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HomeMy WebLinkAboutCRA-R-13-0056 Backup v2Southeast Overtown 1 Park West Community Redevelopment Agency Request for Proposal 13-006 Submitted by: Miami First, LLC August 28, 2013 August 28, 2013 Clarence E. Woods, Ill Executive Director Southeast Overtown/Park West Community Redevelopment Agency 1490 NE VI Avenue, Suite 105 Miami, FL 33136 Re: Response to Request for Proposal (the'RFP') 13-006, as issued by the Southeast Overtown/Park West Community Redevelopment Agency (the "CRA') Dear Mr, Woods: Miami First, LLC (Miami First) is pleased by the opportunity to submit this proposal for the purchase and redevelopment of a portion of the existing CRA alleyway (the "Property'), allowing it to be developed as part of a pedestrian friendly mixed -use project that will help faalitate the continued transformation of Park West, Overtown and the surrounding communities. Miami First Is planning for a future development that is anticipated to include residences at varying price points, retail, office, hotels and other components, all of which will create significant new employment opportunities. Our proposal would incorporate the Property into these development plans, providing a greater opportunity to develop an exciting blend of uses that will connect Overtown and Park West to the soon -to -be -completed museums of Art and Science, as well as the American Airlines Arena, the Performing Arts Center and the MetroMover. As an existing owner of land adjacent to the Property, we are very fam'iar and comfortable with the subject property, as well as the surroundings. As such, we are proposing a very brief diligence period, followed by a prompt closing. We thank you again for this opportunity, and are hopeful of working with the CRA to execute on this exciting venture. Sincerely, Miami First, LLC 196 ' 9 S.1k_k St FE 200 Boni, RA ON 3343 TABLE OF CONTENTS A. PROPOSED ACQUISITION PARCEL DETAILS ... 1 B. PROPOSED PURCHASE & SALE AGREEMENT 4 Miami First, LLC Response to SEOPW CRA RFP 13-006 August 2013 A. PROPOSED ACQUISITION PARCEL DETAILS Miami First is seeking to acquire the entire alley way located on Block-19 (1034 NE 2nd Avenue / 01-0101- 090-1030), comprised of approximately 19,118 SF (as per the following survey), as well as the eastern half of the alley way located on Block-18 (No Address /01-0101-080-1011), comprised of approximately 9,909 SF (as per the following survey). Combined, Miami First is seeking to acquire approximately 29,027 SF Miami First, LLC Response to SEOPW CRA RFP 13-006 August 2013 Block-19 (1034 NE 2nd Avenue / 01-0101-090-1030) +/_19,118SF N RI ASFIZI 11 i/J1I liffilliff s ro 1 IP. i� 2 Miami First, LLC Response to SEOPW CRA RFP 13-006 August 2013 Block-18 (No Address / 01-0101-080-1011) +/- 9,909 SF 3 Miami First, LLC Response to SEOPW CRA RFP 13-006 August 2013 B. PROPOSED PURCHASE & SALE AGREEMENT PLEASE SEE ATTACHED 4 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (agreement) is entered into on the Effective Date (as defined in paragraph 15 hereof) by SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY (Seller), and MIAMI FIRST, LLC, a Florida limited liability company (Buyer). RECITALS: A. The Seller owns parcels of real property located in Miami -Dade County, Florida described on attached Exhibit A (collectively, Land). The Land is located within the Southeast Overtown/Park West Redevelopment Area and is subject to the Southeast Overtown/Park West Community Development Plan (Final Update May, 2009, ver. 2.0) (Redevelopment Plan). B. The Seller wishes to sell the Property (as hereinafter defined) and has requested offers for the purchase of the Property pursuant to the Request for Proposals 13-006 (RFP), and the Buyer wishes to purchase the Property, on the following terms and conditions. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the patties agree as follows: I. Recitals. The foregoing recitals are true. 2. Sale of Property. a. Subject to the terms of this Agreement, the Seller will sell, and the Buyer will purchase, the Land, together with all improvements thereon and all and singular the tenements, hereditaments, easements, rights, licenses, privileges and appurtenances belonging to or serving the Land, if any, and -all rights (Intangibles) arising in connection with the ownership Of the Land (collectively, Property). b. EXCEPT AS EXPRESSLY PROVIDED 'FOR HEREIN, THE SELLER DISCLAIMS ALL WARRANTIES . OR REPRESENTATIONS OF ANY KIND OR CHARACTER; EXPRESS OR IMPLIED, WITH. RESPECT TO THE , PROPERTY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR REPRESENTATIONS AS TO THE MATTERS OF TITLE (OTHER THAN SELLER'S WARRANTY OF TITLE SET FORTH IN THE DEED TO BE DELIVERED AT CLOSING); ZONING, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, PROPERTY VALUE, GOVEMEN TAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MAITER OR THING RELATING TO OR AFFECTING THE PROPERTY, EXCEPT AS EXPRESSED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE BUYER AGREES THAT WITH RESPECT TO THE PROPERTY IT HAS NOT RELIED UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF THE SELLER OR OF SELLER'S AGENTS OR EMPLOYEES, PAST OR PRESENT. THE BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING THE SELLER SHALL SELL AND CONVEY TO THE BUYER AND THE BUYER SHALL ACCEPT THE PROPERTY "AS -IS", "WHERE -IS", WITH ALL FAULTS. 3. Purchase Price. The Purchase Price will be $3,773,510 which will be payable at Closing (as defined in paragraph l0a hereof) by wire transfer of same -day federal funds in accordance with written instructions from the Seller, subject to credits as expressed herein. The Purchese Price was based on the square footage of the Land times $130. The above Purchase Price is based on the assumption that the Land consists of 29,027 square feet. If the Survey defined in5c) indicates mph that the Land consists of more or less square footage, the Purchase Price will be adjusted accordingly. 4. Deposit and Escrow. a. The Buyer will pay into escrow within 3 business days of the Effective Date with Nason, Yeager, Gerson, White & Lime, P.A. (Escrow Agent) $377,351 as security for the performance of its obligations hereunder (Deposit). Upon receipt of the Deposit, the Escrow Agent will execute and deliver to the Seller and Buyer the signature page of this Agreement The Deposit is part of the Purchase Price and will be delivered to the Seller at Closing. The Seller and Buyer will on request execute such instruments and provide such information as the Escrow Agent may reasonably request with respect to the escrow account. The Deposit will not accrue interest. b. The Escrow Agent agrees to hold the Deposit and cash proceeds of sale in escrow in accordance with the terms and conditions of this Agreement. Checks issued for the Deposit will be deposited promptly for clearance. The Escrow Agent will not be held responsible for nonpayment of checks received. In the event the Escrow Agent is in doubt as to its duties and liabilities under the provisions of this Agreement, it may in its sole discretion continue to hold the monies which are . the subject of the escrow until the Buyer and Seller mutually agree to the disbursement thereof, or until a judgment of a court of competent jurisdiction determines the rights of the parties thereto, or it may deposit all the monies then held in escrow pursuant to this Agreement with the clerk of the court having jurisdiction of the dispute, and upon notifying all parties concerned of such fiction, all liability on its part will fully cease and terminate except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between the Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as the escrow agent hereunder, or in the event of any suit wherein the Escrow Agent interpleads the subject matter of the escrow, it will be entitled to recover a reasonable attorneys' fee and costs incurred, said fees and costs to be charged and assessed as court costs in favor of the prevailing party. All parties agree that the Escrow Agent will not be liable to any party or person whomsoever for misdelivery to the Buyer or Seller of monies subject to the escrow, unless such misdelivery is due to willful breach of the Agreement or gross negligence on its part. If the Escrow Agent is the attorney for either party, the other party consents to the Escrow Agent acting in both capacities. c. By executing this Agreement, the Escrow. Agent shall have agreed to hold and disburse the Deposit in accordance with the terms of this Agreement. 2 5. Thfs. a. The Seller will convey title to the Land by Special Warranty Deed (Deed) and the Intangibles by General Assignment (Assignment), the forms of which are attached hereto as composite Exhibit B. The Seller will convey the Property free and clear of all monetary liens and encumbrances and subject only to the exceptions set forth in the Title Commitment (as defined in subparagraph b below) (Permitted Exceptions). b. The Buyer will obtain during the Investigation Period (as defined in paragraph 6a hereof) from a qualified title insurance company and agent selected by the Buyer (Title Company) a commitment (Tide Commitment) for the issuance of an owner's policy of title insurance ()title Policy) in the amount of the Purchase Price insuring the title of the Buyer in and to the Property. The Seller will cause the standard insuring exceptions for the "gap", mechanics liens, parties in possession and unrecorded encumbrances to be deleted at Closing; and the Seller and Buyer will each satisfy the insuring requirements required of them in the Title Commitment. c. The Buyer will obtain during the Investigation Period a survey of the Land prepared by a Florida certified surveyor (Survey). The legal description of the Land for the purposes of this Agreement and conveyance will be the description approved by the Title Company in reliance on the Survey. 6. Buyer's Investigations. a. The Buyer will have 5 days after the Effective Date to perform investigations to satisfy itself that the Property is suitable for its intended use (respectively, Investigation Period and Investigation(s)). Without limiting the generality of the foregoing, the Buyer's right of inspection will include obtaining and reviewing the Title Commitment, Survey and environmental reports. b. If the Buyer should determine in its sole discretion for any reason or no reason whatsoever that the Property is not suitable for its intended use, the Buyer may cancel this Agreement by delivering to the Seller no later than 5:00 p.m, on the last day of the Investigation Period notice of its election to cancel, whereupon the Deposit will be paid to the Buyer on demand and the Buyer, Seller and Escrow Agent will be released of all further obligations under this Agreement. c. If the Buyer should determine that it wishes to proceed to Closing, it will deliver to the Seller and Escrow Agent no later than 5:00 p.m. on the last day of the Investigation Period notice of its intention to proceed (Notice to Proceed), in which event the parties will proceed to close the transaction as contemplated herein. The Buyer's failure to deliver notice pursuant to either subparagraphs b or c will be deemed its election to cancel this Agreement. 7. Right of Entry. From the Effective Date until Closing, the Buyer and its agents and contractors will have full access to the Land for the purpose of making engineering studies, 3 surveys and for any and all acts necessary to ascertain the fitness of the Land for the Buyer's intended use. The Buyer will restore the Land to the condition it was in prior to the exercise of' its right of entry to the extent its said exercise shall have disturbed the same. The Buyer will also indemnify and save the Seller harmless from and against all claims, causes of action and costs (including reasonable attorneys' fees in all trial, appellate, bankruptcy and collection proceedings) which may be asserted against the Seller or the Land or incurred or paid by the Seller as a result of the Buyer's entry upon the Land. 8. Land Covenantg. The Seller will not, without the prior written consent of the Buyer enter into any contract, including a lease, waive any material right or undertake any work in respect of the Property. The Seller will deliver to the Buyer promptly after giving or receiving same photocopies of all written notices received or given with respect to the Property. The Seller will cause all contracts affecting the Property to be terminated at Closing and the Buyer will not assume any liability under same. 9. Representations and Warranties. a. The Seller represents to the Buyer that: (i) The execution and delivery by the Seller of, and the . Seller's performance under, this Agreement are within the Seller's powers and have been duly authorized by all requisite parties, and the person executing this Agreement and the closing documents on behalf of the Seller has the authority to do so. (ii) Entering into and consummating this Agreement does not and will not contravene any provision of any order, decree, writ, injunction or agreement, (iii) The Seller is not a party to and is unaware of any contract with any governmental or regulatory body which materially adversely affects the development and use of the Property. (iv) The Seller has no notice or knowledge of any pending or threatened suit or proceeding in respect of the Properly. (v) The Redevelopment Plan does not and will not bind the use of the Property as a "Promenade", and the Property may be included in the development of the adjacent property in compliance with other applicable governmental regulations. b. The Buyer represents to the Seller that: (1) The execution and delivery by the Buyer of, and the Buyer's performance under this Agreement are within the Buyer's powers and have been duly authorized by all requisite parties, and the person executing this Agreement and the closing documents on behalf of the Buyer has the authority to do so. 4 (2) The Buyer is or will become the owner of adjacent property and intends to include the Land with the redevelopment of such adjacent property and consistent with the goals and guiding principles of the Redevelopment Plan, other than as the aforementioned Promenade. The foregoing representations are given as the Effective Date, shall be restated and effective as of the Closing Date, and shall survive Closing. 10. Closing. a. The parties will consummate this transaction and deliver all instruments of conveyance (Closing) on or before 10 days after the Effective Date (Closing Date). Closing will take place by way of an escrow closing through the office of the Escrow Agent or at another location which is mutually agreeable to the Seller and Buyer. b. Notwithstanding any provision to the contrary herein, the Closing Date shall be extended for a reasonable time in the event that a natural or man-made catastrophe (including, without limitation, hurricanes, earthquakes, fires or acts of domestic or international terrorism) causes a material. disturbance in the availability of services (including, without limitation, utilities, banking, transportation and insurance) and such disturbance adversely affects the ability of either or both of the parties hereto and/or their counsel to consummate the sale and purchase of the Property. 11. Closing Charges and Procedure. a. The Buyer will pay the costs of the State documentary stamps which are required to be affixed to the Deed,.theabstracting, preparation and premium charge of the Title Policy, and the cost of recording the Deed. The Seller and Buyer will each pay its own attorneys' fees and other third party costs. b. The Seller will transfer and convey the Property in substantially the same as -is, where -is condition as exists on the date of the SelIer's Notice to Proceed subject only to the Permitted Exceptions. c. The Seller will cause the Title Company to endorse the Title Commitment to continue title to a date as close to the Closing Date as possible, If such endorsement should reflect any exception not set forth in the Title Commitment, other than any matter caused by the Buyer, the Buyer will have the option exercisable in writing before Closing, of either: (i) waiving its objection to any such new exception, accepting same as a Permitted Exception and proceeding to close this transaction as contemplated herein without any adjustment to the Purchase Price or (ii) requiring the Seller to use diligent efforts to remove such new exception. If the Buyer shall have elected option (ii), the Seller will have 120 days from the originally -scheduled Closing Date to cause such new exception to be deleted from the Title Commitment. lithe Buyer shall have elected option (ii) and the Seller has succeeded in having such new exception removed from the Title Commitment within the foregoing cure period, Closing will be consummated 10 days after confirmation from the Title Company that all effect of such new exception has been removed from 5 the Title Commitment. Further, if the Buyer shall have elected option (ii) and the Seller has failed to have such new exception removed from the Title Commitment within the foregoing cure period, the Buyer will have the further option, exercisable in writing before 5:00 p.m. on the last day of such cure period, of either (A) waiving its objection to any such new exception and proceeding to Closing or (B) terminating this Agreement, whereupon the Deposit will be paid promptly to the Buyer, and the Seller, Buyer and Escrow Agent will be released of all further obligations under this Agreement. d. If there shall have occurred since the date of the Notice to Proceed a materially adverse change to the Property, the Buyer will have the option, exercisable in writing before Closing, of either: (i) waiving its objection to such change, accepting same and proceeding to close this transaction as contemplated herein without any adjustment to the Purchase Price or (ii) requiring the Seller to use diligent efforts to cure such matter. If the Buyer shall have elected option (ii), the Seller will have 120 days from the originally -scheduled Closing Date to cause such matter to be cured to the reasonable satisfaction of the Buyer. If the Buyer shall have elected option (ii) and the Seller has succeeded in having such matter cured to the reasonable satisfaction of the Buyer within the foregoing cure period, Closing will be consummated 10 days thereafter. Further, if the Buyer shall have elected option (ii) and the Seller has failed to have such matter cured to the reasonable satisfaction of the Buyer within the foregoing cure period, the Buyer will have the further option, exercisable in writing before 5 p.m. on the last day of such cure period, of either (A) waiving its objection to such matter and proceeding to Closing or (B) terminating this Agreement, whereupon the Deposit will be paid promptly to the Buyer, and the Seller, Buyer and Escrow Agent will be released of all further obligations under this Agreement. e. (1) At Closing, the Seller will deliver to the Buyer the following: i. the Deed, Assignment, FIRPTA Certificate (satisfying Internal Revenue Code requirements), Seller's Affidavit (in forth required by the Title Company for insuring title) and closing statement fully and properly executed by it, and ii. such additional documents as may be reasonably required for the proper consummation of the transaction contemplated by this Agreement or otherwise required by the Title Company. (2) executed by it, and At Closing, the Buyer will deliver to the Seller the following: i. the Purchase Price, less the Deposit, ii. the Assignment and closing statement fully and properly iii. such additional documents as may be reasonably required for the proper consummation of the transaction contemplated by this Agreement or required by the Title Company. f. The Seller will be responsible for all costs and expenses attributable to the Property up to and including the day of Closing, and the Buyer will be responsiblefor all costs and expenses attributable to the Property after such date. Each of the Seller and Buyer agrees to pay to the other sums it is obligated to pay within 5 business days after a request therefor. The covenants in this subparagraph e will survive Closing. 12. Notices. All notices, statements, demands or other communications (natice(s)) to be given under or pursuant to this Agreement, or which a party hereto may wish to give, must be in writing, addressed to the other party at its address as provided below, and delivered in person, by telephonic or electronic facsimile transmission or by certified or registered mail, return receipt requested and postage prepaid, or by nationally recognized overnight courier. Such notice will be deemed to have been delivered on the date of hand delivery, on the date of delivery by facsimile transmission (unless such delivery is made on a non -business day or on any day after 5 p.m., in which event delivery will be deemed to have been made on the following business day) or on the day of delivery when sent by mail or overnight courier (which would also be the day receipt is rejected), as the case may be. Any party may from time to time change its address or facsimile number for receipt of notices by sending a notice to the other parties specifying such new information. To Seller: 1490 N.W. Third Avenue, Ste. 105 Miami, Florida 33136 Attention: (305) 679-6800 (phone) (305) 679-6835 (facsimile) To Buyer: 1951 N.W. 19th Street, Suite 200 Boca Raton, Florida 33431 Attention: Benjamin Feldman (561) 961-1807 (phone) (561) 961-1178 (facsimile) With a com+.to: John White l , Esquire Nason Yeager Gerson White & Lioce, P.A. 1645 Palm Beach Lakes Boulevard, Suite 1200 West Palm Beach; Florida 33401 (561) 686-3307 (phone) (561) 515-2432 (facsimile) jwhite a(?�nasonyeager.com 7 13. Broker. The Seller and Buyer each warrants to the other that it has not used or consulted with any broker or finder in connection with the purchase and sale of the Property. Each covenants and agrees to defend, indemnify and save the other harmless from and against any actions, damages, real estate commissions, fees, costs and/or expenses (including reasonable attorneys' fees), resulting or arising from any commissions, fees, costs and/or expenses due to any real estate broker or agent because of the purchase and sale of the Property and the execution and delivery of this Agreement, due to the acts of the indemnifying party. 14. Miscellaneous. This Agreement will be construed in accordance with the laws of the State of Florida. Time is of the essence. In connection with any litigation arising out of this Agreement, including, without limitation, all trial, appellate and post judgment proceedings, the prevailing party will be entitled to recover reasonable attorneys' fees and costs. This Agreement contains all of the terms made or entered into among the parties in respect of the subject matter hereof and supercedes all prior discussions and agreements, whether written or oral. This Agreement will bind and accrue to the benefit of the parties hereto and their respective heirs, executors, administrators, assigns and successors in interest. This Agreement may be executed in any number of counterparts and by different parties to this Agreement on separate counterparts, each of which, when so executed, will be deemed an original, but all such counterparts will constitute one and the same agreement. Any signature delivered by a party by telephonic or electronic facsimile will be deemed to be an original signature. 15. Effective Date. For purposes of performance, the Agreement will become effective on the date (Effective Date) on which the Seller approves and adopts this Agreement by required action and properly executes and dates this Agreement and delivers an original thereof to the Buyer. (SIGNATURE. PAGES TO FOLLOW( 8 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered on the Effective Date. Signed, sealed and delivered in the presence of: SELLER: SOUTHEAST OVERTOWN/ PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: ,asits (SEAL) , 2013 BUYER: MIAMI FIRST, LLC (SEAL) August 2M , 2013 ESCROW AGENT: NASON, YEAGER, GERSON, WHITE & LIOCE, P.A. By: ,asits (SEAL) ,2013 H:193101212841D ,doc/do-rlc d-ole-rlc 9 DESCRIPTION OF PROPERTY All of the property owned by the Seller in Block 19, consisting of 19,118 square feet, more particularly described on attached sheet A -I (Folio No. 01-0101-090- 1030) and The east half of the property owned by the Seller in BIock 18, consisting of 9,909 square feet, more particularly described on attached sheet A-2 (a portion of Folio No. 01-0101-080-1011). Exhibit A MGM DESCRIPTIONFOR SIJIWAyip A portbn of land within Block 19 of Record Book B41 as recorded In the Public Records of Miami -Dad.; Florida lying between N.E. ist Avenue and H.B. 2nd Avenuo In section 36 Township 53 Range 41 desmlbesl es follows: • • Commence at the southwest corner of Lot 10, Block 19 as recorded in the Plat Book 8442, of the Public Records of Miami -Dads County, Floridefthence northerly 25.00 lost along the wart line of aforementioned lot.10; Block 19 of Plat Book B-41; thence N88'35'40" E 10.00 feet along d line 25.00 feat north Ind parallel with the south line of lots 1-10, Block 19 as recorded in Plat Book B-41 to the Point ofteginning; thence NW35'40.1 340.00 hot along a line 25.00 -het north and parallel with the south line of lots 1-10, Black 19 as recorded In Plat Book B-41; thence northerly 4.00 fleet along the east line of Lot 4 Block 19 of afbrsmintioned Plat Book cB41; thence N88" 95'401140.00 AAet along a One 29.00 het north and parallel with the south Otie of lots 1-10, Block 19 of sold plat toil point being 10.00 feet vast of and parallel with the east line oaf afbrementionid Block 19, Plat Book 8.41; thence 3 3'381111W 31.62 feet; thence 58r335'40'W 257.28 het along a One 2.50 feet south and parallel with the south One of lots 1-10, Biock 19 of said plat thence southerly 22.50 fiat along the east.Mne of Lot 15, Block 19 of Plat Book 0-41; thsnca S3r35'40"W 240.00 !lest along a One 25.00 faersouth and parallel with the south line of lots 1-10, Block 19 of said plat; thence northerly 50.00 fiat along a line 10.00 feet exit of and Parallel with the west One of aforementioned Block 19 of Plat Book 8-41 to the Point of Beginning. Area: 19118 3q. Ft. +/-, 0.439 Acres +/- feSta A portlan-of tend within unlade 18 of Record Book 11441 'es recorded in' the Pubdc Records of Miei" between N. Mlaml Avenue and N.F. lst Avenue in section 36 awmshlp S$ Rings 41 *Scribed eufo1orvsi C,armmnence et the .sauthenst oorner'of lot 30, Block 19.es recorded In. the Hat Book 8-43, of ' the Publfs Records of M ny-Dade Piety,' Ronde; thence honer* 25,00 felt along MI west line of fouementkined let la Mock 18 of PM Book 041, thence Ni8ea35'48'E 23425 feet eking a One 15,00 hest .north and psr it *di the south lines of lots 6-10 Block iii, as recorded in Plat Book 8.41 to the Point of .114eihriley thence continue N8r35 "E 275.1 feaatlQjg a line .2500 felt north end *Wee +irk the south.11ne of Lott 1-6 Nod( 13, as recorded in PM Book 1141; thence, anon .38.14 feet thence S8r354rW 10043 feel. . p line 12.50 feet soiith and pet$d With thi. iorulh line 01 lots 14, Bieck 11 of . slid plot thence northerly 1230 fait the eeet,YM iF Lot 33; woo 78 a*is Oft thiticss1' !alg'W.1Oc:so feet along a south Deep, nett j4 glide Ili afield ' plot; thonce =WW1 35:00 hailing the east + lima of Lot 16; Wgck i8.eel sffd Oliti thence 911315148"W S0.00 fiat along s Rn. 25.00 !teat south and paraf d with the south ins of Lots 1.6, pock lit of said pleb .thence norther#y 13.50 feet Wong the out One of lot 14DlocA kli 4f solid On , thane, seraii4d"W 33:76 feat eloelga I Sidi 5o f st smith and .pv$Aslwith the south `d1 Lots 14, Block 13 of sell pleb thence N0124'31"W 37.9 feet to the Point of Beginning. Ares 9909 SR. Pt.+/-, 0.228Acres +/- DEED AND ASSIGNMENT Exhibit B This instrument prepared by: John White 11, Esquire Nason, Yeager, .Gei,w,s, White & Lioce, P.A. 1645 Palm Beach Lakes Boulevard Suite 1200 West Palm Beach, Florida 33401 SPECIAL WARRANTY DEED THIS INDENTURE, made this day of , 2013, between SOUTHEAST OVERTOWN/PARIC WEST COMMUNITY REDEVELOPMENT AGENCY, whose address is 1490 N.W. Third Avenue, Suite 105, Miami, Florida 33136, hereinafter referred to as "Grantor", and MIAMI FIRST, LLC, a Florida limited liability company, whose address is 1951 N.W. 19th Street, Suite 200, Boca Raton, Florida 33431, hereinafter referred to as "Grantee". W1INELSETi[: That Grantor, for and in consideration of the sum of TEN AND NO/100 ($10.00) DOLLARS and other good and valuable considerations, in hand paid by Grantee, the receipt whereof is hereby acknowledged, by these presents does grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee, those certain (ands situate, lying and being in the County of Miami -Dade, State of Florida, described on attached Schedule 1. TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining, and the reversion or reversions, remainder or remainders, rents, issues and profits thereof. TO HAVE AND TO HOLD the above granted, bargained and described premises, with the appurtenances thereto, unto said Grantee to Grantee's own proper use, benefit and behoof forever, SUBJECT TO: 1, The matters listed on attached Schedule 2 (N.B. The approved Schedule B exceptions front the title policy); and 2. Real estate taxes for the year 2013 and subsequent years. AND Grantor hereby covenants as follows: A. That the lands conveyed hereby are free from all encumbrances made by Grantor; and B. Grantor has good right and lawful authority to sell and convey the above -described real pt+operty,.and hereby warrants the title to said real property for any acts of Grantor and will defend the title against the lawful claims and demands of all persons claiming by, through or under Grantor, but against none other. IN WITNESS WHEREOF, Grantor has hereunto set his hand and seal the day and year first above written. Signed, sealed and delivered in the presence of (print witness name) (print witness name) STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE ) da of The foregoing Special Warranty Deed was acknowledged before me this y by - , as the of Southeast Overtown/Park West • Community Redevelopment Agency, on behalf of the , ( ) who is personally known to me OR ( ) who produced as identification: GRANTOR: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: ,asits (SEAL) Notary Signature Print Notary Name NOTARY PUBLIC State of Florida at Large My Commission Expires: 2 GENERAL ASSIGNMENT KNOW ALL MEN BY THESE PRESENTS, that in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY (Assignor), does hereby grant, bargain, assign, set over and transfer unto MIAMI FIRST, LLC, a Florida limited liability company (Assignee) the following items of personalty (Personaky) with respect to that certain parcel of land (Land) described on attached Schedule 1: All of the Assignor's right, title and/or interest, if any, to the extent assignable and subject to obtaining all necessary third party consents, in and to all licenses, permits, approvals, certificates, agreements and arrangements of every kind and nature with or from all boards, agencies, departments, governmental or otherwise, solely relating, directly or indirectly, to the ownership, development, use and operation of the Land, whether heretofore or hereafter issued or executed. TO HAVE AND TO HOLD the same unto the Assignee, its successors and assigns forever. AND the Assignor hereby represents that it has full right and lawful authority to execute and deliver this instnunent, that it is the lawful owner of the Land and Personalty, that it has good right and lawful authority to transfer the same and that they ate fee from all liens and adverse claims; and it further covenants that it will warrant and defend the same against the claims and demands of all persons whomsoever. IN WITNESS WHEREOF, this General Assignment has been executed this day of , 2013. Signed, sealed and delivered in the presence of: ASSIGNOR SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By ,asits STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing General Assignment was acknowledged before me this day of ,2013,by as the of Southeast OvertownfPark West Community Redevelopment Agency, on behalf of the { ) who is personally known to me OR ( ) who produced as identification. Notary Signature Print Notary Name NOTARY PUBLIC State of Florida at Large My Commission Expires: 2 MIAMI BLOCK 17 LLC POBOX9200 JUPITER, FL 33468 TEL: 561.744.3002 Fax: 561.744.9006 August 29, 2013 Southeast Overtown/Park West Community Redevelopment Agency 1490 NW 3"' Avenue Suite 105 lvliami, Florida 33136 Re: Purchase and Sale Agreement ("Agreement") entered into by Southeast Overtown/Park West Community Redevelopement Agency (the "Seller") and Miami Block 17 LLC, a Florida limited liability company (the `Buyer") Dear Sir/Madam: In response to your Request for Proposals 13-006 ("RFP"), enclosed are five (5) proposed Agreements to purchase Lot 17 and the west half of Lot 18 referenced therein. We appreciate the opportunity to work with the CRA to acquire the property and to improve the Overtown/Park West Community, Please contact the undersigned at the number above should you require any further information or have any questions regarding this matter. cc: Lloyd Granet, P.A. Enclosure 2013-175/14 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (Agreement) is entered into on the Effective Date (as defined in paragraph 15 hereof) by SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY (Seller), and MIAMI BLOCK 17 LLC, a Florida limited liability company (Buyer). RECITALS: A. The Seller owns a parcel of real property located in Miami -Dade County, Florida described on attached Exhibit A (Land). The Land is located within the Southeast Overtown/Park West Redevelopment Area and is subject to the Southeast Overtown/Park West Community Development Plan (Final Update May, 2009, ver. 2.0) (Redevelopment Plan). B. The Seller wishes to sell the Property and has requested offers for the purchase of the Property pursuant to the Request for Proposals 13-006 (RFP), and the Buyer wishes to purchase the Property (as hereinafter defined), on the following terms and conditions. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1, Recitals. The foregoing recitals are true. 2. Sale of Property. a. Subject to the terms of this Agreement, the Seller will sell, and the Buyer will purchase, the Land, together with all improvements thereon and all and singular the tenements, hereditaments, easements, rights, licenses, privileges and appurtenances belonging to or serving the Land, if any, and all rights (Intangibles) arising in connection with the ownership of the Land (collectively, Property). b. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SELLER DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR REPRESENTATIONS AS TO THE MATTERS OF TITLE (OTHER THAN SELLER'S WARRANTY OF TITLE SET FORTH IN THE DEED TO BE DELIVERED AT CLOSING), ZONING, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, PROPERTY VALUE, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, EXCEPT AS EXPRESSED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE BUYER AGREES THAT WITH RESPECT TO THE PROPERTY IT HAS NOT RELIED UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF THE SELLER OR OF SELLER'S AGENTS OR EMPLOYEES, PAST OR PRESENT. THE BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING THE SELLER SHALL SELL AND CONVEY TO THE BUYER AND THE BUYER SHALL ACCEPT THE PROPERTY "AS -IS", "WHERE -IS", WITH ALL FAULTS. 2013-175/9/5 3. Purchase Price, The Purchase Price will be $6,630,650.00 which will be payable at Closing (as defined in paragraph 10a hereof) by wire transfer of same -day federal funds in accordance with written instructions from the Seller, subject to credits as expressed herein. The Purchase Price was based on the square footage of the Land times $130. The above Purchase Price is based on the assumption that the Land consists of 51,005 square feet. If the Survey (as defined in Paragraph 5c) indicates that the Land consists of more or less square footage, the Purchase Price will be adjusted accordingly. 4. Deposit and Escrow. a. The Buyer will pay into escrow within 3 business days of the Effective Date with Lloyd Granet, P.A. (Escrow Agent) $663,065.00 as security for the performance of its obligations hereunder (Deposit). Upon receipt of the Deposit, the Escrow Agent will execute and deliver to the Seller and Buyer the signature page of this Agreement. The Deposit is part of the Purchase Price and will be delivered to the Seller at Closing. The Seller and Buyer will on request execute such instruments and provide such information as the Escrow Agent may reasonably request with respect to the escrow account. The Deposit will not accrue interest. b. The Escrow Agent agrees to hold the Deposit and cash proceeds of sale in escrow in accordance with the terms and conditions of this Agreement Checks issued for the Deposit will be deposited promptly for clearance. The Escrow Agent will not be held responsible for nonpayment of checks received. In the event the Escrow Agent is in doubt as to its duties and liabilities under the provisions of this Agreement, it may in its sole discretion continue to hold the monies which are the subject of the escrow until the Buyer and Seller mutually agree to the disbursement thereof, or until a judgment of a court of competent jurisdiction determines the rights of the parties thereto, or it may deposit all the monies then held in escrow pursuant to this Agreement with the clerk of the court having jurisdiction of the dispute, and upon notifying all parties concerned of such action, all liability on its part will fully cease and terminate except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between the Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as the escrow agent hereunder, or in the event of any suit wherein the Escrow Agent interpleads the subject matter of the escrow, it will be entitled to recover a reasonable attorneys' fee and costs incurred, said fees and costs to be charged and assessed as court costs in favor of the prevailing party. All parties agree that the Escrow Agent will not be liable to any party or person whomsoever for misdelivery to the Buyer or Seller of monies subject to the escrow, unless such misdelivery is due to willful breach of the Agreement or gross negligence on its part, If the Escrow Agent is the attorney for either party, the other party consents to the Escrow Agent acting in both capacities. c. By executing this Agreement, the Escrow Agent shall have agreed to hold and disburse the Deposit in accordance with the terms of this Agreement. 5. Title. a. The Seller will convey title to the Land by Special Warranty Deed (Deed) and the Intangibles by General Assignment (Assignment), the forms of which are attached hereto as composite Exhibit B. The Seller will convey the Property free and clear of all monetary liens and encumbrances and subject only to the exceptions set forth in the Title Commitment (as defined in subparagraph b below) (Permitted Exceptions). 2 b. The Buyer will obtain during the initial 5 days of the Investigation Period (as defined in paragraph 6a hereof) from a qualified title insurance company and agent selected by the Buyer (Title Company) a commitment (Title Commitment) for the issuance of an owner's policy of title insurance (Title Policy) in the amount of the Purchase Price insuring the title of the Buyer in and to the Property. The Seller will cause the standard insuring exceptions for the "gap", mechanics liens, parties in possession and unrecorded encumbrances to be deleted at Closing, and the Seller and Buyer will each satisfy the insuring requirements required of them in the Title Commitment. c. The Buyer will obtain during the Investigation Period a survey of the Land prepared by a Florida certified surveyor (Survey). The legal description of the Land will be the description approved by the Title Company in reliance on the Survey. 6. Buyer's Investigations. a. The Buyer will have 5 days after the Effective Date to perform investigations to satisfy itself that the Property is suitable for its intended use (respectively, Investigation Period and Investigation(s)). Without limiting the generality of the foregoing, the Buyer's right of inspection will include obtaining and reviewing the Title Commitment, Survey and environmental reports. b. If the Buyer should determine in its sole discretion for any reason or no reason whatsoever that the Property is not suitable for its intended use, the Buyer may cancel this Agreement by delivering to the Seller no later than 5:00 p.m. on the last day of the Investigation Period notice of its election to cancel, whereupon the Deposit will be paid to the Buyer on demand and the Buyer, Seller and Escrow Agent will be released of all further obligations under this Agreement. c. If the Buyer should determine that it wishes to proceed to Closing, it will deliver to the Seller and Escrow Agent no later than 5:00 p.m. on the last day of the Investigation Period notice of its intention to proceed (Notice to Proceed), in which event the parties will proceed to close the transaction as contemplated herein. The Buyer's failure to deliver notice pursuant to either subparagraphs b or c will be deemed its election to cancel this Agreement. 7. Right of Entry. From the Effective Date until Closing, the Buyer and its agents and contractors will have full access to the Land for the purpose of making engineering studies, surveys and for any and all acts necessary to ascertain the fitness of the Land for the Buyer's intended use. The Buyer will restore the Land to the condition it was in prior to the exercise of its right of entry to the extent its said exercise shall have disturbed the same. The Buyer will also indemnify and save the Seller harmless from and against all claims, causes of action and costs (including reasonable attorneys' fees in all trial, appellate, bankruptcy and collection proceedings) which may be asserted against the Seller or the Land or incurred or paid by the Seller as a result of the Buyer's entry upon the Land. 8. Land Covenants. The Seller will not, without the prior written consent of the Buyer enter into any contract, including a lease, waive any material right or undertake any work in respect of the Property. The Seller will deliver to the Buyer promptly after giving or receiving same photocopies of all written notices received or given with respect to the Property. The Seller will cause all contracts affecting the Property to be terminated at Closing and the Buyer will not assume any liability under same. 3 9. Representations and Warranties. a. The Seller represents to the Buyer that: (i) The execution and delivery by the Seller of, and the Seller's performance under, this Agreement are within the Seller's powers and have been duly authorized by all requisite parties, and the person executing this Agreement and the closing documents on behalf of the Seller has the authority to do so. (ii) Entering into and consummating this Agreement does not and will not contravene any provision of any order, decree, writ, injunction or agreement. (iii) The Seller is not a party to and is unaware of any contract with any governmental or regulatory body which materially adversely affects the development and use of the Property. (iv) The Seller has no notice or knowledge of any pending or threatened suit or proceeding in respect of the Property. (v) The Redevelopment Plan does not and will not bind the use of the Property as a "Promenade", and the Property may be included in the development of the adjacent property in compliance with other applicable governmental regulations. b. The Buyer represents to the Seller that: (1) The execution and delivery by the Buyer of, and the Buyer's performance under this Agreement are within the Buyer's powers and have been duly authorized by all requisite parties, and the person executing this Agreement and the closing documents on behalf of the Buyer has the authority to do so. (2) The Buyer is the owner of a portion of the property adjacent to the Land and intends to include the Land with the redevelopment of such adjacent property and consistent with the goals and guiding principles of the Redevelopment Plan, other than as the aforementioned Promenade. The foregoing representations are given as the Effective Date, shall be restated and effective as of the Closing Date, and shall survive Closing. 10. Closing. a. The parties will consummate this transaction and deliver all instruments of conveyance (Closing) on or before 10 days after the Effective Date (Closing Date). Closing will take place by way of an escrow closing through the office of the Escrow Agent or at another location which is mutually agreeable to the Seller and Buyer. b. Notwithstanding any provision to the contrary herein, the Closing Date shall be extended for a reasonable time in the event that a natural or man-made catastrophe (including, without limitation, hurricanes, earthquakes, fires or acts of domestic or international terrorism) causes a material disturbance in the availability of services (including, without limitation, utilities, banking, transportation and insurance) and such disturbance adversely affects the ability of either or both of the parties hereto and/or their counsel to consummate the sale and purchase of the Property. 4 11. Closing Charges and Procedure. a. The Buyer will pay the costs of the State documentary stamps which are required to be affixed to the Deed, the abstracting, preparation and premium charge of the Title Policy, and the cost of recording the Deed. The Seller and Buyer will each pay its own attorneys' fees and other third party costs. b. The Seller will transfer and convey the Property in substantially the same as -is, where -is condition as exists on the date of the Seller's Notice to Proceed subject only to the Permitted Exceptions. c. The Seller will cause the Title Company to endorse the Title Commitment to continue title to a date as close to the Closing Date as possible. If such endorsement should reflect any exception not set forth in the Title Commitment, other than any matter caused by the Buyer, the Buyer will have the option, exercisable in writing before Closing, of either: (i) waiving its objection to any such new exception, accepting same as a Permitted Exception and proceeding to close this transaction as contemplated herein without any adjustment to the Purchase Price or (ii) requiring the Seller to use diligent efforts to remove such new exception. . If the Buyer shall have elected option (ii), the Seller will have 120 days from the originally -scheduled Closing Date to cause such new exception to be deleted from the Title Commitment. If the Buyer shall have elected option (ii) and the Seller has succeeded in having such new exception removed from the Title Commitment within the foregoing cure period, Closing will be consummated 10 days after confirmation from the Title Company that all effect of such new exception has been removed from the Title Commitment. Further, if the Buyer shall have elected option (ii) and the Seller has failed to have such new exception removed from the Title Commitment within the foregoing cure period, the Buyer will have the further option, exercisable in writing before 5:00 p.m. on the last day of such cure period, of either (A) waiving its objection to any such new exception and proceeding to Closing or (B) terminating this Agreement, whereupon the Deposit will be paid promptly to the Buyer, and the Seller, Buyer and Escrow Agent will be released of all further obligations under this Agreement. d. If there shall have occurred since the date of the Notice to Proceed a materially adverse change to the Property, the Buyer will have the option, exercisable in writing before Closing, of either: (i) waiving its objection to such change, accepting same and proceeding to close this transaction as contemplated herein without any adjustment to the Purchase Price or (ii) requiring the Seller to use diligent efforts to cure such matter. If the Buyer shall have elected option (ii), the Seller will have 120 days from the originally -scheduled Closing Date to cause such matter to be cured to the reasonable satisfaction of the Buyer. If the Buyer shall have elected option (ii) and the Seller has succeeded in having such matter cured to the reasonable satisfaction of the Buyer within the foregoing cure period, Closing will be consummated 10 days thereafter. Further, if the Buyer shall have elected option (ii) and the Seller has failed to have such matter cured to the reasonable satisfaction of the Buyer within the foregoing cure period, the Buyer will have the further option, exercisable in writing before 5 p.m. on the last day of such care period, of either (A) waiving its objection to such matter and proceeding to Closing or (B) terminating this Agreement, whereupon the Deposit will be paid promptly to the Buyer, and the Seller, Buyer and Escrow Agent will be released of all further obligations under this Agreement. e. (1) At Closing, the Seller will deliver to the Buyer the following: 5 i. the Deed, Assignment, FIRPTA Certificate (satisfying Internal Revenue Code requirements), Seller's Affidavit (in form required by the Title Company for insuring title) and closing statement fully and properly executed by it, and ii. such additional documents as may be reasonably required for the proper consummation of the transaction contemplated by this Agreement or otherwise required by the Title Company. executed by it, and (2) At Closing, the Buyer will deliver to the Seller the following: i. the Purchase Price, less the Deposit, ii. the Assignment and dosing statement fully and properly iii. such additional documents as may be reasonably required for the proper consummation of the transaction contemplated by this Agreement or required by the Title Company. f. The Seller will be responsible for all costs and expenses attributable to the Property up to and including the day of Closing, and the Buyer will be responsible for all costs and expenses attributable to the Property after such date. Each of the Seller and Buyer agrees to pay to the other sums it is obligated to pay within 5 business days after a request therefor. The covenants in this subparagraph e will survive Closing. 12. Notices. All notices, statements, demands or other communications (notice(s)) to be given under or pursuant to this Agreement, or which a party hereto may wish to give, must be in writing, addressed to the other party at its address as provided below, and delivered in person, by telephonic or electronic facsimile transmission or by certified or registered mail, return receipt requested and postage prepaid, or by nationally recognized overnight courier. Such notice will be deemed to have been delivered on the date of hand delivery, on the date of delivery by facsimile transmission (unless such delivery is made on a non -business day or on any day after 5 p.m., in which event delivery will be deemed to have been made on the following business day) or on the day of delivery when sent by mail or overnight courier (which would also be the day receipt is rejected), as the case may be. Any party may from time to time change its address or facsimile number for receipt of notices by sending a notice to the other parties specifying such new information. To Seller: 1490 N.W. Third Avenue, Ste. 105 Miami, Florida 33136 Attention: Clarence E. Woods, III (305) 679-6800 (phone) (305) 679-6835 (facsimile) To Buyer: 301 W. 41st Street, Suite 406 Miami Beach, FL 33410 Attention: Michael Simkins 6 (305) 899-8184 (phone) (305) 899-0979 (facsimile) and to: 6263 Robinson Street Jupiter, FL 33458 Attention: Debra Slifkin, Esq. (561) 744-3002 (phone) (561) 784-6844 (facsimile) With a copy to: Lloyd Granet, Esq. Lloyd Granet, P.A. 2295 NW Corporate Boulevard, Suite 235 Boca Raton, FL 33431 (561) 999-9300 (phone) (561) 999-9400 (facsimile) lgranet(7a,granetlaw. com 13. Broker. The Seller and Buyer each warrants to the other that it has not used or consulted with any broker or finder in connection with the purchase and sale of the Property. Each covenants and agrees to defend, indemnify and save the other harmless from and against any actions, damages, real estate commissions, fees, costs and/or expenses (including reasonable attorneys' fees), resulting or arising from any commissions, fees, costs and/or expenses due to any real estate broker or agent because of the purchase and sale of the Property and the execution and delivery of this Agreement, due to the acts of the indemnifying party. 14. Miscellaneous. This Agreement will be construed in accordance with the laws of the State of Florida. Time is of the essence. In connection with any litigation arising out of this Agreement, including, without limitation, all trial, appellate and post judgment proceedings, the prevailing party will be entitled to recover reasonable attorneys' fees and costs, This Agreement contains all of the terms made or entered into among the parties in respect of the subject matter hereof and supersedes all prior discussions and agreements, whether written or oral. This Agreement will bind and accrue to the benefit of the parties hereto and their respective heirs, executors, administrators, assigns and successors in interest. This Agreement may be executed in any number of counterparts and by different parties to this Agreement on separate counterparts, each of which, when so executed, will be deemed an original, but all such counterparts will constitute one and the same agreement. Any signature delivered by a party by telephonic or electronic facsimile will be deemed to be an original signature. 15. Effective Date. For purposes of performance, the Agreement will become effective on the date (Effective Date) on which the Seller approves and adopts this Agreement by required action and properly executes and dates this Agreement and delivers an original thereof to the Buyer. [SIGNATURE PAGES TO FOLLOW] 7 IN WITNESS WHEREOF. the parties have caused this Agreement to be executed and delivered on the Effective Date. Signed, sealed and delivered in the presence of: SELLER: SOUTHEAST OVERTOWN/ PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: ,asits (SEAL) ,2013 BUYER: MIAMI BLOCK 17 TIC, a Florida limited liability company (SEAL) August 2 y . 2013 LLOYD GRANET, P.A. By: , as its (SEAL) , 2013 8 DESCRIPTION OF PROPERTY All of the land owned by the Seller in Block 17, consisting of 41,096 square feet, more particularly described on attached sheet A-1 (Folio No. 01-0101-070-1011) and The west half of the property owned by the Seller in Block 18, consisting of 9,909 square feet, more particularly described on attached sheet A-2 (a portion of Folio No. 01-0101-080-1011) Exhibit A 2013-175/9/5 A-1 A portion of land within Block 17 of Record Book B-41 as recorded in the Public Records of Miami -Dade, Florida lying between N.W. 1st Avenue and N. Miami Avenue_ in section 36 Township 53 Range 41 described as follows: Begin at the northwest corner of Lot 10, Block 17 as recorded in the Plat Book B-41, of the Public Records of Miami -Dade County, Florida; thence easterly 39.45 feet along the north line of a said plat to a point on a curve to which point bears S47°26'19"E 348.81 feet from its center; thence 72.27 feet southeasterly along the arc of a curve concave to the northeast through a central angle 11 °52' 1 6" to a point on the south line of Lot 10, Block 17 of said plat; thence easterly 10.28 feet along the south line of the aforesaid Lot 10, Block 17 of said plat; thence S56°29'41"E 26.29 feet; thence N88° 34'56"E 8.95 feet; thence 858°28'03"E 23.14 feet to the east line of Lot 11, Block 17 of said plat; thence 0.70 feet southerly along the east line of Lot 11, Block 17 of said plat; thence S68°32'32"E 27.12 feet; thence 868°45'47"E 27.10 feet to the east line of Lot 9, Block 17 of said plat; thence 5.36 feet southerly along the east line of Lot 9, Block 17 of said plat; thence S75°39'34"E 51.95 feet to the east line of Lot 8, Block 17 of said plat; thence 4.76 feet northerly along the east line of Lot 8, Block 17 of said plat to a point on a curve concave to the north to which point bears S 82°35'56" E 390.00 feet from its center; thence 50.63 feet southeasterly along the arc of said curve through a central angle of 7°26'19" to a point on the east line of Lot 7, Block 17 of said plat; thence 2.92 feet southerly along the east line of Lot 7, Block 17 of said plat; thence 299.99 feet easterly along a line 25.00 feet north and parallel with the south line of Lots 1-9 Block 17 of said plat; thence 47.00 feet southerly along the east line of Block 17 of said plat; thence 100.00 feet westerly along a line 22.00 feet south and parallel with the south line of Lots 1-9 Block 17 of said plat; thence 3.00 feet southerly along the east line of Lot 22, Block 17 of said plat; thence 150.00 feet westerly along a line 25.00 feet south and parallel with the south line of Lots 1-9 Block 17 of said plat; thence 10.00 feet northerly along the east line of Lot 19, Block 17 of said plat; thence 150.00 feet westerly along a line 15.00 feet south and parallel with the south line of Lots 1-9 Block 17 of said plat; thence 10.00 feet southerly along the east line of Lot 16, Block 17 of said plat; thence 50.00 feet westerly along a line 25.00 feet south and parallel with the south line of Lots 1-9 Block 17 of said plat; thence 25.00 feet northerly along the east line of Lot 13, Block 17 of said plat; thence 151.50 feet westerly along a north line of Lot 13, Block 17 of said plat; thence 150.18 feet northerly along the west line of aforementioned Plat Book B-41 to the Point of Beginning. A-2 A portion of land within Block 18 of Record Book B-41 as recorded in the Public Records of Miami -Dade, Florida lying between N. Miami Avenue and N.E. 1st Avenue in section 36 Township 53 Range 41 described as follows: Commence at the southwest comer of Lot 10, Block 18 as recorded in the Plat Book B-41, of the Public Records of Miami -Dade County, Florida; thence northerly 25.00 feet along the west line of aforementioned Lot 10, Block 18 of Plat Book 13-41 to the Point of Beginning; thence N88° 35'48"E 214.25 along a line 25.00 feet north and parallel with the south line of Lots 6-10 Block 18, as recorded in Plat Book B-41; thence S01°24' 12"E 37.49 feet; thence S88° 35'48"W 14.24 feet along a line 12.50 feet south and parallel with the south line of Lots 6-10, Block 18 of said plat; thence southerly 12.50 feet along the east line of Lot 14, Block 18 of said plat; thence S88° 35'48"W 50.00 feet along a line 25.00 feet south and parallel with the south line of lots 6-10, Block 18 of said plat; thence northerly 12.50 feet along the east line of Lot 13, Block 18 of said plat; thence S88° 35'48" W 50.00 feet along a line 12.50 feet south and parallel with the south line of Lots 6-10, Block 18 of said plat; thence southerly 12,50 feet along the east line of Lot 12, Block 18 of said plat; thence S88° 35'48" W 100.00 feet along a line 25.00 feet south and parallel with the south line of lots 6-10, Block 18 of said plat; thence northerly 50.00 feet along the west line of aforementioned Lot 10, Block 18 of said Plat Book B-41 to the Point of Beginning. 11 DEED AND ASSIGNMENT Exhibit B This instrument prepared by: Lloyd Granet, P.A. 2295 NW Corporate Boulevard Suite 235 Boca Raton, FL 33431 SPECIAL WARRANTY DEED THIS INDENTURE, made this day of 2013, between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, whose address is , hereinafter referred to as "Grantor", and MIAMI BLOCK 17 LLC, a Florida limited liability company, whose address is P 0 Box 9200, Jupiter, Florida 33468, hereinafter referred to as "Grantee". WITNESSET�: That Grantor, for and in consideration of the sum of TEN AND NO/100 ($10.00) DOLLARS and other good and valuable considerations, in hand paid by Grantee, the receipt whereof is hereby aeknowledged, by these presents does grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee, those certain lands situate, lying and being in the County of Miami -Dade, State of Florida, deseibed on attached Schedule 1. TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining, and the reversion or reversions, remainder or remainders, rents, issues and profits thereof TO HAVE AND TO HOLD the above granted, bargained and described premises, with the appurtenances thereto, unto said Grantee to Grantee's own proper use, benefit and behoof forever, SUBJECT TO: 1. The matters listed on attached Schedule 2 (N.B. The approved Schedule B exceptions from the title policy); and 2. Real estate taxes for the year 2013 and subsequent years. AND Grantor hereby covenants as follows: A. That the lands conveyed hereby are free from all encumbrances made by Grantor, and B. Grantor has good right and lawful authority to sell and convey the above -described real property, and hereby warrants the title to said real property for any acts of Grantor and will defend the title against the lawful claims and demands of all persons claiming by, through or under Grantor, but against none other. IN WITNESS WHEREOF, Grantor has hereunto set his hand and seal the day and year first above written. Signed, sealed and delivered GRANTOR: in the presence of: (print witness name) (print witness name) STATE OF FLORIDA COUNTY OF ) SS: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: , as its (SEAL) The foregoing Special Warranty Deed was acknowledged before me this day of ,2013,by ,as the of Southeast Overtown/Park West Community Redevelopment Agency, on behalf of the , ( ) who is personally known to me OR ( ) who produced as identification. Notary Signature Print Notary Name NOTARY PUBLIC State of Florida at Large My Commission Expires: 2 GENERAL ASSIGNMENT KNOW ALL MEN BY THESE PRESENTS, that in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY (Assignor), does hereby grant, bargain, assign, set over and transfer unto MIAMI BLOCK 17 LLC, a Florida limited liability company (Assignee) the following items of personalty (Personalty) with respect to that certain parcel of land (Land) described on attached Schedule 1: All of the Assignor's right, title and/or interest, if any, to the extent assignable and subject to obtaining all necessary third party consents, in and to all licenses, permits, approvals, certificates, agreements and arrangements of every kind and nature with or from all boards, agencies, departments, governmental or otherwise, solely relating, directly or indirectly, to the ownership, development, use and operation of the Land, whether heretofore or hereafter issued or executed. TO HAVE AND TO HOLD the same unto the Assignee, its successors and assigns forever. AND the Assignor hereby represents that it has full right and lawful authority to execute and deliver this instrument, that it is the lawful owner of the Land and Personalty, that it has good right and lawful authority to transfer the same and that they are free from all liens and adverse claims; and it further covenants that it will warrant and defend the same against the claims and demands of all persons whomsoever. IN WITNESS WHEREOF, this General Assignment has been executed this day of , 2013. Signed, sealed and delivered ASSIGNOR: in the presence of: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: as its STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE The foregoing General Assignment was acknowledged before me this day of 2013, by , as the of Southeast Overtown/Park West Community Redevelopment Agency, on behalf of the , ( ) who is personally known to me OR ( ) who produced as identification. Notary Signature Print Notary Name NOTARY PUBLIC State of Florida at Large My Commission Expires: 2