HomeMy WebLinkAboutSubmittal-City Manager-Proposed AmendmentSubmitted into the p Jic
record for item(s) p12
on 12 . City Clerk
successors, shall pay to the Seller an annual payment which shall be equal to what
Seller would have received as ad valorem taxes based on the valuation method
employed by the Miami -Dade County Property Appraiser.
e. Pursuant to, and subject to the terms, conditions and limitations of Section
270.11 of Florida Statutes, Seller's reservation of rights in and to an undivided
three -fourths interest in, all the phosphate, minerals, and metals that are or may be
in, on, or under the Property and an undivided one-half interest in all the
petroleum that is or may be in, on, or under the Property, provided that, Seller
hereby expressly waives any and all right of entry in, on or under the Property for
the purpose of extracting or mining any such phosphate, minerals or metals.
f If the Property is conveyed to any third -party not currently a tenant or affiliate
of a tenant at the Project between the Execution Date and the later of (i) the date
that is two (2) years following the Execution Date and (ii) the date of
commencement of construction of the building to be built on the Land for a
purchase price exceeding Thirty Eight M Viet Dollars ($38,000,nnm (:.e.,the sum
of x the Purchase Price plus (yLthe cash payment made pursuant to the
Community Benefits Agreement (i.e., up to $38,000,000 if the full $9,000,000
payment has been made; the "Hurdle Price"), then Purchaser shall pay (or cause
to be paid) to the City an amount equal to ten percent (10%) of the difference
between (a) the sales proceeds realized b P rcha er in such transaction and (b)
Thirty Eight Million Della. ($3Q 000 nnmthe Hurdle Price. For the sake of
,
clarity, Purchaser, BH3 Management, Merrimac Ventures, Fort Partners, Island
Gardens Deep Harbour, and each of their respective affiliates shall not be
considered third -parties for the purposes of this paragraph.
10. CONDUCT PENDING CLOSING
Between the date of this Agreement and date of Closing, Seller:
A. shall conduct its operation of the Property only in the ordinary course of business
and in compliance with all applicable laws.
B. shall not dispose of any interest in the Property and shall not mortgage, pledge or
subject to lien or other encumbrance any interest in the Property or any interest in
Seller.
C. shall not enter into any new leases, licenses or occupancy agreements with respect
to any portion of the Property.
D. shall not enter into any management, leasing or maintenance service contract, or
any other agreement that would be binding on Purchaser or the Property
following the Closing, without the prior written consent of Purchaser, to be
withheld in Purchaser's reasonable discretion.
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