07-17-2003 Workshop Commission
Workshop Meeting
July 17, 2003
Following Special Meeting
AGENDA
Agreement to Purchase Gulfstream
Property*
Founder's Day Activities
Former Commissioner Recognition
(Commissioner Diamond)
Aventura Nice (Commissioner Diamond)*
Adjournment
Back-up Information Exists
Next Meeting: September 18, 2003
Library Renovations as presented by County
This meeting is open to the public. In accordance with the Americans with Disabilities Act of 1990, all persons who are
disabled and who need special accommodations to participate in this meeting because of that disability should contact the
Office of the City Clerk, 305-466-8901, not later than two days prior to such proceeding.
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
City Commission , C'~~a~r
Eric M. Soroka, ICMA-CM
July 14, 2003
Proposed Purchase and Sale Ai:~ent for Six
Property
Acres of Gulfstream
Attached is a draft of the subject document which will be presented to the City
Commission at the September Commission Meeting. This matter involves pumhasing
six acres from Gulfstream to be utilized to expand Waterways Park as contained in the
City's CIP.
The Agreement contains the following major points previously authorized by the City
Commission:
City will purchase park pamel for a pumhase price of $3,800,000. The
property was appraised in 2000 at $3,850,000.
City will take the parcel in an "as is - where is" condition and will be
responsible for any environmental cleanup and liability. Gulfstream will
contribute up to $1,000,000 toward the clean up work.
As a condition to closing, Gulfstream shall have obtained from the City
conditional use approval for the remaining parcel zoned medical office to
mixed uses including residential which does exceed twenty (20) stories in
height.
As a condition following the closing, at Gulfstream's cost, the City agrees
to be a joint applicant with Gulfstream for the westerly expansion of the
existing canal located north of Yacht Club Drive to Gulfstream's adjacent
property including the development of a marina. Upon final approval by
all applicable regulatory authorities, Gulfstream will pay the City
$1,90O,OO0.
Memo to City Commission
July 14, 2003
Page 2
The remainder of the Agreement is standard provisions.
finalized by both parities' legal counsel.
EMS/aca
Attachment
The Agreement is being
CC01209-03
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered
into as of the __ day of July, 2003 between THE EXOTIC GARDENS, INC., a Delaware
limited liability company ("Seller") and the CITY OF AVENTURA, a Florida municipal
corporation ("Purchaser").
RECITALS
1. Seller is the owner of certain unimproved real property containing approximately
six (6) acres located in the City of Aventura, Miami-Dade County, Florida, and more specifically
described on Exhibit "A' attached hereto and made a part hereof, and
2. Purchaser desires to purchase and Seller desires to sell the Property (hereinafter
defined), upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the mutual covenants and promises
comained 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 Business Day. Monday through Friday excluding bank holidays on which national
banking associations in Miami-Dade County are authorized to be closed.
1.2 Closing. The Closing and consummation of the purchase and sale of the Property
as contemplated by this Agreement.
1.3 Closine Date (or Date of Closing). The date upon which Closing occurs.
1.4 Condemnation Proceeding. Any proceeding or threatened proceeding in
condemnation, eminent domain or written request in lieu thereof.
1.5 Deed. The statutory warranty deed of conveyance of the Land from Seller to
Purchaser.
1.6 Earnest Money. The funds to be paid by Purchaser to Escrow Agent pursuant to
Section 3 hereof, plus any imerest earned thereon.
1.7 Effective Date. The date when the last one of Seller or Purchaser has signed and
inkialed all changes to this Agreement.
1.8 Environmental Report. The environmental assessment audit to be conducted by
Purchaser's environmental engineer, at Purchaser's expense, with respect to the Property,
certified and delivered to Purchaser.
1.9 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.
1.10 Escrow Agent. Weiss Serota Hetfman Pastoriza Guedes Cole & Boniske, P.A.
1.11 Evidence of Authority. Evidence of authority for the execution and performance
of this Agreement by Seller including, without limitation, necessary resolutions, authorizations
and consents of Seller and its members including the production of any Seller organizational
documents as may be required by the Title Company.
1.12 Governmental Authority. Any federal, state, county, municipal or other entity,
authority, commission, board, bureau, court, agency or any instrumentality of any of them.
1.13 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 ha?ardous 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.
1.14 Improvements. All structures, fixtures, including, without limitation, all utility
systems and drainage facilities, if any, and any other improvements and facilities located on the
Land. The Improvements specifically include any existing underground improvements such as
stormwater management, irrigation, and water and sanitary sewer systems and related
appurtenances. The parties acknowledge the Land is vacant and there may not be any
Improvements.
1.15 Intangible Property. All intangible property owned by Seller and used in
connection with or relating to the ownership, use, development, operation, management,
occupancy or maintenance of the Land including, but not limited to, the Permits and all public and
private contract rights and development or usage rights of Seller with respect to the Land.
1.16 Land. The unimproved real property more particularly described on Exhibit "A"
attached hereto and incorporated herein by reference and appurtenant easements thereto, together
with ail of Seller's right, title and interest in and to all easements, rights of way, strips and gores
of land, tenements, hereditaments and appurtenances, reversions, remainders, privileges, licenses
and other rights and benefits belonging to, running with or in any way relating thereto; together
with all right, tire and interest of Seller (if any) in and to any land lying in the bed of any street,
road or highway, open or proposed, in front of, abutting or adjoining the Land.
1.17 Legal Requirement. All laws, statutes, codes, acts, ordinances, orders,
judgments, decrees, injunctions, roles, regulations, permits, licenses, authorizations, directions and
requirements of all Governmental Authorities and quasi-governmental authorities, officials,
agencies, and officers, ordinary or extraordinary, which now may be applicable to the Property or
any use, operation or condition thereof.
1.18 Moneta~ Lien. Any mortgage, deed of trust, security deed, lien, monetary
judgment, security interest, past due tax or assessment or other similar encumbrance of a
monetary nature against the Property or any portion of the Property.
1.19 Owner's Title Policy. An Owner's marketability policy of title insurance on the
most current ALTA Form for the Property in the amount of the Purchase Price, subject only to
the Permitted Exceptions, and containing such additional endorsements permitted under Florida
title insurance regulations as requested by Purchaser.
1.20 Permits. All consents, notices of completion, environmental and utility permits
and approvals authorizations, variances, waivers, licenses, permits, certificates and approvals from
any Govemmantal Authority or quasi-governmental authority issued or granted with respect to
the Property now or prior to Closing.
1.21 Permitted Exceptions. Those matters identified or referred to in Section 5.5 and
such other title exceptions as may herea~er be approved in writing (or deemed to have been
approved by Purchaser) subject to and in accordance with the terms and provisions of Section 5
herein.
1.22 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, municipai or otherwise, including, without limitation, any instrumentality, division, agency,
body or department thereof).
1.23 Property. The following property:
1.23.1 The Land;
1.23.2 The Improvements; and
1.23.3
The Intangible Property and ail interests of Seller therein.
1.24 Purchaser's Attorney. Weiss Scrota Helfman Pastoriza Guedes Cole & Boniske,
P.A., Attention: Steven W. Zelkowitz, Esq. Purchaser's Attorney's mailing address is 2665 South
Bayshore Drive, Suite 420, Miami, Florida 33133. Telephone: (305) 854-0800; Telecopier: (305)
854-2323.
1.25 Real Prouertv. The Land and the Improvements.
1.26 Seller's Attorney. Greenberg Traurig LLP, Attention: Clifford A. Schulman, Esq.
Seller's Attorney's mailing address is 1221 Brickell Avenue, Miami, Florida 33131. Telephone:
(305) 579-0613. Telecopier: (305) 579-0717.
1.27 Seller's Records. All books, records and documents maintained by Seller or
compiled by or at the request of Seller and in the possession or control of Seller specificaily
relating to the ownership, use, development, operation, management, occupancy or maintenance
of the Property.
1.28 Submission Documents. The diligence items to be delivered to Purchaser
pursuant to Section 9 hereof, which include Seller's Records and the Permits.
1.29 Survey. An updated survey of the Property satisfactory in ail respects to
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 Land, (ii) show the location of any Improvements, utility and other
lines and easements, either visible or recorded, and the recording references of ail the recorded
easements shown on the Title Commitment, (iii) show the elevation and flood zone information,
and (iv) contain such other items as may be reasonably required by Purchaser.
1.30 Termination Date. The date which is ninety (90) days after the Effective Date.
1.31 Title Commitment. The commitment for title insurance to be obtained by
Purchaser pursuant to Section 5 below.
1.32 Title Company. Chicago Title Insurance Company or such other nationaily
recognized title insurance company licensed to write title insurance in the State of Florida which is
approved by Purchaser.
1.33 U.C.C. Report. A report d~tailing the results of a search of ail records in which a
security interest, lien or encumbrance affecting any portion of the Property may be located.
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SECTION 2: PURCHASE AND SALE
2.1 Purchase and Sale. Purchaser shall pumhase the Property from Seller, and Seller
shall sell, convey, transfer and assign the Property to Purchaser, subject to and in accordance with
the terms and conditions of this Agreement.
2.2 As-Is. Except as otherwise set forth in this Agreement, the Property is being
conveyed to Purchaser "as-is" and "where-is" without any representations or warranties of any
kind whatsoever.
SECTION 3: EARNEST MONEY
Within three Business Days after the Effective Date, Purchaser shall deposit in escrow
with the Escrow Agent and No/100 Dollars ($ ) 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 in an interest-bearing account of a financial institution. Purchaser and
Seller agree to sign all forms and reports reasonably required in connection with the holding and
investing by Escrow Agent of the Earnest Money. For purposes of reporting earned interest with
respect to the Earnest Money, Purchaser's Federal tax identification number is
and Seller's Federal tax identification number is
SECTION 4: PURCHASE PRICE
The purchase price for the Property shall be Three Million Eight Hundred Thousand and
No/100 Dollars ($3,800,000.00) (herein referred to as the "Purchase Price"). The entire Purchase
Price, less the amount of the Earnest Money and the Environmental Contribution (as defined in
Section 10.3 below) and subject to adjustments and prorations as herein provided, shall be due
and payable by cashier's check or in immediately available funds, by wire transfer, at Closing.
SECTION 5: TITLE/SURVEY
Title to the Property shall be good and marketable and insurable fee simple title in an
amount of the Purchase Price at no more than the Title Company's ordinary or promulgated rates
for the Owner's Title Policy. 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.
5.1 Examination of Title. Within five (5) Business Days of the Effective Date, Seller
shah deliver to Purchaser's attorney copies of Seller's existing title insurance policy covering the
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 Land pursuant to which the Title
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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 Property in Seller's possession and/or control.
At Purchaser's option, Purchaser may obtain the Survey. The cost of the Survey shall be paid by
Purchaser.
5.3 Permitted Exceptions. The sale of the Property 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; and
5.3.2.
Any items shown on the Title Commitment and approved by
Purchaser in accordance with Section 5.5 below.
The above items described in this Section 5.4 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 until the Termination Date, by written notice to Seller of any objections to the Title
Commitment and the Survey. In the event that Purchaser shall so object to the Title Commitment
and/or the Survey, Seller shall have thirty (30) days after receipt of such notice to cure
Purchaser's objections to Purchaser's satisfaction. In the event Seller is unwilling or unable to so
cure such objections, Purchaser may (i) waive such objections, (ii) give 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, in which event the
Earnest Money shall be immediately returned to Purchaser and neither Purchaser nor Seller shall
have any further obligations hereunder, except obligations that expressly survive the termination
of this Agreement.
5.5 Cure of Monetary Liens. Notwithstanding Section 5.4 above, if the Title
Commitment reveals the existence of a Monetary Lien, then Seller shall pay any amount due in
satisfaction of each such Monetary Lien as to the Property only (or, subject to Purchaser's
reasonable approval, 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 Monetary Liens have not been satisfied before the
Closing Date, then Purchaser and Escrow Agent are hereby authorized to satisfy such Monetary
Liens fi'om 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
6
Monetary Lien or (b) was created or consemed to by Seller, then Seller shall cure the New Title
Matter, at Seller's expense, on or before Closing. If the New Title Matter is not a 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 dose 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 fight, obligation or liability set
forth herein expressly survives termination of this Agreemem.
5.7 Extension of Closing Date. The Closing Date shall be automatically extended to
allow all time periods specified in this Section 5 to expire.
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 Land and Improvements free and clear
of all encumbrances except for the Permitted Exceptions (without modification arising with regard
to Purchaser's rejection or disapproval of any of the items pursuant to this Agreement).
6.2 Organization~ Power and Authority. Seller is a limited liability company duly
formed, validly existing and in good standing under the laws of the State of Delaware. Seller is,
to the extent required by law, duiy qualified to do business in the State in which the Property is
located and has all necessary 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 contract, agreement
or other instrument by which Seller or the Property is bound or to which Seller is a party.
6.3 No Conflict with Laws. The execution and delivery of this Agreement by Seller
and the performance by Seller of its obligations hereunder will not conflict with or result in a
breach of any order, judgment, writ, injunction or decree of any court or governmental
instrumentality.
6.4 No Bankruptcy. Seller is not a party to any volumary or involuntary proceedings
under any applicable laws relating to the insolvency, bankruptcy, moratorium or other laws
affecting creditors rights to the extent that such laws may be applicable to Seller or the Property.
7
6.5 No Litieation. Seller is not a party to or affected by any litigation, administrative
action, investigation or other governmental or quasi-goverrtmental proceeding which would or
could have an adverse effect upon the Property 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 Property or any
portion thereof or any interest therein.
6.6 No Notices of Deficiency. Seller has not received any notice nor does Seller have
any actual knowledge that the holder of any mortgage or deed of trust encumbering any of the
Property, or any portion thereof or interest therein, claims, or intends to claim, any defect or
deficiency in the Property
6.7 Compliance. None of the Property is in violation of any Legal Requirements.
6.8 No Violations. There are no presently outstanding and uncured notices of any
violations of any Legal Requirements, and to Seller's actual knowledge, no Person capable of
issuing such notice of violation has threatened to issue a notice of violations.
6.9 Tax Parcels. If the Land consists of more than one parcel assessed as a separate
tax lot or tax parcel, each of the parcels constituting the Land has been validly, finally and
unappealably subdivided from all other property for conveyance purposes. There are no pending
contests or appeals with respect to (i) the assessed value of the Property for ad valorem taxation
purposes or (ii)the amount of any ad valorem taxes levied against or paid with respect to the
Property.
6.10 Condemnation. To Seller's actual knowledge, there are no proceedings pending
or threatened against or affecting the Property or any portion thereof or interest therein in the
nature of or in lieu of condemnation or eminent domain proceeding.
6.11 Assessments. Seller has no actual knowledge and Seller has not received written
notice of any assessments by a public body, whether municipal, county or state imposed,
contemplated or confirmed and ratified against any of the Property for public or private
improvements which are now or hereafter payable.
6.12 No Hazardous Substances on Property. Except as may be shown in the
Submission Documents, Seller has not caused Hazardous Substances to be discharged, disbursed,
released, stored, treated, generated, disposed of, or allowed to escape on, in, or under the
Property in a manner which violates any Environmental Requirements regulating such substances
and, to the best of Seller's knowledge, no other Person has caused Hazardous Substances to be
discharged, disbursed, stored, treated, generated or allowed to escape on, in or under the
Property. No underground storage tanks are currently located on, at or under the Property. To
best of Seller's knowledge, no investigation, administrative order, consent order or agreement,
litigation, or settlement with respect to Hazardous Substances is proposed, threatened, anticipated
8
or in existence wRh respect to the Property. Except as may be shown in the Submission
Documents, the Property has not previously been used as a landfill, a cemetery, or a dump for
garbage or refuse by Seller or any of its Affiliates or, to the best of Seller's knowledge, by any
other Person.
6.13 No Rights to Purchase. Except for this Agreement, Seller has not entered into,
and has no actual knowledge of any agreement, commitment, option, right of first refusal or any
other agreement, whether oral or written, with respect to the purchase, assignment or transfer of
all or any portion of the Property which is currently in effect.
6.14 No Latent Defects. To Seller's actual knowledge, the Property has no hidden or
latent defects.
6.15 Parties in Possession. Other than Seller, there are no parties in possession of any
portion of the Land as lessees, tenants at sufferance or trespassers.
6.16 No Commitments to Dedicate Property. No commitments or agreements have
been or will be made to any governmental authority, utility company, school board, church or
other religious body, any homeowners or homeowners' association, or any other organization,
group or individual, relating to the Land which would impose an obligation upon Purchaser to
make any contributions or dedications of money or land to construct, install or maintain any
improvements of a public or private nature on or off the Land, or otherwise impose liability on
Purchaser.
6.17 Adverse Conditions. Seller has no actual knowledge of any adverse fact relating
to the physical condition of the Land which has not been specifically disclosed in writing to
Purchaser, including, without limitation, adverse soil conditions.
6.18 Unrecorded Agreements Restricting Use of the Property. Seller has not, nor to
Seller's actual knowledge has any predecessor in rifle, executed or caused to be executed any
document with or for the benefit of any Governmental Authority restricting the development, use
or occupancy of the Property that is not recorded in the land records of the county in which the
Land is located or has not been specifically disclosed in writing to Purchaser.
6.19 Submission Documents. All Submission Documents delivered or made available,
or to be delivered or made available to Purchaser pursuant to this Agreement, are or upon
submission will be complete, accurate, true and correct in all material respects.
6.20 Wrongful Act. Seller has not undertaken any knowingly wrongful action and
shall indemnify, defend and hold harmless Purchaser from and against any action or claim of third
parties arising out of Seller's actions.
9
6.21 Disclosure. No statement, warranty or representations by the Seller contains an
untrue statement of material fact or omits to state a material fact necessary in order to make the
statements made in light of the circumstances under which such statements are made not
misleading.
6.22 Survival. The foregoing representations, warranties, covenants and agreements of
Seller in this Section 6 shall survive the Closing or termination of this Agreement.
6.23 Actual Knowledge. As used in this Agreement or in any Exhibit attached hereto,
any reference to actual knowledge shall with respect to Seller mean the actual knowledge of Seller
and its agents, officers and employees who have any association with the ownership of the
Property.
SECTION 7: PURCHASER' S REPRESENTATIONS AND WARRANTIES
Purchaser represents and warrants to Seller that the following facts and conditions exist
and are true as of the date hereof and shall exist and be true as of the date of the Closing.
7.1 Purchaser is validly formed municipal corporation in good standing organized and
existing under the laws of the State of Florida and has all requisite power and authority to
purchase the Land and to enter into and perform its obligations hereunder.
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. Seller will allow Purchaser and its agents and contractors
to enter upon the Property for any purpose in connection with Purchaser's proposed purchase,
use and operation of the Property.
8.2 Manaaement Prior to Closing. Between the date of this Agreement and the
Closing Date, (a) Seller shall maintain the Property, committing or permitting no waste thereto,
such that at the time of the Closing, the Property shall be in substantially the same physical
condition as on the date of Seller's execution of this Agreement
8.3 Notices. Seller shall, promptly upon Seller's obtaining knowledge thereof, provide
Purchaser with a written notice of any event which has an adverse effect on the physical condition
of the Property.
8.4 Notices of Violation. Promptly after Seller obtains actual knowledge or upon
receipt of written notice thereof, Seller has provided or shall provide Purchaser with written
10
notice of any violation of any Legal Requirements affecting the Property, any service of process
relating to the Property or which affects Seller's ability to perform its obligations under this
Agreement or any other correspondence or notice received by Seller which has or has the
potential to have an adverse effect on the Property.
8.5 Notification of Change of Circumstances. Seller shall provide Purchaser with
written notice of any transaction or occurrence prior to Closing which could make any of the
warranties, representations, covenants and agreements of Seller 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 promptly execute all
petitions, applications, easements, plats, site plans, waivers of plats, and other documents which
Purchaser may reasonably request and otherwise reasonably cooperate with Purchaser in
connection with Purchaser obtaining or granting any permit, plat, waiver of plat, site plan
approval, easement, fight-of-way dedication, rezoning, fight-of-way deed, variance or other
administrative authorization required for Purchaser's proposed development of the Real Property.
8.7 Survival. Any claim for breach of the covenants contained in this Section 8 shall
survive the Closing.
SECTION 9: PURCHASER' S DUE DILIGENCE AND INSPECTION OF PROPERTY
9.1 Documents to be Delivered by Seller. Within five (5) days after the Effective
Date, Seller shall provide to Purchaser copies of all documents, records, reports, studies, data and
information relating to the Property in Seller's control or possession, including, without limitation,
any existing tests, surveys, title policies, licenses, permits, engineering and/or environmental
analyses, soil test borings, Seller's Records, Permits and tax bills (the "Submission Documents").
The foregoing obligation shall continue up until the Closing with respect to any Submission
Document received by Seller after the Effective Date.
9.2 Inspection of Property. Purchaser or its appointed agents or independent
contractors shall have, at all reasonable times prior to the Closing, the privilege of going upon the
Land, at Purchaser's sole cost and expense, to inspect, examine, test, investigate, appraise and
su~ey the Property, including, without limitation, soils and environmental tests and inspections.
In exercising the privileges granted pursuant to this subsection 9.2, Purchaser shall substantially
restore the Property to the condition existing prior to such activities on the Property. In
consideration of Purchaser's right to inspect the Property as described in this subsection 9.2,
subject to the provisions and monetary limitations of Section 768.28, Florida Statutes, Purchaser
agrees to indemnify, defend and hold Seller harmless from any actions, suits, liens, claims,
damages, expenses, losses and liability for damage to personal property or personal injury arising
from or attributable to any acts performed by Purchaser or its appointed agents or independent
contractors in exercising Purchaser's rights under this subsection 9.2 (including, without
limitation, any rights or claims of materialmen or mechanics to liens on the Property, but
11
excluding any matter to the extent arising out of the negligence or misconduct of Seller). This
agreement to indemnify Seller shall survive the Closing and any termination of this Agreement.
9.3 Conditions Precedent/Termination Right. In addition to any other termination
right or other remedy specified herein and notwithstanding any provision of this Agreement which
may be interpreted to the contrary, if Purchaser is dissatisfied, for any reason and in Purchaser's
exclusive judgment, with the results of Purchaser's investigation and study of the Property, then
Purchaser may terminate this Agreement by notifying Seller or Seller's Attorney of such
termination on or before the 5:00 p.m. on the Termination Date, whereupon the Earnest Money
shall be refunded to Purchaser by the Escrow Agent and thereafter neither party hereto shall have
any further rights, obligations, or liabilities hereunder except to the extent that any right,
obligation or liability set forth herein expressly survives termination of this Agreement.
SECTION 10: ENVIRONMENTAL REMEDIATION
10.1 Purchase's Remediation Obligation. Subject to the Seller's obligations in
Section 10.3 below, following the Closing, Purchaser agrees to be responsible for, and cause to be
performed, any environmental clean up and remediation arising under Environmental
Requirements with respect to Hazardous Materials located in, on, or under the Property. The
parties acknowledge that Purchaser intends to obtain an Environmental Report prior to closing in
order to assess the presence of any Hazardous Materials on the Property. Should the
Environmental Report disclose the presence of Hazardous Materials on the Property, Purchaser is
hereby authorized to disclose said such information to the applicable Governmental Authorities in
order to evaluate, formulate, and agree upon the necessary environmental dean-up and
remediation obligations associated with such Hazardous Materials. Purchaser's right to obtain the
Environmental Report and disclosure such information to the applicable Governmental
Authorities shall in no way alter, modify, or diminish its right to terminate this Agreement as set
forth in Section 9.3 above or elsewhere in this Agreement. The foregoing obligation does not
include any liability and/or obligations associated with Hazardous Materials that may have
migrated off the Property to adjacent properties. The liability and obligations associated with
such off-site contamination shall be governed by applicable Environmental Requirements.
10.2 Selection of Environmental Remediation Contractor. Purchaser agrees to
select the contractor to perform the environmental dean-up and remediation work in accordance
with its applicable Code requirements regarding contractor procurement. Prior to entering into
any agreement for the performance of the environmental dean-up and remediation work, the
Purchaser shall provide to the Seller the proposed agreement including scope of work and cost
estimates for Seller's review only.
10.3 Seller's Payment of Environmental Remediation Costs. In consideration of
Purchaser's agreement to perform the environmental clean-up and remediation work as set forth
in Section 10.1 above, Seller agrees to contribute up to One Million and No/100 Dollars
($1,000,000.00) (the "Enviromental Contribution") to the costs thereof, which costs shall
include, but not be limited to, labor and materials, contractor's overhead and profit, Hazardous
12
Materials transportation and disposal costs, all fines, penalties, costs, and expenses assessed by
the applicable Governmental Authorities, and attorneys' fees and costs incurred by Purchaser in
connection with the foregoing (collectively, the "Remediation Costs"). As the environmental
remediation and clean-up work will not be performed until after the Closing, Seller hereby
authorizes Escrow Agent to retain the Environmental Contribution from Seller's closing proceeds
and disburse the Environmental Contribution to pay third parties or reimburse Purchaser, as
applicable, for the Remediation Costs. Prior to the disbursement by Escrow Agent of any
Remediation Costs, Purchaser shall provide Seller with written notice thereof specifying the basis
and amounts of such costs for Seller's review only. Following the completion of the
environmental clean-up and remediation work as evidenced by the appropriate approvals and
documentation from the applicable Governmental Authorities including, but not limited to, no
further action letters, any remaining balance of the Environmental Contribution shall be disbursed
by Escrow Agent to Seller.
10.4 Survival. The provisions of this Section 10 shall expressly survive the Closing and
delivery of the Deed.
SECTION 11: CLOSING
Subject to satisfaction of all conditions to Closing, the Closing shall be held during regular
business hours on the date which is thirty (30) days after the Termination Date. The Closing shall
be held at the offices of Purchaser's Attorney, at a time mutually acceptable to both parties. If no
such selection is timely made, the Closing shall be held at 10:30 a.m. local time on the Closing
Date or at such other time or such other place as may be mutually agreed in writing by the parties
hereto.
11.1 Delivery: Possession. At Closing, Seller shall deliver to Purchaser the items
required of Seller under this Agreement, and Purchaser shall deliver to Seller the balance of the
Purchase Price (after crediting the Earnest Money and making other adjustments and prorations
as provided herein and less the Environmental Contribution) and the other items required of
Purchaser under this Agreement. Seller shall deliver possession of the Property to Purchaser,
subject only to the Permitted Exceptions at the time of Closing. Risk of loss shall remain with
Seller until Closing.
11.2 Closing Costs.
11.2.1
Seller's Costs. Seller shall pay (i) property transfer, conveyance,
sales and other taxes due on the transfer of the Property, (ii) the
fees and expenses of Seller's attorneys, (iii)the documentary
stamps and surtaxes due on the Deed, and (iv) the cost of recording
any corrective instruments.
11.2.2
Purchaser's Costs. Purchaser shall pay (i) any costs incurred by
Purchaser in preparing and performing its due diligence
investigations, (ii) the cost of the Title Commitment, (iii) the
13
premium for the Owner's Title Policy, (iv) the cost of recording the
Deed, (v) the cost of the Survey, and (vi) the fees and expenses of
Purchaser's attorneys.
11.2.3
Other Costs. Any other costs not specifically provided for in
subsection 11.2.1, subsection 11.2.2 or otherwise pursuant to the
terms of this Agreement shall be paid by the party who incurred
those costs, or if neither party is charged with incurring any such
costs, then by the party customarily assessed for such costs in the
place where the Property is located. Any escrow fees, document
preparation charges of the Title Company and other escrow related
charges of the Escrow Agent in its capacity as escrow agent only
shall be paid equally by Seller and Purchaser.
11.2.4
Survival. The provisions of this subsection 11.2 shall survive the
Closing and the delivery of the Deed.
11.3 Purchaser's Conditions to Closinp. Purchaser's obligation to purchase the
Property or otherwise to perform any obligation provided in this Agreement is expressly
conditioned upon the fulfillment or satisfaction of each of the following conditions precedent on
or before the Closing Date (any of which may be waived only in writing by Purchaser in its
discretion):
11.3.1
Purchaser shall have obtained all Govemmentai Approvals
necessary to purchase the Property and finance the acquisition
thereof,
11.3.2
Seller shall have fully performed each undertaking and covenant
and agreement to be performed by Seller under this Agreement
including, but not limited to, delivery of all items and documents
required under Section 13 below;
11.3.3
Each representation and warranty made in this Agreement by Seller
shall be complete, true and accurate;
11.3.4
The Owner's Title Policy shall be issued, or in lieu of issuance of
the foregoing at Closing, the Title Company shall have delivered a
"marked up" Title Commitment, subject only to the Permitted
Exceptions, with gap coverage, deleting all requirements and
deleting the standard exceptions;
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11.3.5
Except as cured by Seller or otherwise approved or waived in
writing by Purchaser, no event shall have occurred which may have
an adverse effect on the physical condition of the Property;
11.3.6
The Land shall have been subdivided from all other property in
accordance with all applicable governmental requirements and shall
be assessed as a separate tax lot or tax parcel, independent of ail
other parcels of land not being conveyed hereunder.
If any of the foregoing conditions are not satisfied at or before Closing, then in addition to
any remedy available to Purchaser under this Agreement, Purchaser may terminate this A~reement
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.
11.4 Seller's Conditions to Closing,. Seller's obligation to purchase the Proper~y or
otherwise to perform any obligation provided in this Agreement is expressly conditioned upon the
fulfillment or satisfaction of each of the following conditions precedent on or before the Closing
Date (any of which may be waived only in writing by Seller in its discretion):
11.4.1
Purchaser shall have fully performed each undertaking and
covenant and agreement to be performed by Purchaser under this
Agreement;
11.4.2
Each representation and warranty made in this Agreement by
Purchaser shall be complete, true and accurate;
11.4.3
Seller shall have obtained from Purchaser conditional use approval
for its real property located adjacent to the Property and more
particularly described in Exhibit "F' attached hereto ("Seller's
Adjacent Property) for mixed use project including residential
which does not to exceed twenty (20) stories in height. From and
after the Effective Date, Seller agrees, at no cost or expense to
Purchaser (except its review costs), to submit to the Purchaser
complete applications for the conditional use approval for Seller's
Adjacent Property as set forth above (the "Conditional Use
Application"), and thereafter diligently, expeditiously, and in good
faith prosecute the Conditional Use Application. Purchaser agrees
to process Seller's Conditional Use Application in accordance with
applicable laws as set forth in its Code. Seller and Purchaser
acknowledge and agree that the approval of the Conditional Use
Application and the adoption of a Resolution consistent therewith
are conditions precedent to the Closing of the sale and purchase of
the Property. Seller and Purchaser further acknowledge and agree
15
that this Agreement and Purchaser's obligation to process the
Conditional Use Application in accordance with applicable law are
not contract zoning and Purchaser makes no representations and/or
warranties that the conditional use will be approved as requested in
the Conditional Use Application.
If any of the foregoing conditions are not satisfied at or before Closing, then in addition to
any remedy available to Seller under this Agreement, Seller may terminate this Agreement by
written notice to Purchaser, in which event the Earnest Money shall be 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.
SECTION 12: PRORATIONS 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:
12.1 Property Taxes and Assessments.
12.1.1 Taxes. Seller acknowledges and agrees that the Property is being
purchased by an exempt governmental entity and that the Seller
must comply with Section 196.295, Florida Statutes, regarding real
estate taxes. In connection with the foregoing, prior to Closing,
Seller, at Seller's cost and expense, shall cause the Miami-Dade
County Property Appraiser and Tax Collector, as applicable, to
identit~ in writing the amount of prorated real estate taxes to be
paid to the Miami-Dade County Tax Collector in order to comply
with Section 196.295, Florida Statutes. If for any reason the
foregoing is not accomplished by the Closing Date, a portion of
Seller's proceeds of this transaction as deemed necessary by the
Title Company shall be placed in escrow pending receipt of such
information from the Miami-Dade County Tax Collector. Upon
Closing, Seller hereby authorizes disbursement to the Miami-Dade
County Tax Collector of the amount necessary to comply with
Section 196.295, Florida Statutes. Seller shall remain responsible
for, and promptly pay to the Miami-Dade County Tax Collector,
any underpayments.
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12.1.2
Soecial Assessments. Certified, confirmed and ratified special
assessment liens as of Date of Closing (and not as of the date of this
Agreement) shall be paid by Seller or Purchaser shall receive a
credit therefor. Pending liens as of Date of Closing shall be
assumed by Purchaser; provided, however, that where the
improvement for which the special assessment was levied, had been
substantially completed as of the date of this Agreement, such
pending liens shall be considered as certified, confirmed or ratified
and Seller shall, at Closing, be charged an amount equal to the
estimated assessment for the improvement.
12.6 Other Matters. Seller and Purchaser shall make such other adjustments and
apportionments as are expressly set forth in this Agreement.
12.7 Survival. The provisions of this Section 12 shall survive the Closing and the
delivery of the Deed. In the event final figures have not been reached on any of the adjustments,
prorations or costs which are to be adjusted at or prior to Closing pursuant to this Section 12, the
parties shall close using adjustments and prorations reasonably estimated by Seller and Purchaser,
subject to later readjustment when such final figures have been obtained. The parties hereto agree
that they shall seek to determine the amounts of all prorations and adjustments required hereunder
on or before the Closing Date, if possible, and to the extent not then obtainable within one (1)
year of Closing.
SECTION 13: CONVEYANCES AND DELIVERIES AT CLOSING
13.1 Warranty Deed. At Closing, Seller shall convey the Land to Purchaser by a duly
executed and recordable statutory warranty deed in substantially the form attached hereto as
Exhibit "B" (herein referred to as "Deed"), subject only to the Permitted Exceptions.
13.2 Bill of Sale. At Closing, Seller shall also convey the Improvements to Purchaser
by a duly executed Bill of Sale in substantially the form attached hereto as Exhibit "C".
13.3 Seller's Records. At or simultaneously with the Closing, Seller shall deliver to
Purchaser the originals (or if originals are unavailable, certified copies) of the Seller's Records,
and the Permits. Seller may keep copies of such materials at Seller's sole cost and expense.
13.4 Section 1445 Certificate. At Closing, Seller shall execute and deliver to
Purchaser and the Title Company a certificate substantially in the form as Exhibit "D" attached
hereto stating that Seller is not a "foreign person" as defined in Section 1445 of the Internal
Revenue Code and the regulations thereunder.
13.5 Form 1099. At Closing, Seller shall execute and deliver to Purchaser and the
Title Company such federal income tax reports respecting the sale of the Property as required by
17
the Internal Revenue Code and such other information required by the Title Company to complete
IRS Forra 1099 with respect to this transaction.
13.6 Affidavit of Title. At Closing, Seller shall execute and deliver to Purchaser and to
the Title Company a no-lien, possession and gap title affidavit in the form required by the Title
Company, together with such resolutions, affidavits, documents and certificates as the Title
Company may reasonably require to issue the Owner's Title Policy in accordance with the terms
of this Agreement.
13.7 Closin~ Statement. At Closing, Seller and Purchaser shall execute and deliver a
Closing Statement which shaH, among other items, set forth the Purchase Price, aH credits against
the Purchase Price, the amounts of all prorations and other adjustments to the Purchase Price and
all disbursements made at Closing on behalf of Purchaser and Seller in accordance with the terms
of this Agreement.
13.8 Evidence of Authority. At Closing, Seller shall update Evidence of Authority
dated not more that five days before the Closing Date.
13.9 General Assignment. At Closing, Seller will deliver to Purchaser a general
assignment, to the extent assignable, of the Seller's Records, Permits, the Intangible Property and
all other property and rights included in the transaction contemplated by this Agreement, which
assignment shall be substantially in the form attached hereto as Exhibit "E'.
13.9 Transfer Tax Returns. At Closing, Seller will execute and deliver Florida
Department of Revenue Form DR-219.
13.10 Physical Possession. At Closing, Seller shall deliver to Purchaser possession of
the Property.
13.11 Other Documents. At Closing, Seller and Purchaser shall deliver to each other
any other documents expressly required to be delivered or furnished pursuant to any other
provisions of this Agreement or reasonably required to carry out the purpose and intent of this
Agreement.
SECTION 14: NOTICES
Ail notices, consent, approvals and other communications which may be or are required to
be given by either Seller or Purchaser under this Agreement shaH be properly given only if made in
writing and sent by (a)hand delivery, (b) electronic facsimile or other transfer device with
telephone or other confirmation of receipt, provided that a hard copy of such notice is mailed by
US first class mall, postage prepaid, on or before the next Business Day following such telecopy
delivery or (c) a nationally recognized overnight delivery service (such as Federal Express, UPS
Next Day Air, Purolator Courier or Airborne Express), with all delivery charges paid by the
18
sender and addressed to the Purchaser or Seller, as applicable, as follows, or at such other address
as each may request in writing. Such notices shall be deemed received, (1) if delivered by hand or
overnight delivery service on the date of delivery and (2) if sent by electronic transfer on the date
transmission is confirmed by telephone or return electronic transfer from the receiving party,
provided that a hard copy of such notice is mailed by US first class mail, postage prepaid, on or
before the next Business Day following such telecopy delivery. The refusal to accept delivery shall
constitute acceptance and, in such event, the date of delivery shall be the date on which delivery
was refused. Said addresses for notices are to be as follows:
IF TO SELLER:
The Exotic Gardens, Inc.
c/o Gulfstream Park Racing Association
901 South Federal Highway
Hallandale, Florida 33009
Attention:
Telephone No.: ( )
Telecopy No.: ( )
with a copy to:
Greenberg Traurig LLP
1221 Brickell Avenue
Miami, Florida 33131
Attention: Clifford A. Schulman, Esq.
Telephone No.: (305) 579-0613
TelecopyNo.: (305) 579-0717
IF TO PURCHASER:
City of Aventura
2999 N.E 191st St., Suite 500
Aventura, Florida 33180
Attention: Eric M. Soroka, City Manager
Telephone No.: (305)466-8930
TelecopyNo.: (305) 466-8919
with a copy to:
Weiss Scrota Helfman Pastoriza Guedes Cole & Boniske, P.A.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
Attention: Steven W. Zelkowitz, Esq.
Telephone No.: (305) 854-0800
Telecopy No.: (305) 854-2323
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SECTION 15: CASUALTY AND CONDEMNATION
15.1 Casualty. Prior to the Closing Date, and notwithstanding the pendency of this
Agreement, the entire risk of loss or damage by fire or other casualty shall be borne and assumed
by Seller, except as otherwise provided in this subsection 16. Until the Closing has occurred,
Seller shall keep all insurance policies in effect with respect to the Property. If, prior to the
Closing Date, any part of the Property is damaged or destroyed by fire or other casualty, Seller
shall immediately notify Purchaser of such fact. If such damage or destruction is material (as
defined below), Purchaser shall have the option to terminate this Agreement upon written notice
to Seller given not later than thirty (30) days after receipt of Seller's notice. For purposes hereof
"material" shall be deemed to be any uninsured damage or destruction to the Property (except that
a casualty shall not be deemed uninsured solely because all, or a portion of, the cost of the
casualty is subjected to a deductible) or any insured damage or destruction (i) where the cost of
repair or replacement is estimated, in Purchaser's good faith judgment, to be Thirty-Five
Thousand and No/100 or more for the Improvements, or (ii) where the repair or replacement is
estimated, in Purchaser's good faith judgment, to require more than one hundred twenty (120)
days to repair. If Purchaser does not exercise this option to terminate this Agreement, or if the
casualty is not material, neither party shall have the right to terminate this Agreement, and the
parties shall proceed to the Closing pursuant to the terms hereof without modification of the
terms of this Agreement and without any reduction in the Purchase Price but, Seller, at Closing,
shall assign to Purchaser, and Purchaser shall be entitled to receive and keep, all insurance
proceeds payable with respect to such casualty, plus Seller shall pay over to Purchaser the sum of
(a) all insurance proceeds previously paid to Seller with respect to such casualty (other than
amounts expended by Seller for emergency repairs or for repairs which are approved in writing by
Purchaser) and (b) an amount equal to the deductible amount with respect to the insurance. In
such event, Seller shall not be obligated to repair or restore the Property. If Purchaser does not
elect to terminate this Agreement by reason of any casualty, Purchaser shall have the right to
participate in any adjustment of the insurance claim and, in such event, Purchaser and Seller shall
cooperate each with the other in good faith.
15.2 Condemnation. At Closing, Seller shall assign to Purchaser all of Seller's right,
title and interest in and to the beds of streets, roads, alleys, avenues and highways abutting the
Property and all of Seller's right, title and interest in and to all awards in condemnation, or
damages or any kind, to which Seller is entitled at the time of Closing, by reason of any exercise
of power of eminent domain with respect thereto or for the taking of the Property or any part
thereof or by reason of any other event affecting the Property which gives rise to a damage claim
against a third Party aider the date hereof. Prior to the Closing Date, if all or any portion of the
Property is taken, or if access thereto is reduced or restricted by eminent domain or otherwise (or
if such taking, reduction or restriction is pending, threatened or contemplated) (hereinafter a
"Condemnation Proceeding"), Seller shall immediately notify Purchaser of such fact. In the event
that such notice related to the taking of all or any portion of the Property, Purchaser shall have
the option, in its sole and absolute discretion, to terminate this Agreement upon written notice to
Seller given not later than thirty (30) days after receipt of Seller's notice; whereupon the Earnest
Money shall be refunded to Purchaser and thereaiter neither Party shall have any rights,
obligations or liabilities hereunder except with respect to those fights, obligations or liabilities
20
which expressly survive the termination of this Agreement. If Purchaser does not elect to
terminate this Agreement as herein provided, Seller shall pay to Purchaser any award received by
Seller prior to Closing and Purchaser shall have the right to participate with Seller in any
Condemnation Proceeding affecting the Property; provided, that in doing so Purchaser shall
cooperate with Seller in good faith.
SECTION 16: BROKERS
Each party represents to the other that such party has not incurred any obligation to any
other broker, finder or real estate agent with respect to the purchase or sale of the Property. Each
of Seller and Purchaser warrants and represents to the other that such party has employed
(expressly or impliedly) no broker, agent or other such Person as to which a commission or other
such fee is or would become due or owing as a result of the purchase and sale contemplated
hereby and has made no agreement (express or implied) to pay any broker's commission or other
such fees in connection with the purchase and sale contemplated by this Agreement. Each of
Seller and Purchaser agrees to indemnify and defend the other against, and to hold the other
harmless of and from all claims, demands and liabilities (including reasonable attorney's fees and
expenses incurred in defense thereof) for any commission or fees payable to, or claimed by, any
broker agent or other such Person arising out of the employment or engagement of such Person
employed (expressly or impliedly) by Seller of Purchaser, as applicable, or with whom Seller or
Purchaser, as applicable, has or is claimed to have, made an agreement (express or implied) to pay
a commission or other such fee; provided, however, Purchaser's indemnity obligations hereunder
are subject to the provisions and monetary imitations of Section 768.28, Florida Statutes. The
representation, warranties, undertakings and indemnities of this Section 16 shall survive the
Closing hereunder and any termination of this Agreement.
SECTION 17: INDEMNITIES
17.1 Seller's Indemnity. Seller hereby agrees to indemnify, protect, defend (through
attorneys reasonably acceptable to Purchaser) and hold harmless Purchaser and its council
members, administrative officials, agents, employees, successors and assigns from and against any
and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees
actually incurred) which may at any time following the Closing Date be asserted against or
suffered by Purchaser arising out of or resulting from the following (whether asserted or accruing
before or aider Closing):
17.1.1
any personal injury or property damage occurring prior to the
Closing Date unless caused by the gross negligence of Purchaser or
its agents or contractors;
17.1.4
any taxes payable in connection with this transaction or with
respect to the Property prior to Closing;
21
17.1.5
Seller's failure to comply with the provisions of this Agreement
which require performance or payment on the part of Seller after
Closing.
17.3 Survival. The provisions of Section 17 shall survive the Closing hereunder and
the delivery of the Deed.
SECTION 18: DEFAULT/REMEDIES
18.1 Seller's Default/Purchaser's Remedies. Notwithstanding any other remedy
provided for herein, if Seller defaults in the observance or performance of its covenants and
obligations hereunder, Purchaser may, at its option, terminate this Agreement and receive a refund
of the Earnest Money or seek specific performance of this Agreement, without in either case
waiving any action for damages resulting from Seller's breach.
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.
SECTION 19: POST CLOSING OBLIGATIONS
19.1 Canal Ext~ansion and Marina Development. Subject to the provisions of this
Section 19, following the Closing, Purchaser and Seller agree to submit joint applications(s) to the
applicable Governmental Authorities for the westerly expansion of the existing canal located north
of Yacht Club Drive through Seller's Adjacent Property including the development of a marina on
Seller's Adjacent Property (collectively, the "Canal Expansion Project"). The parties
acknowledge and agree that the Canal Expansion Project shall be adjacent to, but not include any
portion of the Property; provided, however, the Canal Expansion Project will provide waterfront
access to and from the Property. Seller and Purchaser shall be joint applicants on all applications
filed with the applicable Governmental Authorities for the development of Canal Expansion
Project, which applications must be consistent with the Approval Site Plan (as defined below).
Said applications shall be prepared, filed, and processed by Seller, at Seller's sole its cost and
expense (including all applications fees and costs), without any cost or expense to Purchaser.
22
19.2 Approval of Site Plan. Prior to the filing of the applications as set forth in
Section 19.1 above, Seller shall submit to Purchaser a site plan for the Canal Expansion Project
detailing the location of the proposed waterways and all improvements associated therewith.
Following submission of the site plan by the Seller, the Purchaser shall provide its approval or
disapproval (specifying the basis for disapproval and/or comments to the site plan). The site plan
shall be modified as necessary in order to obtain the approval of the Purchaser, it being
understood that the Purchaser's review and approval of the site plan is from the perspective of an
adjacent property owner, and need not be based upon, or limited to, applicable land use and
zoning requirements.. Furthermore, approval of the site plan by the Purchaser pursuant to this
Agreement does not constitute any approvals required to be obtained from Purchaser in its
capacity as a governmental entity, it being acknowledged and agreed that any such approvals are
subject to applicable Legal Requirements. Once approved by the Purchaser, the site plan
(including any future changes, alterations or modifications approved by Purchaser or otherwise
permitted hereunder) shall be deemed the "Approved Site Plan" for purposes of this Agreement.
Except for changes required to be made to comply with applicable Legal Requirements, no
changes, alterations or modifications, shall be made to the Approved Site Plan without the prior
written approval of the Purchaser. The obligations of the Purchaser set forth in Section 19.1
above are expressly subject to and contingent upon the development of the Canal Expansion
Project in accordance with the Approved Site Plan.
19.3 Payments to Purchaser. Upon the issuance of all the necessary final, non-
appealable development approvals, licensees, permits, and authorizations from all applicable
Governmental Authorities except for building permits, develop the Canal Expansion Project in
accordance with the Approved Site Plan (collectively, the "Development Approvals"), Seller shall
pay Purchaser One Million Nine Hundred Thousand and No/100 Dollars ($1,900,000.00). Said
amount shall be paid by Seller to Purchaser within five (5) Business Days of the issuance of the
Development Approvals by wire transfer to an account designated by Purchaser. Seller's failure
to make said payment to Purchaser as specified in this Section 19.3 shall be considered a material
default hereunder in entitling Purchaser to its rights and remedies set forth in Section 19.4 below.
19.4 Default. Notwithstanding anything contained in this Agreement to the contrary, in
the event of a default by Seller or Purchaser under this Section 19 that remains uncured for thirty
(30) days following written notice from the non-defaulting party to the defaulting party, the non-
defaulting party may terminate this Agreement upon written notice to the defaulting party and, in
addition to such right of termination, shall be entitled to all rights and remedies available to the
non-defaulting party at law and in equity. Additionally, notwithstanding the provisions of the
preceding sentence, Seller shall not be entitled to any notice, grace, or cure period for its failure to
timely make the payment required by Section 19.3 above. In the event the Seller fails to timely
make such payment as required by Section 19.3, Purchaser shall be immediately be entitled to all
rights and remedies available at law and in equity. In addition to any other rights and remedies
available at law or in equity, in the event of Seller's default under this Section 19, the Purchaser is
hereby authorized to withhold any pending permits and approvals for Seller's Adjacent Property,
and refuse any inspections or grant any approvals, with regard to Seller's Adjacent Property until
such time as the event of default is cured.
23
19.5 Survival. The provisions of this Section 19 shall expressly survive the Closing and
delivery of the Deed.
SECTION 20: ESCROW AGENT
20.1 Performance of Duties. Escrow Agent undertakes to perform only such duties as
are expressly set forth in this Agreement. Escrow Agent shall not be deemed to have any implied
duties or obligations under or related to this Agreement.
20.2 Reliance. Escrow Agent may (i) act in reliance upon any writing or instrument or
signature which it, in good faith, believes to be genuine; (ii) assume the validity and accuracy of
any statement or assertion contained in such a writing or instrument; and (iii) assume that any
person purporting to give any writing, notice, advice or instructions in connection with the
provisions &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 &execution, or validity of any
instrument deposited in escrow, nor as to the identity, authority, or right of any person executing
any instrument; Escrow Agent's duties under this Agreement are and shall be limited to those
duties specifically provided in this Agreement.
20.3 Rieht to Interplead. If the parties (including Escrow Agent) shall be in
disagreement about the interpretation of this Agreement, or about their respective rights and
obligations, or about the propriety of any action contemplated by Escrow Agent, Escrow Agent
may, but shall not be required to, file an action in interpleader to resolve the disagreement; upon
filing such action, Escrow Agent shall be released from all obligations under this Agreement.
20.4 Attorney's Fees and Costs. In any suit between Purchaser and Seller wherein
Escrow Agent is made a party because of acting as Escrow Agent hereunder, or in any suit
wherein Escrow Agent interpleads the subject matter of the Escrow, Escrow Agent shall recover
reasonable attorney's fees and costs incurred with the fees and costs to be paid from and out of
the escrowed funds or equivalent and charged and awarded as court costs in favor of the
prevailing party. The parties hereby agree that Escrow Agent shall not be liable to any party or
person for misdelivery to Purchaser or Seller of items subject to this escrow, unless such
misdelivery is due to willful breach of this Agreement or gross negligence of Escrow Agent.
20.5 Escrow Agent as Counsel for Purchaser. It is acknowledged that Escrow Agent
is counsel for Purchaser. It is agreed that Escrow Agent shall not be disabled or disqualified from
representing Purchaser, its council members, parents, officers, directors or agents in connection
with any dispute or litigation which may arise out of or in connection with this transaction or this
Agreement as a result &Escrow Agent acting as the escrow agent under this Agreement and the
Seller, waives any claim or right to assert a conflict arising out of or in connection with the
foregoing.
SECTION 21: GENERAL PROVISIONS
24
21.1 Entire Agreement. This Agreement, and all the Exhibits referenced herein and
annexed hereto, contain the final, complete and entire agreement of the parties hereto with respect
to the matters contained herein, and no prior agreement or understanding pertaining to any of the
matters connected with this transaction shall be effective for any purpose. Except as may be
otherwise expressly provided herein, the agreements embodied herein may not be amended except
by an agreement in writing signed by the parties hereto.
21.2 Governine Law. This Agreement shall be governed by and construed under the
laws of the State of Florida.
21.3 Further Assurances. Seller and Purchaser each agrees to execute and deliver to
the other such further documents or instruments as may be reasonable and necessary in
furtherance of the performance of the terms, covenants and conditions of this Agreement. This
covenant shall survive the Closing.
21.4 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.
21.5 Counterparts. This Agreement may be executed in separate counterparts. It shall
be fully executed when each party whose signature is required has signed at least one counterpart
even though no one counterpart contains the signatures of all of the parties of this Agreement.
Facsimile copies shall be deemed originals.
21.6 Non-waiver. No waiver by Seller or Purchaser of any provision hereof shall be
deemed to have been made unless expressed in writing and signed by such party. No delay or
omission in the exercise of any right or remedy accruing to Seller or Purchaser upon any breach
under this Agreement shall impair such right to remedy or be construed as a waiver of any such
breach theretofore or thereafter occurring. The waiver by Seller or Purchaser of any breach of
any term, covenant or condition herein stated shall not be deemed to be a waiver of any other
breach, or of a subsequent breach of the same or any other term, covenant or condition herein
contained.
21.7 Severability. This Agreement is intended to be performed in accordance with and
only to the extent permitted by applicable law. If any provisions of this Agreement or the
application thereof to any Person or circumstance shall, for any reason and to any extent, be
25
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.
21.8 Exhibits. The Exhibits referred in and attached to this Agreement are
incorporated herein in full by this reference.
21.9 Attorneys' Fees. In the 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.
21.10 Business Days. If any date provided for in this Agreement shall fall on a day
which is not a Business Day, the date provided for shall be deemed to refer to the next Business
Day.
21.11. Time is of the Essence. Time is of the essence in this Agreement.
21.12 No Personal Liability of Council Members, Administrative Offiei~la or
Representatives of Purchaser. Seller acknowledges that this Agreement is entered into by a
municipal corporation as Purchaser and Seller agrees no individual council member, administrative
official or representative of Purchaser shall have any personal liability under this Agreement or
any document executed in connection with the transactions contemplated by this Agreement.
21.13 Effective Date. For purposes of calculation of all time periods within which Seller
or Purchaser must act or respond as herein described, all phrases such as "the date of this
Agreement", "the date of execution of this Agreement" or any other like phrase referring to the
date of the Agreement, shall mean and refer to the "Effective Date" of this Agreement.
21.14 Radon Disclosure. Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be obtained
from your county public health unit. Pursuant to §404.056(8), Florida Statutes.
21.15 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.
26
21.16 No Negotiation With Other Persons. Seller agrees not to contract to sell or
enter into negotiations for the sale of the Property to any person or entity other than Purchaser for
so long as this Agreement is in effect.
21.17 Assignment. Purchaser may assign its rights under this Agreement.
21.18 Police/Renulatory Powers. Purchaser cannot, and hereby specifically does not,
waive or relinquish any of its regulatory approval or enforcement rights and obligations as it may
relate to regulations of general applicability which may govern the Property and/or Seller's
Adjacent Property, any improvements thereon, or any operations at the Property and/or Seller's
Adjacent Property. Nothing in this Agreement shall be deemed to create an affirmative duty of
Purchaser to abrogate its sovereign right to exercise its police powers and governmental powers
by approving or disapproving or taking any other action in accordance with its zoning and land
use codes, administrative codes, ordinances, rules and regulations, federal laws and regulations,
state laws and regulations, and grant agreements. In addition, nothing herein shall be considered
zoning by contract.
21.19 Negotiated Agreement. The parties have substantially contributed to the drafting
and negotiation of this Agreement and this Agreement shall not, solely as a matter of judicial
construction, be constrned 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.
[THE REST OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]
27
IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be
executed, as of the day and year first above written.
Witnesses: SELLER:
THE EXOTIC GARDENS, INC.,
a Delaware limited liability company
By:¸
mame~
Title:
Date: July ,2003
Attest:
PURCHASER:
CITY OF AVENTURA,
a Florida municipal corporation
Teresa M. Smith, CMC
City Clerk
Approved as to legal form
and sufficiency:
By:.
City Attorney
By:
Eric M. Soroka
City Manager
Date: July ,2003
ESCROW AGENT:
Weiss Serota Helfman Pastoriza
Guedes Cole & Boniske, P.A.
By:
Name ~
Title:
Date: July ,2003
28
EXHIBIT "A'
LEGAL DESCRIPTION
EXHIBIT "B"
FORM OF DEED
This instnanent prepared by:
Record and return to:
Steven W. Zelkowitz, Esq.
Weiss Semta Helfinan
Pastoriza & Guedes, P.A.
2665 South Bayshore Drive
Suite 420
Miami, FL 33133
Tax Folio Identification Number:
WARRANTY DEED
THIS WARRANTY DEED is made and executed this day of ,2003, by
TliE EXOTIC GARDENS, INC., a Delaware limited liability company (the "Grantor"), whose
mailing address is c/o Gulfstream Park Racing Association, 901 South Federal Highway, Hallandale,
Florida 33309 to the CITY OF AVENTURA, a Florida municipal corporation (the "Grantee"),
whose mailing address is 2999 N.E. 191st St., Suite 500, 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, rernise, 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. Those matters set forth on Extubit "B" attached hereto provided the foregoing is not
intended to reimpose same.
2. Real estate taxes subsequent to date hereof.
3. Existing applicable governmental building and zoning ordinances and other
govemmental regulations.
TOGETHER with all the tenements, heraditaments and appurtenances belonging or in any
way appertaining to the Property.
TO HAVE AND TO HOLD the same in fee simple forever.
AND GRANTOR hereby covenants with Grantee that Grantor is lawfully seized of the
Propeay in fee simple; that Grantor has good right and lawful authority to sell and convey the
Property; and that Grantor does hereby fully warrant the title to the Property and will defend the same
against the lawful claims of all persons whomsoever.
IN WITNESS Wl~EREOF, Grantor has caused this Warranty Deed to be executed as of the
day and year first written above.
Witnesses: SELLER:
Print Name:
THE EXOTIC GARDENS, INC.,
a Delaware limited liability company
Print Name:
By:
Name:
Title:
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this __ day of ,
2003 by , as of THE EXOTIC
GARDENS, INC., a Delaware limited liability company, who (check one) [ ] is personally
known to me or [ ] has produced a drivers license as identification.
My Commission Expires:
Notary Public
Print Name:
2
EXHIBIT "C"
BILL OF SALE
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that THE EXOTIC GARDENS, INC.,
a Delaware limited liability company ("Seller"), for and in consideration of the sum ofTen and
No/100 ($10.00) Dollars lawful money of the United States, to it paid by the CITY OF
AVENTURA, a Florida municipal corporation ("Purchaser"), the receipt whereof is hereby
acknowledged, has granted, bargained, sold, transferred and delivered, and by these presents does
grant, bargain, sell, transfer and deliver unto the Purchaser, its successors and assigns, the
following goods and chattels:
AH of the tangible personal property of Seller used in connection with or
located in, on or at the real property legally described on Exhibit "A" attached
hereto (the "Real Property"), and all replacements thereof, including, but not
limited to, the property listed on Exhibit "B" attached hereto.
TO HAVE AND TO HOLD the same unto the Purchaser, its successors and assigns
forever.
AND Seller does, for itself and its heirs, executors and administrators, covenant to and
with the Purchaser, its successors and assigns, that Seller is the lawful owner of the Personal
Property; that they are free from all encumbrances; that Seller has good right to sell the same
aforesaid, and that Seller will warrant and defend the sale of the Personal Property hereby made,
unto the Purchaser, its successors and assigns against the lawful claims and demands of all
persons whomsoever.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the
July, 2003.
day of
Witnesses: SELLER:
THE EXOTIC GARDENS, INC.,
a Delaware limited liability company
Print Name:
Prim Name:
By:
Name:
Title:
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
The foregoing instmmem was acknowledged before me this __ day of ,2003
by as of THE EXOTIC
GARDENS, INC., a Delaware limited liability company, who (check one) [ ] is personally
known to me or [ ] has produced a drivers license as identification.
My Commission Expires:
Notary Public
Print Name:
EXHIBIT "D"
FORM OF SECTION 1445 CERTIFICATE
SECTION 1445 CERTIFICATE
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
BEFORE ME, the undersigned authority, personally appeared
("Affiant") who being first duly sworn upon oath, deposes and says:
1. That the Affiant is President of The Exotic Gardens, Inc., a Delaware limited liability
company ('~he Corporation").
2. That the Corporation is the owner of fee simple title to the real property located in
lVfmmi-Dade County, Florida, more particularly described on Exhibit "A" attached hereto and by this
reference made a part hereof ("Property").
3. Section 1445 of the Internal Revenue Code provides that a transferee {buyer) of a U.S.
real property interest must withhold tax if the transferor (seller) is a foreign person. To inform the City
of Boca Raton that withholding of tax is not required upon the disposition of a U.S. real property
interest by the Corporation, Affiant hereby certifies the following:
3.1 The Corporation is not a foreign person, foreign corporation, foreign
Corporation, foreign trust, or foreign estate for the purposes of U.S. income taxation (as those terms
are defined in the Internal Revenue Code and Income Tax Regulations).
3.2 The Corporation's taxpayer identification number is
3.3 The Corporation's address is
3.4 Affiant understands that this certification may be disclosed to the Internal
Revenue Service by the transferee and that any false statement contained herein could be punished by
fine, imprisonment, or both.
FURTHER AFFIANT SAYETH NAUGHT.
Sworn to and subscribed before me this day of , 2003 by -
~ who (check one) [ ] is personally known to me or [ ] has produced a
drivers license as identification.
My Commission Expires:
Notary Public
Print Name:
EXHIBIT "E"
FORM OF GENERAL ASSIGNMENT
GENERAL ASSIGNMENT
TBIS GENERAL ASSIGNMENT (the "Assignment") is made and entered into this
day of July, 2003, by and between THE EXOTIC GARDENS, INC., a Delaware limited liability
company (the "Assignor") and the 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-Dare Beach County, Florida, and more particularly described in Exhibit "A"
attached hereto and by this reference made a part hereof; pursuant to that certain Purchase and Sale
Agreement dated July ,2003, 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, rifle 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, TI~IEREFORE, 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 tree 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, in and to any and all intangible property
owned by Assignor and used in connection with or relating to the ownership, use, development,
operation, management, occupancy or maintenance of the Property including, but not limited to,
all consems, notices of completion, environmental and utility permits and approvals
authorizations, variances, waivers, licenses, permits, certificates and approvals from any
governmental authority or quasi-governmental authority issued or granted with respect to the
Property as well as all public and private contract rights and development or usage rights of
Assignor with respect to the Property (collectively, the "Intangible Property"). Assignor hereby
warrants and represents to Assignee that the Intangible Property is conveyed by Assignor to Assignee
free and clear of all liens, enctunbrances, and security interests whatsoever.
3. Successors and Assi~as. 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:
Print Name:
THE EXOTIC GARDENS, INC.,
a Delaware limited liability company
Print Name:
By:
Name:
Title:
Attest:
ASSIGNEE:
CITY OF AVENTURA, a Florida
municipal corporation
Teresa M. Smith, CMC
City Clerk
By:
Eric M. Soroka
City Manager
Approved as to legal form
and sufficiency:
By:.
City Attorney
STATE OF FLOKIDA )
SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of ~ 2003
by , as of THE EXOTIC
GARDENS, INC., a Delaware limited liability company, who (check one) [ ] is personally
known to me or [ ] has produced a drivers license as identification.
My Commission Expires:
Notary Public
Print Name:
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of ,
2003, by ERIC M. SOROKA, as City Manager of the CITY OF AVENTURA, a Florida
municipal corporation, on behalf of the corporation, who (check one) [ ] is personally known
to me or [ ] has produced a drivers license as identification.
My Commission Expires:
Notary Public
Print Name:
EXHIBIT "F"
SELLER'S ADJACENT PROPERTY
PROPOSED
2003 Founders Day Program
Signage $1,500.00
Community Center and Founders Park $15,400.00
Activities
Tents/chair table rentals $12,000.00
Total Founders Day Program $28,900.00
Concert Expenses
Air Supply $35,000.00
(including all contract dders)
Stage $13,500.00
Lighting $14,000.00
Sound System $12,500.00
High Voltage Dancers $3,000.00
~002 Founders Day Program Summary Refltals $500.00
Founders DeyActivities $43,186.0(~ Rain Insurance $5,000.00
3oncert Expenses $64,600.0~ Concert Expenses $63,~00.00
;oundem Bucks Reimbursements $6,640.0~ Foundem Bucks Reimbursements $6,500.00
Total of Founders Dav end Concert $144,426.0(] Total of Founders Day and Concert $118,900.00
I'icket Sales (2,322 ~ $5 ea) $11,610.0(~ Ticket Sales (2,500 ~ $5 aa) $12,500.00
Sponsors $49,500.0(~ Sponsors $49,500.00
Net Cost $83.316.0(~ Net Cost $$6,900.00
Jul 09 03 09:32a Robert & Rrlene Diamond 305 933 9920 p.1
'AVENTURA NICE AWARD"
MISSION: To recognize businesses and their employees located within the cio/of Aventura
who are providing outstanding customer service. The purpose is to help elevate
Aventura, not only as a superb place to live, but also a place where the shopper (both
resident and visitor) wilt receive the highest level of courtesy, respect and service.
METHOD: To create a committee composed of three representatives from the City of Aventura
(As determined by the City Commission) and three representatives from Aventura
Marketing Council to recognize those individuals and businesses who provide the
highest levels of customer service. IP,~.r 4:'.-~,,-,. -t-,.,_- e,..,~ o.~*-.-
1. Determine criteria for award
a. Business must hold an occupational license in thc city of Aventura
and Miami-Dade County. The businesses must notify their employees
they will be seeking this award and will be asking for the full
cooperation of all of their employees in providing the highest level
of courtesy at all time to all customers.
2. The award program will be administered by the committee.
The committee will create nomination forms for businesses to fill out. In addition, it wilt
create customer satisfaction forms and businesses will duplicate them for distribution
throughout their stores. Categories, timelines and number of winners to be determined
by committee
4. The city will mail the application and customer satisfaction forms to all businesses in the city,
The AMC will e-mail and fax applications of both forms to all AMC members within the
city. Both the city and the AMC will provide a copy of the application on their websites
and will have copies available at the AMC office and Aventura Government Center.
5. The AMC will take out full page advertisements in the Aventom News to promote the
awards program
Customers will have the option of filling out the customer satisfaction form and leaving it
with the salesperson or mailing it to the city or AMC or dropping it off at the
city or the AMC or submit their response online to either the city or AMC
Jul 09 03 09:32a Robert & Rrlene Diamond 305 933 9920
Businesses will be encouraged to select one or more winners from all the customer
satisfaction responses and reward those customers with prizes and recognition if they
so choose.
The committee will interview and select volunteer "Mystery Shoppers" who will visit the
finalists for an anonymous shopping experience. "Mystery Shoppers" will turn in their
customer satisfaction forms to either the City of Aventura or to the Aventura Marketing
Council
9. The committee will select and notify the winners
10. Recognition of winners: The City of Aventura shall purchase individual recognition plaques
for the winners. The winners will be invited to accept their plaques at an Aventura City
Commission as well as an at AMC Breakfast Meeting.
THE GOAL IS TO INCREASE THE LEVEL OF OUTSTANDING CUSTOMER
SERVICE BY BUSINESSES IN AVENTURA IN ORDER TO MAINTAIN AND
ELEVATE THE REPUTATION AS THE 'CITY OF EXCELLENCE'