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<br />AGREEMENT OF PURCHASE AND SALE
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<br />TIDS AGREE~NT OF PURCHASE AND SALE ("Agreement") is made and
<br />entered into this ,-, day of September, 2009 by and between ARIE PROPERTIES, INC.
<br />("Seller") and THE CITY OF SUNNY ISLES BEACH, FLORIDA, a body corporate and politic
<br />entity organized under the laws of the State of Florida ("Purchaser").
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<br />WIT N E SSE T H:
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<br />WHEREAS, Seller is the fee simple owner of the Realty (hereinafter defined); and
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<br />WHEREAS, Seller desires to sell the Property (hereinafter defined) to Purchaser, and
<br />Purchaser desires to purchase the Property from Seller, in accordance with and subject to the
<br />terms and conditions hereinafter set forth.
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<br />NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained
<br />herein, and the sum of TEN AND NOll 00 DOLLARS ($10.00), and other good and valuable
<br />consideration, the receipt and sufficiency of which is hereby acknowledged, the parties,
<br />intending to be legally bound, do hereby agree as follows:
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<br />1. Purchase and Sale: Realty. Seller agrees to sell to Purchaser, and Purchaser
<br />agrees to purchase from Seller, all that certain parcel of real property, lying and being in the
<br />County of Miami-Dade ("County"), State of Florida, and of which the legal description is set
<br />forth in Exhibit "A" attached hereto and made a part hereof ('fRealty") in fee simple, together
<br />with the following property and rights (the Realty and such property and rights are referred to
<br />herein collectively as, the "Property"):
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<br />(a) All surveys, plans, plats, soil tests, engineering studies, envirorunental
<br />studies and all other documents, studies, title policies, licenses, permits, authorizations,
<br />approvals, soil and ground water reports and asbestos material surveys to the extent any of the
<br />foregoing is in the possession of Seller, and any other intangible rights pertaining to the
<br />ownership andlor operation of the Realty, if any (collectively, the "Documents");
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<br />(b) All strips and gores of land lying adjacent to the Realty, together with all
<br />easements, privileges, riparian and other water rights, lands underlying any adjacent streets or
<br />roads, improvements located on the Realty and appurtenances pertaining to or accruing to the
<br />benefit of the Realty; and
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<br />(c) All improvements thereon and all equipment and fixtures affixed to the
<br />property or the improvements to the property.
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<br />2. Deoosit. Upon execution of this Agreement, Purchaser shall deliver a deposit of
<br />FOUR HUNDRED FIFTY THOUSAND DOLLARS ($450,000.00) (hereinafter referred to as
<br />the "Deposit") with the Purchaser's Escrow Agent; The Deposit shall be deposited by Escrow
<br />Agent in an interest bearing account, and any interest accrued shall be payable to Purchaser at
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