Reso 2021-3241 - Laserfiche WebLink

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to sell to the Assignee TDRs in all amount equal to the Required TDRs in accordance with the terms, conditions and covenants contained in this Assignment. 3. Transfer. The City agrees that at the time the lkcquired'I'DRs are transferred to Assignee in accordance with Sections 265-23(F)(2)(a) and (17)(5) of the City LDRs, the City will first transfer the TDRs remaining in the Navarro TDR Bank and then transfer the balance of the Required TDRs from the CSIB TDR Bank. 4. Price. The City and Assignee agree that the purchase price of the Required TDRs is $125.00 per square foot, inclusive of all necessary dwelling units. The total approved purchase price for the Required TDRs equals $15,879,447.50 ("Purchase Price"). 5. Deposit. The Assignee agrees that pursuant to Section 265-23(E)(2)(b) of the City LDRs it will deliver to the City a deposit in the amount equal to ten precent (101,"o) of the Purchase Price ($1,587,944.75] (the "Deposit") within three working days of the City's site plan approval Linder application PZ2021-06. 6. Entitlement to Deposit. The City and Navarro agree the entire Deposit will be delivered to Navarro within five working days of its receipt by the City. Upon Navarro's receipt of the Deposit, the City will reduce the Navarro TDR Bank by 12,703.56 square feet, inclusive of associated dwelling units. 7. Closing. The City and Assignee agree that pursuant to Sections 265-23(F)(2)(a) and (F)(5) of the City LDRs a closing on the transfer of the Required TDRs will occur at a time determined by the City and Assignee on or before the date the City issues a building permit for the Project ("Closing"). At the time of Closing, Assignee will deliver to the City the balance of the Purchase Price, after deducting the amount of the Deposit [$14,291,502.801, in exchange for the irrevocable conveyance, transfer and assignment of the Required TDRs. 8. Transfer. The City agrees that at the time of Closing the City will First transfer all available TDRs contained in the Navarro TDR Batik before transferring any"I'DRs from the CSIB TDR Bank. The Parties acknowledge that between the Effective Date and Closing the City may have sold some or all of the Navarro TDRs in which case the balance of the Required TDRs will be transferred from the CSIB TDR Bank. 9. Payment to Navarro. In accordance with the Navarro Agreement, the City agrees that no later than thirty (30) days after the Closing it will deliver to Navarro an amount equal to Navarro's pro rata share of all TDRs sold from the Navarro TDR Bank and the CSIB TDR Batik. 10. Modification by Navarro. The City acknowledges and agrees that nothing contained in this Assignment precludes Navarro from entering into a separate agreement with Assignee or any other person to sell or assign any remaining Navarro TDRs from the Navarro TDR Bank subsequent to the Effective Date. Further, the Navarro agrees to provide the City notice within ten( 10) business days of the execution of such agreement. 11. Further Assurances; Deliverables. The Parties agree to execute and deliver such other documents as are required by the City or Miami -Dade County, to effectuate the transfer of the Required TDRs to Assignee as contemplated by this Assignment. 12. City and Navarro Represen tat ions,—Warrantics and Covenants. City and Navarro hereby represent, warrant and covenant with and to Assignee as follows: 58 183591;3