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HomeMy WebLinkAboutexhibit-agreementPURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and entered into this day of , , by and between CBI Capital Holdings, Inc., a Florida Corporation with offices at (the "Seller") and the City of Miami, a municipal corporation of the State of Florida, with offices at 444 SW 2 Avenue, Miami, Florida 33130-1910 (the "Purchaser"). The Parties hereby agree that Seller shall sell and Purchaser shall buy the following Properties upon the following terms and conditions: 1. DESCRIPTION OF PROPERTIES/PURPOSE OF ACQUISITION (a) Legal Description: Lots 2, 4, and 5 of a RESUBDIVISION of Lots 14, 15, and 16, in Block 12, of PIERCE'S SUBDIVISION OF LEMON CITY, according to the Plat thereof, as recorded in Plat Book 7, at Page 49, of the Public Records of Dade County, Florida. And The South 30.57 feet of Lot "A", of O.J. POWELL SUBDIVISION according to the Plat thereof, as recorded in Plat Book 41, at Page 26, of the Public Records of Dade County, Florida. Containing a total of 9,193 square feet, more or less for both sites. (b) Street Addresses: 207 NE 59th Street and 5911 NE god Avenue, Miami, Florida 2. PURCHASE PRICE The Purchaser agrees to pay and the Seller agrees to accept for the Properties the sum of Four Hundred Eleven Thousand Dollars ($411,000.00) (the "Purchase Price"). The appraisal of the two Properties total Two Hundred Seventy Six Thousand Dollars ($276,000.00). The Purchase Price exceeds the appraisal by One Hundred Thirty -Five Thousand Dollars ($135,000.00). It is a condition precedent to the validity of this Agreement and its execution by the City Manager that the City Commission of the City of Miami approve this Agreement by a 415th vote of its members, failing such approval this Agreement shall be automatically null and void without the necessity of further action by either party. The Purchase Price, as it may be adjusted, will be payable as follows: #l71 X!In (a) Deposit: Within sixty (60) days of the Effective Date as defined herein, the Purchaser shall pay to (the '`Escrow Agent") One Thousand Dollars ($1,000.00) as a deposit (the "Deposit"). The Deposit shall be held by the Escrow Agent in an interest bearing account, with interest accruing to Purchaser, unless the Deposit is disbursed to the Seller upon Purchaser's default. At Closing, the Deposit and all interest earned thereon, 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 herein. (b) Closing Payment: At Closing, the Deposit, plus the balance of the Purchase Price, adjusted by adjustments, credits, prorations, or as otherwise provided in 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. CONDITIONS PRECEDENT TO CLOSING, PERFORMANCE BY SELLER. (a) As a condition precedent to Closing, but not later than the expiration date of the Investigation Period, as defined in Section 4 (b) below, the Seller shall have fully performed, at its sole cost and expense, and provided Purchaser evidence of completion of the following undertakings: (i) If Purchaser requires federal funds to purchase the Properties, Seller shall demonstrate to the reasonable satisfaction of the Purchaser, compliance with all applicable federal. State and local laws, . regulations or requirements which may include, but shall riot be limited to: a) the Relocation of Displaced Persons Act as is provided in § 421.55, Florida Statures (2002), incorporating by reference Pub. L. No. 100-17, the Surface Transportation and Uniform Relocation Assistance Act of 1987, as adopted by the U.S. Congress and b) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970("URA") (42 U.S.C. 4601, et. seq.) and Section 104 (d) of the Housing and Community Development Act of 1974 (42 U.S.C. 5304(d)) which apply to any HUD funded grants, loan, contribution, and certain HUD loan guarantee programs, as may be amended from time to time. (ii) The Properties shall be vacant of all tenants and the Properties shall be free of debris. (b) Seller shall warrant to Purchaser that, at the time of closing, there are no parties in possession of the Properties other than Seller, and that there are no oral or written leases, options to purchase, or contracts for sale covering all or part of the Properties. Seller shall further warrant that there are no parties having ownership of improvements on the Properties and no parties having any interest in the Properties. Seller represents and warrants that it has previously furnished to the City copies of any written leases, options for purchase, rights of first refusal, 2 contracts for sale, estoppel letters for each Tenant, and cancellation, discharge or extinguishment of same. (c) In the event that any one of the foregoing conditions is not satisfied on or before the expiration date of the Inspection Period, the Purchaser shall have the right, in its sole discretion, to (i) terminate this Agreement, whereupon the Escrow Agent shall immediately deliver to Purchaser the Deposit and the parties shall be relieved of all further responsibilities and obligations hereunder, or (ii) extend the Closing Date by not more than thirty (30) days to allow the Seller to comply with the conditions precedent. 4. 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 Properties or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Properties or adjacent property; or (iii) would constitute a trespass if it emanated or migrated from the Properties. 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 Properties, or the use of the Properties, 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) Inspection Period: 3 Purchaser, its employees, agents, consultants and contractors shall have a period of Sixty (60) 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 Properties. Said inspections may include, but are not limited to 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 Properties and to perform certain work or inspections in connection with such evaluation (the "Inspections") after giving the Seller reasonable notice prior to each test performed. The Purchaser, at its sole option, may extend the Investigation Period for an additional two (2) months if based upon the results of the testings, additional testing is warranted. For the purpose of conducting the Inspection, Seller hereby grants to Purchaser and its consultants and agents or assigns, full right of entry upon the Properties 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 Properties by the Seller, its employees, officers, agents and tenants. (c) 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 filed against the Properties as a result of any actions taken by or on behalf of Purchaser in connection with the inspection of the Properties; (ii) immediately repair and restore the Properties to its condition existing immediately prior to the Inspection Period; and (iii) to the extent permitted, and subject to the limitations afforded governmental agencies by law, indemnify, defend and hold harmless Seller, its employees, officers and agents, from and against all claims, damages or losses incurred to the Properties, or anyone on the Properties as a result of the actions taken by the Purchaser, any of its employees, agents, representatives or contractors, with respect to the inspection of the Properties, provided, however, Purchaser shall not be liable for the negligence or misconduct of Seller, its employees, officers and agents, or anyone employed by any of them. Prior to Purchaser entering upon the Properties for purposes of commencement of the Inspections, Purchaser shall furnish to Seller the policy or policies of insurance or certificates of insurance, protecting the Purchaser, 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 Properties or in connection with the Inspections. 4 (d) Remedies/Right of Termination: If Purchaser is dissatisfied with the condition of the Properties, for whatever reason, during the Investigation Period, then Purchaser may terminate this Agreement by giving written notice to Seller of its election to terminate not later than the last day of the Inspection Period, whereupon (i) all property data and all studies, analysis, reports and plans respecting the Properties 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 provided in this Agreement, the parties shall thereupon be relieved of any and all further responsibilities and obligations under this Agreement; and (iii) Purchaser shall be refunded the Deposit and all interest earned. (e) Waiver and Release: In the event that Purchaser does not elect to cancel this Agreement, Purchaser acknowledges and agrees that the sale of the Properties as provided for herein is made on an "AS IS" condition and basis with all faults. (f) Seller's Representations Regarding Lack of Knowledge of Environmental Conditions: Seller represents and warrants to Purchaser that, to the best of Seller's knowledge but without making independent inspection or inquiry: (i) The Properties are presently free from contamination by Hazardous Materials, and the Properties and the activities conducted thereon do not pose any significant hazard to human health or the environment or violate any applicable Environmental Laws. There is no evidence of any existing release of Hazardous Materials at the Properties. (ii) There has been no generation, treatment or storage of any Hazardous Materials at the Properties nor any activity at the Properties which could have produced Hazardous Materials. (iii) There are no surface impoundments, lagoons, waste piles, Iandfills, injection wells, underground storage areas, tanks, storage vessels, drums, containers or other man-made facilities which may have accommodated Hazardous Materials on the Properties. Neither Seller nor any third persons have stored, placed, buried or released Hazardous Materials on the Properties, including the soil, surface water and ground water. (iv) There has been no treatment, storage or release of any Hazardous Materials on land adjacent or near to the Properties which may constitute a risk • 5 of contamination of the Properties or surface or ground water flowing to the Properties. (v) No inspection, audit, inquiry or other investigation has been or is being conducted by any governmental agency or other third person with respect to the presence or discharge of Hazardous Materials at the Properties or the quality of the air, or surface or subsurface conditions at the Properties. Seller has received no notice that any such inspection, audit, inquiry or investigation is pending or proposed, nor has Seller or any previous owner of the Properties received any warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice alleging that Hazardous Materials have been stored or released at the Properties or that conditions on the Properties are in violation of any Environmental Laws. 5. TITLE EVIDENCE AND SURVEY Within five (5) days of the Effective Date, Seller shall deliver to Purchaser such title policy(ies), title commitments, abstract of title, or other evidence of title and such survey(s) of the Properties as Seller May have in its possession or of which it may have knowledge. Purchaser shall be responsible for obtaining, at its sole cost, (i) a commitment for title insurance, from a recognized title insurance company authorized to issue title insurance in the State of Florida, agreeing to insure Purchaser's title, free of all exceptions, except those that may be accepted by Purchaser, together with all corresponding title documents, and (ii) a survey of the Properties showing the Properties to be free of encroachments or conditions that, in Purchaser's sole discretion, would affect its proposed sue of the Properties. Purchase shall have a period equal to the Inspection Period in which to obtain and examine the survey and the title commitment and submit to the Seller its objections (the "Title Defect"). Seller shall have a period of sixty (60) calendar days after its receipt of Purchaser's notice in which to cure the Title Defect. Seller shall use good faith efforts to cure any Title Defect. If Seller shall be unable to convey title to the Properties according to provisions of this Agreement, Purchaser may: (i) elect to accept such title that Seller may be able to convey, with no reduction in Purchase Price; or (ii) terminate this Agreement, in which case the Deposit and all interest earned thereon shall be returned by Escrow Agent to Purchaser. Upon such refund, this Agreement shall be null and void and the parties hereto shall be relieved of all further obligation and liability, and neither party shall have any further claims against the other. 6. CLOSING DATE Unless otherwise extended by other provisions of this Agreement, closing shall take place within Nine months (9) months after the Effective Date, at a mutually agreeable time (the "Closing") at the City of Miami, Department of Economic Development located at 444 SW 2 Avenue, Suite 325, Miami, Florida or at such other location within the City of Miami that the Purchaser may designate in writing by affording a notice to 6 Seller as provided herein. The parties may, subject to mutual written agreement, establish an earlier or extend the date for Closing. 7. CLOSING DOCUMENTS (a) Seller's Closing Documents: At Closing, Seller shall execute and/or deliver to Purchaser the following documents, in form and substance acceptable to the Purchaser's City Attorney: (1) Statutory Warranty Deed; (2) A Closing Statement; (3) A Seller's Affidavit and a Non -Foreign Affidavit; (4) A Bill of Sale for all personal property and fixtures on the Properties; (5) Evidence of compliance with the Conditions Precedent. (6) Such other documents as are necessary to fully authorize the sale of the Properties and the execution of all closing documents; (7) An affidavit reaffirming the warranties and representations set forth herein and certifying compliance with all Conditions Precedent. (b) Purchaser's Closing Documents: At Closing, Purchaser shall execute and deliver to Seller the following: Closing Statement; Such documents as are necessary to fully authorize the purchase of the Properties and the execution of all closing documents; Such other documents as are necessary to authorize the purchase of the Properties and the execution of all closing documents. (c) Other Contract Documents: Seller acknowledges that the Properties are being acquired by a governmental agency and that the transaction may be subject to certain federal, state and local requirements, which include reporting and disclosure of information. Seller agrees to comply with the public disclosure and inspection requirements under Chapter 119, Florida Statutes, disclosure of beneficial interests under Section 286.23, Florida Statutes, certification regarding conflict of interest under Chapter 112, Florida Statutes, Chapter 2 of the Miami City Code and §2-11-1 of the Miami -Dade County Code, certification regarding Public Entity Crimes under Section 287.133, Florida Statutes, and in connection therewith, Seller agrees to execute and deliver all documents required or requested by Purchaser or any other governmental authority, including , but not limited to : (1) Conflict of Interest and Non- Collusion Affidavit; and (2) Sworn Disclosure of Beneficial Interests in Seller in Seller 4 7 (3) Seller is a partnership, limited partnership, corporation, or trust, and (4) Public Entity Crime Affidavit. Additionally, if the Properties are acquired with federal funds, the Seller shall provide the Purchaser with a Receipt of Disclosures and Notices under the Uniform Relocation Assistance and Real Property Acquisition Policy Act of 1970, as amended from time to time, and Seller shall comply with such other certification or reporting requirements as may be required under the Program Regulations or applicable federal and state laws or regulations. S. 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) 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. (2) Other Taxes, Expenses, Interest, Etc: Taxes, assessments, water and sewer charges, waste fee and fire protection charges, if applicable, shall be prorated. (3) Usual and Customary: Such other items that are usually and customarily pro -rated between purchasers and sellers of properties in the area where the Properties are located. All pro -rations shall utilize the 365-day method. (b) Closing Costs: (1) Each party shall be responsible for its own attorney's fees incurred in connection with the Closing. (2) Seller shall pay all closing and recording costs incurred in connection with the sale and purchase of the Properties described in this Agreement, including, but not limited to: 9. DEFAULT (i) documentary stamps and surtax on the deed. (ii) all recording charges, filing fees payable in connection with the transfer of the Properties hereunder, or required in order to clear title. 8 (a) If this transaction does not close as a result of default by Seller, Purchaser, in addition to all other remedies available at law or in equity, shall have the right to: (i) terminate this Agreement and receive the return of the Deposit and all interest thereon; or (ii) waive any such conditions or defaults and to consummate the transactions contemplated by this Agreement in the same manner as if there had been no conditions or defaults and without any reduction in the Purchase Price and without any further claim against Seller. (b) If this transaction does not close as a result of default by Purchaser, Seller, as and for its sole and exclusive remedy, shall retain the Deposit and all interest earned thereon, as Iiquidated damages and not as a penalty for forfeiture, actual damages being difficult or impossible to measure. (c) Neither party shall be entitled to exercise any remedy for a default by the other party, except failure to timely close, until (i) such party has delivered to the other notice of the default and (ii) a period of ten calendar (10) days from and after delivery of such notice has expired with the other party having failed to cure the default or diligently pursued remedy of the default. • 9 10. RISK OF LOSS The Seller shall have all risk of loss or damage to the Properties by fire or other casualty, or acts of God, until title to the Properties are transferred to Purchaser on the Closing Date. 11. DESIGNATION OF REPRESENTATIVES Purchaser and Seller have appointed the following persons on their respective behalves to be their representatives, to wit: On behalf of Purchaser: City of Miami Department of Economic Development Keith Carswell, Director 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 Telephone No.: (305) 416-1400 Fax (305) 416-2156 With a copy to: Alejandro Vilarello, City Attorney City of Miami 444 SW 2 Avenue, Suite 945 Miami, FL 33130 12. NOTICES On behalf of Seller: Richard Buteau, CBI Capital Holdings, Inc. Telephone No.: ( ) Fax (___) 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: I0 Purchaser: Seller: Joe Arriola, City Manager City of Miami Post Office Box 330708 Miami, FL 33233-0708 Copies To; City of Miami Keith Carswell, Director Department of Economic Development 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 Alejandro Vilarello City Attorney 444 SW 2 Avenue, Suite 945 Miami, FL 33130 13. CAPTIONS AND HEADINGS Richard Buteau, CBI Capital Holdings, Inc. Telephone No.: ( ) Fax (J 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. 14. 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. 15. GOVERNING LAW This Agreement shall be governed according to the laws of the State of Florida and venue shall be in Miami- Dade County, Florida. 16. AWARD OF AGREEMENT Seller represents and warrants that it has not employed or retained any person employed by the Purchaser to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the Purchaser any fee, commission percentage, brokerage fee, or gift for the award of this Agreement. 17. CONFLICT OF INTEREST The Seller covenants that no person under its employ who presently exercises any functions or responsibilities in connection with purchase and sale of the Properties has any personal financial interest, direct or indirect, in this Agreement, except for the interest of the Seller in the sale of the Properties. The Seller is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11-1) and the State of Florida (Chapter 112, Florida Statutes), and agrees that it shall comply in all respects with the terms of said laws and any future amendments, as well as all other federal or state laws or regulations applicable to the transaction that is the subject matter of this Agreement. 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 The representations and warranties contained in this Agreement shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law. 12 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 The parties hereby knowingly, voluntarily and intentionally waive any right they may have to a trial by jury, waiver of right to file permissive counterclaims, or waiver of right to claim attorney's fees 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 verbal 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 a!1 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, the Agreement has been approved by the Miami City Commission and the Seller has been notified in writing of the approval. 13 26. AUTHORITY OF CITY MANAGER The Resolution of the City Commission of the Purchaser 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. 27. APPROVAL BY THE MIAMI CITY COMMISSION. This Purchase and Sale Agreement is subject, as a condition precedent, to the approval of the Miami City Commission. 28. THIRD PARTY BENEFICIARIES Neither Seller nor the City intends to directly or indirectly benefit a third party by this Agreement. Accordingly, therefore the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against the County based upon this Agreement. 29. BROKER'S COMMISSION The Purchase and the Seller each represent and warrant that they have dealt with no broker and Seller agrees to indemnify, hold and save harmless and defend the Purchaser, its officials and employees from any claim, demand or liability for commissions, alleged statutory or regulatory violations, breaches of contract relating to the subject matter of this Agreement, inclusive of court costs, principal, interest, made on behalf of a broker, tenant, third part y beneficiary or other person or entity. Seller agrees to pay any real estate commissions claimed in this transaction. 30. ASSIGNMENT This Agreement, or any interest therein, shall not be assigned, transferred or otherwise encumbered under any circumstances by either party without the prior written consent of the other party, which may be unreasonably refused. 14 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day and year first above written. ATTEST: "SELLER" CBI Capital Holdings, Inc., a Florida Corporation By: By: Print Name: Print Name: Richard Buteau Title: Title: President and Director STATE OF FLORIDA COUNTY OF MIAMI-DADE) BEFORE ME, the undersigned authority, personally appeared and , who first being duly sworn, depose and say that they executed the above instrument for the purposes therein expressed. SWORN TO AND SUBSCRIBED before me this day of , 2004. ( ) Personally known ( ) Produced as Identification: (NOTARY PUBLIC) SEAL Notary Public (Printed, Typed or Stamped Name) Commission No.: My Commission Expires: • 15 "BUYER" THE CITY OF MIAMI, a municipal corporation of the State of Florida Attest: By: Priscilla Thompson, City Clerk Joe Arriola, City Manager Approved as to Form and Correctness Approved as to Insurance Requirements Alejandro VilareIlo, City Attorney Dania F. Carrillo, Risk Management Administrator STATE OF FLORIDA) COUNTY OF DADE ) The foregoing instrument was acknowledged before me this day of , by Joe Arriola, as City Manager for the City of Miami, a municipal corporation of the State of Florida. I personally know him. (NOTARY PUBLIC) SEAL Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: 16