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HomeMy WebLinkAboutaddendum to agreement-5ADDENDUM TO AGREEMENT FOR SALE THIS ADDENDUM TO AGREEMENT FOR SALE ("Addendum") is attached to and made a part of that certain Agreement for Purchase and Sale between Seller, City of Miami a municipal corporation of the State of Florida, and Purchaser, RiverHouse Lofts, Ltd., a Florida Limited Partnership dated , 2003 (the "Agreement"). 1. Restrictions, Easements and Limitations. Section 6 is modified by adding the following language: Upon the Closing, the adjacent property (Lot 11) will receive an access easement for vehicular and pedestrian ingress and egress from S.W. North River Drive (the "Access Easement") so as to prevent the adjacent property from being landlocked upon the transfer of title to the Property to Purchaser. An access easement for emergency vehicles will be provided from Flagler Street or S.W. North River Drive (the "Emergency Easement"). The Access Easement and Emergency Easement will meet the minimum requirements of all the authorities having jurisdiction over the Property. It is agreed that the Access Easement will run along the southern property line of the Property, if FDOT does not require its 7.50' feet unrecorded right-of-way; otherwise the Access Easement will run along the FDOT unrecorded right-of-way. The Emergency Easement will run along the FDOT right-of-way from Flagler Street or SW North River Drive. The Seller and the Purchaser prior to closing will mutually agree upon the form of the Access Easement and the Emergency Easement in writing. The form of the easements will be reasonably satisfactory to the City Manager or his authorized designee. The Purchaser covenants not to sue, holds harmless, indemnifies and, at Seller's option, defend, or pay for an attorney selected by the City Attorney to defend the Seller, its officials and employees from and against any claims, actions, losses, liabilities, damages, or expenditures of any kind, including attorneys fees, court costs, and expenses, arising or accruing or related to the subject matter of this Addendum, including, without limitation the Access easement. Purchaser further agrees to further obtain same written indemnification from the adjacent property (Lot 11) owner indemnifying the Seller and deliver it to the City prior to closing. The provisions of this Section shall survive the termination of this Agreement and the Closing. 2. Closing Documents. Section 8(A)(1) is hereby deleted and replaced with the following language: Special Warranty Deed, subject to zoning, restrictions, prohibitions, easements and limitations of record; and 3. Fencing. Purchaser shall have the right, prior to Closing, to place chain - link fencing around the perimeter of the Property (the "Fencing"), provided that Purchaser (i) shall pay all costs and expenses, (ii) obtain and be responsible for all necessary permits, and (ii) comply with all relevant legal requirements, codes, and regulations relating to or in connection with the Fencing. Seller shall reasonably cooperate with Purchaser in obtaining all necessary permits in connection with the Fencing, including, without limitation, executing applications for such permits, as owner of the Property. Seller grants Purchaser, its employees, agents, and contractors the right to enter the Property at any time prior to Closing for the purpose of installing, maintaining and repairing the Fencing. Prior to any entry on the Property in connection with the installation of the Fencing, Purchaser shall furnish Seller with evidence that Purchaser has obtained liability insurance coverage naming Seller as an additional insured party, which insurance shall be reasonably acceptable to Seller's Risk Management Administrator in amount, form and underwriter. The insurance required by the Seller's Risk Management Administrator is attached hereto as Exhibit . The Risk Management Administrator shall be furnished with certificates or policies required by the Exhibit prior to the installation of any fencing. The Property is city owned and by law cannot be liened. In the event that any mechanic's, equitable, laborers or other lien or encumbrance is filed against the Property in connection with the Fencing, Purchaser shall promptly pay or bond off any such lien in full or it will be a breach of this contract. In the event this transaction does not close, Purchaser shall have the right to remove the Fencing for its own use, provided that Purchaser repairs all damage to the Property resulting from the installation of the Fencing and its removal. Purchaser agrees to indemnify, defend and hold Seller, its officials and employees harmless from and against any claims, actions, losses, liabilities, damages, costs or expenditures, including attorneys fees, of any kind, arising out of or related to the Fencing. This section shall survive the closing. The Purchaser shall give the City Manager one set of keys to enter the Property before Closing as may be warranted in the opinion of the Seller. 2 4. Ratification. All other terms and provisions of the Agreement are unmodified and remain in full force and effect. EXECUTED BY: SELLER: CITY OF MIAMI, a municipal corporation of the State of Florida By: Name: Joe Arriola Title: City Manager ATTEST: Priscilla A. Thompson City Clerk APPROVED AS TO FORM APPROVED AS TO INSURANCE: AND CORRECTNESS: Alejandro Vilarello City Attorney A-0300875 ATTEST: Corporate Secretary/ Partnership Secretary (Affix Company Seal) KAC:LB:mv:Purchase&SaleHabitatRiverHouse.doc Ramona Fiumara Risk Management Administrator PURCHASER: RIVERHOUSE LOFTS, LTD., a Florida limited partnership By: Name: Peter A. Swartz Title: Managing Partner 3