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HomeMy WebLinkAboutReso 2010-1575 RESOLUTION NO. 2010- J 5 '15 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH FRANK PRATS AND JUAN T. ECHAVARRIA FOR THE PURCHASE AND SALE OF REAL PROPERTY LOCATED IN THE EASTERN PART OF GOLDEN SHORES NEIGHBORHOOD, IN THE AMOUNT OF TWO HUNDRED THOUSAND DOLLARS ($200,000.00) WITH A DEPOSIT OF TWENTY THOUSAND DOLLARS ($20,000.00) WHICH DEPOSIT SHALL BE CREDITED AGAINST THE PURCHASE PRICE AT CLOSING, IN SUBST ANTIALL Y THE SAME FORM AS THE A TT ACHED EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; PROVIDING THE CITY MANAGER AND THE CITY ATTORNEY WITH THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City is in need of additional land for open space/park purposes; and WHEREAS, the property located in the eastern part of the Golden Shores neighborhood presents a unique opportunity for the City Commission to purchase additional property for open space/ park purposes; and WHEREAS, the owner of the property located in the eastern part of the Golden Shores neighborhood is willing to accept an offer for the purchase of said property, in the amount of Two Hundred Thousand Dollars ($200,000.00) with a deposit of Twenty Thousand Dollars ($20,000.00) which deposit shall be credited against the purchase price at closing, attached hereto as Exhibit "A". NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Incorporation of Recitals. The recitals set forth hereinabove are hereby incorporated herein by reference. Section 2. Approval of Agreement of Purchase and Sale. The Agreement for purchase and sale of real property, located in the eastern part of the Golden Shores neighborhood, in the amount of Two Hundred Thousand Dollars ($200,000.00) with a deposit of Twenty Thousand Dollars ($20,000.00), which deposit shall be credited against the purchase price at closing, attached hereto as Exhibit "A", be and the same, is hereby approved. Section 3. Authorization of Mayor. The Mayor is hereby authorized to execute said Agreement of Purchase and Sale. Section 4. Authorization of City Manager and City Attorney. The City Manager and the City Attorney are hereby authorized to do all things necessary to effectuate the terms of this Resolution. Page 1 of2 Section 5. Effective Date. This Resolution shall become effective upon adoption. PASSED AND ADOPTED this 1 ih day of June 2010. ATTEST: ~jA~ Jane.A. Hines, CMC, City Clerk Seconded by: V- g M~-r 1;iflrL<i'R C1 \'Ww'\\ ~ ("D tV tU2. ~~ n L L- Moved by: Vote: 6-\) Mayor Norman S. Ede1cup Vice Mayor Lewis Thaler Commissioner Roslyn Brezin Commissioner Gerry Goodman Commissioner Bud Scholl v/'(y es) -1L(Yes) -LLCY es) -LL- (Yes) ~(Yes) _(No) _(No) _(No) _(No) _(No) Page 2 of2 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT qK!Ui~HASE AND SALE ("Agreement") is made and entered into this /1 day of~, 1010 by and between Frank p.~ ann Tllan T. EchlPT~'1" 'A PI rs ~ r:r f!!.C ;<Iv.. 1',../,'4 ("Seller") and THE CITY OF SUNNY ISLES BEACH, FLORIDA, a ody corporate ant-pohtIc organized under the laws of the State of Florida ("Purchaser"). J'.~ "rp WIT N E SSE T H: WHEREAS, Seller is the fee simple owner of the Realty (hereinafter defined); and WHEREAS, Seller desires to sell the Property (hereinafter defined) to Purchaser, and Purchaser desires to purchase the Property from Seller, in accordance with and subject to the terms and conditions hereinafter set forth. I. I I I NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and the sum of TEN AND NOll 00 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, do hereby agree as follows: 1. Purchase and Sale: Realty. Seller agrees to sell to Purchaser, and Purchaser agrees to purW2~ fro.pJ ~eller~all th~ fe~niPmcew[real property consisting of approximately 6,689 sq.ifu"et mo~:- or les~~;it~a~~Tymg mfd beirig in~he County of Miami-Dade ("County"), State of Florida, and of which the legal description is set forth in Exhibit "A" attached hereto and made a part hereof ("Realty") in fee simple, together with the following property and rights (the Realty and such property and rights are referred to herein collectively as, the "Property"): ~p (a) All surveys, plans, plats, soil tests, engineering studies, environmental studies and all other documents, studies, title policies, licenses, permits, authorizations, approvals, soil and ground water reports and asbestos material surveys, and any other intangible rights pertaining to the ownership and/or operation of the Realty, if any (collectively, the "Documents"); (b) All strips and gores ofland lying adjacent to the Realty, together with all easements, privileges, riparian and other water rights, lands underlying any adjacent streets or roads, improvements located on the Realty and appurtenances pertaining to or accruing to the benefit of the Realty; and (c) All improvements thereon and all equipment and fixtures affixed to the property or the improvements to the property. 2. Deposit. Upon execution of this Agreement, Purchaser shall deliver a deposit of TWENTY THOUSAND DOLLARS ($20,000.00) (hereinafter referred to as the "Deposit") with the Purchaser's Escrow Agent. The Deposit shall be deposited by Escrow Agent in an interest bearing account, and any interest accrued shall be payable to Purchaser at Closing. The Deposit shall be credited against the Purchase Price at Closing, and shall be otherwise subject to the terms and conditions contained herein. 3. Purchase Price: Manner of Payment. The purchase price ("Purchase Price") to be paid by Purchaser to Seller for the Property shall be the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000.00), subject to credits, prorations and adjustments as provided in this Agreement. The Purchase Price shall be payable by Purchaser to Seller at the Closing. 4. Title and Survey. (a) Within fifteen (15) days of the Effective Date (hereinafter defined), Purchaser shall obtain the following: (i) a title report issued by a title insurance company acceptable to Purchaser ("Title Company") enabling a title agent selected by Purchaser to issue an ALTA Form B title insurance commitment ("Commitment") covering the Realty, whereby the Title Company agrees to issue an ALTA Form B owner's policy of title insurance ("Title Policy") in the amount of the Purchase Price at Closing, subject only to the matters ("Acceptable Exceptions") which do not adversely affect marketability (as determined by the stand;lfds adopted by the Florida Bar) of title to the Realty or affect the ability of Purchaser to utilize the Property and develop the Property for municipal and public use purposes to the extent permitted by law ("Proposed Improvements"), and (ii) hard copies of all exceptions to title set forth in the Commitment (collectively, the "Title Evidence"). Purchaser may select its own title agent. (b) Purchaser shall have the right, at its option, at Purchaser's sole cost and expense, to obtain an up to date survey of the Realty (certified to a date after the Effective Date) prepared in accordance with the minimum technical standards imposed by the Florida Board of Land Surveyors and signed under seal, which survey shall be certified to Purchaser and the Title Company ("Survey"). If obtained by Purchaser, the Survey shall be considered as a part of the Title Evidence for purposes of this Paragraph 4. (c) Purchaser shall review the Title Evidence and shall, within fifteen (15) days following receipt of the Title Evidence, notify Seller in writing ("Title Obiection Notice") of any matters in the Title Evidence adversely affecting the marketability (as determined by the standards adopted by the Florida Bar) of title to the Realty or affecting the ability of Purchaser to utilize the Property and develop the Proposed Improvements thereon ("Title Defects"). Upon receipt of the Title Objection Notice, Seller shall use its good faith efforts to cure such Title Defects. In the event that Seller is unable to cure the Title Defects within fifteen (15) days of the Title Objection Notice ("Title Cure Period") after good faith efforts to do so, Seller shall notify Purchaser in writing as to which Title Defects remain uncured on or before the end of the Title Cure Period and Purchaser, at Purchaser's option, may: (i) elect to accept title to the Property subject to the Title Defects without any adjustment to the Purchase Price (in which event the remaining Title Defects shall be deemed Acceptable Exceptions); (ii) terminate this Agreement by written notice thereof to Seller, whereupon this Agreement shall be terminated, and both parties shall thereafter be released from all further obligations hereunder; or (iii) elect to extend the Title Cure Period for an additional 15 days (not to exceed forty-five (45) days), and if upon the expiration of such period Seller shall not have cured the Title Defects, Purchaser shall have the options set forth in (i) or (ii) above. During the period described in (iii) above, Purchaser shall have the right, at its sole election, to attempt to cure the Title Defects at it sole expense. 2 The Closing Date shall be extended to the extent necessary to permit Seller the opportunity to cure any Title Defects. At Closing, Seller shall provide Purchaser with a gap affidavit in form reasonably acceptable to the Title Company to permit the Title Company to insure against adverse matters first appearing in the Public Records on a date subsequent to the effective date of the Commitment and prior to the recording of the "Deed" (as hereinafter defined) required by the terms of this Agreement as permitted and in accordance with the requirements of Section 627.7841, Florida Statutes. Seller agrees that it will not take any action after the Effective Date of this Agreement which shall adversely affect the status of title to the Property. Seller shall be required to cure any Title Defects and Seller shall satisfy any encumbrances or liens at time of closing. 5. Inspections. Seller and Purchaser hereby acknowledge that as of the date of the execution of this Agreement, Purchaser has not yet had an opportunity to complete its final due diligence and to fully review and evaluate this transaction. If on or before 5:00 p.m. on a date which is fifteen (15) days from the Effective Date hereof ("Inspection Completion Date"), Purchaser determines, in its sole and absolute discretion, that Purchaser does not desire to purchase the Property, then Purchaser shall have the right to give written notice to Seller electing to terminate this Agreement, provided such notice is delivered to Seller prior to 5:00 p.m. on the Inspection Completion Date ("Notice of Termination"). In the event such Notice of Termination is delivered on or before 5:00 p.m. on the Inspection Completion Date, the parties shall be released from all further obligations each to the other under this Agreement and the Deposit and all interest earned thereon shall be returned to Purchaser within 48 hours of demand. In the event Purchaser is unable to complete its required due diligence within fifteen (15) days, Purchaser may elect to extend the Inspection Completion Date for a reasonable period of time designated by Purchaser (not to exceed fifteen (15) days), by providing such notice in writing to Seller. .>t: II~I( M,q.~ (/r2. Mi4-~ Ylflt 1'tG-/1..U!., 1~ ~2>l>I"'J(JlJnL ~-f~5'((/Y1'5. Purchaser, its agents, employees and representatives shall have access to the Property at all times subsequent to the Effective Date and prior to the Closing or earlier termination of this Agreement with full right to: (a) inspect the Property, and (b) to conduct any and all inspections, investigations and tests thereon, including, but not limited to, soil borings and hazardous waste studies, and to make such other examinations with respect thereto as Purchaser, its counsel, licensed engineers, surveyors, appraisers, or other representative may deem reasonably necessary ("Due Diligence Investigations") provided proper notice is given to Seller and all agents are accompanied by Sellers representative with the understanding to maintain full confidentially and not to disturb Sellers Tenants. Any Due Diligence Investigations of the Property by Purchaser and all costs and expenses in connection with Purchaser's Due Diligence Investigations of the Property shall be at the sole cost of Purchaser and shall be performed in a manner not to unreasonably interfere with Seller's ownership of the Property. Purchaser shall remove or bond any lien of any type, which attaches to the Property by virtue of any of Purchaser's Due Diligence Investigations. Upon completion of any such Due Diligence Investigations, Purchaser shall restore any damage to the Property caused by Purchaser's Due Diligence Investigations. Purchaser hereby indemnifies and holds Seller harmless, to the limit of Section 768.28 Florida Statutes from all loss, cost or expense, including, but not limited to, reasonable attorneys' fees and court costs resulting from Purchaser's Due Diligence Investigations in connection with the Property. Notwithstanding anything contained herein to the contrary, Purchaser shall ~ indemnify or hold Seller harmless with respect to, and .:n;: r/.. J"~ rP 3 Purchaser shall ~ be required to, remove, remediate, dispose or otherwise deal with any "Hazardous Substance" (as hereinafter defined), samplings derived from the Property or property containing Hazardous Substances which it finds in connection with its Due Diligence Investigations of the Property. In the event the transaction does not close, Purchaser will provide Seller all work product and information during due diligence at no cost or expense to Seller. Within ten (10) business days of the Effective Date, Seller shall deliver to Purchaser hardcopies of any surveys, engineering reports, inspections reports and environmental studies, if any, which Seller has in its possession for Purchaser's review. Additionally, Seller shall provide Purchaser such other documentation as Purchaser may reasonably request with respect to the Property.1'h(1r S~/JI;f'a.. hf.J5 IN d>- (l{7.s~ESltJAJ (/1(. fJl./rcC.hI1SEj(.. I~ ~J/tf'N6 rtJ f'11'f po~. Purchaser shall have until the end of the Inspection Period to obtain two appraisals for the Property in accordance with Chapter 166, Florida Statutes. However, the appraisals will not hold up the closing of the transaction. ~i Thc provisions of this Paragraph 5 shall sur.ivc tcrmination of this Agrccmcnt. F P 6. Seller's Representations. As a material inducement to Purchaser entering into this Contract, Seller warrants and represents to and covenants with Purchaser that the following matters are true as of the Effective Date and that they will also be true as of Closing Date. Notwithstanding anything to the contrary herein, the effect of the representations and warranties made in this contract shall not be diminished or deemed to be waived by any inspections, tests or investigations made by Purchaser or its agents. Seller agrees to indemnify and hold harmless Purchaser from any and all claims, costs, judgments, damages, fees (including attorney's fees) repairs, or expenses incurred as a result of any breach of any warranty and representation. -rbee.e ,:/IO! ""trI:. w~~"'t:1nntr., ~opl'~r<<a-' I~ helflJ6-scJld- '(flS..J~" Seller represents warrants and covenants unto Purchaser and agrees with Purchaser as follows: (a) The execution, delivery and performance of this Agreement by Seller has been duly authorized and no consent of any other person or entity to such execution, delivery and performance is required to render this document a valid and binding instrument enforceable in accordance with its terms. (b) Seller is not a "foreign person" within the meaning of the United States tax laws, to which reference is made in Internal Revenue Code Section 1445(b)(2). At Closing, Seller shall deliver to Purchaser an affidavit to such effect, which shall also state Seller's social security number and the state within the United States under which Seller then exists. Seller acknowledges and agrees that Purchaser shall be entitled to fully comply with Internal Revenue Code Section 1445 and all related sections and regulations, as same may be modified and amended from time to time, and Seller shall act in accordance with all reasonable requirements of Purchaser to effect such full compliance by Purchaser. (d) There are no representations on behalf of Seller with regards to any Environmental matters. This is an as-is deal. Neither Seller nor any of its affiliates have 4 ::Ii. FP ~ ,:F ~~ generated, recycled; reused, sold, stored, handled, transported or disposed of any Hazardous Substance on the Property during any period of time Seller has had an interest in the Property. To the best of Seller's knowledge, the Property complies with all applicable local, state, federal environmental laws, regulations, ordinances or administrative or judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and/or disposal of any Hazardous Substance. As used herein, the term "Hazardous Substance" means any substance or material defined or designated as a hazardous or toxic waste material or substance or other similar term by any federal, state environmental statute, regulation or ordinance presently in effect, as such statute, regulation or ordinance may be amended from time to time or any petroleum or petroleum derivative products. Without limiting the foregoing Seller further covenants and warrants unto Purchaser that during the period in which Seller has had an interest in the Property: :fIE r-P (i) no asbestos or similar materials flOW or at any time in the past have been located upon the Property; (ii) no petroleum, or any petroleum derivative products have -ewr been stored or disposed on the Property. Seller hereby discloses to Purchaser that 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 have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. To the best of Seller's knowledge no radon contamination exists or has existed on the Property. (e) Seller will execute such affidavits and undertakings reasonably required by the Title Company to issue the Title Policy at Closing to Purchaser in the amount of the Purchase Price, subject only to the Acceptable Exceptions (f) Seller shall not at any time while this Agreement is in effect, make or permit any contract or agreement or impose or allow to impose any new lien, encumbrance or other matter affecting title to the Property or grant or allow to be granted any right in or on or to the Property without the prior written consent of Purchaser, which consent may be withheld by Purchaser. (g) The entering into this Agreement (and the sale of the Property to Purchaser) (i) shall not constitute a violation or breach by Seller of: (A) any contract, agreement, understanding or instrument to which it is a party or by which Seller or the Property is subject or bound; or (B) any judgment, order, writ, injunction or decree issued against or imposed upon them; and (ii) will not result in the violation of any applicable law, order, rule or regulation of any governmental or quasi-governmental authority. (h) Seller and any related party effectuating the transaction contemplated herein shall provide Purchaser at Closing an affidavit in full compliance with Section 286.23, Florida Statutes. The provisions of this Paragraph 6 shall survIve the Closing or the earlier termination of this Agreement. 7. Default. In the event of a default by Seller under this Agreement, which default is not cured by Seller within thirty (30) days after written notice thereof to Seller, Purchaser shall 5 have the option of either: (A) seeking specific performance of Seller's obligations hereunder; or (B) terminating this Agreement by giving written notice to Seller and immediately receive a refund of all deposits paid by Purchaser under this Agreement. In the event that Purchaser elects option (B) above then upon receipt by Purchaser of its deposit, this Agreement shall cease and terminate and be of no further force and effect, and Purchaser shall have no further claims against Seller under this Agreement, except for any claims under any provisions of this Agreement that specifically survive termination of this Agreement. The provisions of this Paragraph 7 shall survive any termination of this "'\grsement: $- (0 ,... . 8. Prorations. Real estate taxes, personal property taxes, assessments and all items of income and expense regarding the Property shall be prorated as of the date of Closing; provided, however, that assessment lien(s) which had been certified as of the date of Closing, and pending liens where the improvements have been substantially completed, shall be satisfied by Seller, in full, at Closing. In the event that the tax bill for the year of Closing is not available, Seller shall comply with Section 196.295, Florida Statutes. Under this Section, in the event fee title to the Property is acquired between January 1, and November 1 of any year by Purchaser, Seller shall be required to place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer of title, based upon the current assessment and millage rates on the land involved. This fund shall be used to pay any ad valorem taxes due, and the remainder of taxes which would otherwise have been due for that current year shall stand cancelled. .Fe Thc provi3iofi3 of thig PltIagraph 8 shall Sill vi ve Clu~illg. F P 9. Closing Costs. The parties shall bear the following costs: (a) Purchaser shall be responsible for (i) the recording cost of the Deed, (ii) the cost of the Survey (if obtained by Purchaser), (iii) the cost of the Commitment and the premium for the Title Policy obtained by Purchaser (except that Seller shall reimburse Purchaser at Closing for the title underwriter's actual cost of the title search fee for the issuance of the Commitment, up to a maximum of FIVE HUNDRED DOLLARS ($500)), and (iv) documentary stamps, taxes, surtaxes and other transfer charges in connection with the recordation of the Deed. (b) Seller shall be responsible for payment of costs of curing any Title Defects and the recording costs in connection with any curative instruments relating to same, and the Commission (hereinafter defined). (c) Each party shall be responsible for payment of its own legal fees. 10. Closing. It is mutually understood that the execution of this Purchase Agreement by Seller constitutes conditional acceptance and is subject to final acceptance and approval by the City Commission of the City of Sunny Isles Beach pursuant to the necessary vote at a duly called Commission meeting. The City Commission shall consider this Agreement for approval within 30 (thirty) days after the date the Seller signs this Agreement. The Closing shall be held at the office of the City of Sunny Isles Beach City Attorney's Office, located at 18070 Collins 6 Avenue, Fourth Floor, Sunny Isles Beach, Florida 33160, with Closing to occur no later than September 30, 2010. At Closing, the following shall occur: (a) Seller shall execute and deliver to Purchaser the following documents with respect to the Property: (i) A statutory warranty deed ("Deed") subject only to the Acceptable Exceptions; (ii) A customafY construction lien affidavit; J't: 'rP (iii) An affidavit of posseSSIOn of the Property being conveyed; (iv) A non-foreign affidavit m a form reasonably acceptable to Purchaser; (v) Appropriate assignments or bills of sale transferring to Purchaser all personal property or property rights (including, but not limited to, the Documents) contemplated by this Agreement or reasonably requested by Purchaser in forms reasonably acceptable to Purchaser, free and clear of all liens, claims or encumbrances; (vi) If applicable, appropriate evidence of Seller's formation, existence and authority to sell and convey the Property; (vii) Affidavit from Seller disclosing each person having a legal or beneficial interest in Seller, and in any entity comprising Seller, in compliance with Section 286.23, Florida Statutes, as it may be amended from time to time; and (viii) Such other documents that the Title Company may reasonably require in connection with the issuance of the Title Policy to Purchaser and the delivery of good and marketable title to the Property from Seller to Purchaser as provided in this Agreement, including, but not limited to, an appropriate "gap" affidavit in order to delete the "gap" exception and such affidavits required for deletion of the matters of survey, unrecorded easements, parties in possession and construction lien exceptions otherwise appearing on the Title Policy. (b) Seller and Purchaser shall each execute counterpart closing statements in a customary form together with such other documents as are reasonably necessary to consummate the Closing. (c) Seller's costs will be adjusted for and deducted on the Closing Statement. Buyer's cash to close will be delivered by cash, wire transfer, or cashier's check drawn on a bank reasonably acceptable to Seller. 7 . \, - 11. No Brokers. Seller and Purchaser each represent to the other that it has not dealt with any broker, salesperson or agent in connection with the execution and delivery of this Agreement, and the other party shall not be required to pay any commission whatsoever with respect to this Agreement resulting from the actions of the party making such representations. Seller and Purchaser each indemnify and hold each other harmless from and against any and all claims, losses, costs, damages, liabilities and expenses (including without limitation, reasonable attorneys' and paralegal fees) resulting from a breach by the indemnifying party of the foregoing representation. The provisions of this Paragraph 11 shall survive the Closing and any cancellation or earlier termination of this Agreement. 12. Assignability. Purchaser may not assign its rights hereunder without Seller's consent, provided, however, that upon any such assignment, any such assignee shall agree to be bound by the terms and conditions set forth in this Agreement. 13. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed given if delivered by hand, sent by recognized overnight courier (such as Federal Express), transmitted via facsimile transmission or mailed by certified or registered mail, return receipt requested, in a postage pre-paid envelope, and addressed as follows: PURCHASER: The City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Attn: Rick Conner, City Manager and Hans Ottinot, City Attorney SELLER: Frank Prats and Juan T. Echavarria 18999 N. Bay Road Sunny Isles Beach, Florida 33160 ESCROW AGENT: Attn: Artie Montaner Chicago Title Insurance Co. 2701 Gateway Drive, Pompano Beach, Fl33069 Notices personally delivered or sent by overnight courier shall be deemed given on the date of receipt, notices sent via facsimile transmission shall be deemed given upon transmission, and notices sent via certified mail in accordance with the foregoing shall be deemed given two (2) days following the date upon which they are deposited in the U.S. Mails. 8 ~, 14. Risk of Loss. If, prior to Closing, the Property or any material portion thereof is destroyed or damaged, Seller shall promptly notify Purchaser and Purchaser shall have the option of either: (i) canceling this Agreement by delivery of written notice to Seller and both parties shall be relieved of all further obligations under this Agreement; or (ii) Purchaser may proceed with the Closing, whereupon Purchaser shall be entitled to (and Seller shall assign to Purchaser all of Seller's interest in) all insurance and/or condemnation payments, awards and settlements applicable to the Property. In the event Purchaser elects option (ii) above in connection with casualty to the Property in which insurance proceeds are or will be paid and assigned to Purchaser, then Purchaser shall receive a credit against the Purchase Price for any insurance deductible that must be paid. In the event of casualty or damage caused by a party other than the Seller prior to closing, proceeds from the insurance claims shall be rewarded to Seller. In the event of a casualty or damage caused by a party other than the Seller after closing, proceeds from insurance claims shall be rewarded to Seller. 15. Miscellaneous. (a) This Agreement shall be construed and governed in accordance with laws of the State of Florida and in the event of any litigation hereunder, the venue for any such litigation, shall be in Miami-Dade County. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof and, accordingly, this Agreement shall not be more strictly construed against anyone of the parties hereto. (b) In the event any provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or reconstrued as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. ( c) In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to all reasonable attorneys fees and costs through all trial and appellate levels. The provisions of this subparagraph shall survive the Closing and any termination or cancellation of this Agreement. (d) In construing this Agreement, the singular shall be deemed to include the plural, the plural shall be deemed to include the singular and the use of any gender shall include every other gender and all captions and paragraph headings shall be discarded. (e) of this Agreement. All of the Exhibits to this Agreement are incorporated in and made a part (f) This Agreement constitutes the entire agreement between the parties for the sale and purchase of the Property, and supersedes any other agreement or understanding of the parties with respect to the matters herein contained. This Agreement may not be changed, altered or modified except in writing signed by the party against whom enforcement of such a change would be sought. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. 9 (g) The term "Effective Date" or such other similar term is the date on which the last of the parties initials or signs the latest offer. Time is of the essence for all provisions of this Agreement. All time periods will be computed in business days (a "business day" is every calendar day except Saturday, Sunday and national legal holidays). If any deadline falls on a Saturday, Sunday or national legal holiday, performance will be due the next business day. All time periods will end at 5:00pm, Eastern Standard Time, of the appropriate day. (h) This Agreement and any subsequent amendments hereto may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original, and all of which shall be deemed to be one and the same instrument. Facsimile transmission signatures shall be deemed original signatures. (i) Until such time this Agreement has been fully executed by both Seller and Purchaser, Seller agrees that the terms set forth herein shall remain totally and completely confidential and shall not be revealed or disclosed to any person or party whatsoever, except: (i) with the consent of Purchaser; (ii) as may be disclosed to Seller's attorneys, accountants and other representatives that are involved in connection with the consummation of this transaction; (iii) Seller's investors and/or lenders; (iv) as may be required by applicable law; (v) as may be necessary in connection with assisting Purchaser in obtaining necessary governmental approvals; and (vi) in connection with any litigation between the parties. G) Seller agrees that from and after the Effective Date, it shall cease marketing of the Property for sale, and that it shall not market the Property for sale throughout the entire term of this Agreement. Under this section, Seller will not be entitled to bring any action at law or in equity against Purchaser for agreeing to cease marketing of the Property for sale from and after the Effective Date if, for any reason, this Agreement is terminated and Closing does not occur. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above. 10 WITNESSES: ~v.\{U~~ L ~Vo::> ::r ~ \J\ \ '^-9-- cl . ~ '^-.9---.. [Pnnt Name] ~"=~~L.~ ~~k"~ L. ~~ [Pnnt Name] [Pnnt Name] SELLER: BY:~~ Frank Pratts Date Executed: 6/;7~z) BY\uanT~~ Date Executed: Vl/^-J/': If,:2o I 0 I CITY OF SUNNY ISLES BEACH . , ~_ l t i :~~~~~~'~ ' .- ~.B~.~ ~ ~ ", '. : .Jane Hines, C C, City Clerk , .. '.. " .. , '\ - ......... ... , . j n { . .- ,'" /\ ::,:.;J- APPROVED AS TO FORM AND LEGAL S F CIENCY B 11 EXHIBIT" A" LEGAL DESCRIPTION OF PROPERTY PORTION OF BLOCK 4, GOLDEN SHORES OCEAN BOULEVARD ESTATES, PLAT F? BOOK51, PAGE 93, MIAMI-DADE COUNTY FLORIDA) ANd Ii ~.s iZe>oT :S~'?Ic:>tv' Jt:::- a~ RTL"",I'I<c' t3e>U/A..u9/~cI L'YlNG VVA..5?-~tfLY n.N" R<d./lfk:'..5NI' Co lc>s~<f ?o. t< Ii - 389 - 8 <to 12 ADDENDUM 1) $200,000 or $29.90 per sq. feet sale price is based on property being 6689 sq. feet as stipulated by purchaser. If survey shows property to be greater than 6689 sq. feet, then sale price will increase to reflect true sale price based on $29.90 per sq. feet times actual square footage of property.