Reso 2008-1328 - Laserfiche WebLink

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materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials or substances in the environment (collectively "Governmental Authority(ies)"). Buyer must rely on its Environmental reports and assessments, as Seller is not aware of Property's environmental condition. 7.5 Litigation and Parties in Possession. To the actual knowledge of the Seller, there are no actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened against Seller or the Property affecting any portion of the Property. 7.6 Buyer's Remedies for Seller's Misrepresentations. In the event that Buyer becomes aware prior to Closing that any of Seller's warranties or representations set forth in this Agreement are not true in any material respect on the Effective Date or any time thereafter but prior to Closing, and in the event Seller is unable to render any such representation or warranty true and correct in all material respects as of the later of (i) Closing Date or (ii) thirty (30) days after Buyer delivers to Seller written notice of such alleged incorrect representation or warranty, Buyer may either: (a) terminate this Agreement by written notice thereof to Seller, in which event the parties will be relieved of all further obligations hereunder, except for those that expressly survive termination of this Agreement, and Buyer shall receive a refund of the Option Fee, provided that Buyer had timely exercised the Option in the manner required under this Agreement; or (b) elect to close under this Agreement notwithstanding the failure of such representation and warranty, in which event the Closing shall be deemed a waiver by Buyer of the failure of such representation and warranty. 8. Buyer's Representations. The Buyer hereby represents and warrants to the Seller as of the Effective Date and as of the Closing Date that Buyer has full and complete authority to enter into this Agreement and to pay the Option Fee on the terms and conditions set forth in this Agreement and, subject to compliance with Chapter 166, Florida Statutes, the City of Sunny Isles Beach Charter and Code of Ordinances, to purchase the Property and to comply with the other terms of this Agreement, and the execution and delivery of this Agreement by Buyer and consummation by Buyer of the transaction hereby contemplated are within Buyer's capacity and all requisite action has been taken to make this Agreement valid and binding on Buyer in accordance with its terms. The Buyer represents and warrants to the Seller that the improvement to be constructed on the Property shall comply with the City's present zoning height restriction, i.e. 45 (forty five) feet. The Buyer acknowledges that the property located at the N.E. corner of 175th Terrace presents a unique opportunity for the City Commission to purchase additional property, and represents and warrants to the Seller that said property will be used to create a municipal parking garage for Samson Oceanfront Park. Buyer further represents that the area between the wall of the garage and Avila's property line shall be landscaped to create a park-like setting upon the construction of the garage. The Buyer represents and warrants to the Seller that it will assume the obligation to comply with Miami-Dade County's Department of Environmental Resources Management ("DERM") requirement that a lift station be installed at the Propeliy, with a total cost obligation of the Buyer not to exceed One Hundred and Seventy Thousand Dollars ($170,000.00) in connection therewith. The Seller shall provide to the Buyer the work product of the engineer hired by the Seller to prepare plans and specifications for the lift station. The work product shall be provided at least five (5) days prior to closing. Seller Option Agreement for A vila Condo. Assn. Property 9 S , f./