dade County, Florida;
THENCE South 88001 '22" West on the North line of said Parcel conveyed to the City of
A ventura, a distance of 1284.95 feet;
THENCE North 01058'49" West, a distance of98.61 feet;
THENCE North 12014'00" East, a distance of23.20 feet;
THENCE North 02003'19" West, a distance of 127.70 feet to the beginning of a Tangent
curve concave to the West;
THENCE Northerly on the arc of said curve, having a radius of 451.05 feet, through a
central angle of 10018'24", an arc distance of 81. I 4 feet to a point of Tangency;
THENCE North ]2021'43" West, a distance of 304.92 feet to the intersection with the
North line or said Tract A and the North line of said Section 34;
I'r-cp:lred By
CALVIN, GIORDANO AND ASSnC1A TES, JNC
1800 F11er Drive. Suite 600
Fort Lauderdale, flurid" 33.1] 6
Dcccmhcr 9, 2003
P:\ProJt:cls\2001\Oj ~ 19J Gulfsln;:Jnl Park Boundary Survey of Miami D..Jc Portion\SURVEY\Legal Descl"iptlOllS\Proposed
Residcntlal Area A & Bdoc
Sheet 1 of 3 Sheets
THENCE North 88001 '22" East on said North line of Tract A, the North line of said
Tract B and said North line of Section 34, a distance of 1642.39 feet;
THENCE South 50020' 10" East, a distance of 329.64 feet to the beginning of a tangent
curve concave to the Northeast;
THENCE Southeasterly on the arc of said curve having a radius of] 02.00 feet, through a
central angle of 41 035'58", an arc distance of74.06 feet to a point of tangency;
THENCE North 88003' 52" East, a distance of 247.93 feet to the POINT OF
BEGINNING;
Said lands lying in the City of Aventura, Miami-Dade County, Florida and containing
988,266 square feet (22.688 acres) more or less.
NOTES:
1 Not valid without the signature and original embossed seal of a Florida licensed
Professional Surveyor and Mapper.
2. Lands described hereon were not abstracted, by the surveyor, for ownership,
easements, rights-of-way or other instruments that may appear in the Public
Records of Miami-Dade County.
3 Bearings shown hereon are relative to the East line of Tract B, DONN ACRES, as
recorded in Plat Book 76, Page 30, Miami-Dade County Records, with said East
line having a bearing of South 02021' 14" East.
4. The description contained herein and the attached sketch, do not represent a field
Boundary Survey.
Date: 12---ZZ oS
I'1'l~p'lrecl f:ly
CAl.VIN, GIORil^NO AND ASSOClA TES, INC
1800 Eller Drive. ~'\Iilt 600
rorl l..aud~I'{13Ie, IlllfidOl 31) III
December 9. 200_~
1':\Pmjl.:cls\20U I \(ll 1 ItJ.1 tiul[su-e:.l111 Park Boundary Sllrvey ofMl3mi Dade Purtion\sURVEY\Legal De~nipllolls\pH)posed
Rcsidclltial Are:! ,0., & 8,one
Sheet 2 of 3 Sheets
1?:\PROA:CTS\2001\Cl1219J C.UlFSTR[AI.l P"RK BOUNDARY suRvty or I.lIAMI O.A.DE PORTlON\SURVEY\St<fTCH\S04-0H-SKT-REV-l2050J.OWG CC RrS-A.-B 12-19-2003
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EXHIBIT "G"
FORM OF OWNER'S AFFIDAVIT
AFFIDAVIT
COUNTY OF
)
) SS:
)
STATE OF
BEFORE ME, the undersigned Notary Public, personally appeared
("Affiant"), as of GULFSTREAM PARK RACING
ASSOCIATION, INC., a Florida corporation ("Owner"), to me well known to be the person
who made and subscribed to the following Affidavit as such officer, who, upon being first duly
sworn on oath deposed and said as follows to my actual knowledge on behalf of Owner:
1. Affiant has personal knowledge of the business and affairs of the Owner and of all
information stated hereinafter. To best of Affiant's actual knowledge, the information set forth
herein is true, correct and complete in all material respects. This Affidavit is being executed and
delivered by Affiant in his capacity as of Owner and not personally, and as
such, Affiant shall have no personal liability whatsoever for this Affidavit or the information set
forth herein.
2. Owner is the record owner of fee simple title to the real property situated In
Miami-Dade County, Florida, described on Exhibit "A" attached hereto (the "Property").
3. Owner is in exclusive possession of the Property and no other person or entity has
any right or claim to possession thereof other than:
4. There are no mechanic's liens under the Florida Construction Lien Law (Chapter
713, Florida Statutes) filed against the Property. Owner has not caused any labor, materials or
services (if any) for which a lien could be claimed against the Property pursuant to the Florida
Construction Lien Law (Chapter 713, Florida Statutes) to be furnished, completed or in place not
less than ninety (90) days prior to the date of this affidavit, other than:
5. There have been and shall be no changes in title to the Property resulting from
actions by Owner from and after , 2003 at _.m, being the effective date of that
certain Commitment for Title Insurance No. (the "Title Commitment") issued by
Weiss Serota Helfman Pastoriza Guedes Cole & Bonsike, P.A., as agent, and First American
Title Insurance Company, as underwriter (collectively, the "Title Company"), which would give
rise to any lien or adversely affect title to the Property between said date through the date of
recording of the deed from Owner transferring title to the City of A ventura, a Florida municipal
corporation ("Buyer") other than as indicated in the deed from Owner to Buyer conveying the
fll_srvOl\423950vll
G-l
Property, and the Owner has not and will not execute any instrument that would adversely affect
title to or transfer of the Property from the Owner to Buyer.
6. This Affidavit is given on behalf of Owner in order to induce Title Company to
issue an Owner's Policy of Title insurance pursuant to the Title Commitment and no other party
(including without limitation the Purchaser of the Property) shall be entitled to rely hereon in any
manner whatsoever.
FURTHER AFFIANT SAYETH NAUGHT.
SWORN TO AND SUBSCRIBED before me this _ day of
He is personally known to me or produced
, 2004 by
as
identification.
Notary:
Print Name:
Notary Public, State of
My commission expires:
ftl-sro;Ol\423950vll
G-2
EXHIBIT "H"
LEGAL DESCRIPTION - REMAINING COMMERCIAL PROPERTY
ftl_srvOl\423950vll
H-l
LAND DESCRIPTION
PROPOSED COMMERCIAL AREA
GULFSTREAM PARK
CITY OF A VENTURA, MIAJvll-DADE COUNTY, FLORIDA
Portion of Tract A, DONN ACRES, according to the plat thereof as recorded in Pial
Book 76, Page 30 of the Public Records of Miami-Dade County, Florida, being more
particularly described as follows:
COMMENCE at the Northeast comer of Tract B of said DONN ACRES and the
Northeast comer of Section 34, Township 51 South, Range 42 East;
THENCE South 88001 '22" West on the North line of said Tracts A and B and the North
line of said Section 34, a distance of 2202.76 feet to the POINT OF BEGINNING;
THENCE South 12'21'43" East, a distance of 304.92 feet to the beginning of a tangent
curve concave to the West;
THENCE SuuUI~""l~rly on the arc uf said curve having a radius of 451.05 feel, through a
central angle of 10'18'24", an arc distance of 81.14 feet to a point of tangency;
THENCE South 02'03'19" East, a distance of 127.70 feet;
TlillNCE South 12'14'00" West, a distance of23.20 feet;
THENCE South 01 '58'49" East, a distance of 98.61 feet to the intersection with the
North line of a parcel of land conveyed to the City of Aventura for highway purposes by
Right-of- Way Deed recorded in Official Records Book 17973, Page 3869 of the Public
Records of Miami-Dade County, Florida;
THENCE on said North line of a Parcel of land conveyed to the City of Aventura the
following four (4) courses and distances;
I. South 88001 '22" West, a distance of 306.73 feet to the beginning of a tangent
curve concave to the Northeast;
2. Northwesterlyon the arc of said curve having a radius of614.09 feet, through a
central an81e of21 '02'04", an arc distance of225.44 feet to a point oftangency;
3. North 70'53'08" West, a distance of 132.90 feet to the beginning of a tangent
curve concave to the East;
P~paled Uy
CALVI'N, GIORDANO AND ASSOClATES, INC.
I gOO Eller Drive, Suite 600
Fort Lauderdlllc, florid. 33316
December 9, 2003
J.>:\ProjecLS\lOO\\012IlJJ Uulrs~am Park Boundary Su,...,.ey of Miami l..>Mde }'ortion\sUJ{V~Y\Leilal1JescriptioflslPTopolIed
Commercl.al Aru,doc
Sheet 1 of 3 Sheets
4. Northwesterly on the arc of said curve having a radius of 25.00 feel, through a
central angle of 88053'36", an arc distance of 38.79 feet to a point of reverSe
curvature with a curve concave to the Northwest, said point being located on the
West line of said Tract A, DONN ACRES;
THENCE Northeasterly on said West line of Tract A and on the arc of said curve having
a radius of3909.83 feet, through a central angle of 07046'10", an arc distance of 530.18
feet to the Northwest corner of said Tract A and the intersecl10n with said North line of
Section 34;
THENCE North 88001 '22" East on said North line of Tract A and said North line of
Section 34, a distance of 461.38 feet to the POINT OF BEGINNING;
Said lands lying in the City of AventUfa, Miami-Dade County, Florida and containing
357,994 square feet (8.218 acres) more or less.
NOTES:
I. Not valid without the signature and original embossed seal of a Florida licensed
Professional Surveyor and Mapper.
2. Lands described hereon were not abstracted, by the surveyor, for ownership,
easements, rights-of-way or other instnunents that may appear in the Public
Records of Miami-Dade County.
3. Bearings shown hereon are relative to the North line of Tracts A and B, DONN
ACRES, as recorded in Plat Book 76, Page 30, Miami-Dade County Records,
with said North line having a bearing of South 88001 '22" West.
4. The description contained herein and the attached sketch, does not represent a
field Boundary Survey.
SSOClA TES, INe.
Date: ;1, -<1-0 ::I;
Plepared By.
CALVrN, (jIORDANO ANn ASSOCIATES. rNC.
J 800 Ella Drive, SUltr 600
F,)d L1uderda1c. Florida 3D 16
December ~.100]
1':\Project.~\2001\(}1219) Gulfstn::.m Park Boundary Survey of Miami Dade Portlon\SURVE.Y\Legal Deseriptioo&\Proposed
Commercial AreOidoc
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EXHIBIT "I"
LEGAL DESCRIPTION - REZONED PROPERTY
ftl-srvOl\423950vll
I-I
LAND DESCRJPTION
PROPOSED RESIDENTIAL AREA B
GULFSTREAM PARK
CITY OF A VENTURA, MIAMI-DADE COUNTY, FLORIDA
Portions of Tract A, DONN ACRES, according to the plat thereof as recorded in Plat
Book 76. Page 30 of the Public Records of Miami-Dade County, Florida, being more
particularly described as follows:
COMMENCE at the Northeast corneT of Tract B of said DONN ACRES and the
Northeast comer of Section 34, Township 51 South, Range 42 East;
THENCE South 88001'22" West on the North line of said Tracts A and B and the North
line of said Section 34, a distance of J 361.77 feet to the POINT OF BEGINNING;
THENCE South 01058'38" East, a distance of 629.4J feet to the intersection with the
North line of a parcel of land conveyed to the City of Avcntura for highway purposes by
Right-of-Way Deed recorded in Official Records Book 17973, Page 3869 of the Public
Records of Miarni-Dade County, Florida;
THENCE North 88001'22" East on said North line, a distance of784.J5 feet;
THENCE North 01058'49" West, a distance of98.61 feet;
THENCE North 12014'00" East, a distance of23.20 feet;
THENCE North 02003'19" West, a distance of 127.70 feet to the beginning of a tangent
curve concave to the West;
THENCE Northwesterly on the arc of said curve having a radius of 45 \.05 feet, through
a central angle of 10018'24", an arc distance of 81.14 feet to a point of tangency; .
THENCE North \2021 '43" West, a distance of 304.92 feet to the intersection with said
North line of Tract A and said North line of Section 34;
THENCE North 88001'22" East on said North line of Tracl A and said North line of
Section 34, a distance of 840.99 feet to the POINT OF BEGINNTNG;
Said lands lying in the City of Aventura, Miami-Dade County, Florida and containing
50 1,334 square feet (11.509 acres) more or less.
Prepared ny
CALVIN, GIORDANO AND ASSOCLA TES,INC.
j gOO JjlJu Driw:, Suite 600
Fort Lalldf.rd~le. Florida :13316
December q, 200]
f>:l.ProjeclS\2001 1012193 GulfSlKa.m Park. Aoundny Survey of Mia.mi Dade Portion\SURVEY\Legal Descriptions\Prnpas~
Ruidentia.l Area Bdo~
Sheet I of 3 Sheets
- -
NOTES:
J. Not valid without the signature and original embossed seal of a Florida licensed
Professional Surveyor and Mapper.
2. Lands described hereon were not abstracted, by the surveyor, for ownership,
easements, rights-of.way or other instruments that may appear in the Public
Records of Miarni-Dade County.
3. Bearings shown hereon are relative to the North line of Tracts A and B, DONN
ACRES, as recorded in Plat Book 76, Page 30, Miami-Dade County Records.
with said North line having a bearing of South 88001 '22" West.
4. The description contained herein and the attached sketch, does not repTesent a
field Boundary Survey.
Date: /2-'1-&3
Pr~pared By
CALVrN. GIORDANO AND ASSOCI}. TES. INC
1800 Eller Driyc, Suite 600
Fort L.iluderd<tle, Fiorida )3} 1 fI
December 9. 2003
P-\ProJt'Cts\2001\0121Q) (iulfstn::lIm Park Boundlry Surveyor Miami nadl: PortiQfl\sURVEy\Legal ~criptions\Pro?osci.l
Residenllal ArclI B doc
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EXHIBIT" J"
EASEMENT AGREEMENT
f\1_sr;OI\4239S0~11
J-1
This instrument
Prepared by and, following
recording will return to:
Jonathan S. Gelman, Esq.
Greenberg Traurig, P.A.
401 East Las alas Boulevard, Suite 2000
Fort Lauderdale, FL 33301
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (this "Agreement") is made this _ day of
2004, by and between the CITY OF A VENTURA, a Florida municipal corporation ("Grantor"),
and GULFSTREAM PARK RACING ASSOCIATION, INC., a Florida corporation ("Grantee").
(WHEREVER USED HEREIN. THE TERMS "GRANTOR" AND "GRANTEE" INCLUDE ALL OF THE
PARTIES TO THIS INSTRUMENT AND THE HEIRS, LEGAL REPRESENTATIVES AND ASSIGNS
OF INDIVIDUALS AND THE SUCCESSORS AND ASSIGNS OF CORPORATIONS OR OTHER
ENTITIES.)
WIT N E SSE T H:
WHEREAS, simultaneously with the execution and delivery of this Agreement, Grantee
has conveyed to Grantor that certain real property located in Miami-Dade County, Florida, as
more particularly described on Exhibit "A" attached hereto and made a part hereof (the "New
P ark Property");
WHEREAS, Grantor is also the owner of that certain real property located in Miami-
Dade County, Florida, as more particularly described on Exhibit "B" attached hereto and made a
part hereof (the "Adjacent Park Property");
WHEREAS, Grantee is the owner of that certain real property located in Miami-Dade
County, Florida, as more particularly described on Exhibit "(;C' attached hereto and made a part
hereof (the "Grantee Property");
WHEREAS, Grantee desires certain easements over the New Park Property and the
Adjacent Park Property for the benefit of the Grantee Property, all as more particularly set forth
below; and
WHEREAS, Grantor has agreed to grant the aforesaid easements to Grantee upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the sum of TEN AND 001100 DOLLARS
($10.00) and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as
follows:
1. Recitations; Certain Definitions. The foregoing recitations are true and
correct and are incorporated herein by this reference. As used herein, the following terms shall
have the following meanings:
(a) "Canal Bank Maintenance Easement Area" will mean that certain
portion of the New Park Property and the Adjacent Park Property more particularly described on
Exhibit "D" attached hereto and made a part hereof.
(b) "Canal Easement Area" will mean that certain portion of the
Adjacent Park Property more particularly described on Exhibit "E" attached hereto and made a
part hereof.
(c) "Drainage Easement Area" will mean those certain portions of the
New Park Property that, from time to time, contain Drainage Facilities.
(d) "Drainage Facilities" will mean any ex filtration trenches, inlets,
out falls, drainage pipes or other systems facilitating on-site or off-site surface and underground
water drainage now or hereafter located within the New Park Property, including any relocation
or reconfiguring of the same; provided "Drainage Facilities" shall specifically exclude retention
areas.
(e) "Easement Area" will mean, collectively, the Canal Bank
Maintenance Easement Area, Canal Easement Area, Drainage Easement Area and Utility
Easement Area.
(f) "Legal Requirements" will mean any and all applicable federal,
state, county and municipal laws, ordinances, regulations, codes, rules or orders including
without limitation, requirements relating to minimum environmental protection, land use, and
zoning laws and regutatioll,.
(g) "Utility Easement Area" will mean that certain portion of the New
Park Property more particularly described on Exhibit "F" attached hereto and made a part hereof.
2. Grant of Easement. Grantor hereby grants and conveys to and establishes
for the benefit of Grantee and its successors and assigns and for the benefit of the Grantee
Property the following easements upon, over and through the New Park Property and the
Adjacent Park Property (as applicable):
-2-
(a) Drainage. A non-exclusive, perpetual easement for the drainage
and flowage of surface and underground stonnwater runoff originating from any portion of the
Grantee Property over, on, under, through and across the Drainage Easement Area as now
existing or hereafter located and a non-exclusive, perpetual easement for the purpose of
construction, installation, operation, maintenance, connection, repair, relocation and removal of
Drainage Facilities over the Drainage Easement Area, provided, however the easements granted
pursuant to this Section lea) shall not unreasonably interfere with or otherwise unreasonably
restrict the use of the New Park Property as a public park and for all purposes accessory and
incidental thereto including, but not limited to, docks accessory or incidental to the Property's
use as a public park, and provided, further, that this easement shall not pennit any substantial
increase in the amount of surface and underground stonnwater runoff draining, retaining or
detaining in the Drainage Easement Area from that currently existing or pennitted by Legal
Requirements. In the event that it is specifically required under an established policy of general
applicability pursuant to any comprehensive plan adopted pursuant to Chapter 163, Florida
Statutes, local governmental ordinance or resolution, state statute or by adopted rule of any
regional or state regulatory agency that the Drainage Facilities, as now existing or hereafter
located, provide surface water drainage capacity or service for any or all of those certain
properties located in Broward County, Florida adjoining the Grantee Property which properties
are now owned by Grantee (the "Other Properties"), then, in such event, the easement rights
granted in this Section lea) shall further benefit the Other Properties any provision herein to the
contrary notwithstanding;
(b) Utilities. A non-exclusive, perpetual easement for the purpose of
construction, installation, operation, maintenance, connection, repair, relocation and removal of
water and sewer, electricity, telephone, natural gas and telecommunication cables and facilities
(the "Utilities"), over, on, upon, across, under and through the Utility Easement Area;
(c) Canal Construction and Maintenance - New Park Property. A
non-exclusive, perpetual easement for the purpose of construction, installation, operation,
maintenance, repair and replacement of a canal and related structures over, on, upon, across,
under and through the Canal Bank Maintenance Area; and
(d) Canal Construction and Maintenance - Adiacent Park Property. A
non-exclusive, perpetual easement for the purpose of construction, installation, operation,
maintenance, repair and replacement of a canal and related structures over, on, upon, across,
under and through the Canal Easement Area.
3. Infrastructure Work. In the event that Grantee exercises its rights granted
hereunder for any construction, installation, operation, maintenance, repair or replacement of
improvements and facilities on the Easement Area for the use and benefit of the Easement Area
for the purposes herein provided (such improvements and facilities being referred to herein as the
"Infrastructure" and such construction, installation, operation, maintenance, repair or
-3-
replacement of the Infrastructure being referred to herein as the "Infrastructure Work"), then the
Infrastructure Work shall be subject to the following conditions:
(a) Cost. The costs of any Infrastructure Work shall be borne solely
and exclusively by the Grantee;
(b) Compliance. All Infrastructure Work shall be performed In
compliance with Legal Requirements;
(c) No Interference. No Infrastructure Work shall unreasonably
interfere with or otherwise unreasonably restrict the use of the New Park Property and Adjacent
Park Property as a public park and for all purposes accessory and incidental thereto including,
but not limited to, docks accessory or incidental to the New Park Property's use as a public park;
(d) Restoration. Upon completion of any Infrastructure Work or
portions thereof and sooner if reasonably practicable, the Grantee shall, at its sole cost and
expense, repair, restore, and/or replace, as applicable, those portions of the New Park Property
and Adjacent Park Property and any improvements thereon affected by said work to no less than
their condition and appearance prior to said work; and
(e) Liens. Grantee hereby represents, warrants and covenants to the
Grantor that the New Park Property and Adjacent Park Property shall be at all times free and
clear of all liens, claims and encumbrances created by or through Grantee in connection with the
Infrastructure Work. If any lien or notice of lien shall be filed against the fee simple title of the
New Park Property and Adjacent Park Property created by or through Grantee, the Grantee shall
promptly cause the same to be discharged of record by payment, deposit, bond, or order of a
court of competent jurisdiction.
4. Term of Easement. The easements described herein shall commence on
the date hereof and shall be for a perpetual term.
5. Maintenance. Grantee shall, at its expense, maintain the Easement Area
any and all Infrastructure Work constructed thereon in good condition and state of repair and in
accordance with all Legal Requirements. Grantee shall be solely responsible for and promptly
perform at its cost any expense all repairs, replacements or restoration related to damages to the
New Park Property and Adjacent Park Property caused by the acts or omissions of Grantee, its
employees, agents, contractors, and invitees.
6. Indemnitv. To the maximum extent permitted under applicable law,
Grantee hereby agrees to indemnify, defend (through attorneys reasonably acceptable to Grantor)
and hold harmless Grantor its elected officials, employees, agents, successors and assigns from
and against any and all claims, damages, losses, liabilities, costs and expenses (including
reasonable attorneys' fees actually incurred) which may at any time hereafter be asserted against
or suffered by Grantee arising out of or resulting from any and all liability relating in any way to
-4-
Grantee's exercise of its rights hereunder including, but not limited to, the performance of any
Infrastructure Work performed by Grantee its employees, agents, contractors, and invitees,
except only to the extent caused by Grantor, its employees, agents, contractors or invitees.
7. Enforcement. In the event of a breach of any of the covenants or
agreements set forth in this Agreement, the parties shall be entitled to any and all remedies
available at law or in equity, including, but not limited to, the equitable remedies of specific
performance or mandatory or prohibitory injunction issued by a court of appropriate jurisdiction.
The parties hereto agree that in the event it becomes necessary for Grantor or Grantee to defend
or institute legal proceedings as a result of the failure of the other party to comply with the terms,
covenants, agreements and/or conditions of this Agreement, it is understood and agreed that the
prevailing party in such litigation shall be entitled to be reimbursed from the defaulting party for
all costs incurred or expended in connection therewith, including, but not limited to, reasonable
attorneys' fees (including appellate fees) and court costs.
8. Binding Effect. The covenants contained in this Agreement are not
personal, but shall run with the land and shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, personal representatives, successors and assigns.
9. Appurtenant Easement. The Grantee Property is adjacent to the New Park
Property and the Adjacent Park Property, and the easements herein granted are for the benefit of
the Grantee Property and therefore are appurtenant thereto and shall run with the land.
10. Amendment. This Agreement may not be modified, amended or
terminated without the prior written approval of the then owners of the land who are benefited or
burdened by the provisions of any amendment to this Agreement.
II. Waiver. No waiver of any of the provisions of this Agreement shall be
effective unless it is in writing, signed by the party against whom it is asserted, and any such
written waiver shall only be applicable to the specific instance to which it relates and shall not be
deemed to be a continuing or future waiver.
12. Captions. The captions and paragraph headings contained in this
Agreement are for convenience and reference only and in no way define, describe, extena or
limit the scope or intent of this Agreement, nor the intent of any provision hereof.
13. Counterparts. This Agreement may be executed in one or. more
counterparts, each of which shall be deemed to be an original, but all of which, when taken
together, shall constitute one and the same Agreement.
14. Notices. Any and all notices authorized or required hereunder shall be in
wntmg and shall be deemed to have been duly given when delivered by hand or three (3)
business days after deposit in the United States mail, by certified or registered mail, return
receipt requested, postage prepaid, and addressed as follows, or to such other address as either
-5-
..,..-' --
. "T.
party shall from time to time designate to the other in wntmg, or, in the absence of such
designation (e.g., a new owner who fails to notify the other parties), to the person and address
shown on the then current real property tax rolls of Miami-Dade County, Florida, to wit:
If Grantor:
City of Aventura
2999 N.E. 191st St., Suite 500
Aventura, Florida 33180
Attention: Eric M. Soroka, City Manager
With a copy to:
City of Aventura
2999 N.E. 191st St., Suite 500
Aventura, Florida 33180
Attention: City Attorney
If to Grantee:
Gulfstream Park Racing Association, Inc.
901 South Federal Highway
Hallandale, Florida 33009
Attention: Scott Savin, President
With a copy to:
Magna Entertainment Corp.
285 West Huntington Drive
Arcadia, California 91007
Attn: Scott Daruty, Esq.
15. Severabilitv. In the event any term or provision of this Agreement is
determined by appropriate judicial authority to be illegal or otherwise invalid, such provision
shall be given its nearest legal meaning or be construed as deleted as such authority determines,
and the remainder of this Agreement shall be construed in full force and effect.
16. Entire Agreement. ThiS Agreement constitutes the entire Agreement
between the parties with respect to the subject matter hereof and supersedes all prior agreements,
understandings and arrangements both oral and written, between the parties with respect thereto.
17. Associations. Grantee shall have the right to assign its interest in this
Agreement, whether in whole or in part, to a property owners association or associations which
may, from time to time, be established for the governance of all or any portion or portions of the
Grantee Property (individually, an "Association" and, collectively, the "Associations") and
thereby be released from any further obligations hereunder, provided that any such assignment is
accomplished by a duly authorized instrument executed by Grantor, properly witnessed and
acknowledged, and recorded in the Public Records of Miami-Dade County, Florida, and
-6-
provided further that such Association and/or Associations, as applicable, assumes, in writing,
the obligations of Grantee hereunder.
18. Insurance.
(a) Prior to Grantee's entry onto any Easement Area or prior to
commenCement of any Infrastructure Work, Grantee shall be required to obtain and maintain the
following insurance with respect to such Easement Area. Grantee shall carry and maintain, at its
own cost and expense, the following insurance: (i) if applicable, "All Risk" property insurance
for the seawall for the full replacement cost of the seawall; (ii) commercial general liability
insurance with a minimum limit of liability of $5,000,000 combined single limit for bodily injury
or death/property damage arising out of anyone occurrence; (iii) Workers' Compensation
Insurance as required by law; and (iv) automobile liability insurance covering all owned, hired,
and non-owned vehicles in use by Grantee, its employees and agents with minimum limits of
$2,000,000 combined single limit for bodily injury or death/property damage arising out of any
one occurrence.
(b) Grantee will name the Grantor as an additional insured under its
commercial general liability policy and automobile liability insurance policy required to be
obtained. Grantee will require its insurance company to give at least thirty (30) days prior
written notice of termination, cancellation, non-renewal, or material alteration of the policy to the
additional insured, except for termination or cancellation for non-payment of premium, which
notice will be ten (10) days.
(c) Certificates of insurance for each insurance policy required to be
obtained by Grantee in compliance with this Section 18, along with written evidence of payment
of required premiums shall be filed and maintained with Grantor upon execution of this
Agreement by Grantee and annually during the term of the Agreement. Grantee shall
immediately advise Grantor of any claim or litigation that may result in liability to Grantor.
(d) All insurance required to be obtained shall be effected under valid
and enforceable policies, insured by insurers licensed to do business by the State of Florida and
shall be rated A + or better by A.M. Best Company.
(e) Grantee shall require that each and everyone of its contractors and
their subcontractors who perform work on the Property to carry, in full force and effect, workers'
compensation, comprehensive public liability and automobile liability insurance coverages of the
type which Grantee is required to obtain under the terms of this Section 18 with appropriate
limits of insurance.
(I) The foregoing insurance requirements shall not relieve or limit the
liability of Grantee. Grantor does not in any way represent that the types and amounts of
insurance required hereunder are sufficient or adequate to protect Grantee's interest or liabilities,
but are merely minimum requirements established by the Grantor. Grantor reserves the right to
-7-
require any other reasonable insurance coverages that Grantor deems reasonably necessary
depending upon the risk of loss and exposure to liability in the context of Grantee's use of the
Easement Areas pursuant to this Agreement. Grantee agrees to indemnify and save harmless
Grantor from and against the payment of any deductible and from the payment of any premium
on any insurance policy required to be furnished by this Agreement.
(g) Once every five (5) years during the term of this Agreement,
Grantor may review the insurance coverages to be carried by Grantee. If Grantor determines that
higher limits of coverage are necessary to protect the interests of Grantor, Grantee shall be so
notified and shall obtain the additional limits of insurance, at its sole cost and expense.
19. No Waiver of Police Power. Grantor cannot, and hereby specifically does
not, waive or relinquish any of its regulatory approval or enforcement rights and obligations as it
may relate to regulations of general applicability which may govern Grantee's Property, the
Infrastructure Work, the Easement Areas and any other exercise of Grantee of its rights
hereunder. Nothing in this Agreement shall be deemed to create an affirmative duty of Grantor
to abrogate its sovereign right to exercise its police powers and governmental powers by
approving or disapproving or taking any other action in accordance with its zoning and land use
codes, administrative codes, ordinances, rules and regulations, federal laws and regulations, state
laws and regulations, and grant agreements. In addition, nothing herein shall be considered
zoning by contract.
20. As-Is. Grantee accepts the Easement Areas in the condition existing as of
the date of execution of this Agreement. Grantor makes no representation or warranty with
respect to the condition of the Easement Areas and Grantor shall not be liable for any latent or
patent defect in the Easement Areas. Grantor shall not at any time be liable for injury or damage
occurring to any person or property from any cause whatsoever arising out of Grantee's exercise
of its rights hereunder, except and only to the extent caused by Grantor, its employees, agents,
contractors or invitees.
21. Third Partv Beneficiaries. Neither Grantor nor Grantee intend to directly
or substantially benefit a third party by this Agreement. Therefore, the parties agree that there
are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert
a claim against either of them based upon this Agreement.
22. No Waiver of Sovereign Immunitv. The Landlord does not waive any
rights of sovereign immunity that it has under applicable law.
23. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AGREEMENT
SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY IN THE STATE. THE
PARTIES AGREE THAT VENUE FOR AND LEGAL ACTION INSTITUTED IN
CONNECTION WITH THIS AGREEMENT SHALL BE IN MIAMI-DADE COUNTY,
-8-
FLORIDA. THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY
MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR
ARISING OUT OF THIS AGREEMENT.
24. Rights Reserved. The easement rights granted herein are non-exclusive in
nature and are subject to all matters of record without reimposing same. Grantor shall have the
right to use, and construct improvements in, the Easement Area for public park purposes and for
all purposes accessory and incidental thereto including, but not limited to, docks accessory or
incidental to the Easement Area's use as a public park. The Grantor is the Owner of the
Easement Area, has full power and authority to grant the easements herein granted and Grantee
shall enjoy the use of the easements for the purposes set forth herein.
[signatures of parties follow on next page]
-9-
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this _ day
of , 2004.
Witnesses:
GRANTEE:
GULFSTREAM PARK RACING
ASSOCIATION, INC., a Florida corporation
Print Name:
By:
Name:
Title:
Print Name:
Date: January_,2004
GRANTOR:
Attest:
CITY OF A VENTURA, a Florida municipal
corporation
By:
Teresa M. Smith, CMC
City Clerk
Eric M. Soroka
City Manager
Approved as to legal form and sufficiency:
Date: January _, 2004
By:
City Attorney
STATE OF
COUNTY OF
)
)SS:
)
The foregoing instrument was acknowledged before me thiS _ day of
2004 by Eric M. Soroka as City Manager of CITY OF A VENTURA, a Florida municipal
corporation. He/she/they personally appeared before me, is/are personally known to me or
produced as identification.
[NOTARY SEAL]
Notary:
Print Name:
Notary Public, State of
My commission expires:
-10-
STATE OF
COUNTY OF .
)
)SS:
)
The foregoing instrument was acknowledged before me this _ day of
20 by as of GULFSTREAM PARK
RACING ASSOCIATION, INC., a Florida corporation. He/she personally appeared before me,
is personally known to me or produced as identification.
[NOTARY SEAL]
Notary:
Print Name:
Notary Public, State of
My commission expires:
-11-
EXHIBIT" A"
New Park Property
A-I
LAND DESCRIPTION
PROPOSED CITY PARK
GULFSTREAM PARK
CITY OF A VENTURA, MIAMI-DADE COUNTY, FLORIDA
Portions of Tract A and Tract B, DONN ACRES, according to the plat thereof as
recorded in Plat Book 76, Page 30 of the Public Records of Miami-Dade County, Florida,
being more particularly described as follows:
COMMENCE at the Northeast comer of said Tract B and the Northeast comer of Section
34, Township 51 South, Range 42 East;
THENCE South 02'21 '14" East on the East line of said Tract B and the East line of said
Section 34, a distance of 320.00 feet to the POINT OF BEGINNING;
THENCE continue South 02'21'14" East on said East line of Tract B and said East line
of Section 34, a distance of 221.55 feet to the Northeast comer of a parcel of land
conveyed to the City of Aventura for highway purposes by Right-of-Way Deed recorded
in Omcial Records Book 17973, Page 3869 of the Public Records of Miami-Dade
County, Florida;
THENCE on the North line of said Parcel conveyed to the City of Aventura the following
three (3) courses and distances;
1. South 50'29'14" West, a distance of 32.10 feet (31.83 feet by deed) to the
beginning of a tangent curve concave to the Northwest;
2. Southwesterly on the arc of said eurve having a radius of 330.00 feet, through a
central angle of 37'32'07" (37'34'38" by deed), an arc distance of 216.19 feet
(216.43 feet by deed) to a point of tangency;
3. South 88'01 '22" West, a distance of638.03 feet;
THENCE North 02'2J '14" West, a distance of31O,06 feet;
THENCE North 88'03' 52" East, a distance of 865.12 feet to the POINT OF
BEGINNING;
Said lands lying in the City of Aventura, Miami-Dade County, Florida and containing
261,571 square reet (6.005 acres) more or less.
PTr:pan::d Dy:
CAL VIN, f.iJORDANO ANn AS~OCIATES. INC.
1)(00 Eller IJnve, Suite 500
Fori uud~d.lf'. Florida 3)316
December 9, :ZOOJ
?:\PrOjccls\1001\01219J Gulfsrrcam Parle Boundary Surveyor "-"I ann Dlde ?ortlon\SURVEY\Lcgal Descriplions\Proposed City
Park..dlX:
Sheet I oD Sheet~
NOTES:
I. Not valid without the signature and original embossed seal of a Florida licensed
Professional Surveyor and Mapper.
2. Lands described hereon were not abstracted, by the surveyor, for ownership,
easements, rights-of-way or other instruments that may appear in the Public
Records of Miami-Dade County.
3. Bearings shown hereon are relative to the East line of Tract B, DONN ACRES, as
recorded in Plat Book 76, Page 30, Miami-Dade County Records, with said East
line having a bearing of South 02021' 14" East.
4. The description contained herein and the attached sketch, do not represent a field
Boundary Survey.
SSOCIATES, INC.
Date: /1.,',,/-03
rrcparcd Uy:
CAt.YrN. GIORDANO AND ASSOCIATES, J'NC
I goo Eller Drive, Sullc 600
f-"ort L1uderdillc, Florida 3JJ \ 6
LJcccmbt':r 9, 200)
P:\PrOjcCI~\200I\012]9] Gulfsln::lIm Parx. Boundary Survey of Miami Dade Pon;on\sURVEy\Lega] Dcs.criptionslJ'roposed City
P3rk dor
Sheet 2 of3 Sheets
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EXHIBIT "B"
Adjacent Park Property
B-1
DESCRIPTION:
A PORTION OF TRACT 'I', THE WA TERWA YS - SECTION 3, AS RECORDED IN PI.A T
BOOK 125, PAGE 78 OF THE PUBLIC RECORDS OF MIAMI DADE COUNTY, FLORIDA,
MORE PARTlCULARI. Y DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID TRACT 'I', THENCE NORTH 87'
51'15' EAST, ALONG THE NORTHERLY LINE OF SAID TRACT '1',305.0IFEET;
THENCE SOUTH 02' 21' 59' EAST, CONTINUING ALONG SAID NORTHERL Y LINE AND
THE SOUTHERLY PROJECTION THEREOF,95,32 FEET TO A l'OINT ON THE ARC OF
A NON-TANGENT CURVE, CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF
474,00 FEET, AND A RADIAL BEARING OF SOUTH 10' 44' 08' EAST, SAID CURvE
ALSO BEING THE NORTHERLY LIMITS OF YACHT CLUB DRIVE AS SHOWN ON SAID
PLA T; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID NON' TANGENT CURVE
THROUGH A CENTRAL ANGLE OF 43' 43' 32', AN ARC DISTANCE OF 361.74
FEET/THENCE NORTH 02'~' 50/WEST, ALONG THE WEST LNE OF SMD TRACT
'1',274.24 FEET TO THE POINT OF BEGINNING.
SAID LANDS LYING IN THE CITY OF AVENTURA. MIAMI DADE COUNTY, FLORIDA,
CONT AINING 1,1083 ACRES (48,277 SOUARE FEET) MORE OR LESS.
EXHIBIT "C"
Grantee Property
C-l
LAND DESCRIPTION
PROPOSED RESIDENTIAL AREA
GULFSTREAM PARK
ClTY OF A VENTURA, MIAMI-DADE COUNTY, FLORIDA
Portions of Tract A and Tract B, DONN ACRES, according to the plat thereof as
recorded in Plat Book 76, Page 30 of the Public Records of Miami-Dade County, Florida,
being more particularly described as follows:
COMMENCE at the Northeast comer of said Tract B and the Northeast comer of Section
34. Township 5 t South, Range 42 East;
THENCE South 02'2 1'14" East on the East line of said Tract B and the East line of said
Section 34, a distance of 245.00 feet to the POINT OF BEGINNING;
THENCE continue South 02021' 14" East on said East line of Tract B and said East line
orSection 34. a distance of75.00 feet;
THENCE South 88003'52" West, a distance of865.12 feet;
THENCE Soutb 02021'14" East, a distance of 310.06 feet to the intersection with the
North line of a parcel of land conveyed to the City of A ventura for highway purposes by
Righl-of- Way Deed recorded in Official Records Book 17973, Page 3869 of the Public
Records of Miami-Dade County, Florida;
THENCE South 88001 '22" West on the North line of said Parcel conveyed to the City of
Aventura, a distance of 1284.95 feet;
THENCE North 01058'49" West, a distance of 98.61 feet;
THENCE North 12014'00" East, a distance of23.20 feet;
THENCE North 02003'19" West, a distance of 127.70 feet to the beginning ofa Tangent
curve concave to the West;
THENCE Northerly on the arc of said curve, having a radius of 451.05 feet, through a
central angle of 10"18'24", an arc distance of81.14 feet to a point of Tangency;
THENCE North 12021'43" West, a distance of 304.92 feet to the intersection with the
North line or said Tract A and the North line of said Section 34;
Prepared By
CALVIN, GIQRD,A.NO AND ASSOC1A TES, fNC
1800 Eller Drive, Suite 600
Fort L:.tuderdale, Flurida 3.3316
December 9, 2003
r:\ProJf:ClS\2001 \01 ~]lJJ GlIllsln::am Park Boundary Survey of Miami D:lde PortionI.SURVEY\Leg<l] Descriplions\Proposed
Residtntlal Area A & B.doc
Sheet I 00 Sheets
THENCE North 88001 '22" East on said North line of Tract A, the North line of said
Tract B and said North line of Section 34, a distance of 1642.39 feet;
THENCE South 50020' I 0" East, a distance of 329.64 feet to the beginning of a tangent
curve concave to the Northeast;
THENCE Southeasterly on the arc of said curve having a radius of J 02.00 feet, through a
central angle of 41 035 '58", an arc distance of 74.06 feet to a point of tangency;
THENCE North 88003'52" East, a distance of 247.93 feet to the POINT OF
BEGINNING;
Said lands lying in the City of Aventura, Miami-Dade County, Florida and containing
988,266 square feet (22.688 acres) more or less.
NOTES:
1. Not valid without the signature and original embossed seal of a Florida licensed
Professional Surveyor and Mapper.
2. Lands described hereon were not abstracted, by the surveyor, for ownership,
easements, rights-of-way or other instruments that may appear in the Public
Records of Miami-Dade County.
3. Bearings shown hereon are relative to the East line of Tract B, DONN ACRES, as
recorded in Plat Book 76, Page 30, Miami-Dade County Records, with said East
line having a bearing of South 02021' 14" East.
4. The description contained herein and the attached sketch, do not represent a field
Boundary Survey.
Date: /Z--ZZo3
Prepared By"
CALVIN, (JIOlm!\NO AND ASSOCIATES, INC
1800 Eller DriVe. ".Wlt; 600
Fori Laudcrdak. I-i,lrid;] 33\ 16
DeCClnber9, 2(Hl.1
P"\f'rujecrs\2001\UI2IljJ Gulfstl't:am PlIrk Boundary Survey of !VItam Dilde Portion\sURVEY\Legal Desl.:l"ipLiollsIProposed
Residential Area A & Bdoc
Sheet 2 of 3 Sheets
,P:\PRo..(crS\2001\Ol219J GUlrSTR(AM PARK BOUNDARY SuRVEr or l.Il,l,Ml DAD[ PORnON\SURI/[Y\SK[TCH\SQ4-EXH-SKT-REV-12050J,DWG GC RES-A-B 12-19-200J
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LAND DESCRIPTION
PROPOSED COMMERCIAL AREA
GULFSTREAM PARK
CITY OF A VENTURA. MIAMI-DADE COUNTY. FLORIDA
Portion of Tract A, DONN ACRES, according to the plat thereof as recorded in Plat
Book 76, Page 30 of the Public Records of Miami-Dade County, Florida, being more
particularly described as follows:
COM:MENCE at the Northeast corner of Tract B of said DONN ACRES and the
Northeast comer of Section 34, Township 5 I South, Range 42 East;
THENCE South 88'01'22" West on the North line of said Tracts A and B and the North
line of said Section 34, a distance of 2202. 76 feet to the POINT OF BEGINNING;
THENCE South 12021'43" East, a distance of 304.92 feet to the beginning of a tangent
curve concave to the West;
THENCE Sou!hew;lerly on !he arc of said curve having a radius of451.05 feet, through a
central angle of 10018'24", an arc distance of 81.14 feet to a point of tangency;
THENCE South 02'03'19" East, a distance of127.70 feet;
THENCE South 12014'00" West, a distance of23.20 feet;
THENCE South 01058'49" East, a distance of 98.61 feet to the intersection with the
North line of a parcel of land conveyed to the City of Aventura for highway purposes by
Right-of-Way Deed recorded in Official Records Book 17973, Page 3869 of the Public
Records of Miami-Dade County, Florida;
THENCE on said North line of a Parcel of land conveyed to the City of Aventura the
following four (4) courses and distances;
1. South 88'01'22" West, a distance of 306.73 feet to the beginning of a tangent
curve concave to the Northeast;
2. Northwesterly on the arc of said curve having a radius of 614.09 feet, through a
central angle of21 002'04", an arc distance of225.44 feet to a point of tangency;
3. North 70053'08" West, a distance of 132.90 feet to the beginning of a tangent
curve concave to the East;
Prepared By:
CALVIN. GIORDANO AND ASSOCIATES, me.
! 800 Eller Drive, Suite 600
Fort Lauderdlle. Aoridl 33316
December 9, 200)
P:\f>Tojects\lOOI\012193 Gul{strclm Park Boundary SUJ"\Iey oC Miami o.de Portion\SURVI::-:Y\Lcall Dt'!>CriptiontlPmposcd
Commercial Area.doc
Sheet I of3 Sheets
4. Northwesterly on the arc of said curve having a radius of 25.00 feet, through a
central angle of 88053'36", an arc distance of 38.79 feet to a point of reverse
curvature with a curve concave to the Northwest, said point being located on the
West line of said Tract A, DONN ACRES;
THENCE Northeasterly on said West line of Tract A and on the arc of said curve having
a radius of 3909.83 feet, through a central angle of 07046'10", an arc distance of 530.18
feet to the Northwest comer of said Tract A and the intersection with said North line of
Section 34;
TIiENCE North 88001'22" East on said North line of Tract A and said North line of
Section 34, a distance of 461.38 feet to the POINT OF BEGINNING;
Said lands lying in the City of AVCDtura, Miami-Dade County, Florida and containing
357,994 square feet (8.218 acres) more or less.
NOTES:
1. Not valid without the signature and original embossed seal of a Florida licensed
Professional Surveyor and Mapper.
2. Lands de'scribed hereon were not abstracted, by the surveyor, for ownership,
easements, rights-of-way or other instruments that may appear in the Public
Records of Miami. Dade County.
3. Bearings shown hereon are relative to the North line of Tracts A and B, DONN
ACRES, as recorded in Plat Book 76, Page 30, Miami-Dade County Records,
with said North line having a bearing of South 88001'22" West.
4. The description contained herein and the attached sketch, does not represent a
field Boundary Survey.
Date: /1, -<1-0=3
rrcparcd By:
CALVIN, GIORDANO AND ASSOClATES. INC.
1800 Eller DriVt, Suite 600
Fort uuderd:.llc. Florida 33316
Deeember 9. 1(0)
P:\Projcet~IJOO\'i)12193 Gulfstra.m Park Boundary Survey of Miami D:ade Portitm\SURVEY\Legal Desaiptions\Proposcd
Commercial Area doc
Sheet 2 of3 Sheets
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EXHIBIT "D"
Canal Bank Maintenance Easement Area
D-l
LAND DESCRIPTION
20' EASEMENT
PORTION OF TRACT 1- THE WATERWAYS-SECTION 3
GULFSTREAM PARK
CITY OF A VENTURA, MIAMI-DADE COUNTY, FLORIDA
A portion of Tract I, THE W ATERW A YS - SECTION 3, according to the plat thereof as
recorded in Plat Book 125, Page 78 of the Public Records of Miami-Dade County,
Florida, together with a portion of Northeast 341h Avenue as shown on THE
WATERWAYS - SECTION 1, according to the plat thereof as recorded in Plat Book
122, Page 81 of the Public Records of Miami-Dade County, Florida all being more
particularly described as follows:
COMMENCE at the Northwest comer of Section 35, Township 5] South, Range 42 East,
Miami-Dade County, Florida;
THENCE South 02021 '14" East on the West line of said Section 35, a distance of320.00
feet to the Northwest comer of said Northeast 341h Avenue and the POINT OF
BEGINNING;
THENCE Nortb 88003'52" East, a distance of 351.02 feet to the intersection with the
West line of an existing 60 foot Canal Easement as shown on said THE WATER WAYS
- SECTlON 3;
THENCE South 02021 '14" East on said West line of a 60.00 foot Canal Easement, a
distance of 3.93 feet to a point on the arc of a non-tangent curve concave to the South,
from which the radius point of said curve bears South 10043'23" East;
THENCE Westerly on the arc of said curve, having a radius of 474.00 feet, through a
central angle of 08035'25", an arc distance of71.07 feet to a point of non-tangency;
THENCE South 88003'52" West, a distance of 281.74 feet to the intersection with said
West line of Section 35;
THENCE North 02021' 14" West on said West line of Section 35, a distance of20.00 feet
to the POINT OF BEGINNING:
Said lands lying in the City of Aventura, Miami-Dade County, Florida and containing
6,400 square feet (0.147 acres) more or less.
NOTES:
I'n::pJlcd Dy
C/\LVtN, UlORU.'\NO AND ASSOCJA TES, INC
1800 Eller DriYc, S'Jite baa
Furt Lauderdale, FllJliuiJ 3.3316
December <), 2003
1':\ProJel'ts\2001 Illl:!.l')] Gulfsll'eam Park Boundary Surveyor Miami Dade Porlion\..C;URVEY\Legal DescriplIons\WatcrwiJYs Parcel
2_uoc
Sheet 1 of 3 Sheets
I. Not valid without the signature and original embossed seal of a Florida licensed
Professional Surveyor and Mapper.
2. Lands described hereon were not abstracted, by the surveyor, for ownership,
easements, rights-of-way or other instruments that may appear in the Public
Records of Miami-Dade County.
3. Bearings shown hereon are relative to the West line of Section 35, Township 51
South, Range 42 East with said West line having a bearing of South 02021 '14"
East.
4. The description contained herein and the attached sketch, do not represent a field
Boundary Survey.
SSOCLA TES, lNC.
Date:
1'1~lZ -03
l'repared Oy:
CALVIN, (tlOIWANO AND ASSOCIATES, INr-
I ROO Eller Drive, Suite 6()O
Fort LllIderda1c, Flmiull )JJ 16
December 9, 2003
1':\ProJeds\lOOI\0121IJ] GlllCstrt:alll P<lrk Boul\uary Sllfvey of Miami Dade Portion\sURYEY\Legnl Descriplions\W..llerways Pan:t:1
2_doc
Sheet 2 of 3 Sheets
I P: \PRO..(CrS\2001\OI]19J CVLF5TRCAlr,j PARK BOUNDARY SuR'IfY or 1011.40"'1 DAD[ PORflON\SURl;fr\SKCTCH\SD4-(XH-SKf-REV-120S01DWG GC 20 (AS-'NAIWY 12-19-200J
riB
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o
LAND DESCRlPTION
PROPOSED 20' UTILITY EASEMENT
GULFSTREAM PARK
CITY OF A VENTURA, MIAMI-DADE COUNTY, FLORIDA
Portions of Tract A and Tract B, DONN ACRES, according to the plat thereof as
recorded in Plat Book 76, Page 30 of the Public Records ofMiarni-Dade County, Florida,
being more particularly described as follows:
COMMENCE at the Northeast corner of said Tract B and the Northeast corner of Section
34, Tuwnship 51 South, Range 42 Easl;
THENCE South 02021 '14" Easl on the East line of said Tract B and tbe East!ine of said
Section 34, a distance of 320.00 feet to the POrNT OF BEGrNNrNG;
THENCE continue South 0202] '14" East on said East line of Tract B and said East line
of Section 34, a distance of20.00 feet;
THENCE South 88003'52" West, a distance of 845.12 feet;
THENCE South 02021' 14" East, a distance of 290.04 feet to the intersection with the
North line of a parcel of land conveyed to the City of Aventura for highway purposes by
Right-of-Way Deed recorded in Official Records Book 17973, Page 3869 of the Public
Records ofMiarni-Dade COWlty, Florida;
THENCE South 8800 1'22" West on said North line, a distance of 20.00 feet;
THENCE North 02021 '14" West, a distance of3IO.06 feet;
THENCE North 88003'52" East, a distance of 865.12 feet to the POINT OF
BEGINNING;
Said lands lying in the City of Aventura, Miami-Dade County, Florida and containing
23,103 square feel (0.530 acres) more or less.
~OTFS'
1. Not valid without the signature and original embossed seal of a Florida licensed
Professional Surveyor and Mapper.
Prepared By.
CAl YIN. GIORDANO AND ASSOClA TES, INC.
1800 Eller Delve, Suilc 600
port utldcrdalc, Florida )])16
December 9,2003
fl:\PTo)eC:ls\J:001\01219J Gulf$lJ'ellm PUK lJoundll.ry Survey of Mi.mi o.de Portion\SURVI::V\Leglll Dueriptio";\Proposed 20' Utility
Easement.doc
Sheet I oD Sheets
2. Lands described hereon were not abstracted, by the surveyor, for owner;hip,
easements, rights-of-way or other instruments that may appear in the Public
Records of Miami-Dade County.
3. Bearings shown hereon are relative to the East line of Tract B, DONN ACRES, as
recorded in Plat Book 76, Page 30, Miami-Dade County Records, with said East
line having a bearing of South 02021'14" East.
4. The description contained herein and the attached sketch, do not represent a field
Boundary Survey.
ASSOCIATES, INC.
Dale: (l-Cf-03
Prepared By
CALVIN, GIORDANO AND ASSOCIATES. INC.
1800 Eller Drive, Suite 600
Fon '..auderdolc, Florida})J 16
D<:ccmber9.2001
?:\Projecls\200 1\012 J9J Gulfstrellrn P.rk Boundary Survey nrMiami Dade Portion\SURVEY\LcgIJ Dcscriplions\Propused 20' Utility
Enscmcnt.doc
Sheet 2 of3 Sheets
p. OJECTS I 0121'13 a..usTRO..w PNtt<: 9CV\IDARY SUR'o'EY (7' ""WI OAlX PORTION Sl.IR'o'EY\SI<(fOt SG4-[)Oi-SKJ-R(v-'20~J.OWC GC 20 E-'SWT 12-015-2003
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EXHIBIT "E"
Canal Easement Area
E-l
LAND DESCRIPTION
PORTION OF TRACT 1- THE WATERWAYS-SECTION 3
GULF STREAM PARK
CITY OF A VENTURA, MIAMI-DADE COUNTY, FLORIDA
A portion orTract I, THE WATERWAYS - SECTION 3, according to the plat thereof as
recorded in Plat Book 125, Page 78 of the Public Records of Miami-Dade County,
Florida, together with a portion of Northeast 34th Avenue as shown on THE
WATER WAYS - SECTION I, according to the plat thereof as recorded in Plat Book
122, Page 81 of the Public Records of Miami-Dade County, Florida all being more
particularly described as follows:
COMMENCE at the Northwest comer of Section 35, Township 51 South, Range 42 East,
Miami-Dade County, Florida;
THENCE South 0202] ']4" East on the West line of said Section 35, a distance of230.00
feel to the N0l1hwest comer of said Northeast 34th Avenue and the POINT OF
BEGINNING;
THENCE North 87052 '00" East on the North line of said Northeast 34th Avenue and the
North line of said Tract I, a distance of 351.01 feel to a comer in said North line of Tract
l'
,
THENCE South 02021' 14" East on said North line of Tract I and it's Southerly
projection and on the West line of a 60,00 foot Canal Easement as shown on said THE
W ATERW A YS - SECTION 3, a distance of91.21 feet;
THENCE South 88003'52" West, a distance of 351.02 feet to the intersection with said
West line of Section 35;
THENCE North 0202] '14" West on said West line of Section 35, a distance of 90.00
feet to the POINT OF BEGINNING:
Said lands lying in the City of Aventura, Miami-Dade County, Florida and containing
31,803 square feet (0.+30 acres) more or less.
NOTES:
I. Not valid without the signature and original embossed seal of a Florida licensed
Professional Surveyor and Mapper.
I'I-eparetl By
CALVIN, GJOIU),\NU ANI) ,\SSOClA TES, INC
lROO Eller Driy~. Suite 6(J(l
Fort Lauderdalf:, flL)riua .\.q 16
December 9, 2003
P\Pnllects\200l\OI219.1 (;lilfsti'cam Park Boundary Survey ofMiallli Dade Porlioll\sURVEY\Legal Descnp\ions\Walerways
Parctldoc
Sheet I of 3 Sheets
2. Lands described hereon were not abstracted, by the surveyor, for ownership,
easements, rights-of-way or other instruments that may appear in the Public
Records of Miami-Dade County.
3. Bearings shown hereon are relative to the West line of Section 35, Township 51
SOllth, Range 42 East with said West line having a bearing of South 02021 '14"
East.
4. The description contained herein and the attached sketch, do not represent a field
Boundary Survey.
OCIA TES, INe.
Date:
II/. ~ 22 -D:?J
Prep~red By
CALVIN, (iIOI{DANO AND ASSOCIATes, INC.
] 800 Eller Driv~, Suite 600
Fort LauderdOllL', Flond3 JJJ16
D~cember 9, 2003
P:\PnlJecLs'COOI\UI219J (illlrstrt:am Park Boundary Survey oCMiami Dade Portion\sURVEY\Lq;al Descripliolls\Waltlways
Parcel.doc
Sheet 2 of 3 Sheets
P: \PROJECTS\2001\OI219J CUlrSTREAIJ PARK 80UNDARY SURVP OF I.lIAIJI DADE PORnoN\SURIo(Y\SKETCH\S04-EXH-SKT-REV-12050JOWG Gel CANAL 12-08-2003
II
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EXHIBIT "F"
Utility Easement Area
fll-srvOl\S05345...06\FDGI06_ DOC
F-l
LAND DESCRIPTION
PROPOSED 20' UTILITY EASEMENT
GULFSTREAM PARK
CITY OF A VENTURA, MIAMI-DADE COUNTY, FLORIDA
Portions of Tract A and Tract B, DONN ACRES, according to the plat thereof as
recorded in Plat Book 76, Page 30 of the Public Records of Miami-Dade County, Florida,
being more particularly described as follows:
COMMENCE at the Northeast comer of said Tract B and the Northeast corner of Section
34, Township 51 SOUIlI, Range 42 East;
THENCE South 02021' 14" East on the East line of said Tract B and the Easlline of said
Section 34, a distance of320.oo feet to the POINT OF BEGINNING;
THENCE continue South 02021 '14" East on said East line of Tract B and said East line
of Section 34, a distance of20.00 feet;
THENCE South 88003'52" West, a distance of 845.12 feet;
THENCE South 02021'14" East, a distance of 290.04 feet to the intersection with the
North line ofa parcel of land conveyed to the City of Aventura for highway purposes by
Right-of-Way Deed recorded in Official Records Book 17973, Page 3869 of the Public
Records of Miami-Dade County, Florida;
THENCE South 88001 '22" West on said North line, a distance of20.00 feet;
THENCE North 02021'14" West, a distance of310.06 feet;
THENCE North 88003'52" East, a distance of 865.12 feet to the POINT OF
BEGINNING;
Said lands lying in the City of Aventura, Miami-Dade County, Florida and containing
23,103 square feel (0.530 acres) more or less.
NOTES:
1. Not valid without the signature and original embossed seal of a Florida licensed
Professional Surveyor and Mapper.
Prt:p~red By
CALVIN, GIORDANO AND ASSOClATES. rNC
1800 Eller Drive. Suite 600
run Lauderdale. Florida 33316
Oecember 9, 1003
P,\Pro)ect.5\100110IJ193 Gl,llfstream Park ~llundllry ~urvcy of Miami IJllde POTllon\SURVl-.Y\Lcgall..)ncript;cmslProposed 20' Utility
E.a!Oement.doc
Sheet I of 3 Sheets
2. Lands described hereon were not abstracted, by the surveyor, for ownership.
easements, rights-of-way or other instruments that may appear in the Public
Records of Miami-Dade County.
3. Bearings shown hereon are relative to the East line of Tract B, DONN ACRES, as
recorded in Plat Book 76, Page 30, Miami-Dade County Records, with said East
line having a bearing of South 02021' 14" East.
4. The description contained herein and the attached sketch, do not represent a field
Boundary Survey.
ASSOC[A TES. lNC.
Date: (2. -1-03
P(eparro By
CALVrN, GIORD.....NO AND ASSOClA"~S. me.
[800 Etlc:r Drive, Suile 600
Fort l..auderdale, Florid.1 )))16
December 9, 20m
P:\Projects\2UOI\012193 Gulfs~m park Boundary Survey of Miami ~de Ponion\SURVbY\Legal Descriptions\Proposcd 20' UtiliI)'
E.o.scmcnL.doe:
Sheet 2 of 3 Sheets
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EXHIBIT "K"
LEGAL DESCRIPTION - ADJACENT PARK
1l1.5rvO]\4239~O...11
K-I
DESCRIPTION:
A PORTION OF TRACT 'I', THE WATERWAYS - SECTION 3. AS RECORDED IN PUT
BOOK 125, PAGE 78 OF THE PUBLIC RECORDS OF MIAMI DADE COUNTY. FLORIDA,
MORE PARTICULARI. Y DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID TRACT 'I', THENCE NORTH 87"
51' 15' EAST, ALONG THE NORTHERLY LINE OF SAID TRACT '1',305.01 FEET,
THENCE SOUTH 02' 21' 59' EAST, CONTINUING ALONG SAID NORTHERLY LINE ANI)
THE SOUTHERLY PROJECTION THEREOF, 95.32 FEET TO A POINT ON THE ARC OF
A NON-TANGENT CURVE, CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF
474.00 FEET, AND A RADIAL BEARING OF SOUTH 10' 44' 08' EAST, SAID CURVE
ALSO BEING THE NORTHERLY LIMITS OF YACHT CLUB DRIVE AS SHOWN ON SAID
PLAT; THENCE SOUTHWESTERLY ALONG THE ARC OF SA~ NON-TANGENT CURVE
THROUGH A CENTRAL ANGLE OF 43' 43' 32', AN ARC DISTANCE OF 361.74
FEET; THENCE NORTH 02' 21' 59' WEST, ALONG THE WEST LINE OF SAID TRACT
'1',274.24 FEET TO THE POINT OF BEGINNING.
SAID LANDS LYING IN THE CITY OF AVENTURA, MIAMI DADE COUNTY, FLORIDA,
CaNT AINING 1.1083 ACRES (48,277 SOUARE FEET) MORE OR LESS,