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AGREEMENT INFORMATION AGREEMENT NUMBER 23936 NAME/TYPE OF AGREEMENT 1142 SW 4 ST, LLC DESCRIPTION AMENDMENT NO. 1 TO PURCHASE & SALE AGREEMENT/1510 SW 7 ST, MIAMI, FLORIDA, 33135/FILE ID: 11138/R-21-0501/MATTER I D : 21-1283 EFFECTIVE DATE June 6, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 6/13/2022 DATE RECEIVED FROM ISSUING DEPT. 6/13/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1 B1 B693D03 * • IxC on V�9AAIf0 9 99 l CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Real Estate and Asset Management DEPT. CONTACT PERSON: Danny Lozano, Property Mgmt. Specialist NAME OF OTHER CONTRACTUAL PARTY/ENTITY: 1142 SW 4 ST LLC EXT. 1469 IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: $1,000,000.00 FUNDING INVOLVED? ® YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: AMENDMENT TO PURCHASE AND SALE AGREEMENT. PURPOSE OF ITEM (BRIEF SUMMARY): Execute Amendment No. 1 to Purchase and Sale Agreement to acquire real property located at 1510 SW 7 ST (D3 Land Acquisition). COMMISSION APPROVAL DATE: 12/09/2021 FILE ID: 11138 ENACTMENT NO.: R-21-0501 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEP, DS Ffl MENTAL DIRECTOR (DREAM) /l� June 6, 2022 I 17:00:36 EDT PRINT: JACQUELINE SIGNATURE: LORENZO ,—DocuSig'nDeddbyy:,' u-e�b-- d-* SUBMITTED TO RISK MANAGEMENT June 7, 2022 I 07:16:17 EDT PRINT: ANN-MARIE SIGNATURE: 2D107eir2BAD4Dr .. SHARPE 1—DocuSigned by: Fmk abokcAl �27395C6818214€9... SUBMITTED TO CIT Matter No. 22-1283 A"TTORNEY (j June 7, 2022 I 10:40:31 EDT PRINT: VICTORIA SIGNATURE: MENDEZ p-DocuSigned by: 4_0_,:ret_").4....2 �1-1CF90AFOFE645-7... APPROVAL BY ASSISTANT CITY MANAGER N/A PRINT: N/A SIGNATURE: RECEIVED BY CITY MANAGER June 10, 2022 I 11:52:48 EDT PRINT: ART SIGNATURE:[±44 NORIEGA DocuSigned by: NoneS.. 850CF6C372DD42A... ATTESTED BY CITY CLERK June 13, 2022 I 12:07:06 EDT PRINT: TODD SIGNATURE: B. HANNON ,—DocuSignedby: '—E46D7560DCF1459... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 AMENDMENT NO. 1 TO AGREEMENT FOR PURCHASE AND SALE THIS AMENDMENT NO. 1 is made and entered into this 6th day of June, 2022, by and between the City of Miami, a municipal corporation of the State of Florida (the "Purchaser"), and 1142 SW 4 ST LLC, a Florida Limited Liability Company (the "Seller") (Purchaser and Seller hereinafter collectively the "Parties"). WHEREAS, Purchaser and Seller entered into that certain Agreement for Purchase and Sale with an Effective Date of February 24, 2022 (the "Agreement") for the real property located at 1510 NW 7 St., Miami, FL, 33135 and legally described as: Lot 1, Block 103, Lawrence Estate Land Co's Subdivision, according to the map or plat thereof as recorded in Plat Book 2, Page 46, Public Records of Miami -Dade County, Florida; LESS that portion conveyed to the State of Florida as described in the Deed recorded in O.R. Book 12063, Page 2417, Public Records of Miami -Dade County, Florida; said description is as follow: BEGIN at the N.E. corner of said Lot 1; thence run S 87° 42'18" W along the Northerly boundary of said Lot 1, for a distance of 25.22 feet to the point of beginning of a circular curve concave to the Southwest and having for its elements a radius of 25.00 feet and a tangent bearing of N 87° 42'18" E; thence run Northeasterly, Easterly and Southeasterly along the arc of said circular curve to the right, through a central angle of 90° 30'35" for a distance of 39.49 feet to the point of tangency and a point on the Easterly boundary of said Lot 1; thence run N 01° 47'07" W along said easterly boundary of Lot 1 for a distance of 25.22 feet to the POINT OF BEGINNING. Containing 137 square feet, more or less; and WHEREAS, the Parties hereto desire to amend certain terms of the Agreement; and WHEREAS, such changes shall take precedence over and supersede any provisions to the contrary contained in the Agreement; NOW THEREFORE, it is agreed as follows: 1) The Closing shall take place on or before July 6, 2022. 2) The Seller shall provide the Purchaser with notice that the property is completely vacant by way of Affidavit executed by Seller confirming that all tenants have properly vacated the property. 3) The Purchaser shall be able to verify and will have 72 hours to close. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment, as of the day and year first above written. ATTEST: DocuSigned by: E40D7500DCF1459... DocuSigned by: Todd B. Hannon, City Clerk APPROVED AS TO FORM AND CORRECTNESS: ,—DocuSigned by F4EFQQnFRFE0d57 Victoria Mendez City Attorney "PURCHASER" Executed by CITY OF MIAMI, a municipal corpo�ponigno f edby: State of Florida By: \-85nCG6r372D.DA2A... Arthur Noriega V, City Manager Date: Rune 10, 2022 1 11:52:48 EDT APPROVED AS TO INSURANCE REQUIREMENTS: DocuSigned by: Fro& t v, Ann -Marie Sharpe, Director Risk Management Administrator "SELLER" 1142 SW 4 ST LLC, a Florida Limited Liability Company Seller DocuSigned by: EZEQUIEL PABLO STEINMAN RA,.. By: Ezequiel Pablo Steinman, Manager June 6, 2022 1 15:57:17 CDT Date: This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile, .pdf and other electronic signatures to this Amendment No. 1 shall have the same effect as original signatures. 2 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1 B1 B693D03 City of Miami Legislation Resolution: R-21-0501 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 11138 Final Action Date: 12/9/2021 A RESOLUTION OF THE MIAMI CITY COMMISSION, BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, 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 1142 SW 4 ST LLC, A FLORIDA LIMITED LIABILITY COMPANY ("SELLER"), FOR THE ACQUISITION OF REAL PROPERTY LOCATED AT 1510 SOUTHWEST 7 STREET, MIAMI, FLORIDA ("PROPERTY"), FOR A PURCHASE PRICE OF ONE MILLION DOLLARS ($1,000,000.00); 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 FROM A SOURCE TO BE DETERMINED, IN AN AMOUNT NOT TO EXCEED ONE MILLION SIXTY THOUSAND DOLLARS ($1,060,000.00), 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 Joe Carollo WHEREAS, the City of Miami ("City") wishes to acquire the real property located at 1510 Southwest 7 Street, Miami, Florida ("Property"); and WHEREAS, 1142 SW 4 ST LLC, a Florida Limited Liability Company ("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 One Million Dollars ($1,000,000.00) ("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 amount in excess of $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 with an average appraisal price of Eight Hundred Sixty -Two Thousand Five Hundred Dollars ($862,500.00); and WHEREAS, Section 166.045(b), Florida Statutes, further states that if the agreed purchase price exceeds the average price of the two (2) appraisals, the governing body is City of Miami Page 1 of 2 File ID: 11138 (Revision:) Printed On: 1/27/2022 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 File ID: 11138 Enactment Number: R-21-0501 required to approve the purchase by an extraordinary vote, i.e. a four -fifths (4/5ths) vote of the City Commission; and WHEREAS, the Purchase Price exceeds the average appraised value; and WHEREAS, the City's total cost for the acquisition of the Property shall not exceed One Million Sixty Thousand Dollars ($1,060,000.00), which is inclusive of the Purchase Price as well as all closing costs and related costs pertaining to the acquisition; and WHEREAS, funds for the acquisition of the Property, including the Purchase Price and all closing costs and related costs, shall be allocated from a source of legally available funds to be determined, subject to applicable laws; 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 authorized' to negotiate and execute all other necessary documents, including amendments and modifications to said Agreement, in a form acceptable to the City Attorney, as may be necessary to effectuate said acquisition. Section 4. The City Manager shall allocate, and appropriate necessary funds in an amount not to exceed One Million Sixty Thousand Dollars ($1,060,000.00) 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, with the allocation and appropriation by separate Resolution from legally available funding sources in accordance with applicable operating and/or capital plan budgets, including amendments of such applicable budget(s) as necessary. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: ey 11/30/2021 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 2 File ID: 11138 (Revision:) Printed on: 1/27/2022 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1 B1 B693D03 AGREEMENT FOR PURCHASE AND SALE THIS PURCHASE AND SALE AGREEMENT, ("Agreement") is made and entered into thiso2ij day of febrbtarva , 20. ("Effective Date") by and between, 1142 SW 4 ST LLC, a Florida Limited Liability Company, whose mailing address is 7545 E Treasure Drive, Apt #10E, North Bay Village, FL 33141 ("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 ("City" or "Purchaser"). 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: 1510 SW 7 ST. Miami, Florida, 33135 Legal Description: Lot 1, Block 101 LAWRENCE ESTATE LAND CO'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, at Page 46, of the Public Records of Miami -Dade County, Florida; Less that portion conveyed to the State of Florida described in the deed recorded in Official Records Book 12063 at Page 2417 of the Public Records of Dade County, Florida. Folio Number: 01-4102-006-6050 Containing a lot size of approximately 6,513 square feet. The above -described property, hereinafter referred to as the "Property". 2. PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay and the Seller agrees to accept the sum of One Million Dollars ($1,000,000.00) ("Purchase Price"). The Purchase Price, as it may be adjusted pursuant to the terms of this Agreement, will be payable as follows: (a) Deposit: Within five (5) calendar days of the Effective Date as defined herein, the Purchaser shall pay to Law Offices of Mendez & Mendez, P.A., 7400 Southwest 57th Court, Suite #202, South Miami, FL 33143 ("Escrow Agent") an amount equal to Fifty Thousand Dollars ($50.000.00) as a deposit (''Deposit"). The Deposit shall be held by s 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 6 Escrow Agent to the Seller and credited against the Purchase Price. The Deposit is 7AA9De4F CEES Page 1 of 18 DocVerify SD: 7AA9D84F-CEES-4838-8800-76C6F02A9C87 www.docvefify.com Page 1 of 18 176C6F02A9C87 1111M11111 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 non-refundable except in the event .Purchaser terminates this Agreement as provided herein. (b) Closing Balance: At Closing, the balance of the Purchase Price (less the Deposit previously paid by Purchaser), 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 cashier's check, certified check, official bank check or wire transfer. 3. CONDITIONS PRECEDENT TO CLOSING The validity of this Agreement shall be subject to certain contingencies and conditions precedent. It is a condition precedent to the validity of this Agreement and its execution by the City Manager that the City Commission of the City of Miami authorize the City Manager to enter into this Agreement; failing such approval, this Agreement shall be automatically null and void without the necessity of further action by either Party. 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 Purchaser evidence of completion of the following undertakings (only those selected shall be deemed applicable to this Agreement): El 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 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, 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. El 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. Page 2 of 18 DocVerify ID: 7AA9o84F-CEE5.4638-88D0-76C6FO2A9C87 www.docvenfy.carn Page 2 of 18 276C6F02A9C87 i 1111 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 ❑ Property shall be vacant and all existing structures shall have been demolished and removed, and the Property shall be free of debris. t.� Seller shall vacate any and all tenants at the Seller's sole cost and expense prior to closing. Seller warrants to Purchaser that, at the time of closing, there will not be any parties in possession of the Property other than Seller, and that there will not be any oral or written leases, options to purchase, or contracts for sale covering all or any part of the Property. Seller further warrants that there will not be any parties having ownership or any other any interest in the Property or the improvements thereon. Seller represents and warrants that it has terminated all remaining interests in the Property other than its fee simple title, which will be conveyed to the Purchaser at closing, and has previously furnished to the Purchaser evidence of such terminated interests, including without limitation, 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 in Purchaser's sole discretion on or before the expiration date of the Inspection Period, the Purchaser shall have the right, in its sole discretion, to: (i) terminate this Agreement, whereupon the Escrow Agent shall immediately deliver to Purchaser the Deposit and the Parties shall be relieved of all further responsibilities and obligations hereunder; or (ii) extend the Closing Date by not more than 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 following definitions shall apply: The term "Hazardous Materials" shall mean and include without limitation, any substance, which is or contains (A) any "hazardous substance" as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,.as amended (42 U.S.C., Section 9601 et seq.) ("CERCLA") or any regulations promulgated under or pursuant to CERCLA; (B) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et seq.) (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 or hereafter classified or considered to be hazardous or toxic under Environmental Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of Page 3 of 18 Docverify ID: 7AA9D84F-CEE5-4838-86D0.76C6F02A9C87 www.docvenfy.com Page 3 of 18 376C6F02A9C87 -1111 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 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. 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 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: (a) the value, nature, quality or condition of the Property, including, without 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. The above stated notwithstanding, as Purchaser of this interest in residential real property p on which a residential dwelling 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 Page 4 of 18 DocVerify ID. 7AA9D84F-CEE5-4638.66D0-76C6F02A9C www.docvorify.com Page4o._- 1111 1111 Page 4 of 18 476C6F02A9C87 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 poisoning also poses a particular risk to pregnant women. As Seller of this interest in residential 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 Purchaser's expense. C. Inspection Period i. Property Inspection: Purchaser, its employees, agents, consultants, and contractors shall have a period of forty- five (45) calendar days from the Effective Date ("Inspection Period") in which to undertake at Purchaser's expense, an inspection and evaluation of the Property. In the event that the Property is not acceptable to Purchaser for any reason following the Inspection Period, 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 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 forty- five (45) calendar days from the Effective Date (the "Environmental Investigation Period") in which to undertake at Purchaser's expense, such physical inspections and other investigations of and concerning the Property including surveys, soil borings, percolation, engineering studies, asbestos inspections, lead based paint inspections, environmental tests and studies and other tests as Purchaser considers necessary for Purchaser and its consultants to evaluate and assess the physical quality and environmental status of the Property (the "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 forty-five (45) calendar days, in which to undertake at Purchaser's expense, a Phase II Environmental Site Assessment audit, if based upon the results of the Phase I Environmental Site Assessment Report, additional testing is warranted. 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 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. Purchase of the Property is contingent upon a finding of suitability by Purchaser, in Purchaser's sole discretion, after reviewing the results of the Environmental Inspection, including without limitation, the results of the asbestos inspection, lead -based paint inspection, Phase I Environmental Site Assessment, and Phase II Environmental Site Assessment. In the event that the Property is not acceptable to Purchaser following the Phase I Environmental Site Assessment and the Phase II Environmental Site Assessment, Purchaser may, at Purchaser's sole discretion, Page 5 of 18 DooVerify ID: 7AA9D84F-CEE5-4B 8-i313D0-76C6F02A9C87 vmedocverify.com Page 5 of 18 576C6F02A9C87 1111 II I DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 v elect to terminate this Agreement 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 Inspection, 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, 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 Purchaser in connection with the inspection of the Property; and (ii) repair and restore the Property to its pre -inspection condition with respect to any damages caused by the inspection. In no event shall this provision, or any language contained in this Agreement, waive the Purchaser's sovereign immunity as provided in Florida Statute §768.28. 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. 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, its 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, 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. nl 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 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, Seller, its heirs, successors and assigns specifically Page 6 of 18 DocVerlfy ED: 7AA9084F-CEES-4B98-8BD0-76C6F02A9C87 www.docverify.com - 1111 Page 8 of 18_____....'676C6F02A9C87 IS11111 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 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. E. Waiver and Release In the event that Purchaser does not elect to cancel this Agreement, and without waiving any rights or reservations provided in 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. TERNIINATION Purchaser shall have the right to cancel the Agreement at any time during the Inspection Period, for any reason, by giving Seller written notice of its intent to cancel prior to the expiration of the Inspection Period. In the event of termination by 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 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 or of which it may have knowledge. Purchaser shall be responsible for obtaining, at its sole cost, (i) a commitment for title insurance, from a recognized title insurance company authorized to issue title insurance in the State of Florida, agreeing to insure Purchaser's title, free of all exceptions, except those that may be accepted by Purchaser, together with all corresponding title documents, and (ii) a survey of the 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 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"). Seller shall have a period of thirty (30) calendar days after its receipt of Purchaser's notice in which to cure the Title Defect. Seller shall use best efforts to cure any Title Defect. LL W AP Should Seller be unable to cure any Title Defect, or otherwise be unable to convey title to the Property according to provisions of this Agreement, Purchaser may: (i) elect to accept such X title that Seller may be able to convey for a lower purchase price mutually agreeable to the Parties; LL or (ii) terminate this Agreement, in which case the Deposit and all interest earned thereon, if any, Page 7 of 18 DocVerlfyID: 7AA9D84E-CEEB-4638-8 DO-76C6F02A9C87 www.docverify.ccm Page 7 of 18 _ 776C6F02A9C87 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 shall be returned by Escrow Agent to Purchaser. Upon such refund, this Agreement shall be null and void and the parties hereto shall be relieved of all further obligation and liability, and neither party shall have any further claims against the other. 7. CLOSING DATE Closing shall take place within one hundred (100) days after the Effective Date or within a reasonable time thereafter, at a mutually agreeable time (the "Closing") at the City of Miami, Department of Real Estate and Asset Management located at 444 SW 2 Avenue, 3rd Floor, Miami, Florida, or Closing may be conducted remotely by mail, or at such other location within the City of Miami that the Purchaser may designate in writing by affording a notice to 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 6 hereof, then Seller shall have the right to extend the Closing date set forth herein. 8. CLOSING DOCUMENTS A. Seller's Closing Documents: At Closing, Seller shall execute and/or deliver to Purchaser the following documents, if applicable, inform and substance acceptable to the Purchaser's City Attorney: Warranty Deed; A Closing Statement; A Seller's Affidavit and a Non -Foreign Affidavit; A Bill of Sale for all personal property and fixtures on the Property; and Such documents as are necessary in the opinion of the City to fully authorize the sale of the Property and consummate the transaction contemplated hereby. 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 City to fully authorize the sale of the Property and consummate the transaction contemplated hereby. Page 8of18 OacVerdfy ID: 7AA9D84F-CEE5.4938-BBDO-76C6FO2A9C87 www.docvedfy.com Page 8 of 18 876C6F02A9C87 MIS1111 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 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, 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; Additionally, if 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 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. 9. CLOSING COSTS ANI) 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, except for any liens imposed solely by the City of Miami. Purchaser hereby acknowledges and takes the Property subject to any liens imposed solely by the City of Miami. ii. 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. iii. Usual and Customary: Such other items that are usually and customarily pro -rated between purchasers and sellers of properties in the area where the Page 9 of 18 DocVerify tD: 7AA9D84F-LEES-4B38•BBDO-76C6F02A9C87 www.docve0fy.com Page 9 of 18 978C6F02A9C87 1111 r # MIIIII DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 Property is located shall be prorated at closing. All pro -rations shall utilize the 365-day method. B. Closing Costs Each party shall be responsible for its costs and attorneys' fees relating to this Agreement and the Closing. ii. 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: (1) documentary stamps tax and surtax; (2) all recording charges and/or filing fees payable in connection with the transfer of the Property hereunder; iii. 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 City's procurement procedure as may be permitted by the City of Miami Charter and Code. iv. Pursuant to Section 196.295 of the Florida Statutes, Seller shall be required to place in escrow with the Miami -Dade County Tax Collector an amount equal to the current ad valorem taxes prorated to the date of transfer of title, based upon the current assessment and millage rates of the Property. 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, 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. al 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. w PNeither 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 or diligently pursue remedy of the default. Page 10 of 18 ocVerify ID: 7AA9D84F-CEE5-4638-66D0-76C6F02A9C87 v w.docvcrify.com 7 11111M1111I Page10of 18 1076C6F02A9C8 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 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 City'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, 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(ies) or other persons or entities. Seller further agrees to release, acquit, discharge, and forever covenant not to sue the City of Miami, 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 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. 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 to be their representatives, to wit: On behalf of Purchaser: On behalf of Seller: Danny Lozano, Property Mgmt. Specialist Department of Real Estate & Asset Management Page 11 of 1.8 DocVerify ID: 7AA9D84F-CEE5-49338-C3 3DO-78C6t'02A9C87 www.docverify.com Page 11 of 18 1176C6F02A9C87 IIII DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 14. City of Miami. 444 Southwest 2nd Avenue, 3rd Floor Miami, Florida 33130 Telephone: (305) 416-1469 Fax: (305) 416-21.56 e-mail: dlozano(a?miamigov.com 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 Seller and Purchaser at the address indicated herein. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: Purchaser: Seller: City Manager City of Miami 444 Southwest 2nd Avenue, 10th Floor Miami, Florida 33130 Copy To: Director Department of Real Estate & Asset Management 444 Southwest 2ndAvenue, 3"I Floor Miami, Florida 33130 City Attorney 444 Southwest 2nd Avenue, 9th Floor Miami, Florida 33130 15. CAPTIONS AND HEADINGS 1.1.42 SW 4 ST LLC Ezequiel Pablo Steinman, Manager 7545 E Treasure Drive, Apt #10E North Bay Village, FL 33141 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. Page 12 of 18 DocVerify 10: 7AA9D84F-CEE$-4B38-BBDO-76C6F02A9C87 www.docverify.com Page 12 of 18 1276C6F02A9C87 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 E 4, OZA C87 - 202201r26 16. BINDING EFFECT This Agreement shall bind and inure to the benefit of the Parties hereto and their successors in interest. 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 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. 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 shall survive the Closing and be enforceable by the respective Parties until such time as extinguished by law. Page 13 of 18 DocVerify ID: 7AA9D84F-GEE6-4638-BBDO-76C6F02A9C87 vww,docverify,com Page 13 of 18 137608F02A9C87 rill 1SEP'I 11I DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 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. 23. WAIVER OF TRIAL BY JURY; ATTORNEYS' FEES The Parties hereby knowingly, voluntarily andintentionally 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 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 Page 14 of 18 DocVerify ID: 7AA9D84F-CEE5.4838-8BDO.76C6F02A9C87 www.docvedfy.com ._.-- ------ ---- — ,III nEmil ill Page 14 of 18 1476C6F02A9C87 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 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. 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 shall additionally comply with all requirements of Chapter 119, Florida Statutes, including, but not limited to, Section 11.9.0701, Florida. Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required by the City to perform this service; (2) providing the public with access to public records on the same terms and conditions as the City 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 City, 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; and, (5) providing all electronically stored public records to the City in a format compatible with the City's information technology systems. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE Page 15 of 1.8 DocVerify 10: 7AA9D84F-CEE5.4858 BB©O-76C6F02A9C87 www.docvenfy.com Page 15 of 18 1111IEK11111 .1576CBFO202A9C87 .........._...............................: DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT T.HE CUSTODIAN OF PUBLIC RECORDS AT: (305.416.1469, DLOZANO@MIAMIGOV.COM, AND 444 SOUTHWEST 2ND AVENUE, 3RD FLOOR, MIAMI, FLORIDA 33130). 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. CITY'S RIGHTS AS SOVEREIGN The City is entering into this Agreement only in its proprietary (not regulatory) capacity and retains all of its sovereign prerogatives and rights and regulatory authority (quasi-judicial or otherwise) as a City under all applicable laws (all of which shall be absolute and unfettered in all respects). Notwithstanding any language contained in this Agreement to the contrary, in no event shall Purchaser have any obligations or liabilities to Seller under this Agreement or otherwise on account of Purchaser's exercise of its sovereign prerogatives and rights and regulatory authority (quasi-judicial or otherwise) as a municipal government under all applicable laws. (Remainder of page intentionally left blank) Page 16 of 18 Dooverify 1D: 7AA9084F-CEE5-4C{3&-8800-76C6F02A8C87 wenv.docverify.com Page 16 of 18 1676C6F02A9C67 1111 101 DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1 B1 B693D03 4 -8.00 — Remote ?A9C.:37 — 2022/0112. 7AA9D8tF-C E E 5.41338-Fi 1300-7& WHEREOF, the Parties hereto have duly executed this Agreement, as of the day and year first above written. "PURCHASER" Executed by CITY corporation of t By: ATTEST: ;. F MIAMI, a municipal tate of Florida Arthur Nori ga V, City Manager 4 Todd B: Ilan Clerk APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez City Attorney Matter 21-2984 PSA1510SW7"ST STATE OF FLORIDA COUNTY OF MIAMI-DADE APPROVED AS TO INSURANCE REQUIREMENTS: Digitally signed by Gomez, Gomez, FrankFrank Date: 2022.02.0209:16:29 -05'00' Ann -Marie Sharpe, Director Risk Management Administrator The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization this day of Februct+i , 20 '14 by Arthur Noriega V, as City Manager for the City of Miami, a municipal corporation of the State of Florida, who is [�]� personally known to me or [ ] who produced the following identification: (NOTARY PUBLIC SEAL) 4:W''•., SANDRAGILBERT .•, ';__ MY COMMISSION # HH 112572 EXPIRES: April 20, 2025 "tIl. f !1 pr Bonded Thru Notary Public Underwriters (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: Page 17 of 18 DocVerify ID: 7AA9D84F-LEES-4838-8BD0-76C6F02A9C87 www.docvenfy.com Page 17 of 18 1776C6F02A9C87 IIII�x{.'IIII DocuSign Envelope ID: 3DB008EA-68B8-4DF7-9565-2F1B1B693D03 "SELLER" 1142 SW 4 ST LLC, a Florida Limited Liability Company, Seller By: CBxrquiaPoa Ala Steituruw - Ezequiel Pablo Steinman, Manager a • - Witness John Bayne Print Name (ampaithce041,8 Witness Amanda Bayne Print Name STATE OF FLORIDA COUNTY OF VOLUSIA The foregoing instrument was acknowledged before me by means of [ ] physical presence or [x] online notarization this 27 day of January , 20 22 , by Ezequiel Pablo Steinman, as Manager of 1142 SW 4 ST LLC, a Florida Limited Liability Company, who is [ ] personally known to me or [ x ] who produced the following respective identifications: Florida Driver License and (NOTARY PUBLIC SEAL) Amanda Bayne Bommission # GG 909573 4 Ootary Public - State of Florida ley Commission Expires Sep 02, 2023 Notarial act performed by audio-visual communication fXi1 Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: Page 18 of 18 IDocVerlfy ID: 7AA9D84F-CEE5-403841BDO-78C6F02A9C87 www.docverify.com Page .18 of 18 1876C6F02A9G87 ,III ��1I II I