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HomeMy WebLinkAbout25093AGREEMENT INFORMATION AGREEMENT NUMBER 25093 NAME/TYPE OF AGREEMENT WEST FLAGLER ASSOCIATES LTD DESCRIPTION AGREEMENT FOR PURCHASE & SALE/425 NW 37 AVE, 435 NW 37 AVE & 445 NW 37 AVE/FILE ID: 13954/R-23- 0226/MATTER I D : 23-1341 EFFECTIVE DATE July 22, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 7/19/2024 DATE RECEIVED FROM ISSUING DEPT. 7/23/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Real Estate and Asset Management DEPT. CONTACT PERSON: NAME OF OTHER CONTRACTUAL PARTY/ENTITY: West Flagler Associates Ltd. RUSH Danny Lozano, Property Mgmt. Specialist EXT. 1469 IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: $3,479,000 FUNDING INVOLVED? ® YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: N/A. ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ® PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Execute Purchase and Sale Agreement to acquire real property located at 425 NW 35 AVE, 435 NW 37 AVE and 445 NW 37 AVE, for District 4's East Flagami Flood Mitigation (Pump Station) Project. COMMISSION APPROVAL DATE: 5/11/2023 FILE ID: 13954 ENACTMENT NO.: R-23-0226 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR (DREAM) July 11, 2024 I 14:20:02 EDT PRINT: ANDREW SIGNATURE: FREY �DocuSigned by Andm.a Fey SUBMITTED TO RISK MANAGEMENT July 11, 2024 I 14:27:17 EDT PRINT: ANN-MARIE SIGNATURE: SHARPE �DocuSigned by Fro& women) \- SUBMITTED TO CITY ATTORNEY^^ns (Matter #23-1341) ACA Gigi Soliman \J� July 12, 2024 I 15:20:08 EDT PRINT: GEORGE SIGNATURE: iJ95EE31£-21*Eq .. K. WYSONG III �DocuSigned by r RiSelnadIll APPROVAL BY ASSISTANT CITY MANAGER / CFO July 18, 2024 I 17:39:40 EDT PRINT: LARRY SIGNATURE: 8'8 E€91 8'8z1 SPRING �DocuSigned by 1,turini 5pvi4 RECEIVED BY CITY MANAGER July 19, 2024 I 14:12:06 EDT PRINT: ART For SIGNATURE: NORIEGA 1-DocuSignedby: N k Culdet40 144A '-84B700975DEA41B._ ATTESTED BY CITY CLERK July 19, 2024 1 18:54:52 EDT PRINT: TODD SIGNATURE: B. HANNON —DocuSigned by: '-E46D7560DCF1459... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami Resolution R-23-0226 Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 13954 Final Action Date: 5/11/2023 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A PURCHASE AND SALE AGREEMENT ("AGREEMENT"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI ("CITY") AND WEST FLAGLER ASSOCIATES, LTD., A FLORIDA LIMITED PARTNERSHIP ("SELLER"), FOR THE ACQUISITION OF REAL PROPERTY LOCATED AT 425 NORTHWEST 35 AVENUE, MIAMI, FLORIDA (FOLIO NO. 01-4104-023-0200), 435 NORTHWEST 37 AVENUE, MIAMI, FLORIDA (FOLIO NO. 01-4104-023-0190), AND 445 NORTHWEST 37 AVENUE (FOLIO NO. 01-4104-023-0180) (COLLECTIVELY, "PROPERTY"), FOR A PURCHASE PRICE OF THREE MILLION, FOUR HUNDRED SEVENTY-NINE THOUSAND AND 00/100 DOLLARS ($3,479,000.00); FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY TO EFFECTUATE SAID ACQUISITION; ALLOCATING FUNDS THE DISTRICT 4 COMMISSIONER'S SHARE OF THE MIAMI FOREVER LIMITED AD VALOREM BOND FUNDS FOR SEA LEVEL RISE MITIGATION AND FLOOD PREVENTION PROJECTS, SPECIFICALLY EAST FLAGAMI FLOOD MITIGATION (PUMP STATION) PROJECT, PROJECT NO. 40-B223801, IN AN AMOUNT NOT TO EXCEED THREE MILLION, FIVE HUNDRED FIFTY-FOUR THOUSAND AND 00/100 DOLLARS ($3,554,000.00), TO COVER THE COST OF SAID ACQUISITION, INCLUSIVE OF THE COST OF SURVEY, ENVIRONMENTAL REPORTS, TITLE INSURANCE, DEMOLITION, SECURING THE PROPERTY, PROJECT SIGNAGE AND RELATED CLOSING COSTS ASSOCIATED WITH SAID ACQUISITION, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. SPONSOR(S): Commissioner Manolo Reyes WHEREAS, the City of Miami ("City") wishes to acquire the real property located at 425 Northwest 35 Avenue, Miami, FLORIDA (Folio No. 01-4104-023-0200), 435 Northwest 37 Avenue, Miami, Florida (Folio No. 01-4104-023-0190), and 445 Northwest 37 Avenue, Miami, Florida (Folio No. 01-4104-023-0180) (collectively, "Property"); and WHEREAS, West Flagler Associates, Ltd., a Florida Limited Partnership ("Seller"), has agreed to enter into a Purchase and Sale Agreement ("Agreement") with the City to convey the Property to the City for a purchase price of Three Million, Four Hundred Seventy -Nine Thousand and 00/100 Dollars ($3,479,000.00) ("Purchase Price"); and WHEREAS, pursuant to Section 166.045(b), Florida Statutes, titled "Proposed Purchase of Real Property by Municipality; Confidentiality of Records; Procedure," for each purchase in an City of Miami Page 1 of 3 File ID: 13954 (Revision:) Printed On: 5/15/2023 File ID: 13954 Enactment Number: R-23-0226 amount in excess of Five Hundred Thousand and 00/100 Dollars ($500,000.00), the governing body shall obtain at least two (2) appraisals by appraisers approved pursuant to Section 253.025, Florida Statutes; and WHEREAS, the City obtained two (2) appraisal reports from licensed State of Florida certified appraisers stating that the average appraised value of the Property is at least the Purchase Price; and WHEREAS, the City's total cost for the acquisition of the Property shall not exceed Three Million, Five Hundred Fifty -Four Thousand and 00/100 Dollars ($3,554,000.00), which is inclusive of the Purchase Price as well as all closing costs and related costs pertaining to the acquisition; and WHEREAS, as part of the acquisition of the Property, the Seller will assign to the City the lease for the outdoor advertising billboard ("Billboard") currently on the Property; and WHEREAS, as part of the assignment of the Billboard lease, all maintenance and liability relating to the operation of the Billboard shall remain with the tenant of the Billboard lease at tenant's sole cost and expense, and the Billboard shall be removed at tenant's sole expense upon the termination of the lease on April 30, 2024; and WHEREAS, funds for the acquisition of the Property, including the Purchase Price and all closing costs and related costs, shall be allocated from the District 4 Commissioner's share of the Miami Forever Limited Ad Valorem Bond funds for Sea Level Rise Mitigation and Flood Prevention projects, specifically East Flagami Flood Mitigation (Pump Station) Project, Project No. 40-B223801; and WHEREAS, such allocation shall be in compliance with all applicable Federal, State of Florida ("State"), local, and City laws, rules, and regulations for affordable housing projects, including but not limited to the City's Tranche 2 Sea Level Rise Mitigation and Flood Prevention projects, the Tranche 2 Sea Level Rise Mitigation and Flood Prevention projects Intent to Reimburse Resolution No. R-21-0504 adopted December 9, 2021, and the Tranche 2 Miami Forever Limited Ad Valorem Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is authorized' to negotiate and execute the Agreement, in a form acceptable to the City Attorney, between the City and the Seller, for the acquisition of the Property, for the Purchase Price. Section 3. The City Manager is further authorized1 to negotiate and execute all other necessary documents, including, but not limited to, amendments, modifications, assignments, assumptions, and transfers, in a form acceptable to the City Attorney, as may be necessary to effectuate said acquisition. 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions. City of Miami Page 2 of 3 File ID: 13954 (Revision:) Printed on: 5/15/2023 File ID: 13954 Enactment Number: R-23-0226 Section 4. The City Manager shall allocate and appropriate necessary funds in an amount not to exceed Three Million, Five Hundred Fifty -Four Thousand and 00/100 Dollars ($3,554,000.00), for the costs of acquisition, including without limitation, the Purchase Price, cost of survey, environmental reports, title insurance, demolition, securing the property, project signage, and all closing costs associated with said acquisition, allocating funds from the District 4 Commissioner's share of the Miami Forever Limited Ad Valorem Bond funds for Sea Level Rise Mitigation and Flood Prevention projects, specifically East Flagami Flood Mitigation (Pump Station) Project, Project No. 40-B223801, subject to compliance with all applicable Federal, State of Florida ("State"), local, and City laws, rules, and regulations for affordable housing projects, including but not limited to the City's Tranche 2 Sea Level Rise Mitigation and Flood Prevention projects, the Tranche 2 Sea Level Rise Mitigation and Flood Prevention projects Intent to Reimburse Resolution No. R-21-0504 adopted December 9, 2021, and the Tranche 2 Miami Forever Limited Ad Valorem Bonds. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: "nd-L1 e , City Attor ey 5/2/2023 City of Miami Page 3 of 3 File ID: 13954 (Revision:) Printed on: 5/15/2023 AGREEMENT FOR PURCHASE AND SALE THIS PURCHASE AND SALE AGREEMENT, ("Agreement") is made and entered into this 22 day of July , 2024 ("Effective Date") by and between West Flagler Associates Ltd., a Florida limited partnership, whose mailing address is P.O Box 350940, Miami, Florida 33135 ("Seller") and the City of Miami, a municipal corporation of the State of Florida, with offices at 444 Southwest 2nd Avenue, Miami, Florida 33130-1910 ("Purchaser"). Seller and Purchaser are sometimes individually referred to as a "Party" and collectively as the "Parties". The Parties hereby agree that Seller shall sell and Purchaser shall buy the following property upon the following terms and conditions: 1. DESCRIPTION OF PROPERTY A. Street Address: 425 NW 37 AVE (Folio No. 01-4104-023-0200), 435 NW 37 AVE (Folio No. 01-4104-023-0190) and 445 NW 37 AVE (Folio No. 01-4104- (123-0180), Miami, Florida (collectively, the "Property") Folio Numbers.: 01-4104-023-0200; 01-4104-023-0190; 01-4104-023-0180 Legal Description: See Exhibit A attached hereto and made part hereof. 2. PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay and the Seller agrees to accept the sum of Three Million Four Hundred Seventy -Nine and No/100 Dollars ($3,479,000.00) ("Purchase Price") as the purchase price for the Property. The Purchase Price, as it may be adjusted, will be payable as follows: (a) Deposit: Within five (5) calendar days of the Effective Date as defined herein, the Purchaser shall pay to Sanchez-Galarraga, P.A., 1313 Ponce de Leon Boulevard, Suite 301, Coral Gables, Florida 33134, Jorge Sanchez-Galarraga, jsg(&,,sgpalaw.com ("Escrow Agent") an amount equal to One Hundred Seventy -Four Thousand Dollars ($174,000.00) as a deposit ("Deposit"). The Deposit shall be held by the Escrow Agent in a non -interest bearing account, unless the Deposit is disbursed to the Seller upon Purchaser's default. At Closing, the Deposit shall be delivered by the Escrow Agent to the Seller and credited against the Purchase Price. The Deposit is non-refundable except in the event Purchaser terminates this Agreement as provided herein. Page 1 of 21 76397027;5 (b) Closing Balance: 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 a wire transfer. 3. CONDITIONS PRECEDENT TO CLOSING The Purchaser represent to Seller that the City Commission of the City of Miami has approved this Agreement and its execution by the City Manager. As a condition precedent to CIosing (as hereinafter defined), the Seller shall have fully performed, at its sole cost and expense, and provided Purchaser evidence of completion of the following undertakings (only those selected shall be deemed applicable to this Agreement): ❑ If Purchaser requires federal funds to purchase the Property, Seller shall demonstrate to the reasonable satisfaction of the Purchaser, compliance with all applicable Federal, State and local Iaws, regulations or requirements which may include, but shall not be limited to: a) the Relocation of Displaced Persons Act as is provided in §421.55, Florida Statutes (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. ❑ Seller must comply with the applicable provisions of the Florida Mobile Home Act (§723.001, et. seq., Fla. Stat.) including, without limitation, notice requirements and reimbursements from the Florida Mobile Home Trust Fund, if applicable. E Seller must comply with a Relocation Plan, acceptable to Purchaser, in its reasonable discretion, which shall be implemented by a consultant acceptable to the Purchaser. El Property shall be vacant and all existing structures shall have been demolished and removed, and the Property shall be free of debris. E Seller shall vacate any and all tenants at the Seller's sole cost and expense prior to Closing. Seller shall warrant to Purchaser that, at the time of Closing, there are no parties in possession of the Property 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 Property. Seller shall further warrant that there are no parties having ownership of improvements on the Property and no parties having any Page 2 of 21 76397 027:5 interest in the Property. Seller represents and warrants that it has previously furnished to Purchaser copies of any written leases, options for purchase, rights of first refusal and contracts for sale affecting the Property. In the event that any one of the foregoing conditions is not satisfied on or before the Closing Date, 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 ninety (90) days to allow the Seller to comply with the conditions precedent or (iii) proceed to closing and waive satisfaction of the unsatisfied conditions precedent. 4. INSPECTIONS & ENVIRONMENTAL MATTERS A. Definitions For purposes of this Agreement: The term "Hazardous Materials" shall mean any substance, which is or contains (A) any "hazardous substance" as now 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 defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et seq.) (RCRA); (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) are now classified or considered to be hazardous or toxic under Environmental Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (iii) would constitute a trespass if it emanated or migrated from the Property. The term "Environmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders and decrees, now or hereafter enacted, promulgated, or amended of the United States, the states, the counties, the municipalities, or any other political subdivision, agency or instrumentality exercising jurisdiction over the Seller or the Purchaser, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, groundwater, land or soil). B. "As -Is" Purchaser; Disclaimer as to Environmental Matters Page 3 of 21 76397027;5 THE PROPERTY IS BEING SOLD IN AN "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" AS OF THE EFFECTIVE DATE AND OF CLOSING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY PARTNER, OFFICER, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER AS TO (I) THE CONDITION OR STATE OF REPAIR OF THE PROPERTY; (II) THE COMPLIANCE OR NON-COMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAWS, REGULATIONS OR ORDINANCES (INCLUDING, WITHOUT LIMITATION, ANY APPLICABLE ZONING, BUILDING OR DEVELOPMENT CODES); (III) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (IV) ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE OF REPAIR, COMPLIANCE, VALUE, EXPENSE OF OPERATION OR INCOME POTENTIAL OF THE PROPERTY OR ANY PORTION THEREOF; (V) WHETHER THE PROPERTY CONTAINS ASBESTOS OR HAZARDOUS MATERIALS OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME; (VI) ANY ENERGY STAR RATING, LEED CERTIFICATION, OR SIMILAR STATE, FEDERAL, LOCAL, OR PRIVATE RATING OR CERTIFICATION; OR (VII) ANY OTHER MATTER IN ANY WAY RELATED TO THE PROPERTY. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT. Purchaser waives its right to recover from, and forever releases and discharges Seller, Seller's affiliates, Seller's investment advisor and manager, the members, partners, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns (collectively, the "Releasees") from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys' fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, "Claims"), that may arise on account of or in any way be connected to the title of the Property, the physical condition thereof, or any law or regulation applicable thereto (including, without limitation, Environmental Requirements). Without limiting the foregoing, Purchaser, upon Closing, shall be deemed to have waived, relinquished and released Seller and all other Releasees from any and all Claims, matters arising out of latent or patent defects or physical conditions, violations of applicable laws (including, without limitation, any Environmental Requirements) and any and all other acts, events, circumstances or matters affecting the Property. Purchaser acknowledges and agrees that the purchase and sale of the Property shall be as - is where is in all respects, and Seller has not made, does not make and specifically negates and disclaims any representations, warranties (other than the limited warranty of title as set out in the warranty deed), promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, (past, present, or future) of, as to, concerning or with respect to environmental matters with reference to the Property, including, but not limited to: (a) the value, nature, quality or condition of the Property, including, without Page 4 of 21 76397027,5 limitation, the water, soil and geology, (b) the compliance of or by the Property, or its operation with any Environmental Requirements, (c) any representations regarding compliance with any environmental protection, pollution or land use, zoning or development of regional impact laws, rules, regulations, orders or requirements, including the existence in or on the Property of Hazardous Materials. Purchaser further acknowledges and agrees that it is being given the opportunity to inspect the Property, and all documents that may exist in the public records of the state, county and/or city relating to the environmental condition of the Property as part of this Agreement and that Purchaser is not relying solely upon any documents or representations made by or on behalf of Seller, but that Purchaser is responsible to conduct its own investigation of the Property. Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. Seller is not liable or bound in any matter by any verbal or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any agent, employee, servant or other person. This Section 4.B shall survive the Closing and may be incorporated into the closing documents. C. Inspection Period i. Property Inspection: Purchaser, its employees, agents, consultants, and contractors shall have a period of thirty (30) calendar days from the Effective Date ("Property Inspection Period") in which to undertake at Purchaser's expense, such inspection. In the event that the Property is not acceptable to Purchaser following the Property Inspection or if the Property does not appraise for the purchase price set forth in the Agreement, Purchaser may, at Purchaser's sole discretion, elect to terminate this Agreement by delivering written notice of such election to Seller prior to the expiration of the Property Inspection Period and receive the return of the Deposit and all interest thereon, if any. ii. Environmental Inspection: Purchaser, its employees, agents, consultants and contractors shall have a period of thirty (30) calendar days from the Effective Date (the "Environmental Investigation Period") in which to undertake at Purchaser's expense, such physical inspections and other non -intrusive investigations of and concerning the Property including surveys, soil borings, percolation, engineering studies, environmental tests and studies and other tests as Purchaser considers necessary for Purchaser and its consultants to perform certain work or inspections in connection with evaluation to obtain environmental clearance of the Property (the "Environmental Inspection") after giving the Seller reasonable notice of twenty-four (24) hours prior to each test performed. If based upon the results of the Phase I report, additional testing is warranted, the Page 5 of 21 76397027;5 Purchaser, at its sole option, may extend the Environmental Investigation Period for an additional thirty (30) calendar days, in which to undertake at Purchaser's expense, a Phase II environmental audit. For the purpose of conducting the Environmental Inspection, Seller hereby grants to Purchaser and its consultants and agents or assigns, full right of entry upon the Property during the Environmental Inspection Period through the Closing Date provided that notice of entry must be provided and entry onto the Property must be coordinated with Seller's agent. The right of access herein granted shall be exercised and used by Purchaser, its employees, agents, representatives and contractors in such a manner as not to cause any material damage or destruction of any nature whatsoever to, or interruption of the use of the Property by the Seller, its employees, officers, agents and tenants. In the event that the Property is not acceptable to Purchaser following the Phase I Environmental Site Assessment, Purchaser may, at Purchaser's sole discretion, elect to terminate this Agreement by delivering written notice of such election to Seller prior to the expiration of the Environmental Inspection Period and receive the return of the Deposit and all interest thereon, if any. If Purchaser determines that the Property is not suitable due to issues identified in the environmental inspections, Purchaser shall notify Seller on or prior to the expiration of the Environmental Investigation Period, and Purchaser shall provide any reports, testing results, etc. underlying Purchaser's decision not to purchase the Property for environmental reasons. D. Inspection Indemnity, Insurance and Releases Notwithstanding anything contained in this Agreement to the contrary, as consideration for the Seller granting a continuing right of entry, the Purchaser hereby specifically agrees to: (i) keep the Property free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Purchaser or Purchaser's Agents with respect to any inspection or testing of the Property and immediately pay or cause to be removed any liens filed against the Property as a result of any actions taken by or on behalf of Purchaser in connection with the inspection of the Property; (ii) repair and restore the Property to its pre -inspection condition with respect to any damages caused by the inspection; (iii) to the extent allowed by Florida Statute §768.28, Purchaser shall not be liable for the negligence or intentional misconduct of Seller, its employees, officers and agents; and (iv) indemnify, defend, and hold Seller free and harmless from any loss, injury, damage, claim, lien, cost or expense, including attorneys' fees and costs, arising out of Purchaser's or its agent's inspection of the Property, or otherwise from the exercise by Purchaser or Purchaser's agents of the right of access on the Property. The provisions of this indemnity shall survive the Closing or the termination of this Agreement. The City of Miami operates a self-insurance program, subject to and limited by Section 768.28, Florida Statutes or further applicable law. If any specific insurance policy or coverage is required by either party per the terms contained herein, such will be subject to review and approval by the City of Miami Department of Risk Management. However, the City of Miami shall be responsible for any destructive testing it may perform on the Property prior to Closing, as further described herein. Notwithstanding the foregoing, Purchaser agrees that, in making any physical or Page 6 of 21 76397027; 5 environmental inspections of the Property, Purchaser and all of Purchaser's agents entering onto the Property shall carry not less than $2,000,000 in the aggregate and $1,000,000 per occurrence of commercial general liability insurance insuring all activity and conduct of Purchaser and such representatives while exercising such right of access and naming Seller as an additional insured. Purchaser represents and warrants that it carries not less than $2,000,000 in the aggregate and $1,000,000 per occurrence of commercial general liability insurance with contractual liability endorsement which insures Purchaser's indemnity obligations hereunder, and will provide Seller with written evidence of same prior to entry on the Property. Except in the event a lawsuit or other claim is filed against the Seller or in the event of the default by Purchaser under this Agreement beyond any applicable cure period, in consideration of the Purchaser's purchase of this Property in "as is" condition at a Purchase Price, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Seller, the Seller, her heirs, representatives, successors and assigns do hereby release, acquit, discharge, and forever covenant not to sue the Purchaser, its officers, employees, successors and assigns from all actions, causes of action, demands, damages, liabilities, costs, attorneys' fees, expenses and compensation in any way growing out of all known and unknown conditions of the Property herein being sold, whether such conditions be known or unknown on the date of execution of this Agreement, or of a past, present or future nature. It is agreed that the consideration herein being paid to the Seller is for discharge of all such claims or actions, and that the Seller has carefully read this subsection and knows of its contents and agrees to same knowingly and voluntarily. This release and discharge shall survive the cancellation, closing or full performance of this Agreement, as applicable. Notwithstanding anything to the contrary set forth in this paragraph to the contrary, the terms of the waivers and releases described in this paragraph shall not preclude Seller from suing Purchaser for its negligence, willful misconduct or breach of this Agreement or from raising, in defense of any third party claims made against the Property or Seller after Closing which relate to conditions first existing, or actions taken, during the period of Purchaser's ownership of the Property, the fact that Seller was not the owner of the Property at the time such third party claim arose. Except in the event a lawsuit or other claim is filed against the Seller or in the event of the default by Purchaser under this Agreement beyond any applicable cure period, Seller further waives, releases, discharges, and forever covenants not to initiate a lawsuit against Purchaser, its officers and employees from any and all claims, causes of action, demands, costs, expenses or compensation, direct or indirect, known or unknown, foreseen or unforeseen which Seller or any of its heirs, successors or assigns now has or which may arise in the future on account or in any way related to or in connection with any present, past or future physical characteristic of the Property, including, without limitation, any Hazardous Materials in, at, on, under or related to the Property, or any past violation, violation, potential or future violation or any environmental requirement applicable thereto. [n addition, Seller, its heirs, successors and assigns specifically waive all current and future claims against Purchaser, its heirs, successors and assigns arising under CERCLA, RCRA, Chapters 376 and 402, Florida Statutes, as amended, and any other federal, state, or county law or regulation relating to Hazardous Materials in, on, or under the Property. This waiver, release and covenant shall survive the full performance, closing or termination of this agreement, as applicable. Notwithstanding anything to the contrary set forth in this paragraph to the contrary, the terms of the waivers and releases described in this paragraph Page 7 of 21 76397027,5 shall not preclude Seller from suing Purchaser for its negligence, willful misconduct or breach of this Agreement or from raising, in defense of any third party claims made against the Property or Seller after Closing which relate to conditions first existing, or actions taken, during the period of Purchaser's ownership of the Property, the fact that Seller was not the owner of the Property at the time such third party claim arose. E. Waiver and Release In the event that Purchaser does not elect to cancel this Agreement, Purchaser acknowledges and agrees that to the maximum extent permitted by law, the sale of the Property as provided for herein is made on an "AS IS" condition and basis with all faults. 5. TERMINATION Purchaser shall have the right to cancel the Agreement at any time during the Property Inspection Period, for any reason, by giving Seller written notice of its intent to cancel prior to the expiration of the Property Inspection Period. In the event of termination by Purchaser, the Escrow Agent shall, within ten (10) calendar days of the termination, return to the Purchaser the Deposit, except to the extent necessary to secure the performance of any obligations of Purchaser that survive the termination of this Agreement. 6. TITLE EVIDENCE & SURVEY Within five (5) calendar 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 Property as Seller may have in its possession. 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 Property showing the Property to be free of encroachments or conditions that, in Purchaser's sole discretion, would affect its proposed use of the Property. Purchaser shall until five (5) business days prior to the expiration of the Property Inspection Period to obtain and examine the survey and the title commitment and submit to the Seller written notice of its objections to any materially adverse matters shown therein ("Title Objections"). In the event Seller is unable or unwilling to eliminate or modify all of the Title Objections, Seller shall so notify Purchaser in writing no less than five (5) business days after receipt of Purchaser's Title Objections, and Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller prior to the expirations of the Property Inspection Period. Seller's failure to respond to Purchaser's Title Objection shall be deemed to be an election not to cure the Title Objections. Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any Title Objections, and Seller shall not be deemed to have any obligation to cure unless Seller Page 8 of 21 76397027,5 expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Closing Date and which recites that it is in response to the Purchaser's notice of Title Objections. Purchaser's sole right with respect to any Title Objection shall be to elect on or before the Property Inspection Period to terminate this Agreement and to receive a refund of the Deposit. All matters shown on the title commitment and/or any survey with respect to which Purchaser fails to give a notice of Title Objections on or before the last date for so doing, or with respect to which a timely notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be approved by Purchaser. 7. CLOSING DATE The closing of the transaction contemplated by this Agreement (the "Closing") shall take place on the date that is one hundred twenty (120) days after the Effective Date (the "Closing Date") pursuant to an "escrow closing" by mail with the Escrow Agent. The Parties may, subject to mutual written agreement, establish an earlier date for Closing. Notwithstanding the foregoing, in the event the Seller elects to satisfy any title objections pursuant to the terms of Section 6 hereof, then Seller shall have the right to extend the Closing Date set forth herein. S. CLOSING DOCUMENTS A. Seller's Closing Documents: At Closing, Seller shall execute and deliver to Purchaser the following documents, if applicable, in form and substance acceptable to the Purchaser's City Attorney and Seller: (1) A Warranty Deed subject to zoning ordinances and other governmental regulations, 2024 property taxes, and all matters of Public Record; (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 Property; and (5) Such documents as are necessary in the opinion of the Purchaser to fully authorize the sale of the Property and consummate the transaction contemplated hereby. Page 9 of 21 76397027.5 B. Purchaser's Closing Documents: At Closing, Purchaser shall execute and.'or deliver to Seller the following: (1) Closing Statement; and (2) Such documents as are necessary in the opinion of the Seller to fully authorize the sale of the Property and consummate the transaction contemplated hereby. C. Other Contract Documents: Seller acknowledges that the property is 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 (as may be applicable), 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; (2) Sworn Disclosure of Beneficial Interests in Seller; (3) Public Entity Crime Affidavit; 9. CLOSING COSTS AND ADJUSTMENTS At Closing, the following items shall be borne, adjusted, prorated or assumed by or between Seller and Purchaser as follows: A. Adjustments and Prorations: i. Certified/Pending Liens: Certified, confirmed and ratified governmental liens as of the Closing Date shall be paid by Seller. Pending liens thereafter the Closing Date shall be assumed by Purchaser. ii. Other Charges, Expenses, Interest, Etc.: Taxes, assessments, water and sewer charges, waste fee and fire protection/life safety, utility connection charges, if applicable, and all other income and expenses of the Property shall be prorated as of the Closing Date. iii. Usual and Customary: Such other items that are usually and customarily Page 10 of 21 76397027;5 pro -rated between purchasers and sellers of properties in Miami -Dade County, Florida shall be prorated at Closing. All pro -rations shall utilize the 365-day method. B. Closing Costs i. Each party shall be responsible for its costs and attorneys' fees relating to this Agreement and the Closing. ii. Purchaser shall pay: (1) the cost of the title search, escrow fees charged by the Escrow Agent and the cost of the survey obtained by the Purchaser, if any; (2) all title insurance premiums for any owner's or lender's title insurance policies and including any premiums attributable to any endorsements requested by Purchaser or its lender; and (3) all other closing costs, expenses, charges and fees associated with the transfer of the Property and the transactions contemplated by this Agreement typically paid by a purchaser of real estate in Miami -Dade County, Florida; iii. Seller shall pay: (1) (2) documentary stamps tax and surtax; and all recording charges and;`or filing fees payable in connection with the Warranty Deed. iv. Seller and Purchaser shall each be required to pay their own Real Estate Broker Fees, if applicable. Purchaser shall not be liable for any amounts due to Seller's selling agent, unless the agent has been specifically and separately contracted by the Purchaser through the Purchaser's procurement procedure as permitted by the City of Miami Charter and Code. 10. DEFAULT 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, including specific performance, 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 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. The parties acknowledge and agree that any action for specific performance must be brought by Purchaser within sixty (60) days of the default or failure to close or shall be deemed waived, provided if such limitation on the time period to file suit is prohibited or limited by law, the time period shall be extended to the minimum limitation period allowed by law. Page 11 of 21 76397027;5 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, if any, as liquidated damages and not as a penalty for forfeiture, actual damages being difficult or impossible to measure. Purchaser and Seller agree that Seller's actual damages would be impracticable or extremely difficult to fix and that the amount of the Deposit represents the parties' reasonable estimate of such damages. The impracticability and difficulty of fixing actual damages are caused by, without limitation, the fact that the Property is unique. Given the foregoing facts, among others, Purchaser and Seller agree that liquidated damages are particularly appropriate for this transaction and the parties therefore agree that in the event that this transaction fails to close as a result of the default of Purchaser, Seller, as Seller's sole and exclusive remedy (except as otherwise expressly provided herein), is entitled to liquidated damages in the amount of the Deposit, which amount will be presumed to be a reasonable estimate of the amount of actual damages sustained by Seller because of Purchaser's breach of its obligation to purchase the Property. 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 (10) calendar days from and after delivery of such notice has expired with the other Party having failed to cure the default. 11. RISK OF LOSS The Seller shall have all risk of loss or damage to the Property by fire or other casualty, or acts of God, until title to the Property is transferred to Purchaser on the Closing Date. 12. INDEMNIFICATION & HOLD HARMLESS In consideration of the Purchaser's purchase of this property, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Seller, the Seller, hereby represents, warrants, and covenants to the Purchaser that it has not dealt with any third party in a manner that would obligate either Purchaser or Seller to pay any brokerage commission, finder's fee or other compensation due or payable with respect to the transaction contemplated hereby. Seller hereby indemnifies and agrees to protect, defend and hold the Purchaser harmless from and against any and all claims, losses, damages, costs and expenses (including attorneys' fees, charges and disbursements) incurred by Purchaser by reason of any breach or inaccuracy of the representation, warranty and agreement of Seller contained in this Section 12. Except in the event a lawsuit or other claim is filed against the Seller or in the event of the default by Purchaser under this Agreement beyond any applicable cure period, Seller further agrees to release, acquit, discharge, and forever covenant not to sue the Purchaser, its officers, employees, Page 12 of 21 76397027,5 successors and assigns from all actions, causes of action, demands, damages, liabilities, costs, attorneys' fees, expenses and compensation in any way growing out of all known and unknown conditions of the Property herein being sold, whether such conditions be known or unknown on the date of execution of this Agreement, or of a past, present or future nature, and all property damages or personal injuries which Seller may now or subsequently have at a later time. It is agreed that the consideration herein being paid to the Seller is for discharge of all such claims or actions, and that the Seller has carefully read this subsection and knows of its contents and agrees to same knowingly and voluntarily. Notwithstanding anything to the contrary set forth in this paragraph to the contrary, the terms of the waivers and releases described in this paragraph shall not preclude Seller from suing Purchaser for its negligence, willful misconduct or breach of this Agreement or from raising, in defense of any third party claims made against the Property or Seller after Closing which relate to conditions first existing, or actions taken, during the period of Purchaser's ownership of the Property, the fact that Seller was not the owner of the Property at the time such third party claim arose. THIS RELEASE AND DISCHARGE SHALL SURVIVE CANCELLATION, CLOSING OR FULL PERFORMANCE OF THIS AGREEMENT, AS APPLICABLE. 13. DESIGNATION OF REPRESENTATIVES Purchaser and Seller acknowledge that proper communication between Purchaser and Seller is essential. Accordingly, to facilitate such communication, the Purchaser and Seller have appointed the following persons on their respective behalf to be their representatives, to wit: On behalf of Purchaser: Danny Lozano, Property Mgmt. Specialist Department of Real Estate & Asset Management City of Miami 444 Southwest 2nd Avenue, 3rd Floor Miami, Florida 33130 Telephone: (305) 416-1469 Fax: (305) 416-2156 Email: dlozano: miamigov.com 14. NOTICES On behalf of Seller: Benjamin Hedrick and Jorge Delgado Akerman LLP 98 SE 7th Street, Suite 1100 Miami, Florida 33131 Telephone: (305) 982-5664 (305) 982-5506 Email: benjamin.hedrick@akerman.com jorge.delgado@akerman.com 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, email transmission or by certified mail addressed to Seller and Purchaser at the address indicated herein. Page 13 of 21 76397027,5 Attorneys for each party are authorized to give notice for such party. Such notice shall be deemed given on the day on which personally served, if by certified mail, on the fifth day after being posted or the date of actual receipt, or if by email transmission, when sent if sent on a business day prior to 5:01 pm in Eastern Time and otherwise the next business day, whichever is earlier: Purchaser: City Manager City of Miami 444 Southwest 2nd Avenue, 10th Floor Miami, Florida 33130 Email: anoriega@miamigov.com Copy To: Director Department of Real Estate & Asset Management 444 Southwest 2nd Avenue, 3rd Floor Miami, Florida 33130 Email: afrey@miamigov.com City Attorney 444 Southwest 2nd Avenue, 9'h Floor Miami, Florida 33130 Email: law@miamigov.com 15. CAPTIONS AND HEADINGS Seller: West Hagler Associates, Ltd. P.O. Box 350940 Miami, Florida 33135 Attn: Izzy Havenick Scott Savin Email: izzy@havenick.com ssavin23@gmail.com Copy To: Akerman LLP 98 SE 7`h Street, Suite 1100 Miami, Florida 33131 Attn: Benjamin Hedrick, Esq. Jorge Delgado, Esq. Email: benjamin.hedrick@akerman.com jorge.delgado@akerman.com The Section headings or captions appearing in this Agreement are for convenience only, are not part of this Agreement, and are not to be considered in interpreting this Agreement. 16. BINDING EFFECT This Agreement shall bind and inure to the benefit of the Parties hereto and their successors in interest. Purchaser may assign or pledge this Agreement only with the prior written consent of the City Manager which consent may be withheld for any or no reason whatsoever. Page 14 of 21 76397027;5 17. GOVERNING LAW; VENUE This Agreement shall be governed according to the laws of the State of Florida and venue in any proceedings shall be in Miami -Dade County, Florida. 18. 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. 19. COUNTERPARTS This Agreement may be executed in one or more counterparts and electronically, each of which shall be deemed to be an original but all of which shall constitute one and the same Agreement. The Parties hereby acknowledge and agree that electronic signatures or signatures transmitted by email in so-called "PDF" format shall be legal and binding and shall have the same full force and effect as if an original of this Agreement had been delivered. 20. 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. 21. SURVIVAL OF REPRESENTATIONS/WARRANTIES All relevant terms of this Agreement that expressly survive Closing shall survive the Closing and be enforceable by the respective Parties until such time as extinguished by law. 22. 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. Page 15 of 21 76397027,5 23. WAIVER OF TRIAL BY JURY; ATTORNEYS' FEES THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY AND/OR TO FILE PERMISSIVE COUNTERCLAIMS AND.OR TO CLAIM ATTORNEYS' FEES FROM THE OTHER PARTIES IN RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PURCHASER AND SELLER ENTERING INTO THIS AGREEMENT. 24. 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 Purchaser and by the Seller. 25. TIME IS OF THE ESSENCE Time is of the essence of this Agreement and in the performance of all conditions and covenants to be performed or satisfied by either party hereto. Whenever a date specified herein shall fall on a Saturday, Sunday or legal holiday, the date shall be extended to the next succeeding business day. 26. CONFLICT OF INTEREST If any individual member, or an employee, or an immediate family member of the Seller is also a member of any board, commission, or agency of the City, that individual is subject to the conflict of interest provisions of the City Code, Section 2-611. The Code states that no City officer, official, employee or board, commission or agency member, or a spouse, son, daughter, parent, brother or sister of such person, shall enter into any contract, transact any business with the City, or appear in representation of a third party before the City Commission. This prohibition may be waived in certain instances by the affirmative vote of 415 of the City Commission, after a public hearing, but is otherwise strictly enforced and remains effective for two years subsequent to a person's departure from City employment or board, commission or agency membership. A letter indicating a conflict of interest for each individual to whom it applies must accompany the submission of this Purchase and Sale Agreement. The letter must contain the name Page 16 of 21 76397027,5 of the individual who has the conflict; the relative(s), office, type of employment or other situation which may create the conflict; the board on which the individual is or has served; and the dates of service. 27. THIRD PARTY BENEFICIARIES Neither Seller nor the Purchaser 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 City based upon this Agreement. 28. 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 not be unreasonably refused. 29. PUBLIC RECORDS Seller understands that the public shall have access, at all reasonable times, to all documents and information pertaining to Purchaser contracts, including this Agreement, subject to the provisions of Chapter 119, Florida Statutes. Seller acknowledges and agrees that all documents sent to and from the Purchaser pursuant to this Agreement are public records and the public has a right to access all documents through public disclosure under applicable law. 30. SEVERABILITY Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unlawful, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, and the same may be deemed severable by the City, and in such event, the remaining terms and conditions of this Agreement shall remain unmodified and in full force and effect. 31. FURTHER ASSURANCES. In addition to the actions recited herein and contemplated to be performed, executed, and.'or delivered by Seller and Purchaser, Seller and Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all Page 17 of 21 76397027,5 such further acts, instruments, deeds and assurances as may be reasonably required to consummate the transactions contemplated hereby. 32. NO PERSONAL LIABILITY. No employee, member, manager, officer, director, trustee, partner or affiliate of either party, or any investment manager or other agent of Seller, shall be personally liable or responsible for any duties, obligations or liabilities of such party hereunder or in any other connection with the Property or this transaction. 33. SECTION 1031 EXCHANGE If so requested by either party, and at no cost to the non -requesting party, the other party will reasonably cooperate in completing this transaction for the requesting party so as to effect one or more like kind exchanges pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. In particular, such other party will consent to the assignment by the requesting party prior to the Closing hereunder of its rights hereunder to a "qualified intermediary" or other third party for such purposes. The foregoing notwithstanding, in connection with any such exchange, neither party shall have any obligation to acquire title to any real property nor to enter into any contract: (i) that may create or impose upon such party any obligation or negative covenant; (ii) that does not provide that the sole and exclusive remedy of any seller for a breach shall be to retain as liquidated damages the deposit paid to said seller; or (iii) that requires such party to execute any mortgage, deed of trust or similar financing instrument. It is further agreed that: (1) neither party shall assume any responsibility for the tax consequences to any other party arising out of any exchange effected pursuant to this Section; and (2) the requesting party shall indemnify and hold the other party harmless from and against any and all loss, cost, damage, expense or other liability (including reasonable attorneys' fees) that such other party may incur or suffer in the performance of its obligations under this Section. Each party reserves the right to include additional tenant in common entities which may be needed for tax/exchange purposes, provided such entities join this Agreement as a "Seller" or "Purchaser", as applicable, by amendment and assume the liability and obligations hereunder as "Seller" or "Purchaser", as applicable. 34. BROKERS. Each of Seller and Purchaser hereby represents, warrants, and covenants to the other party that it has not dealt with any third party in a manner that would obligate either Purchaser or Seller to pay any brokerage commission, finder's fee or other compensation due or payable with respect to the transaction contemplated hereby. Each of Seller and Purchaser hereby indemnifies and agrees to protect, defend and hold the other party harmless from and against any and all claims, losses, damages, costs and expenses (including attorneys' fees, charges and disbursements) incurred by such party by reason of any breach or inaccuracy of the representation, warranty and Page 18 of 21 76397027,5 agreement of Seller or Purchaser, as applicable contained in this Section 34. The provisions of this Section 34 shall survive the Closing or earlier termination of this Agreement. (Remainder of page intentionally left blank) Page 19 of 21 76397027 5 IN WITNESS WHEREOF, the Parties hereto have duly executed this Purchase and Sale Agreement, as of the day and year first above written. DocuSigned by: DocuSigned by: E46D7560DCF1459_.. Todd B. Hannon, City Clerk "PURCHASER" Executed by CITY OF MIAMI, a municipal corporation of the State of Florida For (-DocuSigned by: By: N0444 Cnid. k-W L&r�.4 B7869-5By*41 Arthur Noriega V, City Manager July 19, 2024 1 14:12:06 EDT Date: APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: DocuSigned by: Guvrr)t, L i sekl Ill 85776EyFC082466._. George K Wysong II[ City Attorney DS JMS - T ,S w71Ss Glurkr{o+r� ,-DocuSigned by: FratAkGew4c i -.27395C6318214€7 Ann -Marie Sharpe, Director Risk Management Administrator "SELLER" West Flagler Associates,, .td., a Florida limited rtry ship By: Name: SCe. i4N.i..x Title: ' c a Page 20 of 21 76397027,5 EXHIBIT "A" LEGAL DESCRIPTION Lots 1 through 8, inclusive, in Block 5, of the Twelfth Street Manors plat recorded at Plat Book 5, Page 59 of the Public Records of Miami -Dade County, Florida. Less and except any portion thereof lying and being in the public right of way.* * Seller and Purchaser believe the description of the Land in this Exhibit "A" is legally sufficient for purposes of supporting an action for enforcement of this Agreement. Notwithstanding anything to the contrary in the Agreement, Seller and Purchaser further agree and acknowledge that (i) they are familiar with the location of the Property and (ii) the legal description of the Property in the Warranty Deed to be delivered at Closing may vary slightly from the legal description in this in this Exhibit "A" and shall be the legal description set forth in the title commitment and reasonably acceptable to the Parties. Page 21 of 21 76397027;5 Olivera, Rosemary From: Lozano, Danny Sent: Tuesday, July 23, 2024 8:33 AM To: Olivera, Rosemary Cc: Maichel, Hans; Hannon, Todd; Ewan, Nicole Subject: RE: DocuSign Executed Original PSA (425-445 NW 37 AV) R-23-0226 Attachments: Docusign_Execute_PSA_to_acquire_425-445_NW_3.pdf Hi Rosemary, Attached please find the above referenced PSA package from DocuSign that is to be considered an original agreement for your records. Respectfully, 'n614v1z3 *"1°' Property Management Specialist I City of Miami Department of Real Estate & Asset Management (DREAM) 444 SW 2nd Avenue, 3rd Floor, Miami, Florida 33130 T: 305.416.1469 I dreamitb@miamigov.com From: Olivera, Rosemary <ROlivera@miamigov.com> Sent: Monday, July 22, 2024 4:49 PM To: Lozano, Danny <DLozano@miamigov.com>; Hannon, Todd <thannon@miamigov.com>; Ewan, Nicole <newan@miamigov.com> Cc: Maichel, Hans <HMaichel@miamigov.com> Subject: RE: DocuSign Executed Original PSA (425-445 NW 37 AV) - R-23-0226 Hi Danny, The City Clerk's Office can only receive one full document with the email indicating that the document is the original. We cannot receive separate documents because we are unable to determine where the pages will be placed in the document. From: Lozano, Danny <DLozano@miamigov.com> Sent: Monday, July 22, 2024 4:45 PM To: Olivera, Rosemary <ROlivera@miamigov.com>; Hannon, Todd <thannon@miamigov.com>; Ewan, Nicole <n ewa n@ m i a m igov. co m> 1 Cc: Maichel, Hans <HMaichel@miamigov.com> Subject: RE: DocuSign Executed Original PSA (425-445 NW 37 AV) - R-23-0226 Please see attached, thanks. Respectfully, Property Management Specialist I City of Miami Department of Real Estate & Asset Management (DREAM) 444 SW 2nd Avenue, 3rd Floor, Miami, Florida 33130 T: 305.416.1469 I dreamitb@miamigov.com From: Olivera, Rosemary <ROlivera@miamigov.com> Sent: Monday, July 22, 2024 4:41 PM To: Lozano, Danny <DLozano@miamigov.com>; Hannon, Todd <thannon@miamigov.com>; Ewan, Nicole <newan@miamigov.com> Cc: Maichel, Hans <HMaichel@miamigov.com> Subject: RE: DocuSign Executed Original PSA (425-445 NW 37 AV) - R-23-0226 Importance: High Hi Danny, This document is missing the document routing form reflecting all of the signature dates as well as the legislation that was attached with the original document sent for attestation. From: Lozano, Danny <DLozano@miamigov.com> Sent: Monday, July 22, 2024 11:51 AM To: Hannon, Todd <thannon@miamigov.com>; Olivera, Rosemary <ROlivera@miamigov.com>; Ewan, Nicole <newan@miamigov.com> Cc: Maichel, Hans <HMaichel@miamigov.com> Subject: DocuSign Executed Original PSA (425-445 NW 37 AV) - R-23-0226 Good morning, Please find attached a fully executed copy of the above referenced PSA from DocuSign that is to be considered an original agreement for your records. Respectfully, Nn,,,,,„7*,„.,, Property Management Specialist I City of Miami 2 Department of Real Estate & Asset Management (DREAM) 444 SW 2nd Avenue, 3rd Floor, Miami, Florida 33130 T: 305.416.1469 I dreamitb©miamigov.com 3