Resolution No. 2017-09 Purchasing and Sale Agreement with Gulfstream Park Racing Association for Vacant Property - February 9, 2017 RESOLUTION NO. 2017-09
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA APPROVING THE PURCHASE AND SALE
AGREEMENT WITH GULFSTREAM PARK RACING ASSOCIATION,
INC. FOR THE ACQUISITION OF VACANT PROPERTY CONSISTING
OF TWO (2) ACRES LOCATED ADJACENT TO AND WESTERLY OF
WATERWAYS PARK ON N.E. 213 STREET (THE "PROPERTY") FOR
MUNICIPAL PURPOSES; AUTHORIZING THE CITY MANAGER TO
EXECUTE THE PURCHASE AND SALE AGREEMENT
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT
"A", AND ANY ADDENDUMS THERETO; AUTHORIZING THE CITY
MANAGER AND OFFICIALS TO IMPLEMENT THE TERMS AND
CONDITIONS OF THE PURCHASE AND SALE AGREEMENT, AND TO
EXECUTE ANY DOCUMENTS NECESSARY TO EFFECTUATE THE
ACQUISITION AND CLOSING OF THE PROPERTY; AUTHORIZING
THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Purchase and Sale Agreement with Gulfstream Park Racing
Association, Inc. ("Gulfstream Park") attached hereto as Exhibit "A" ("Agreement")
provides for the sale to the City of Aventura ("City") of two (2) acres of vacant land
located adjacent to and west of Waterways Park on N.E. 213 Street (the "Property"), a
copy of which Purchase and Sale Agreement is attached hereto as Exhibit "A"; and
WHEREAS, the acquisition of the Property by the City serves a public purpose
and will be utilized by the City for municipal purposes; and
WHEREAS, the Agreement further provides, as a condition to the closing of the
sale and purchase of the Property, that Gulfstream Park obtain the following
Development Approvals subject to and pursuant to the City's development review and
public hearing process: (i) rezoning of two (2) acres owned by Gulfstream Park and
located west of the Property from B2 (Community Business) to MO (Medical Office); (ii)
an amendment to the existing Development Agreement between the City and
Gulfstream Park for the property zoned B2 extending the term for seven (7) years from
November 8, 2016; and (iii) an amendment to the Conditional Use Approval adopted in
Resolution No. 2006-62 on property zoned MO providing for, inter alia, an extension of
the term to obtain a building permit for seven (7) years from January 12, 2017, to
City of Aventura Resolution No. 2017-09
modify the legal description of the property, and reconfirm Gulfstream Park's rights to
develop a maximum of 480 units on the property with a height of 25 stories or 259 feet;
and
WHEREAS, the Agreement further provides that at closing, the City and
Gulfstream Park will enter into an amendment to the existing Restricted Access
Covenant for N.E. 213 Street permitting on an interim basis access by the public on
weekdays for horse events at Gulfstream Park; and
WHEREAS, the City Commission finds that the approval of the Purchase and
Sale Agreement, substantially in the form attached hereto as Exhibit "A", and the
purchase and acquisition of the Property serve a public purpose and are in the best
interests of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. Recitals Adopted. The above recitals are true and correct and
are incorporated herein by this reference.
Section 2. Approval and Execution of Purchase and Sale Agreement;
Addendums. The Purchase and Sale Agreement for acquisition of- the Property
between the City and Gulfstream Park, substantially in the form attached hereto as
Exhibit "A", together with such non-material changes as may be acceptable to the City
Manager and approved as to form and legality by the City Attorney, is approved. The
City Manager is hereby authorized on behalf of the City to execute the Purchase and
Sale Agreement, and any amendments or addendums thereto.
Section 3. Authorization of City Officials; Execution of Documents. The
City Manager and the City Attorney are authorized to take any action necessary to
implement the terms and conditions of the Purchase and Sale Agreement, and to
Page 2 of 4
City of Aventura Resolution No. 2017-09
prepare, execute and submit any documents necessary to effectuate the acquisition
and closing of the Property and carry out the purposes of this Resolution.
Section 4. Authorization to Fund Expenditure. The City Manager is
authorized to expend budgeted or reserve funds to implement the terms and conditions
of the Purchase and Sale Agreement and acquire the Property.
Section 5. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Shelley, who moved its
adoption. The motion was seconded by Commissioner Landman, and upon being put
to a vote, the vote was as follows:
Commissioner Denise Landman Yes
Commissioner Dr. Linda Marks Yes
Commissioner Gladys Mezrahi Yes
Commissioner Robert Shelley Yes
Commissioner Howard Weinberg Yes
Vice Mayor Marc Narotsky Yes
Mayor Enid Weisman Yes
PASSED AND ADOPTED this 9t" day of February, 2017.
Page 3 of 4
City of Aventura Resolution No. 2017-09
d ------
ENID WEISMAN, MAYOR
' 1'LOs f,
ATTEST:
Cr/ a/ .rte'
ELLISA L. HORVAT4IFC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
PA1) L./t1X/t.
CITY ATTORNEY
Page 4 of 4
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into
as of the day of , 2017 between GULFSTREAM PARK RACING
ASSOCIATION, INC., a Florida corporation ("Seller"), and the CITY OF AVENTURA, a
Florida municipal corporation(`City"or"Purchaser").
RECITALS
1. Seller is the owner of vacant land consisting of approximately 19.550 acres
zoned B2 (Community Business) located in the City of Aventura, Miami-Dade County, Florida,
and legally described and depicted on Exhibit"A"attached hereto(the"B2 Property").
2. Seller is also the owner of vacant land consisting of approximately 12.733 acres
zoned MO (Medical Office District) located adjacent to and east of the B2 Property in the City of
Aventura, Miami-Dade County, Florida, and legally described and depicted on Exhibit "B"
attached hereto (the"MO Property").
3. City is the owner of property located adjacent to the MO Property known as
Waterways Park, located at 3301 NE 213 Street, in the City of Aventura, Miami-Dade County,
Florida.
4. Pursuant to Ordinance No. 2006-16 enacted by the City Commission of the City
of Aventura on November 8, 2006, the City approved a Development Agreement pursuant to
Chapter 163, Florida Statutes, between Seller, as Developer, and City, providing for the use and
development of the B2 Property in accordance with B2 (Community Business) zoning under the
City's Land Development Regulations and Comprehensive Plan in effect as of the effective date
of the Development Agreement (the "Development Agreement" and as hereinafter defined in
Section 1.7).
5. Pursuant to Resolution No. 2006-62 adopted by the City Commission of the City
of Aventura on October 3, 2006, the City granted and approved a Conditional Use Approval on
the original acreage of the MO Property of 13.715 acres to permit multi-family residential use
with a maximum density of 35 dwelling units per acre not to exceed 480 units, and to permit a
use measuring 25 stories and 259 feet in height, and granting a time period of five(5)years from
the date of the Resolution to obtain a building permit for the development on the MO Property
(collectively, the "Conditional Use Approval" and as hereinafter defined in Section 1.5). The
approvals granted in the Conditional Use Approval in Resolution No. 2006-62 have been
extended, with the most recent extension approved by the City Commission until January 12,
2017.
6. On November 27, 2006, Seller and City entered into a Declaration of Covenants
pertaining to vehicular access for the B2 Property and MO Property off N.E. 213 Street, which
Declaration was recorded on November 29, 2006, in Official Records Book 25136, Page 3908,
of the Public Records of Miami-Dade County, Florida (the "Restricted Access Covenant" and as
hereinafter defined in Section 1.26), which prohibits vehicular access over, across and upon the
B2 Property to and from N.E. 213 Street on and after the date the first temporary certificate of
occupancy is issued for a residential building constructed on the B2 Property,but permits interim
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access subject to certain restrictions, including limiting access by the public to weekends and
holidays on which horse racing events are scheduled at Gulfstream Park. The Seller seeks to
amend the Restricted Access Covenant to allow interim access by the public to add or include
weekday horse events at Gulfstream Park.
7. The Purchaser desires to purchase a portion of the MO Property consisting of two
(2) acres and located adjacent to and westerly of Waterways Park for municipal purposes, which
property is legally described and depicted on Exhibit"C"attached hereto ("Purchase Parcel").
8. Seller has requested and City has agreed to process in accordance with its City
Code and Florida law (i) an amendment to the Development Agreement providing for an
extension of the term, (ii) rezoning of a portion of the B2 Property consisting of two (2) acres
from B2 to MO,which property is legally described on Exhibit"D"attached hereto("Gulfstream
Parcel"); (iii) an amendment to the Conditional Use Approval adopted in Resolution No. 2006-
62 to extend the term for seven(7)years and to add the Gulfstream Parcel to the Conditional Use
Approval; and (iv) an amendment to the Restricted Access Covenant to modify access to the B2
Property off N.E. 213 Street.
9. Purchaser agrees to purchase and Seller agrees to sell the Purchase Parcel upon
the terms and conditions hereinafter set forth.
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 B2 Property. The approximate 19.550 acres of vacant unimproved land more
particularly described on Exhibit "A" attached hereto and incorporated herein by reference
(including the Gulfstream Parcel),which is subject to the Development Agreement.
1.2 Business Day. Monday through Friday excluding bank holidays on which
national banking associations in Miami-Dade County are authorized to be closed.
1.3 Closing. The closing and consummation of the purchase and sale of the Purchase
Parcel as contemplated by this Agreement.
1.4 Closing Date. The date upon which Closing occurs.
1.5 Conditional Use Approval. The approvals granted by the City Commission of
the City of Aventura pursuant to Resolution No. 2006-62 adopted on October 3, 2006, granting
and approving a conditional use approval to permit multi-family residential use with a maximum
density of 35 dwelling units per acre not to exceed 480 units on the MO Property;to permit a use
measuring 25 stories and 259 feet in height; and granting a time period of five (5) years from the
date of the Resolution to obtain a building permit for development on the MO Property. The
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approvals granted in the Conditional Use Approval in Resolution No. 2006-62 have been
extended, with the most recent extension approved by the City Commission until January 12,
2017.
1.6 Deed. The special warranty deed of conveyance of the Purchase Parcel from
Seller to Purchaser.
1.7 Development Agreement. The Development Agreement entered into between the
Seller, as Developer, and City, pursuant to Chapter 163, Florida Statutes, with an effective date
of November 8, 2006, providing for the use and development of the Property described in
Exhibit "A" in accordance with B2 (Community Business) zoning under the City's Land
Development Regulations and Comprehensive Plan in effect as of the effective date of the
Development Agreement. The Development Agreement was recorded on November 22, 2006,
in Official Records Book 25122, Pages 4603-4666, of the Public Records of Miami-Dade
County, Florida.
1.8 Earnest Money. The funds to be paid by Purchaser to Escrow Agent pursuant to
Section 3 hereof, plus any interest earned thereon.
1.9 Effective Date. The date when the last one of Seller or Purchaser has signed and
initialed all changes to this Agreement.
1.10 Environmental Report. The environmental assessment audit to be conducted by
Purchaser's environmental engineer, at Purchaser's expense, with respect to the Purchase Parcel,
certified and delivered to Purchaser.
1.11 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 Purchase Parcel.
1.12 Escrow Agent. Weiss Serota Helfman Cole &Bierman, P.L.
1.13 Exhibits. The following exhibits are attached to and made a part of this
Contract:
1.13.1 Exhibit"A." Legal Description of the B2 Property.
1.13.2 Exhibit"B." Legal Description of MO Property.
1.13.3 Exhibit "C." Legal Description of Purchase Parcel.
1.13.4 Exhibit "D." Legal Description of Gulfstream Parcel.
1.13.5 Exhibit "E." Form of Special Warranty Deed.
1.13.6 Exhibit "F." Form of No Lien, Gap and FIRPTA Affidavit.
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1.13.7 Exhibit"G."Form of General Assignment.
1.14 Governmental Authority. Any federal, state, county, municipal or other entity,
authority, commission, board,bureau,court, agency or any instrumentality of any of them.
1.15 Gulfstream Parcel. The approximate two (2) acre parcel of unimproved land
consisting of a easterly portion of the B2 Property, owned by Seller and more specifically
described on Exhibit "D" attached hereto and made a part hereof, and which Seller intends to
rezone from B2 (Commercial Business)to MO(Medical Office).
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
regulated under any Environmental Requirement, or which is or contains asbestos, PCB's,
petroleum, gasoline, diesel fuel or another petroleum hydrocarbon product.
1.17 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 Purchase Parcel, 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
Purchase Parcel.
1.18 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 and
Purchase Parcel or any use, operation or condition thereof.
1.19 MO Property. The approximately 12.733 acres of vacant unimproved land zoned
MO (Medical Office District) located in the City of Aventura, Miami-Dade County, Florida,
more particularly described on Exhibit "B" attached hereto and incorporated herein by reference,
which is the subject of the Conditional Use Approval.
1.20 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 Purchase
Parcel, subject only to the Permitted Exceptions, and containing such additional endorsements
permitted under Florida title insurance regulations as requested by Purchaser.
1.21 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 and Purchase Parcel now or prior to Closing.
1.22 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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1.23 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).
1.24 Purchaser's Attorney or City Attorney. Weiss Serota Helfman Cole & Bierman,
P,L., Attention: Lillian M. Arango, Esq. and David M. Wolpin, Esq. Purchaser's Attorney's
mailing address is 2525 Ponce de Leon Blvd., Suite 700, Coral Gables, Florida 33134,
Telephone: (305) 854-0800; Telecopier: (305) 854-2323.
1.25 Purchase Parcel. The approximate two (2) acre parcel of unimproved land which
is a portion of the MO Property, more particularly described in Exhibit "C" attached hereto and
made a part hereof, lying adjacent to and westerly of Waterways Park, which Purchaser intends
to purchase for municipal purposes.
1.26 Restricted Access Covenant. The Declaration of Restrictive Covenants executed
by Seller and City on November 27, 2006, and recorded on November 29, 2006, in Official
Records Book 25136, Page 3908, of the Public Records of Miami-Dade County, Florida, which
prohibits vehicular access over, across and upon the B2 Property to and from N.E. 213 Street on
and after the date the first temporary certificate of occupancy is issued for a residential building
constructed on the B2 Property, but permits interim access subject to certain restrictions,
including limiting access by the public to weekends and holidays on which horse racing events
are scheduled at Gulfstream Park.
1.27 Seller's Attorney. Mastriana & Christiansen, P.A., Attention: Edwin J. Stacker,
Esq., Seller's Attorney's mailing address is 1500 North Federal Highway, Suite 200, Ft.
Lauderdale, Florida 33304, Telephone: (954) 618-6911, Fax: (954) 566-1592, email ejs@m-c-
law.com.
1.28 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.
1.29 Survey. A survey of the Purchase Parcel to be obtained by Purchaser 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
Purchase Parcel, (ii) show the location of any and all improvements, utility and other lines and
easements, either visible or recorded, and the recording references of all 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.
1.30 Termination Date. The date which is sixty (60) days after the Effective Date, by
which date Purchaser must notify Seller of its election to terminate this Agreement after its due
diligence and inspections of the Purchase Parcel, as further set forth in Section 9 of this
Agreement.
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1.31 Title Commitment. The commitment for title insurance to be obtained by
Purchaser, at Purchaser's expense,pursuant to Section 5 below.
1.32 Title Company. Such nationally recognized title insurance company licensed to
write title insurance in the State of Florida which is approved by Purchaser.
SECTION 2: PURCHASE AND SALE
Purchaser shall purchase the Purchase Parcel from Seller, and Seller shall sell, convey,
transfer and assign the Purchase Parcel to Purchaser, subject to and in accordance with the terms
and conditions of this Agreement.
SECTION 3: EARNEST MONEY
Within three Business Days after the Effective Date, Purchaser shall deposit in escrow
with the Escrow Agent One Hundred Thousand and No/100 Dollars ($100,000.00) 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. If requested by Purchaser, Escrow Agent shall
invest the Earnest Money Escrow Agent in a United States federal government insured interest-
bearing account of a financial institution located in Miami-Dade or Broward 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, such interest shall accrue for the benefit of
Purchaser and shall be reported to the Internal Revenue Service using Purchaser's Federal tax
identification number which is 65-0662615.
SECTION 4: PURCHASE PRICE
The purchase price for the Purchase Parcel shall be Three Million Five Hundred
Thousand and No/100 Dollars ($3,500,000.00) (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. Seller and Purchaser acknowledge and
agree that the Purchase Price may or may not reflect the current fair market value of the Purchase
Parcel and neither shall be admissible as evidence of value or for any other purpose which may
prejudice either party in the event of any future condemnation or other adversarial proceeding
relating to the Purchase Parcel.
SECTION 5: TITLE/SURVEY
Title to the Purchase Parcel shall be good and marketable and insurable fee simple title in
the amount of the Purchase Price at no more than the Title Company's ordinary or promulgated
rates for the Owner's Title Policy subject only to the Permitted Exceptions as defined in Section
5.3. Seller shall deliver such affidavits and agreements as may be reasonably required by the
Title Company in order to issue the Owner's Title Policy in accordance with this Agreement.
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5.1 Examination of Title. Within five (5) Business Days of the Effective Date, Seller
shall deliver to Purchaser's attorney copies of Seller's existing title insurance policy covering the
Purchase Parcel and/or MO Property and all other title documents in Seller's possession and/or
control. Purchaser may obtain, at Purchaser's expense, an ALTA marketability title insurance
commitment (the "Title Commitment") issued by the Title Company covering the Purchase
Parcel 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 Survey. Within five (5) Business Days of the Effective Date, Seller shall provide
Purchaser with a copy of any existing survey of the Purchase Parcel and/or MO Property in
Seller's possession and/or control. At Purchaser's option, Purchaser may obtain an update of the
existing survey or order a new survey for the Purchase Parcel. The cost of the survey shall be
paid by Purchaser.
5.3 Permitted Exceptions. The sale of the Purchase Parcel shall be subject to the
following:
5.3.1. The lien of all ad valorem real estate taxes for the fiscal year in
which Closing occurs, subject to proration as herein provided;
5.3.2. Any items shown on the Title Commitment and 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; and
5.4.4 All matters which would be disclosed by an accurate survey of the
Purchase Parcel provided that the foregoing exception shall not be
deemed to limit the rights and obligations of the Purchaser and
Seller as set forth in this Section 5.
The above items described in this Section 5.3 are herein collectively referred to as the
"Permitted Exceptions."
5.4 Objections to Title/Survey. 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 within thirty (30) days of the Effective Date by delivering written notice thereof to
Seller. In the event that Purchaser shall so object to the Title Commitment and/or the Survey,
Seller shall within fifteen (15) days after receipt of such notice cure Purchaser's objections to
Purchaser's reasonable satisfaction. In the event Seller is unable to cure such objections within
such fifteen (15) day period, Purchaser may (i) waive such objections, (ii) grant Seller additional
time in writing to cure such objections (in which event, the Closing shall be delayed for an
equivalent period of time), or (iii) 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
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Agreement. If Seller elects not to cure and Purchaser elects not to terminate this Agreement, the
Purchaser is deemed to have waived such objection.
5.5 Cure of Seller Caused Monetary Liens. Notwithstanding Section 5.4 above, if the
Title Commitment reveals the existence of a Seller Caused Monetary Lien, then Seller shall pay
any amount due in satisfaction of each such Seller Caused Monetary Lien as to the Purchase
Parcel (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. If one or more Seller Caused Monetary Liens have not been satisfied before the
Closing Date, then Purchaser and Escrow Agent are hereby authorized to satisfy such Seller
Caused Monetary Liens from the proceeds of the Purchase Price at Closing.
5.6 Purchaser's Right to Terminate. If any title matter 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 (a) is a Seller
Caused Monetary Lien or (b)was otherwise created or caused by Seller, then Seller shall cure
the New Title Matter caused by Seller, at Seller's expense, on or before Closing. If the New
Title Matter is not a Seller Caused Monetary Lien or was not created or consented to by Seller,
then Seller shall have until the earlier of(i)five (5) Business Days of Seller's receipt of written
notice thereof or (ii)the Closing Date, within which to cure the same, 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 subject to such New Title Matter. 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:
6.1 Title. Seller is the fee simple owner of the Purchase Parcel free and clear of all
encumbrances except for the Permitted Exceptions.
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 duly qualified to do
business in the State of Florida in which the Purchase Parcel 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 Purchase Parcel is bound or to which Seller is a party.
6.3 No Bankruptcy. Seller is not a party to any voluntary or involuntary proceedings
under any applicable laws relating to the insolvency, bankruptcy, moratorium or other laws
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affecting creditors' rights to the extent that such laws may be applicable to Seller or the Purchase
Parcel.
6.4 No Litigation. Seller is not a party to or affected by any litigation, administrative
action, investigation or other governmental or quasi-governmental proceeding which would have
or could reasonably be expected to have a material adverse effect upon the Purchase Parcel or
upon the ability of Seller to fulfill its obligations under this Agreement. There are no lawsuits,
administrative actions, governmental investigations or similar proceedings pending or threatened
against or adversely affecting the Purchase Parcel or any portion thereof or any interest therein.
6.5 No Violations. There are no presently outstanding and uncured notices of any
violations of any Legal Requirements or Environmental Requirements, and no Person capable of
issuing such notice of violation has threatened to issue a notice of violation.
6.6 No Hazardous Substances on Purchase Parcel. Seller has not received notice of
any violation of Hazardous Substances on the Purchase Parcel and has no knowledge of
Hazardous Substances being disposed of or used on the Purchase Parcel and/or MO Property.
6.7 Assessments. 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 Purchase Parcel for public or private improvements which are now or hereafter
payable.
6.8 No Rights to Purchase. 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 Purchase Parcel which is currently in
effect.
6.9 Parties in Possession. Other than Seller, there are no parties in possession of any
portion of the Purchase Parcel, as lessees, tenants at sufferance or trespassers.
6.10 Unrecorded Agreements Restricting Use of the Purchase Parcel. 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 Purchase Parcel that is not
recorded in the public records of the county in which the Purchase Parcel is located or has not
been specifically disclosed in writing to Purchaser.
6.11 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.
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.
{M2363702;12} 9
7.1 Purchaser is a Florida municipal corporation duly organized, existing and in good
standing under Florida law. Purchaser has the requisite power and authority to purchase the
Purchase Parcel and to enter into and perform its obligations hereunder. The execution, delivery
and performance of this Agreement by Purchaser will prior to the Termination Date be duly and
validly authorized by all necessary action on the part of Purchaser.
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):
8.1 Inspection of Property. Subject to Section 9.1, Seller will allow Purchaser and its
agents and contractors to enter upon the Purchase Parcel for any purpose in connection with
Purchaser's inspections of the Purchase Parcel and the proposed purchase, use and operation of
the Purchase Parcel.
8.2 Management Prior to Closing. Between the date of this Agreement and the
Closing Date, Seller shall maintain the Purchase Property in substantially the same physical
condition as on the date of Seller's execution of this Agreement, subject to force majeure events
beyond the reasonable control of Seller.
8.3 Notices. Seller shall, promptly upon Seller's obtaining knowledge thereof,
provide Purchaser with a written notice of any event which has a material adverse effect on the
physical condition of the Purchase Parcel.
8.4 Notices of Violation. Promptly after Seller obtains knowledge or upon receipt of
written notice thereof, Seller shall provide Purchaser with written notice of any violation of any
Legal Requirements or Environmental Requirements affecting the Purchase Parcel and/or the
MO Property, any service of process relating to the Purchase Parcel and/or the MO 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 Purchase Parcel and/or MO Property. Promptly after Purchaser obtains
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 if made on or as of the date hereof.
8.6 Seller's Cooperation. If requested by Purchaser, Seller will, at no cost or expense
to Seller, promptly execute any (if required) and 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
{M2363702;12} 10
"Authorization") required for Purchaser's proposed acquisition and development of the Purchase
Parcel prior to Closing.
8.7 Survival. The foregoing covenants and agreements of Seller shall not survive the
Closing and 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 Inspection of Purchase Parcel. Purchaser and/or its authorized agents, employees
or independent contractors shall have, at all reasonable times prior to the Termination Date, the
right to go onto the Purchase Parcel, at Purchaser's sole cost and expense, to inspect, examine,
test, investigate, appraise and survey the Purchase Parcel, 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). Purchaser shall provide Seller with
telephone or email notice at least 48 hours prior to entering upon the Purchase Parcel to perform
any inspections. In exercising the rights granted pursuant to this section 9, Purchaser shall
substantially restore the Purchase Parcel to the condition existing prior to such activities on the
Purchase Parcel. In consideration of Purchaser's right to inspect the Purchase Parcel as described
in this section 9, 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 section 9 (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 acts or omissions, negligence or misconduct of Seller). In
conducting any inspections, investigations or tests of the Purchase Parcel. Purchaser and its
agents and representatives shall: (i) not interfere with the operation and maintenance of the
Purchase Parcel; (ii) not damage any part of the Purchase Parcel or any personal property located
thereon; (iii) promptly pay when due the costs of all tests, investigations, and examinations done
with regard to the Purchase Parcel; (iv) not permit any liens to attach to the Purchase Parcel by
reason of the exercise of its rights hereunder; and (v) repair any damage to the Purchase Parcel
resulting from any such inspection or tests.
9.2 Purchaser's Right to Terminate during Inspection Period. If Purchaser determines
during the Inspection Period that the Purchase Parcel is not suitable for Purchaser's purposes for
any reason, in Purchaser's sole discretion, Purchaser may terminate this Agreement by sending
notice of termination to Seller and Escrow Agent on or before the Termination Date. Upon
timely termination of this Agreement by Purchaser, Escrow Agent will refund the Earnest Money
to Purchaser, and thereafter neither Purchaser nor Seller will have any further rights or
obligations under this Agreement except for those rights and obligations which survive
termination of this Agreement. Purchaser's failure to notify the Seller in a timely manner of
Purchaser's election to terminate this Agreement shall be deemed an election to proceed under
this Agreement.
(M2363702;12) 11
9.3 Seller to Provide Existing Studies. Within 10 days after the Effective Date, Seller
will provide to Purchaser copies of all existing engineering studies, surveys, maps, reports and
other documentation in Seller's possession pertaining to the Purchase Parcel and/or MO
Property, if any ("Property Reports"). Seller consents to Purchaser's use of the Property
Reports in connection with the purchase and development of the Purchase Parcel.
9.4 "As Is"Condition of the Purchase Parcel. Purchaser acknowledges and agrees
that it has been given the opportunity during the Inspection Period to perform all inspections and
investigations concerning the Purchase Parcel to its satisfaction, and that the Seller is not making
and has not made any representations or warranties, express or implied, as to the Purchase
Parcel.
SECTION 10: CLOSING
10.1 Closing Date. The Closing Date shall occur on the date which is the first to occur
of(i) ten (10) days following issuance of the Development Approvals set forth in Section 12.3
below or(ii)one hundred and eighty(180)days from the Effective Date; provided,however,that
the Closing Date may be extended by either party by delivering written notice thereof to the
other at least five (5) Business Days prior to the aforementioned Closing Date if the Seller's
conditions precedent set forth in Section 12 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
12.4 and is with reasonable diligence and in good faith pursuing satisfaction of such conditions
precedent. Said extension shall only be until such time as the conditions precedent are satisfied
and in no event more than thirty(30)days.
10.2 Closing. Purchaser and Seller will close this transaction on the Closing Date
commencing at 10:00 a.m. The Closing will take place at the offices of Purchaser's Attorney.
10.3 Delivery and 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 the other items required of Purchaser under this Agreement. Seller shall
deliver possession of the Purchase Parcel to Purchaser, subject only to the Permitted Exceptions
at the time of Closing. Risk of loss shall remain with Seller until Closing.
10.4 Closing Costs.
10.4.1 Seller's Costs. Seller shall pay (i) the fees and expenses of Seller's
Attorney, (ii)the documentary stamps and surtaxes due on the Deed(s), (iii)the cost of recording
any corrective instruments, if any.
10.4.2 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 Attorney.
10.4.3 Other Costs. Any other costs not specifically provided for in subsection
10.4.1, subsection 10.4.2 or otherwise pursuant to the terms of this Agreement shall be paid by
(M2363702;12} 12
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 county where the Purchase Parcel is
located.
SECTION 11: PURCHASER'S CONDITIONS TO CLOSING
Purchaser's obligation to purchase the Purchase Parcel 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).
11.1 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 14 below;
11.2 Governmental Approvals. Purchaser obtaining on or before the Termination Date
all final, non-appealable governmental approval(s) by the Commission of City of Aventura and
any other Governmental Authorities to purchase the Purchase Parcel and finance the acquisition
thereof, and approval of this Agreement (collectively the "Governmental Approvals").
Purchaser shall have up to and including the Termination Date to obtain any and all
Governmental Approvals. If Purchaser does not obtain the Governmental Approvals on or
before the Termination Date, then Purchaser shall have the right to (i) terminate this Agreement
by notifying Seller or Seller's Attorney of such termination on or before the Termination Date or
(ii) waive this contingency. If this Agreement is terminated by Purchaser, 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.
11.3 Subdivision; Cut-Out of Purchase Parcel. The Purchase Parcel shall have been
subdivided, if required, and/or cut-out from the MO Property in accordance with all applicable
regulations of Governmental Authority. Seller agrees to execute any documentation necessary or
required to subdivide or cut-out the Purchase Parcel from the MO Property.
11.4 Each representation and warranty made in this Agreement by Seller shall be
complete,true and accurate in all material respects;
11.5 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 Purchase Parcel.
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 (ii) elect to close and accept the Purchase Parcel 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 to close on the Purchase Parcel
pursuant to subsection(ii)of the preceding sentence. If the failure of any of the foregoing would
(M2363702;12} 13
constitute a default hereunder, Purchaser shall have the rights and remedies provided in Section
18.
SECTION 12: SELLER'S CONDITIONS TO CLOSING
Seller's obligation to sell the Purchase Parcel 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 sole discretion):
12.1 Purchaser shall have fully performed in all material respects each undertaking and
covenant and agreement to be performed by Purchaser under this Agreement;
12.2 Each representation and warranty made in this Agreement by Purchaser shall be
complete,true and accurate in all material respects;
12.3 Development Approvals. Seller shall have obtained from City "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:
12.3.1 Rezoning of Gulfstream Parcel. Rezoning of the Gulfstream
Parcel from B2 (Community Business) to MO (Medical Office) zoning district, including any
necessary ordinance amending the Zoning Map, subject to review and approval pursuant to the
City's development review and public hearing process,the City Code and Florida law;
12.3.2 Amendment to the Development Agreement. An Amendment to
the Development Agreement for the B2 Property extending the term for seven (7) years from the
last effective date thereof on November 8, 2016, and providing for modifications in connection
with vehicular access to and from the B2 Property from NE 213 Street, substantially in the form
approved by the City Manager and City Attorney, subject to review and approval pursuant to the
City's development review and public hearing process,the City Code and Florida law; and
12.3.3 Amendment to Conditional Use Approval. An amendment to the
Conditional Use Approval to: (i) extend the period of time in which to obtain a building permit
for the development approvals on the MO Property for seven (7) years from the last City
Commission approved extension of January 12, 2017; (ii) modify the legal description of the
property affected by the Conditional Use Approval to delete parcels previously lessed out or
conveyed by Seller to City and to add the Gulfstream Parcel to be rezoned; (iii) delete any
requirement that the development of the MO Property be tied to the plans submitted with the
application at the time of the Conditional Use Approval and listed in Section 1 of Resolution No.
2006-62; (iv) and reconfirm the Seller or developer's rights to construct a building or buildings
based on the original acreage of the MO Property of 13.715 acres,with a maximum density of 35
dwelling units per acre and not to exceed 480 units and a height of 25 stories or 259 feet; all
subject to review and approval pursuant to the City's development review and public hearing
process,the City Code and Florida law.
{M2363702;12) 14
The rezoning of the Gulfstream Parcel, the Amendment to the Development Agreement and the
Amendment to the Conditional Use Approval are hereinafter collectively referred to as the
"Development Approvals".
12.4 Development Approvals Applications. Within sixty (60) days after the Effective
Date (the "Required Applications Filing Date"), Seller agrees to submit to the City complete
applications for the Development Approvals as set forth above (collectively, the "Required
Applications"), and thereafter diligently, expeditiously, and in good faith prosecute the Required
Applications. Seller will be responsible for the preparation and cost of all applications and
supporting documents required to obtain the Development Approvals, including payment of all
application fees and development review fees charged by the City. Seller will insure that all
applications are complete when submitted, and will submit the required applications within the
time periods specified in this section of the Agreement. Seller's failure to timely submit an
application for Development Approvals within the time period specified will be an event of
default under this Agreement.
12.5 City Processing of Development Approvals Applications. City will process the
Required Applications in accordance with the City's development review and public hearing
process,the City Code and Florida law.
12.6 Failure to Obtain Development Approvals. If Seller, after diligent effort, is
unable to obtain any of the Development Approvals within one hundred and twenty (120) days
after the Effective Date, either party shall have the right to terminate this Agreement by sending
written notice to the other party and Escrow Agent. Upon receipt of the notice of termination,
Escrow Agent will return the Earnest Money to Purchaser, and thereafter neither Seller nor
Purchaser will have any rights or obligations under this Agreement except for those rights and
obligations which survive termination of the Agreement.
SECTION 13: I'RORATIONS AND CREDITS AT CLOSING
All prorations provided to be made "as of the Closing Date" shall each be made as of
11:59 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:
13.1 Property Taxes and Assessments.
13.1.1 Taxes. Seller acknowledges and agrees that the Purchase Parcel is being
purchased by an exempt governmental entity and that the parties must comply with
Section 196.295, Florida Statutes, regarding real estate taxes. In connection with the foregoing,
prior to Closing, Purchaser and Seller 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
{M2363702;12} 15
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.
13.1.2 Special Assessments. Certified, confirmed and ratified special assessment
liens as of the Closing Date, if any, shall be paid by Seller or Purchaser shall receive a credit
therefor. Pending liens as of the Closing Date 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.
13.2 Other Matters. Seller and Purchaser shall make such other adjustments and
apportionments as are expressly set forth in this Agreement.
13.3 Survival. The provisions of this Section 13 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 13,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.
SECTION 14: CONVEYANCES AND DELIVERIES AT CLOSING
14.1 Delivery of Documents. At the Closing, Seller and Purchaser will execute the
following documents, as appropriate, (collectively, "Closing Documents") and deliver the
signed Closing Documents to the Title Company, which will serve as the "Closing Agent" for
this transaction:
14.1.1 Special Warranty Deed. At Closing, Seller shall convey the Purchase
Parcel to Purchaser by a duly executed and recordable special warranty deed, in substantially the
form attached hereto as Exhibit "E" (herein referred to as "Deed"), free and clear of all liens,
encumbrances and other conditions of title and subject only to the Permitted Exceptions.
14.1.2 Seller's No Lien. Gap and FIRPTA Affidavit. Seller shall execute a
duly executed no lien, possession, gap and FIRPTA affidavit, in substantially the form attached
as Exhibit"F."
14.1.3 General Assignment. An assignment from Seller to Purchaser of all
Intangible Property, contracts, Permits, licenses and other rights applicable to the Purchase
Parcel, in substantially the form attached as Exhibit"G."
14.1.4 Closing Statement. A closing statement signed by Seller and Purchaser
showing the Purchase Price, Earnest Money, and all other credits, debits, prorations and
{M2363702;12) 16
adjustments to the Purchase Price required by this Agreement. Both Seller and Purchaser will
sign the Closing Statement.
14.1.5 Disbursement Instructions. Instructions as to the disbursement of the
Earnest Money, cash to close,and sale proceeds to the Seller, signed by Seller and Purchaser.
14.1.6 City Resolution. A certified copy of the City of Aventura resolution
authorizing the purchase of the Purchase Parcel.
14.1.7 Seller's Resolution. A company resolution of Seller satisfactory to City
Attorney and the Title Company authorizing Seller to sell the Purchase Parcel and enter into and
close the transaction contemplated by this Agreement.
14.1.8 Development Agreement. At Closing, Seller and City will enter into an
Amendment to the Development Agreement for the B2 Property as provided in Section 12.3.2,
substantially in form and substance as prepared and approved by City Manager and City
Attorney.
14.1.9 Amendment to Conditional Use Approval. At Closing, Seller will have
obtained an amendment to the Conditional Use Approval as provided in Section 12.3.3.
14.1.10 Amendment to Restricted Access Covenant. At Closing, Seller and City
shall execute and cause to be recorded in the public records of Miami-Dade County, Florida, an
amendment to the Restricted Access Covenant to permit interim access, subject to certain
restrictions, by the public to add or include weekday horse events at Gulfstream Park,
substantially in form and substance as prepared and approved by City Manager and City
Attorney.
14.1.11 Other Documents. Such other documents from either Seller or Purchaser
as the Title Company may reasonably require.
14.2 Transfer of Funds. Purchaser will wire the Cash to Close to Closing Agent, and
Escrow Agent will wire the Earnest Money to Closing Agent.
14.3 Disbursement of Funds. When Closing Agent has received all of the Closing
Documents, the Earnest Money and Cash to Close, Closing Agent will disburse the funds in
accordance with the Disbursement Instructions and record the Deed in the Public Records of
Miami-Dade County, and deliver the remaining Closing Documents to the appropriate parties.
SECTION 15: NOTICES
All notices, demands, requests and other communications required under this Agreement
must be given in writing and may be delivered by (i) hand delivery, with a receipt issued by the
party making such delivery; (ii) certified mail, return receipt requested, or (iii) a nationally
recognized overnight delivery service which provides delivery confirmation. Notice will be
deemed to have been given upon receipt or refusal of delivery of notice sent by one of the three
foregoing methods. All notices, demands, requests and other communications required under this
Agreement may also be sent by electronic mail provided that the electronic communication is
{M2363702;12} 17
followed up by notice given pursuant to one of the three methods in the preceding sentence.
Any party may designate a change of address by written notice to the other party, received by
such other party at least ten (10) days before the change of address is to become effective.
Addresses for notices are to be as follows:
IF TO SELLER:
Gulfstream Park Racing Association, Inc.
901 South Federal Highway
Hallandale, Florida 33009
Attention: Michael Fucheck, Esq., General Counsel
Telephone No.: (954)457-6282
Email Address:
with copies to:
Mastriana& Christiansen, P.A.
Attention: Edwin J. Stacker,Esq.
1500 North Federal Highway, Suite 200
Ft. Lauderdale, Florida 33304
Telephone No.: (954)618-6911
Email: eis@m-c-law.com
IF TO PURCHASER:
City of Aventura
19200 West Country Club Drive
Aventura, Florida 33180
Attention: Eric M. Soroka, City Manager
Telephone No.: (305)466-8910
Email: sorokae@u,cityofaventura.com
with a copy to:
Weiss Serota Helfman Cole& Bierman, P.L.
2525 Ponce de Leon Blvd., Suite 700
Coral Gables, Florida 33134
Attention: Lillian M. Arango, Esq. &David M. Wolpin, Esq.
Telephone No.: (305) 854-0800
Email: larango@a,wsh-law.com; dwolpin@wsh-law.com
{M2363702;12) 18
SECTION 16: CASUALTY AND CONDEMNATION
16.1 Casualty. The Purchase Parcel 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.
16.2 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
Purchase Parcel 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 Purchase Parcel or any
part thereof or by reason of any other event affecting the Purchase Parcel 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 Purchase Parcel 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 Purchase Parcel, 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 Purchase Parcel, provided, that in doing so
Purchaser shall cooperate with Seller in good faith.
SECTION 17: 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 Purchase Parcel.
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,
{M2363702;12} 19
Florida Statutes. The representation, warranties, undertakings and indemnities of this Section 15
shall survive the Closing hereunder and any termination of this Agreement for a period of one(1)
year thereafter.
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, Purchaser 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
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: (1) 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.
18.3 Notice and Opportunity to Cure Defaults. Before either Seller or Purchaser
declares a default under this Agreement, the non-defaulting party must send written notice of the
default to the defaulting party and to Escrow Agent. The defaulting party will have a period of
five (5) Business Days after receipt of the notice of default to cure the default or, if such default
cannot reasonably be cured within five (5) Business Days,to commence and thereafter diligently
complete cure of the default within thirty (30) days of the date of the notice of default. Neither
Seller nor Purchaser will be entitled to any of the remedies set forth in this Agreement until a
notice of default is sent to the defaulting party and the defaulting party has an opportunity to cure
the default within five(5) Business Days after the receipt of the notice.
SECTION 19: ESCROW AGENT
19.1 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.
19.2 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
{M2363702;12} 20
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.
19.3 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.
19.4 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.
19.5 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 20: GENERAL PROVISIONS
20.1 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
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.
20.2 Governing Law; Venue. This Agreement shall be governed by and construed
under the laws of the State of Florida. Venue for any dispute or litigation shall be in Miami-
Dade County,Florida.
20.3 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
(M2363702,12) 21
furtherance of the performance of the terms, covenants and conditions of this Agreement. This
covenant shall survive the Closing.
20.4 Interpretation. 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.
20.5 Counterparts. This Agreement may be executed in separate counterparts, each of
which constitutes the agreement of the parties and each of which will be treated as an original.
20.6 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, covenant or condition herein
contained.
20.7 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.
20.8 Exhibits. The Exhibits referred in and attached to this Agreement are
incorporated herein in full by this reference.
20.9 Attorneys' Fees. In the event of any controversy, 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.
20.10 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.
{M2363702;12} 22
20.11 Time is of the Essence. Time is of the essence in this Agreement.
20.12 No Personal Liability of Commission 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 commission member,
administrative official or representative of City 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.
20.13 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.
20.14 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 §404.056(5), Florida Statutes.
20.15 Waiver of Trial by Jury. SELLER AND PURCHASER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE 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.
20.16 No Negotiation With Other Persons. Seller agrees not to contract to sell or enter
into negotiations for the sale of the Purchase Parcel to any person or entity other than Purchaser
for so long as this Agreement is in effect.
20.17 Police/Regulatory Powers. City 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 B2 Property, the MO Property, the
Purchase Parcel, and/or the Gulfstream Parcel, any improvements thereon, or any operations at
the B2 Property,the MO Property and/or the Gulfstream Parcel. Nothing in this Agreement shall
be deemed to create an affirmative duty of City to approve the Development Approvals or
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.
20.18 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
{M2363702;12} 23
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.
20.19 No Recordation. Except as expressly provided herein, neither this Agreement nor
any notice or memorandum of this Agreement shall be recorded in any public records.
[THE REST OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]
(M2363702;12) 24
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:
Attest: PURCHASER:
CITY OF AVENTURA, a Florida municipal
corporation
By:
City Clerk Eric M. Soroka, City Manager
Date:
Approved as to legal form and sufficiency: ESCROW AGENT:
Weiss Serota Helfman Cole& Bierman, P.L.
City Attorney By:
Name:
Title:
Date:
{M2363702;12) 25
EXHIBIT "A"
LEGAL DESCRIPTION OF BO PROPERTY
[Final Legal Description of BO Property to be approved by City Manager]
(M2363702,12) 26
EXHIBIT "B"
LEGAL DESCRIPTION OF MO PROPERTY
[Final Legal Description of MO Property to be approved by City Manager[
{M2363702;12) 27
EXHIBIT "C"
LEGAL DESCRIPTION OF PURCHASE PARCEL
{M2363702;12) 28
,CFSTONER 8 ASSOCIATES, INC.
SURVEYORS-MAPPERS
. 4.341 S.W. 82nd Avenue ---( Florida Licensed Survey Tel. (954) 585-0997
Davie, Florida 33314 and Mapping Business No.6633 Fax (954) 585-3927
LEGAL DESCRIPTION OF
TWO ACRE AVENTURA PARCEL
A PORTION OF TRACT A OF DONN ACRES
SECTION 34-51-42
(P.B. 76,PG. 30, M.O.C.R.)
CITY OF AVENTURA, MIAMI-DADE COUNTY,FLORIDA
LEGAL DESCRIPTION: NOTES:
A PARCEL OF LAND BEING A PORTION OF TRACT A,DONN 1.THE PROPERTY SHOWN HEREON WAS NOT ABSTRACTED FOR
ACRES ALSO BEING A PORTION OF THE NORTH ONE-HALF(N. RECORD FLIP,RIGHTS-OF-WAY,EASEMENTS OR OTHER MATTERS OF
112)OF SECTION 34,TOWNSHIP 51 SOUTH,RANGE 42 EAST,
ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 2.THIS SKETCH AND DESCRIPTION IS NOT VALID"WITHOUT THE
76,PAGE 30,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, SKiNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED
FLORIDA,SAID PARCEL BEING MORE PARTICULARLY SURVEYOR AND MAPPER.
DESCRIBED AS FOLLOWS: 3. THE BEARINGS SHOWN HEREON ARE BASED ON S.88'0122"W,
ALONG THE SOUTH LINE S.E.''74 OF SECTION 27-51-42,AS SHOWN
COMMENCE AT THE NORTHEAST CORNER OF THE NORTH ON THE PLAT OF GULFSTREAM PARK,RECORDED IN PLAT BOOK
ONE-HALF(N,1/2)OF SAID SECTION 34,SAID POINT ALSO BEING 182 AT PAGE 195.203,OF THE PUBLIC RECORDS OF MIAMI-DADE
THE NORTHEAST CORNER OF TRACT B OF SAID DONN ACRES; COUNTY,FLORIDA.
THENCE 5,88'01'22"W.,ALONG THE NORTH LINE OF SAID NORTH 4,THIS SKETCH DOES NOT REPRESENT A FIELD SURVEY
ONE-HALF(N 1/2),THE NORTH LINE OF SAID TRACTS A AND 8, A (THIS IS NOT A SURVEY).
DISTANCE OF 911.50 FEET; 5.THIS SKETCH OF DESCRIPTION WAS PREPARED BY THIS FIRM
WITHOUT THE BENEFIT OF A TITLE SEARCH.THE LEGAL DESCRIPTION
THENCE 5.01'52'05"E.A DISTANCE OF 188.43 FEET TO A POINT SHOWN HEREON WAS AUTHORED BY STONER&ASSOCIATES.INC.
ON THE WEST LINE OF THAT CERTAIN PARCEL OF LAND(CITY
PARK),DESCRIBED IN OFFICIAL RECORDS BOOK 25122,PAGE 8.SEE SHEET 2 OF 2 FOR A GRAPHIC DEPICTION(SKETCH)OF THE
4598 OF SAID PUBLIC RECORDS AND TO THE POINT OF PROPERTY DESCRIBED HEREON,
BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND;
THENCE CONTINUE S.01°52'05"E.,ALONG SAID WEST LINE,A
DISTANCE OF 442,98 FEET TO A POINT ON THE NORTH
RIGHT-OF-WAY LINE OF N.E.2131h STREET,AS DESCRIBED IN
OFFICIAL RECORDS BOOK 17973,PAGE 3889,OF SAID PUBLIC
RECORDS:
THENCE 5.88°01'22"W.ALONG THE SAID NORTH RIGHT-OF-WAY
LINE,A DISTANCE OF 198,67 FEET:
THENCE N.01°52'05"W.,A DISTANCE OF 442.98 FEET;
THENCE N,88'01'22"E.,A DISTANCE OF 198.67 FEET TO THE
POINT OF BEGINNING.
SAID LANDS SITUATE WITHIN THE CITY OF AVENTURA,
MIAMI-DADE COUNTY,FLORIDA,CONTAINING 2.0 ACRES,(87,120
SQUARE FEET)MORE OR LESS.
CERTIFICATE: w
7l HS 18 TO CERTIFY TIUT THE SKETCH AND LEGAL DESCRIPTION SHOWN HEREON IS ACCURATE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND.gEUSF-_,
I FURTHER CERTIFY THAT THIS SKETCH AND LEGAL DESCRIPTION MEETS THE STANDARDS OF PRACTICE SET FORTH BY THE FLORIDA BOARD OF PROFESSIONAL]
:,,,. OItS AND MAPPERS IN CHAPTERBJ•17.FLORIDAAOIANISTRATNECODE,PURSUANTTOSECTION472o7.FLORIDASTATUTES "j .SEAL
DATE: Dec 27, 2016
101S/ONS D,4T� UI' NOT VALID UNLESS C
RICHARD G. CRAWFOIRD Jr, SEALED HERE,WIN N
AN EMBOSSED 1
PROFESSIONAL SURVEYOR ANT) PAIR NO. 5371 — STA E OF FLURIOA AN
SEAL
Tl l MATERIAL Si IOvrtl HEREON IS n M PAMERTY OF 1310:$01 a FT6
x CO
ASSOCIATES,INC AND SHALL NOT BE REPRODUCED IN WHOLE OR IN DATE OF SKETCH: DRAW!{BY CHFCKEO BY Lb-1rOOk
PART(WITHOUT PERMISSION OF STONERS ASSOCIATES,INC 12/22/16 •-WS RGC N/A SHEET 10F2 N
C,(31,011011TOjyllu
(STONER &ASSOCIATES, INC.
SURVEYORS-MAPPERS
4341 S.W. 62nd AVE.
(. 41,,,_._/ Fl Li'censedSurvey Tel, (954) 585-0997
Doyle, Florida 33314 and Mapping Business No.8833 Fox (954) 585-3927
SKETCH OF DESCRIPTION
TWO ACRE AVENTURA PARCEL
BEING A PORTION OF TRACT A OF DONN ACRES
SECTION 34-51-42
(P.O. 78,PG,30,M.D.C.R.)
CITY OF AVENTURA,MIAMI-DADE COUNTY,FLORIDA
BLOCK H AN AMMENDEO PLAT
OF HALLANDALE PARK NO. 12
PARCEL R
culpsTF.[AM PARE: NORTH LINE RIVIERA SECTION NORTHL1Nfl
(P9. I11,P0. 191-282,8 C R.1
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7
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---.. — — NORTH LIN: N.E.CORNER,N.leOFMEL (
TRACT A J
( 34.51.42 AND N.E.CORNER IRAuT B.
In I DONN ACRES,P.S,76,Po 3O.M.D.C.R
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REMAINDEROF TRACT A � I
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UTILITY a43W.UI LEGEND:
((GR.a:1��..s _ O.R.B. OFFICIAL RECORDS BOOK
PG l(OR.0 f.P
P.B. PLAT BOOK
PG. PAGE
M.D.C.R. MIAMI-DADE COUNTY RECORDS
B.C.R. BROWARD COUNTY RECORDS
P.O.C. POINT OF COMMENCEMENT
P.O.B, POINT OF BEGINNING
UTILITY R0:-l1U q CENTERLINE
(OR0�,I/AI
u flim( 1++1•r:our _
ro u.ro,�I 2 CU i SQ.FT. SQUARE FEET
PD IG1'I.I,):(SIV w,
-" -S.88"01'22"W. 198.671 — —Ar-- BREAK IN SCALE
y
N.E.213th STREET l-.N yW LINE
1HT•OF-WAY OEEDRO TO THE CITY OF SCALE:1" 100'
Il
AVENTURA 5 T OP-WAY PERPen AVEPG 3aeo.
NTI1RA ill
,153PCi
LP)IASE I. -�--
P,8.143PCELM DCR
NOTE: 0 24 SO 100 200
SEE SHEET 1 OF 2 FOR THE LEGAL GRAPHIC SCALE
DESCRIPTION OF THE PROPERTY
SHOWN GRAPHICALLY HEREON. SKtTCH NO.
me F;\Dras\Y11C\I2-7654-Ouihlrean Park\Nes Rorie Bom4\SCU1R BARBS\2.O ACRE PARCELEsq SHEET 2 OF 2 12-7854_2.0 ACRE
EXHIBIT "D"
LEGAL DESCRIPTION OF GULFSTREAM PARCEL
[Final Legal Description of Gulfstream Parcel to be approved by City Manager]
{M2363702;12) 29
EXHIBIT "E"
FORM OF SPECIAL WARRANTY DEED
Tins INSTRUMENT PREPARED BY:
RECORD AND RETURN TO:
Lillian M.Arango,Esq.
Weiss Serota Helfman Cole&Bierman,P.L.
2525 Ponce de Leon Blvd.,Suite 700
Coral Gables,Florida 33134
Tax Folio Number:
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is made and executed this day of
, 2017, by GULFSTREAM PARK RACING ASSOCIATION, INC. a
Florida corporation (the "Grantor"), whose mailing address is 901 South Federal Highway,
Hallandale, Florida 33009, to CITY OF AVENTURA, a Florida municipal corporation (the
"Grantee"), whose mailing address is 19200 West Country Club Drive,Aventura,Florida 33180.
WITNESSETH:
That Grantor, for and in consideration of the sum of Ten and No/100 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 EXHIBIT"A"ATTACHED HERETO.
SUBJECT TO:
1. 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
TOGETHER with all the tenements, hereditaments and appurtenances belonging or in
any way appertaining to the Property.
{M2363702;12) 30
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.
IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be
executed as of the day and year first written above.
WITNESSES: GRANTOR:
GULFSTREAM PARK RACING
ASSOCIATION, INC., a Florida corporation
Print Name:
By:
Name:
Print Name: Title:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
2017, by , as (title), 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
driver's license as identification.
[SEAL]
Notary Public
Print Name:
Commission Expires:
Commission No.:
{M2363702,12} 31
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
{M2363702;12} 32
EXHIBIT "F"
FORM OF NO LIEN, GAP AND FIRPTA AFFIDAVIT
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
BEFORE ME, the undersigned authority, personally appeared (the
"Affiant"),who being first duly sworn upon oath,deposes and says:
1. That Affiant is the of GULFSTREAM PARK RACING
ASSOCIATION, INC. a Florida corporation (the "Owner") and is authorized to execute this
Affidavit on behalf of the Owner.
2. That the Owner 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(the"Property").
3. That there are no mechanic's liens under Chapter 713 of the Florida Statutes filed
against the Property or any portion thereof; that there have been no repairs, improvements or other
work done to or labor, materials or services bestowed upon the Property or any portion thereof for
which any or all of the cost of the same remains unpaid; and that no person, firm or corporation is
entitled to a mechanic's lien against the Property or any portion thereof under Chapter 713 of the
Florida Statutes.
4. That the Owner is in exclusive possession of the Property, and there are no tenancies
or leases that affect the Property.
5. That there are no unsatisfied judgments or any federal, state or county tax
deficiencies,which are a lien against the Property or any portion thereof.
6. That the Property is free and clear of all mortgages, liens, taxes and assessments,
except for: (a)real estate taxes and assessments subsequent to the date hereof and subsequent years;
and (b) those matters appearing as exceptions to title in the title commitment issued on
through by Weiss Serota Helfman Cole&
Bierman, P.L., as title agent ("Title Agent") with an effective date of , 2017 (collectively,
the"Title Company").
7. That there are no actions or proceedings now pending in any state or federal court to
which the Owner is a party which would affect the title to the Property or any portion thereof.
8. That to best of Affiant's knowledge,there are no unrecorded easements or claims of
easements affecting the Property or any portion thereof.
1M2363702.12) 33
9. That the Owner has never been adjudicated bankrupt or incompetent, nor does the
Seller have any judgments, tax liens or liens of any nature whatsoever filed against it affecting the
Property.
10. 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 Buyer that withholding of tax is not required upon the disposition of a U.S.real property interest
by Affiant,Affiant hereby certifies the following:
10.1 Owner is not a foreign person, foreign corporation, foreign partnership,
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).
10.2 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.
11. That there are no matters pending against the Owner that could give rise to a lien
that would attach to the Property or any portion thereof between effective date of , 2017,
and the recording of the Special Warranty Deed from the Owner to CITY OF AVENTURA, a
Florida municipal corporation ("Grantee"), and that the Owner has not and will not execute any
instrument that would adversely affect the title to or transfer of the Property or any portion thereof
from the Owner to the Grantee.
FURTHER AFFIANT SAYETH NAUGHT.
WITNESSES: OWNER:
GULFSTREAM PARK RACING
ASSOCIATION,INC. a Florida corporation
Print Name:
By:
Name:
Title:
Print Name:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
, 2017, by , as , of GULFSTREAM PARK
RACING ASSOCIATION, INC. a Florida corporation, on behalf of the corporation, who
1 (M2363702:12) 34
(check one) [ ] is personally known to me or [ ] has produced a driver's
license as identification.
[SEAL]
Notary Public
Print Name:
Commission Expires:
Commission No.:
(M2363702,12) 3 5
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
(M2363702;12) 36
EXHIBIT "G"
FORM OF GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT (the "Assignment") is made and entered into this
day of , 2017, by and between GULFSTREAM PARK RACING
ASSOCIATION, INC. a Florida corporation (the "Assignor"), and CITY OF AVENTURA, a
Florida municipal corporation(the"Assignee").
RECITALS
1. On the date hereof, Assignor has sold and conveyed to Assignee that certain real
property located in Miami-Dade 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 with an effective date of , 2017, 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:
1. 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 agreement 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.
(M2363702,12) 3 7
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.
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
Print Name:
By:
Name:
Print Name: Title:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
, 2017, 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 driver's
license as identification.
[SEAL]
Notary Public
Print Name:
Commission Expires:
Commission No.:
(M2363702;12) 38
ASSIGNEE:
Attest: CITY OF AVENTURA, a Florida municipal
corporation
City Clerk By:
Eric M. Soroka, City Manager
Approved as to Form and Legal
Sufficiency:
City Attorney
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of ,
2017, by Eric M. Soroka, as City Manager, of CITY OF AVENTURA, a Florida corporation, on
behalf of the City, who (check one) [ ] is personally known to me or [ ] has produced a
driver's license as identification.
[SEAL]
Notary Public
Print Name:
Commission Expires:
Commission No.:
(M2363702,12) 3 9
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
(M2363702;12} 40