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HomeMy WebLinkAbout25102AGREEMENT INFORMATION AGREEMENT NUMBER 25102 NAME/TYPE OF AGREEMENT OMNI CRA, BIG BIG CANASTA LLC & 17 EAST MR. P LLC DESCRIPTION AGREEMENT FOR PURCHASE & SALE/41 NW 20TH STREET, MIAMI, FLORIDA 33127/FILE ID; 16182/CRA-R-24- 0039/MATTER ID: 24-1420 EFFECTIVE DATE July 23, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 7/25/2024 DATE RECEIVED FROM ISSUING DEPT. 7/26/2024 NOTE AGREEMENT FOR PURCHASE AND SALE T1IS PURCHASE AND SALE AGREEMENT, ("Agreement") is made and entered into this day of -(7.: L) 1 klz , 2024 by and between Big Big Canasta LLC, a Florida limited liability company, whost mailing address is 2760 North Bay Road, Miami Beach, Florida 33140, as to a seventy-five percent (75%) tenant -in -common interest, and 17 East Mr. P, LLC, a New York limited liability company authorized to transact business in Florida, whose mailing address is 2760 North Bay Road, Miami Beach, Florida 33140, as to a twenty-five percent (25%) tenant -in -common interest, as tenants in common (collectively, the "Seller") and the Omni Redevelopment District Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with offices at 1401 North Miami Avenue, Miami, Florida 33136 ("Purchaser" or "Omni CRA"). The Parties hereby agree that the Seller shall sell and the Purchaser shall buy the following property upon the following terms and conditions: DESCRIPTION OF PROPERTY Legal Description: R/S JOHNSON & WADDELLS ADD PB 6-68 LOTS 7 & 8 BLK 12 & E1/2 OF ALLEY LYG & ADJ LOT SIZE 15600 SQ FT M/L OR 16173-1832 1293 5 Folio No.: 01-3125-054-0430 Lot Size: 15,600 Sq. Ft. Street Address: 41 NW 20th Street, Miami, Florida 33127 The above -described property, hereinafter referred to as the "Property". PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay and the Seller agrees to accept the sum of Five Million Seven Hundred Ninety -Five Thousand Dollars ($5,795,000.00) ("Purchase Price"). This Purchase Price presumes that the Property contains 15,600 square feet of lot size including the vacated alley. In the event the survey to be obtained by the Purchaser at the Purchaser's sole discretion reveals that the adjusted Page 1 of 18 square footage to which Seller holds fee simple title is less than 15,600 square feet, the Purchase Price shall be adjusted to reflect a decrease in amount based on the rate of approximately $ 371.47 per square foot. In the event the square footage is more than 15,600 square feet, then the Purchase Price shall not be affected. The Purchase Price may be reduced as provided in the preceding paragraph. The Purchase Price, as it may be adjusted, will be payable as follows: (A) Deposit: Within three (3) calendar days of the Effective Date as defined herein, the Purchaser shall pay to Sanchez-Galarraga, P.A., Trust Account ("Escrow Agent") an amount equal to Thirty Thousand and 00/100 Dollars ($30,000.00), as deposit ("Deposit"). The Deposit shall be held by the Escrow Agent in an interest bearing account, with interest accruing to the Purchaser, unless the Deposit is disbursed to the Seller upon the 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 the Purchaser terminates this Agreement as provided herein. (B) Closing Payment and Balance: At Closing, the Deposit, plus 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. This Balance shall be paid by the Purchaser to the Seller in the form of cashier's check, certified check, official bank check or wire transfer. CONDITIONS PRECEDENT TO CLOSING Furthermore, as a condition precedent to Closing, but no later than the expiration date of the Inspection Period, as defined below, the Seller shall have fully performed, at its sole cost and expense, and provided the Purchaser evidence of completion of the following undertakings (only those selected shall be deemed applicable to this Agreement): ❑ If the Purchaser requires federal funds to purchase the Property, the 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 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, Page 2 of 18 loan, contribution, and certain HUD loan guarantee programs, as may be amended from time to time. ❑ The 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. ❑ The Seller must comply with a Relocation Plan, acceptable to the Purchaser, in its reasonable discretion, which shall be implemented by a consultant acceptable to the Purchaser. O The Property shall be vacant and all .existing structures shall have been demolished and removed, and the Property shall be free of debris. O The Seller shall vacate any and all tenants at the Seller's sole cost and expense prior to closing. The Seller shall warrant to the Purchaser that, at the time of closing, there are no parties in possession of the Property other than the Seller, and that there are no oral or written leases, options to purchase, or contracts for sale covering all or part of the Property. The Seller shall further warrant that there are no parties having ownership of improvements on the Property and no parties having any interest in the Property. The Seller represents and warrants that it has previously furnished to the Purchaser copies of any written leases, options for purchase, rights of first refusal, contracts for sale, estoppel letters for each tenant, and cancellation, discharge or extinguishment of same. 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 (A) terminate this Agreement, whereupon the Escrow Agent shall immediately deliver to the Purchaser the Deposit and the Parties shall be relieved of all further responsibilities and obligations hereunder, (B) extend the Closing Date by not more than forty five (45) days to allow the Seller to comply with the conditions precedent, or (C) proceed to closing and waive satisfaction of the unsatisfied conditions precedent. INSPECTIONS & ENVIRONMENTAL MATTERS Page 3 of 18 Definitions For purposes of this Agreement: The term "Hazardous Materials" shall mean and include without limitation, any substance, which is or contains (i) 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; (ii) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et seq.) (RCRA); (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C., Section 2601 et. Seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non -friable; (vi) polychlorinated biphenyls; and (vii) any additional substances or material which: (a) are now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements as hereinafter defined; (b) 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 (c) 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 cities, or any other political subdivision, agency or instrumentality exercising jurisdiction over the Seller or the Purchaser, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, groundwater, land or soil). B. Disclaimer as to Environmental Matters Purchaser acknowledges and agrees that the purchase and sale of the Property shall be as - is where is in all respects, and the 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 special 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 (i) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (ii) the compliance of or by the Property, or its operation with any Environmental Requirements, and (iii) 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. The 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 Page 4 of 18 that the Purchaser is not relying solely upon any documents or representations made by or on behalf of the Seller, but that the Purchaser is responsible to conduct its own investigation of the Property. The 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 the 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. The 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. Notwithstanding the above stated, as Purchaser of this interest in commercial real property on which a structure was built prior to 1978, said property may present exposure to lead from lead - based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. As the Seller of this interest in commercial real property, the Seller is required to provide the Purchaser with any information on lead -based paint hazards from risk assessment or inspections in the Seller's possession and notify the Purchaser of any known lead -based paint hazards. A risk assessment or inspection for possible lead -based paint hazards is recommended prior to purchase, at the Purchaser's expense. C. Inspection Period i.Property Inspection: Subject to the terms and conditions set forth herein, the Purchaser, its employees, agents, consultants, and contractors shall have a period of eighty (80) calendar days from the Effective Date ("Property Inspection Period") in which to undertake at the Purchaser's expense, such inspection. In the event that the Property is not acceptable to the Purchaser following the Property Inspection or if the Property does not appraise for the Purchase Price set forth in the Agreement, the Purchaser may, at the Purchaser's sole discretion, elect to terminate this Agreement by delivering written notice of such election to the 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: The Purchaser, its employees, agents, consultants and contractors shall have a period of Seventy (70) calendar days from the Effective Date ("Environmental Investigation Period") in which to undertake at the Purchaser's expense, such physical inspections and other investigations of and concerning the Property including surveys, soil borings, percolation, engineering studies, environmental tests and studies and other tests as the Purchaser considers necessary for the Purchaser and his consultants to perform certain work or inspections in connection with evaluation to obtain environmental clearance of the Property ("Environmental Inspection") after giving the Seller reasonable notice of twenty-four (24) hours prior to each test performed. The Purchaser, at its sole option, may extend the Environmental Investigation Period for an additional ten (10) Page 5 of 18 calendar days, in which to undertake at the Purchaser's expense, a Phase II environmental audit, if based upon the results of the Phase I report, additional testing is warranted. For the purpose of conducting the Environmental Inspection, the Seller hereby grants to the Purchaser and its consultants and agents or assigns, full right of entry upon the Property during the Inspection Period through the closing date provided that notice of entry must be provided and entry onto the Property must be coordinated with the Seller's agent. The right of access herein granted shall be exercised and used by the 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. The Purchase of the Property is contingent upon a Phase I Environmental Site Assessment. In the event that the Property is not acceptable to Purchaser following the Phase I Environmental Site Assessment, the Purchaser may, at the Purchaser's sole discretion, elect to terminate this Agreement and receive the return of the Deposit and all interest thereon, if any. If the Purchaser determines that the Property is not suitable due to issues identified in the Environmental Inspection, the Purchaser shall notify the Seller on or prior to the expiration of the Investigation Period, and the Purchaser shall provide any reports, testing results, etc. underlying the 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) 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 the 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; and (iii) to the extent allowed by Florida Statute §768.28, the Purchaser shall not be liable for the negligence or intentional misconduct of the Seller, its employees, officers and agents. Nothing herein shall be deemed to abridge the rights, if any, of the Seller to seek contribution where appropriate. The provisions of this indemnity shall survive the Closing or the termination of this Agreement. Prior to the Purchaser entering upon the Property for purposes of commencement of the Environmental Inspection, the Purchaser shall furnish to the Seller the policy or policies of insurance or certificates of insurance in form and such reasonable amounts approved by the Purchaser 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 Property or in connection with the Environmental Inspection. In consideration of the purchase of this property in "as is" condition at the 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 Page 6 of 18 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, and all property damages or personal injuries which may now or subsequently have either now or 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. This release and discharge shall survive the cancellation, closing or full performance of this Agreement, as applicable. The Seller further waives, releases, discharges, and forever covenants not to sue the 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 the 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. In addition, the Seller, its heirs, successors and assigns specifically waive all current and future claims against the 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. E. Waiver and Release In the event that the Purchaser does not elect to cancel this Agreement, the 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. TERIVIINATION The Purchaser shall have the right to cancel the Agreement at any time during the Inspection Period, for any reason, by giving the Seller written notice of its intent to cancel prior to the expiration of the Inspection Period. In the event of termination by the Purchaser, the Escrow Agent shall, within five (5) calendar days of the termination, return to the Purchaser the Deposit, except to the extent necessary to secure the performance of any obligations of the Purchaser that survive the termination of this Agreement. TITLE EVIDENCE & SURVEY Within thirty (30) calendar days of the Effective Date, the Seller shall deliver to the Purchaser such title policy or policies, title commitments, abstract of title, or other evidence of title Page 7 of 18 and such survey(s) of the Property as the Seller may have in its possession or of which it may have knowledge. The Purchaser shall be responsible for obtaining, at its sole cost, (A) a commitment for title insurance, from a recognized title insurance company authorized to issue title insurance in the State of Florida, agreeing to insure the Purchaser's title, free of all exceptions, except those that may be accepted by the Purchaser, together with all corresponding title documents, and (B) a survey of the Property showing the Property to be free of encroachments or conditions that, in the Purchaser's sole discretion, would affect its proposed use of the Property. The Purchaser 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 ("Title Defect"). The Seller shall have a period of sixty (60) calendar days after its receipt of the Purchaser's notice in which to cure the Title Defect. The Seller shall use good faith efforts to cure any Title Defect. Should the Seller be unable to convey title to the Property according to provisions of this Agreement, the Purchaser may (A) elect to accept such title that the Seller may be able to convey, with a reduction in Purchase Price; or (B) terminate this Agreement, in which case the Deposit and all interest earned thereon shall be returned by Escrow Agent to the 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. CLOSING DATE Closing shall take place within Ninety (90) days after the Effective Date or within a reasonable time thereafter at a mutually agreeable time and place or at ("Closing") at the Purchaser's office, located at 1401 North Miami Avenue, Miami, Florida 33136, or at such other location within the City of Miami that the Purchaser may designate in writing by affording a notice to the Seller as provided herein. 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 5 hereof, then the Seller shall have the right to extend the Closing date set forth herein. CLOSING DOCUMENTS Seller's Closing Documents: At Closing, the Seller shall execute and/or deliver to the Purchaser the following documents, if applicable, in form and substance acceptable to the Purchaser's General Counsel: (i) Warranty Deed; (ii) Closing Statement; Page 8 of 18 (iii) Seller's Affidavit and a Non -Foreign Affidavit; (iv) Bill of Sale for all personal property and fixtures on the Property; and (v) 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. Purchaser's Closing Documents: At Closing, the Purchaser shall execute and/or deliver to the Seller the following: (i) Closing Statement; and (ii) Such documents as are necessary in the opinion of the Purchaser to fully authorize the sale of the Property and consummate the transaction contemplated herein. Other Contract Documents: The 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. The 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, the Seller agrees to execute and deliver all documents required or requested by the Purchaser or any other governmental authority, including, but not limited to: (i) Conflict of Interest and Non -Collusion Affidavit; (ii) Sworn Disclosure of Beneficial Interests in Seller; and (ii) Public Entity Crime Affidavit. Additionally, if the Property is 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 the 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. CLOSING COSTS AND ADJUSTMENTS Page 9 of 18 At Closing, the following items shall be borne, adjusted, prorated or assumed by or between the Seller and the Purchaser as follows: Adjustments and Prorations: Certified/Pending Liens: Certified, confirmed and ratified governmental liens as of the Closing Date shall be paid by the Seller. Pending liens as of the Closing Date shall be assumed by the Purchaser. Other Charges, Expenses, Interest, Etc.: Taxes, assessments, water and sewer charges, waste fee and fire protection/life safety, utility connection charges, if applicable, shall be prorated. Usual and Customary: Such other items that are usually and customarily prorated between purchasers and sellers of properties in the area where the Property is located shall be prorated at closing. All prorations shall utilize the 365- day method. Closing Costs Each party shall be responsible for its own costs and attorneys' fees relating to this Agreement and the Closing. The Seller shall pay all closing and recording costs incurred in connection with the sale and purchase of the Property described in this Agreement, including, but not limited to: documentary stamps tax and surtax; all recording charges and/or filing fees payable in connection with the transfer of the Property hereunder; and The Seller and the Purchaser shall each be required to pay their own Real Estate Broker Fees, if applicable. The Purchaser shall not be liable for any amounts due to the Seller's selling agent, unless the agent has been specifically and separately contracted by the Purchaser through the City of Miami's procurement procedure as adopted by the Purchaser. DEFAULT If this transaction does not close as a result of default by the Seller, the Purchaser, in addition to all other remedies available at law or in equity, shall have the right to (A) terminate this Agreement and receive the return of the Deposit and all interest thereon; or (B) 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 the Seller. Page 10 of 18 If this transaction does not close as a result of default by the Purchaser, the Seller, as and for its sole and exclusive remedy, shall retain the Deposit and all interest earned thereon, as liquidated damages and not as a penalty for forfeiture, actual damages being difficult or impossible to measure. Neither party shall be entitled to exercise any remedy for a default by the other party, except failure to timely close, until (A) such party has delivered to the other notice of the default and (B) 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 or diligently pursue remedy of the default. RISK OF LOSS The Seller shall have all risk of loss or damage to the Property by fire, other casualty, or any act of God, until title to the Property is transferred to the Purchaser on the Closing Date. INDEMNIFICATION & HOLD HARMLESS In consideration of the purchase of this property, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Seller, the Seller, and the Seller's heirs, agents, representatives, successors and assigns do hereby agree 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 or any other claim, demand or litigation arising from and relating to this Agreement, inclusive of court costs, principal, interest, made on behalf of any broker that has not been independently procured as contemplated in Section 9(B)(iii), tenant(s), third party beneficiary or beneficiaries or other persons or entities. The Seller further agrees to 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, and all property damages or personal injuries which the 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. This release and discharge shall survive cancellation, closing or full performance of this Agreement, as applicable. Page 11 of 18 NOTICES 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 the Seller and the Purchaser at the addresses 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: Purchaser: Isiaa Jones Executive Director Omni Redevelopment District Community Redevelopment Agency Miami, 1401 North Miami Avenue Miami, FL 33136 Copy to: George K. Wysong, III General Counsel 444 SW 2 Avenue 9th Floor Miami, FL 33130 CAPTIONS AND HEADINGS Seller: Douglas Levine BIG BIG CANASTA LLC 2760 North Bay Road Miami Beach, FL 33140 Douglas Levine 17 East Mr. P, LLC 2760 North Bay Road Miami Beach, FL 33140 Copy to: 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. BINDING EFFECT Page 12 of 18 This Agreement shall bind and inure to the benefit of the Parties hereto and their successors in interest. The Purchaser may assign or pledge this Agreement only with the prior written consent of the Purchaser which consent may be withheld for any or no reason whatsoever. 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. AWARD OF AGREEMENT The 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. COUNTERPARTS AND ELECTRONIC SIGNATURES This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The Parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other Parties an original signed Agreement upon request. 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. SURVIVAL OF REPRESENTATIONS/WARRANTIES All relevant terms of this Agreement shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law. PARTIAL INVALIDITY Page 13 of 18 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. 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 party 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 the Purchaser and the Seller entering into this Agreement. 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 Executive Director on behalf of the Purchaser and by the Seller. 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. 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 Board of Directors of the Purchaser and the Seller has been notified in writing of the approval. Page 14 of 18 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 4/5 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 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. THIRD PARTY BENEFICIARIES Neither the Seller nor the Purchaser intends to directly or indirectly benefit a third party by this Agreement. Accordingly, 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 Purchaser based upon this Agreement. PUBLIC RECORDS Seller shall additionally comply with all requirements of Chapter 119, Florida Statutes, including, but not limited to, Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required by the Omni CRA to perform this service; (2) providing the public with access to public records on the same terms and conditions as the Omni CRA would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensuring that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meeting all requirements for retaining public records and transferring, at no cost, to the Omni CRA, all public records in Seller's possession upon termination of this Agreement and destroying any duplicate public records that are exempt or confidential and exempt from disclosure requirements; - Page 15 of 18 l i; and, (5) providing all electronically stored public records to the Omni CRA in a format compatible with the Omni CRA's information technology systems. il,, IF THE SELLER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SELLER'S DUTY TO PROVIDE PUBLICC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 679-6868, OMN1C, (4)?V11AM!GOV.COM. IRC SECTION 1031 TAX DEFERRED XCHAGE I Purchaser is aware that Seller intends to pe{'form an IRC Section 1031 tax deferred exchange. Seller request Purchaser's cooperation in such exchange. ;s ASSIGNMENT Other than as provided above whelby, Seller may assign its interest in this Agreement to a qualified 1031 intermediary selected by eller, 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. ***SIGNATURE PAGE TO FOLLOW*** I • Page 16 of 18 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day and year first above written. ATTEST: odd B. Ha .• •, '' Clerk APPROVED AS TO FORM AND CORRECTNESS: "PURCHASER" Omni Redevelopment District Community Redevelopme r t Agency, a public agency and body corpor e created ursuant to Section 163.356, Fl 'da Stati ( ' By: Isi.: Jones, Executive Director Date: (23 aS-' 2_(7Z1 APPROVED AS To 1 : • NCE REQUIRETS: George . Wyso , III 2 o Ann -Mari: Sh. • e, Director µ 2 General Counsel 0kV l14 Risk ManageMent Administrator STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of lYphysical presence or 0 online notarization, this .g5 day of 3 u i� ,2024 , by JS, a pt Sc oes as Executive Director for the Omni Redevelopment District Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356,portda Statutes. (NOTARY PUBLIC SEAL) t..41t. P0"'SANDRA FORGES Notary Public - State of Florida Commission # HH 132700 ?oral' My COMM. Expires May 23, 2025 Bonded ihrrnrah National Notary Assn. Now P4ulilic (Printed, Typed or Stamped Name of Notary Public) Commission No.: 4 '9%00 My Commission Expires: Page 17 of 18 r 1 li, "SEIJIER" Big Big Canasta LLC, a Florida limited liability company By: k. tifi F Douglass Le ' e, Manager Date: G 77,E 3 /1 Y 17 East Mr. P, LLC, a New York limited liability company authorized to transact business in Florida By: Douglas LcVine, Manager Date: 7,2W Witness Pe,1 ecct 6d/ 4 Print Name 7(2-5i2Y Date STATE OF COUNTY OF Sworn to (or affirmed) and subscribed before me by means of [physical presence or [ ] online notarization this 2 3 day of Tv � 2 , by /,tS Gem%,e Personally Known OR Identification Produced (NOTARY PUBLIC SEAL) My Commission Expires: ' (8 �- C- Produced Identification. Type of 6.z Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No.: 2 7 v8-rs- Page 18 of 18 4 Ak Notary Public State of Florida 1 Jason Miyares fl�l My Commission HH 299898 I Expires 8/11/2026