HomeMy WebLinkAboutagreement-4AGREEMENT FOR PURCHASE AND SALE
THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and entered
into this day of , 2003 by and between the City of Miami, a
municipal corporation of the State of Florida, with offices at 444 S.W. 2nd Avenue,
Miami, Florida 33130-1910 (the "Seller"), and RiverHouse Lofts, Ltd., a Florida Limited
Partnership, with offices at 350 West Flagler Street, Miami, Florida 33130-3300 (the
"Purchaser"). The Parties hereby agree that Seller shall sell and Purchaser shall buy the
following property upon the following terms and conditions:
1. DESCRIPTION OF PROPERTY
a) Legal Description:
b)
Lots 9 & 10 less the North 25 feet thereof, "CORRECTED PLAT OF
RE -SUBDIVISION OF LOTS 14, 15, 16, 17 and 18, BLOCK 138N",
according to the Plat thereof, as recorded in Plat Book 4, at Page 68 of
the Public Records of Miami -Dade County, Florida, less the South 5
feet thereof for road purposes hereinafter referred to as the "Property".
Containing 4,609 square feet, more or less.
Street Address Folio Number
27 Southwest North River Drive 01-4137-036-0060
2. PURCHASE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept the sum of Two Hundred
Twenty -Five Thousand Dollars and No/100 Dollars ($225,000.00) (the "Purchase
Price"). The Purchase Price shall be payable as follows:
A. Deposit.
(1) Within five (5) days of the Effective Date as defined herein, the
Purchaser shall pay to (the "Escrow Agent") Twenty-two
Thousand Five Hundred Dollars ($22,500).
(2) The Deposit received hereunder by the Escrow Agent shall be placed in
an interest bearing account. Until this transaction is closed, the interest earned on
the Deposit shall belong to Purchaser.
(3) At Closing (as hereinafter defined) the Deposit, and all interest earned
on the Deposit shall be delivered by the Escrow Agent to the Seller and credited
against the Purchase Price. The Deposit is non-refundable except in the event
Purchaser terminates this Agreement as provided in paragraphs 3E or 4 herein.
B. Closing Payment.
At Closing, the Deposit plus the balance of the Purchase Price, Two Hundred
Two Thousand Five Hundred Dollars ($202,500.00) (increased or decreased by
adjustments, credits, prorations, and expenses as set forth in Section 9 or any other
express provision of this Agreement) shall be paid by the Purchaser to the Seller in
the form of cashier's check, certified check, official bank check or wire transfer.
3. ENVIRONMENTAL MATTERS
A. Definitions.
For purposes of this Agreement:
The term "Hazardous Materials" shall mean and include without limitation, any
substance, which is or contains (A) any "hazardous substance" as now or hereafter
defined in the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended (42 U.S.C., Section 9601 et seq.) ("CERCLA") or any
regulations promulgated under or pursuant to CERCLA; (B) any "hazardous waste"
as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C.,
Section 6901 et seq.); (C) any substance regulated by the Toxic Substances Control
Act (15 U.S.C., Section 2601 et. Seq.); (D) gasoline, diesel fuel, or other petroleum
hydrocarbons; (E) asbestos and asbestos containing materials, in any form, whether
friable or non -friable; (F) polychlorinated biphenyls; and (G) any additional
substances or material which: (i) is now or hereafter classified or considered to be
hazardous or toxic under Environmental Requirements as hereinafter defined; (ii)
causes or threatens to cause a nuisance on the Property or adjacent property or poses
or threatens to pose a hazard to the health or safety of persons on the Property or
adjacent property; or (iii) would constitute a trespass if it emanated or migrated from
the Property.
The term "Environmental Requirements" shall mean all laws, ordinances, statutes,
codes, rules, regulations, agreements, judgments, orders and decrees, now or hereafter
enacted, promulgated, or amended of the United States, the State of Florida, Miami -
Dade County, the City of Miami, or any other political subdivision, agency or
instrumentality exercising jurisdiction over the Seller or the Purchaser, the Property,
or the use of the Property, relating to pollution, the protection or regulation of human
health, natural resources, or the environment, or the emission, discharge, release or
threatened release of pollutants, contaminants, chemicals, or industrial, toxic or
hazardous substances or waste or Hazardous Materials into the environment
(including, without limitation, ambient air, surface water, groundwater, land or soil).
B. Disclaimer As To Environmental Matters.
The Property is being sold in "AS IS" condition. Purchaser acknowledges and agrees
that Seller has not made, does not make and specifically negates and disclaims any
representations, warranties (other than the limited warranty of title as set out in the
Quitclaim Deed), promises, covenants, agreements or guaranties of any kind or
character whatsoever, whether express or implied, oral or written, (past, present, or
future) of, as to, concerning or with respect to environmental matters with reference
to the Property, including, but not limited to: (a) the value, nature, quality or condition
of the Property, including, without limitation, the water, minerals, soil and geology,
(b) the compliance of or by the Property, or its operation with any Environmental
Requirements, (c) any representations regarding compliance with any environmental
protection, soil or water quality, pollution or land use, zoning or development of
regional impact laws, rules, regulations, orders or requirements, including the
existence in or on the Property of Hazardous Materials.
Purchaser further acknowledges and agrees that it is being given the opportunity to
inspect the Property, and all relevant documents and records of the Seller as they
relate to the Property, and other documents that may exist in the public records of the
state, county and/or city relating to the environmental condition of the Property as
part of this Agreement and that Purchaser is not relying solely upon any documents
or representations made by or on behalf of Seller, but that Purchaser is responsible to
conduct its own investigation of the Property.
Purchaser further acknowledges and agrees that any information provided or to be
provided with respect to the Property was obtained from a variety of sources and that
Seller has not made any independent investigation or verification of such information
and makes no representations as to the accuracy or completeness of such information
but Seller agrees that it will not intentionally withhold information and Seller will
not knowingly provide any false or misleading information. Seller is not liable or
bound in any matter by any oral or written statements, representations or information
pertaining to the Property, or the operation thereof, furnished by any agent, employee,
servant or other person, agency, or entity.
C. Inspection Period.
Purchaser, its employees, agents, consultants and contractors shall have a period of
twenty-five (25) days from the Effective Date (the "Investigation Period") in which to
undertake at Purchaser's expense, such physical inspections and other investigations
of and concerning the Property including surveys, soil borings, percolation,
engineering studies, environmental tests and studies and other tests as Purchaser
considers necessary for Purchaser and his consultants to review and evaluate the
physical characteristics of the Property and to perform certain work or inspections in
connection with such evaluation (the "Environmental Inspection") after giving the
Seller reasonable notice of twenty-four (24) hours prior to each test performed. The
City Manager, at his sole option, may extend the Investigation Period for an additional
twenty-five (25) days if based upon the results of the testing, additional testing is
warranted. For the purpose of conducting the Environmental Inspection, Seller
hereby grants to Purchaser and its consultants and agents or assigns, full right of
entry upon the Property during the Inspection Period through the closing date. The
right of access herein granted shall be exercised and used by Purchaser, its employees,
agents, representatives and contractors in such a manner as not to cause any material
damage or destruction of any nature whatsoever to, or interruption of the use of the
Property by the Seller, its employees, officers, agents and tenants.
D. Inspection Indemnity, Insurance and Releases.
Notwithstanding anything contained in this Agreement to the contrary, as
consideration for the Seller granting a continuing right of entry, the Purchaser hereby
specifically agrees to: (i) immediately pay or cause to be removed any liens or
encumbrances filed against the Property as a result of any actions taken by or on
behalf of Purchaser in connection with the inspection of the Property; (ii) immediately
repair and restore the Property to its condition existing immediately prior to the
Inspection Period; and (iii) indemnify, defend and hold harmless Seller, its employees,
officials, officers and agents, from and against all claims, damages or losses incurred
to the Property, or anyone on the Property as a result of the actions taken by the
Purchaser, any of its employees, agents, representatives or contractors, or anyone
directly or indirectly employed by any of them or anyone for whose acts they may be
liable, with respect to the inspection of the Property, regardless of whether or not such
claim, demand, cause of action, damage, liability, loss or expense is caused in part by
Seller, its employees, officers and agents, provided, however, Purchaser shall not be
liable for the gross negligence or intentional misconduct of Seller, its employees,
officers and agents. Nothing herein shall be deemed to abridge the rights, if any, of
the Seller to seek contribution where appropriate.
The provisions of this indemnity and hold harmless shall survive the Closing or the
termination of this Agreement.
Prior to Purchaser entering upon the Property for purposes of commencement of the
Environmental Inspection, Purchaser shall furnish to Seller the policy or policies of
insurance or certificates of insurance in such a form and in such reasonable amounts
approved by the City of Miami's Risk Management Administrator protecting the City,
during the course of such testing, against all claims for personal injury and property
damage arising out of or related to the activities undertaken by the Purchaser, its
agents, employees, consultants and contractors, or anyone directly or indirectly
employed by any of them or anyone for whose acts they may be liable, upon the
Property or in connection with the Environmental Inspection.
Purchaser hereby voluntarily, intentionally and knowingly waives any and all claims
against the Seller for personal injury or property damage sustained by the Purchaser,
its employees, agents, contractors, or consultants arising out of or related to the
activities undertaken by the Purchaser, its agents, employees, consultants and
contractors upon the Property or in connection with the Environmental Inspection
and releases the Seller from any claims in connection therewith.
E. Remedies/Right of Termination.
If Purchaser discovers, during the Investigation Period, the presence of Hazardous
Materials on the Property in levels or concentrations which exceed the standards set
forth by DERM, the State or the Federal Government, prior to the end of the
Inspection Period, Purchaser shall notify Seller in writing and deliver to Seller copies
of all written reports concerning such Hazardous Materials (the "Environmental
Notice"). The Purchaser and Seller shall have seven (7) business days from the date
the Seller receives the Environmental Notice to negotiate a mutually agreeable
remediation protocol. In the event the Purchaser and Seller are unable to reach
agreement with respect thereto within the seven (7) business day period provided
herein, the parties shall have the option within two (2) calendar days of the expiration
of the seven (7) business day period to cancel this Agreement by written notice to the
other party whereupon: (i) all property data and all studies, analysis, reports and
plans respecting the Property delivered by Seller to Purchaser or prepared by or on
behalf of the Purchaser shall be delivered by Purchaser to the Seller; and then (ii)
except as otherwise hereafter provided in this Section, the parties shall thereupon be
relieved of any and all further responsibility hereunder and neither party shall have
any further obligation on behalf of the other; and (iii) Purchaser shall be refunded the
Deposit and all interest earned.
F. Waiver and Release.
In the event that Purchaser does not elect to cancel this Agreement, Purchaser
acknowledges and agrees that to the maximum extent permitted by law, the sale of
the Property as provided for herein is made on an "AS IS" condition and basis with all
faults. Purchaser on behalf of itself and its successors and assigns thereafter
voluntarily, knowingly and intentionally waives, releases, acquits, and forever
discharges Seller, its heirs, and the successors and assigns of any of the preceding, of
and from any and all claims, actions, causes of action, demands, rights, damages,
costs, expenses or compensation whatsoever, direct or indirect, known or unknown,
foreseen or unforeseen, which Purchaser or any of its successors or assigns now has
or which may arise in the future on account or in any way related to or in connection
with any past, present, or future physical characteristic or condition of the Property
including, without limitation, any Hazardous Materials in, at, on, under or related to
the Property, or any violation or potential violation or any Environmental
Requirement applicable thereto. In addition, Purchaser thereafter specifically waives
all current and future claims and causes of action against Seller arising under
CERCLA, RCRA, Chapters 376 and 402, Florida Statutes, and any other federal or
state law or county regulation relating to Hazardous Materials in, on, under or
affecting the Property. Notwithstanding anything to the contrary set forth herein,
this release shall survive the Closing or termination of this Agreement.
4. TITLE EVIDENCE
Purchaser, at its sole cost and expense, shall be responsible for obtaining all title
documents, which Purchaser requires in order to ascertain the status of title.
Purchaser agrees to forward a copy of the aforementioned title documents to Seller
immediately upon Purchaser's receipt thereof.
In the event the Purchaser's examination of title, which examination shall be
completed within twenty-five (25) days of the Effective Date, reflects any condition
which renders the title unmarketable in accordance with the standards of the Florida
Bar (the "Title Defect"), Purchaser may terminate this Agreement. Purchaser shall
have no other recourse in this regard. This Property is being sold in "AS IS" condition
as to title.
5. DISCLAIMER OF WARRANTIES AS TO PROPERTY; "AS IS" CONVEYANCE.
A. Purchaser is purchasing the Property in an "AS IS" condition and
specifically and expressly without any warranties, representations or guaranties,
either express or implied, of any kind, nature or type whatsoever from or on behalf of
Seller. Without in any way limiting the generality of the immediately preceding, and
in addition to the specific disclaimers set forth in Section 3 of this Agreement with
respect to Environmental Matters, Purchaser and Seller further acknowledge and
agree that in entering into this Agreement and purchasing the Property:
(1) Purchaser hereby acknowledges that Seller has not made, will not and
does not make any warranties or representations, whether express or implied, with
respect to the Property, its condition, the value, profitability, or marketability thereof;
(2) Purchaser acknowledges that with respect to the Property, Seller has
not and will not make any warranties, whether express or implied, of merchantability,
habitability or fitness for a particular use or suitability of the Property for any and all
activities and uses which Purchaser may conduct thereon;
(3) Purchaser acknowledges that Seller has not made, will not and does not
make any representations, whether express or implied, with respect to compliance
with any land use, developer impact fees or assessments, zoning or development of
regional impact laws, rules, regulations, orders or requirements;
(4) Purchaser acknowledges that Purchaser has made and/or shall be given
an adequate opportunity to make such legal, factual and other inquiries and
investigations as Purchaser deems necessary, desirable or appropriate with respect to
the Property, the value or marketability thereof and of the appurtenances thereto.
Such inquiries and investigations of Purchaser shall be deemed to include, but shall
not be limited to, the condition of all portions of the Property and such state of facts
as an accurate abstract of title would show;
(5) Purchaser acknowledges that Purchaser has not relied, and is not
relying, upon any information, document, projection, proforma, statement,
representation, guaranty or warranty (whether express or implied, or oral or written
or material or immaterial) that may have been given by or made by or on behalf of
Seller.
(6) Purchaser acknowledges that as to any personalty on the Property
Seller has not made, will not make and does not make any warranties or
representations, whether express or implied and specifically disclaims the warranty
of merchantability, as to personal property, if any, it is conveyed "as is" and "with all
faults."
B. The provisions of this Section shall survive the closing.
6. RESTRICTIONS, EASEMENTS AND LIMITATIONS
The Purchaser further agrees it shall take title subject to: zoning, restrictions,
prohibitions, and other requirements imposed by governmental authorities;
restrictions and matters appearing on the public records, including but not limited to
all recorded and unrecorded easements and any matters that would be disclosed on a
survey of the property.
7. CLOSING DATE
Closing shall take place within forty-five (45) days after the Effective Date, at a
mutually agreeable time (the "Closing") at the City of Miami, Office of Asset
Management located at 444 SW 2 Avenue, Suite 325, Miami, Florida. The parties
may, subject to mutual agreement, establish an earlier date for Closing.
8. CLOSING DOCUMENTS
A) At Closing, Seller shall execute and/or deliver to Purchaser the following:
1) Quitclaim Deed subject to zoning, restrictions, prohibitions, easements
and limitations of record; and
2) A Closing Statement; and
3) A Seller's Affidavit and a Non -Foreign Affidavit; and
4) Such documents as are necessary to fully authorize the sale of the
Property by Seller and the execution of all closing documents; and
5) Any other documents reasonably necessary or advisable to consummate
the transaction contemplated hereby.
B) Purchaser's Closing Documents: At Closing, Purchaser shall execute and/or
deliver to Seller the following:
1) Closing Statement; and
2) Such documents as are necessary to fully authorize the purchase of the
Property by Purchaser and the execution of all closing documents; and
3) Any other documents reasonably necessary or advisable to consummate
the transaction contemplated hereby; and
9. CLOSING COSTS AND ADJUSTMENTS
At Closing, the following items shall be borne, adjusted, prorated or assumed by or
between Seller and Purchaser as follows:
A) Adjustments and Prorations
1) Real Estate Taxes: The Seller warrants that the Property is exempt
from taxes and accordingly there should be no taxes due at Closing. No
representation whatsoever is made as to taxes assessed on the property
after closing.
2) Certified/Pending Liens: Certified, confirmed and ratified
governmental liens as of the Closing Date shall be paid by Seller.
Pending liens as of the Closing Date shall be assumed by Purchaser.
3) Other Taxes, Expenses, Interest, Etc: Taxes, assessments, water and
sewer charges, waste fee and fire protection/life safety, utility
connection charges, if applicable, shall be prorated.
4) Usual and Customary: Such other items that are usually and
customarily pro -rated between purchasers and sellers of properties in
the area where the Property is located. All pro -rations shall utilize the
365-day method.
B) Closing Costs
1) Each party shall be responsible for its own paralegal costs and/or
attorney's fees incurred in connection with the Closing.
(2) Purchaser shall pay all other closing and recording costs incurred in
connection with the sale and purchase of the Property described in this
Agreement, including, but not limited to:
(i)
(ii)
all recording charges, filing fees payable in connection with the
transfer of the Property hereunder;
documentary stamps.
10. COVENANT TO PAY FOR MUNICIPAL SERVICES
The Purchaser agrees that concurrently with the conveyance of the Property, at
Closing, the Purchaser shall furnish a covenant which will run with the land and shall
be binding on the Purchaser, its successors, heirs and assignees, in favor of the Seller
and enforceable by Seller, to be recorded in the public records of Miami -Dade County.
This covenant shall provide that if the Property, or any portion thereof, is purchased
by an "immune" or "exempt" entity or is utilized for exempt purposes, that so long as
the City of Miami provides municipal services to the Property the owner of the
property shall pay to the City of Miami an annual payment, which shall never be less
than the amount of taxes that the City of Miami would be entitled to receive from the
Property based on the fair market value of the Property. The covenant shall be in a
form acceptable to the City Manager and approved as to legal form by the City
Attorney.
11. RISK OF LOSS
The Purchaser assumes all risk of loss or damage to the Property by fire or other
casualty, or acts of God, as of the Effective Date.
12. RELEASE AND INDEMNIFICATION
Purchaser and anyone claiming by, through or under Purchaser hereby fully and
irrevocably release Seller, its employees, officers, directors, representatives, agents,
successors and assigns (collectively the Seller) from any and all claims that it may
now have or hereafter acquire against the Seller for any cost, loss, liability, damage,
expense, demand, action or cause of action arising from or related to any defects,
errors, omissions or other conditions, including, but not limited to, environmental
matters, title to the Property, condition of the Property, personal injury, wrongful
death, or property damage arising from use or occupancy of the Property, failure to
comply with any laws, rules or regulations involving sale or use of the Property, or
any other matter affecting the Property, or any portion thereof. This release and
indemnification shall survive closing, cancellation or lapse of this Agreement.
13. DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between Purchaser
and Seller is important. Accordingly, to facilitate such communication, the Purchaser
and Seller have appointed the following persons on their respective behalves to be
their representatives, to wit:
On behalf of Seller: On behalf of Purchaser:
City of Miami
Keith A. Carswell, Director
Department of Economic Development
444 SW 2 Avenue, 3rd Floor
Miami, FL 33130
Telephone (305) 416-1400
Fax (305) 416-2156
14. NOTICES
RiverHouse Lofts, Ltd.
Peter A. Swartz, Managing Director
350 West Flagler Street
Miami, Florida 33130
Telephone (305) 373-3300
Fax (305) 372-3512
All notices or other communications which may be given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered by personal service
or by certified mail addressed to Seller and Purchaser at the address indicated herein.
Such notice shall be deemed given on the day on which personally served; or if by
certified mail, on the fifth day after being posted or the date of actual receipt,
whichever is earlier:
Seller
City of Miami
Joe Arriola, City Manager
444 SW 2 Avenue, 10th Floor
Miami, FL 33130
Copy To
City of Miami
Purchaser
RiverHouse Lofts, Ltd.
Peter A. Swartz, Managing Director
350 West Flagler Street
Miami, FL 33130
Copy To
RiverHouse Lofts, Ltd.
Keith A. Carswell, Director
Department of Economic Development
444 SW 2 Avenue, Suite 325
Miami, FL 33130
Alejandro Vilarello, City Attorney
444 SW 2 Avenue, 9th Floor
Miami, FL 33130
15. CAPTIONS AND HEADINGS
Peter A. Swartz, Managing Director
350 West Flagler Street
Miami, FL 33130
Kluger, Peretz, Kaplan & Berlin, P.L.
Eliot C. Abbott, Esq.
201 S. Biscayne Blvd., l7th Floor
Miami, Florida 33131
The Section headings or captions appearing in this Agreement are for convenience
only, are not part of this Agreement, and are not to be considered in interpreting this
Agreement.
16. BINDING EFFECT
This Agreement shall bind and inure to the benefit of the parties hereto and their
successors in interest. Purchaser may assign or pledge this Agreement only with the
prior written consent of the City Manager which consent may be withheld for any or
no reason whatsoever.
17. GOVERNING LAW
This Agreement shall be governed according to the laws of the State of Florida and
venue in any proceedings shall be in Miami -Dade County, Florida.
18. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which shall constitute one and the same Agreement.
19. WAIVERS
No waiver by either party of any failure or refusal to comply with its obligations shall
be deemed a waiver of any other or subsequent failure or refusal to comply. All
remedies, rights, undertaking, obligations and agreement contained herein shall be
cumulative and not mutually exclusive.
20. SURVIVAL OF REPRESENTATIONS/WARRANTIES
All relevant terms of this Agreement, shall survive the Closing and be enforceable by
the respective parties until such time as extinguished by law.
21. PARTIAL INVALIDITY
In the event that any provision of this Agreement shall be unenforceable in whole or
in part, such provision shall be limited to the extent necessary to render same valid,
or shall be excised from this Agreement, as circumstances require, and this Agreement
shall be construed as if said provision had been incorporated herein as so limited, or
as if said provision had not been included herein, as the case may be.
22. WAIVER OF TRIAL BY JURY; VENUE
The parties hereby knowingly, voluntarily and intentionally waive any right they may
have to a trial by jury and/or to file permissive counterclaims and/or to claim attorney
fees from the other parties in respect to any litigation arising out of, under or in
connection with this Agreement, or any course of conduct, course of dealing,
statements (whether oral or written) or actions of any party hereto. This provision is
a material inducement for Purchaser and Seller entering into this Agreement.
23. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties. There are no
promises, agreements, undertakings, warranties or representations, oral or written,
express or implied, between the parties other than as herein set forth. No amendment
or modification of this Agreement shall be valid unless the same is in writing and
signed by the City Manager on behalf of the Seller and the Purchaser.
24. TIME OF THE ESSENCE
Time is of the essence of this Agreement and in the performance of all conditions and
covenants to be performed or satisfied by either party hereto. Whenever a date
specified herein shall fall on a Saturday, Sunday or legal holiday, the date shall be
extended to the next succeeding business day.
25. EFFECTIVE DATE/TIME OF ACCEPTANCE
The Effective Date of this Agreement shall be the date on which the last party to this
Agreement executes said Agreement and Purchaser has been notified in writing of the
approval.
26. AUTHORITY OF CITY MANAGER
The Resolution of the City Commission of the Seller shall, in addition to approving
the purchase contemplated under this Agreement, empower the City Manager of the
Seller to modify this Agreement in the event a modification to this Agreement becomes
necessary or desirable, subject to the concurrence of the Purchaser.
27. NO DISCRIMINATION
The Purchaser shall not lawfully discriminate in its performance of this Agreement
or use of the Property.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as
of the day and year first above written.
"SELLER"
Executed by CITY OF MIAMI, a municipal
corporation of the State of Florida
on:
By:
Joe Arriola, City Manager
ATTEST:
Priscilla A. Thompson
City Clerk
APPROVED AS TO FORM APPROVED AS TO INSURANCE:
AND CORRECTNESS:
Alejandro Vilarello Ramona Fiumara
City Attorney Risk Management Administrator
A-0300875
"PURCHASER"
Executed by RIVERHOUSE LOFTS, LTD.,
A Florida Limited Partnership
on
By:
ATTEST: Peter A. Swartz, Managing Partner
Corporate Secretary/
Partnership Secretary
(Affix Company Seal)
KAC:LB: mv:Purchase&SaleHabitatRiverHouse.doc