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HomeMy Public PortalAbout21-9869 Agreement for the Sale of Vacant Land/TNJSponsored by: City Manager RESOLUTION NO. 21-9869 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, APPROVING AN AGREEMENT FOR THE SALE AND PURCHASE OF VACANT LAND BETWEEN THE CITY OF OPA-LOCKA AND TNJ REALTY, LLC. FOR DECLARED SURPLUS ALLEYWAYS BETWEEN THE PARCELS IDENTIFIED BY FOLIOS: 08-2121-007-2680, 08-2121-007-2690, 08-2121-007-2630, 08-2121- 007-2650, 08-2121-007-2660, 08-2121-007-2670, 08-2121-013-2010 and 08- 2121-013-2020, IN THE B-2 ZONING DISTRICT, IN THE AMOUNT OF $57,000; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT FOR SALE AND PURCHASE OF VACANT LAND IN "AS IS" CONDITION; AND TO TAKE ALL OTHER NECESSARY ACTIONS TO EFFECTUATE THE INTENT OF THIS RESOLUTION; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on October 9, 2019, the City of Opa-Locka (the "City") voted to approve the sale of declared surplus alleyways to TNJ Realty, LLC.; and WHEREAS, City staff and representatives of TNJ Realty, LLC. entered into good - faith negotiations and prepared a final Agreement for Sale and Purchase of Vacant Land in "As Is" Condition ("Purchase and Sale Agreement") for City Commission approval, attached hereto as Exhibit "A", in an amount of $57,000.00; and WHEREAS, on June 10, 2020, pursuant to Resolution No. 20-9768, the City Commission approved the Purchase and Sale Agreement; and WHEREAS, complications experienced by TNJ Realty, LLC. with the closing of the sale caused the lapsing of the approved Purchase and Sale Agreement; and WHEREAS, TNJ Realty, LLC. has now confirmed they are prepared to conclude the purchase of the alleyways; and WHEREAS, the real property subject to the Agreement for Sale and Purchase of Vacant Land in "As Is" Condition is identified as the alleyways between the parcels identified by the following folios: 08-2121-007-2680, 08-2121-007-2690, 08-2121-007-2630, 08-2121-007-2650, 08-2121-007-2660, 08-2121-007-2670, 08-2121-013-2010 and 08-2121-013- 2020; and Resolution No. 21-9869 WHEREAS, the City Commission finds that it is in the best interest of the City and its residents to enter into the Agreement for Sale and Purchase of Vacant Land in "As Is" Condition with TNJ Realty, LLC., as attached hereto as Exhibit "A". NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. RECITALS ADOPTED. The recitals to the preamble herein are incorporated by reference. Section 2. AUTHORIZATION The City Commission of the City of Opa-Locka hereby approves an Agreement for Sale and Purchase of Vacant Land between the City of Opa-Locka and TNJ Realty, LLC. for the declared surplus alleyways between the parcels identified by folios: 08-2121-007- 2680, 08-2121-007-2690, 08-2121-007-2630, 08-2121-007-2650, 08-2121-007-2660, 08-2121- 007-2670, 08-2121-013-2010 and 08-2121-013-2020, in the B-2 Zoning District, in the amount of $57,000, and further authorizes the City Manager to execute the Agreement for Sale and Purchase of Vacant Land in "as is" condition, attached hereto as Exhibit "A", and take all other necessary actions necessary to effectuate said purchase, execute and conveyance of the property by quit claim deed. SECTION 3. SCRIVENER'S ERRORS. Sections of this Resolution may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the City Manager, or the City Manager's designee, without need of public hearing, by filing a corrected copy of same with the City Clerk. Section 4. EFFECTIVE DATE. This Resolution shall be effective immediately upon adoption hereof and approval by the Governor of the State of Florida or Governor's designee. PASSED and ADOPTED this 9th day of Tune, 2021. Matthew A. Pigatt, Mayor ATTEST: J anna Flores, City Clerk 2 Resolution No. 21-9869 APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Burnadette Norris- eks, P.A. (1 City Attorney Moved by: Commissioner Burke Seconded by: Commissioner Davis VOTE: 3-0 Commissioner Taylor RECUSE Commissioner Burke YES Commissioner Davis YES Vice -Mayor Williams YES Mayor Pigatt NOT PRESENT 3 City of Opa-locka Agenda Cover Memo Department Director: Gregory D. Gay Department Director Signature: City Mana er: John E. Pate CM Signature — �� `r -------.g Commission Meeting Date: June 9, 2021 Item Type: (EnterXin box) Resolution O ' ance Other X Fiscal Impact: (EnterXin box) Yes No Ordinance Reading. (EnterXin box) 1st Reading 2nd Reading X X Public Hearing: (EnterXin box) Yes No Yes No X Funding Source: Account# : (Enter Fund & Dept) Ex: See Financial Impact section below Advertising Requirement: (EnterXin box) Yes No ILA Required: (EnterXin box) Yes No RFP/RFQ/Bid#: X Strategic Plan Related (EnterX in box) Yes No , Strategic Plan Priority Enhance Organizational Bus. & Economic Dev Public Safety Quality of Education Qual. of Life & City Communcation Area: Strategic Plan Obj./Strategy: (list the specific objective/strategy this item will address) X m iii mi Image • NE Sponsor Name City Manager Department: Planning & Community Development City Manager Short Title A RESOLUTIONOF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, APPROVING THE LAND SALE AND PURCHASE AGREEMENT OF CERTAIN REAL PROPERTY WHICH IS LEGALLY AND MORE SPECIFICALLY DESCRIBED IN EXHIBIT "A", ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE WHICH ARE THE ALLEYWAYS BETWEEN THE PARCELS IDENTIFIED BY FOLIOS: 08-2121-007- 2680, 08-2121-007-2690, 08-2121-007-2630, 08-2121-007-2650, 08-2121-007-2660, 08-2121-007-2670, 08-2121-013-2010 and 08-2121-013-2020, IN THE B-2 ZONING DISTIRICT, TO TNJ REALTY, LLC TO ALLOW FOR THE CONSTRUCTION OF A RETAIL CENTER WITH A CONVENIENCE STORE AND SERVICE STATION ON THE EIGHT PARCEL SITE BOUNDED BY SUPERIOR STREET, NW 27Th AVENUE AND OPA LOCKA BOULEVARD; PROVIDING FOR INCORPORATION OF RECITALS; CONTAINING A REVERTER CLAUSE; PROVIDING FOR AN EFFECTIVE DATE. Staff Summary: TNJ Realty, LLC, through their Project Manager, William J. Green, Jr. J.D. presented three requests to Planning & Community Development Department Staff to be forwarded to the Planning & Zoning Board for their review and approval recommendation. The first request was for review and approval recommendation to vacate the alleys that are located between the parcels bounded by Superior Street, NW 27th Avenue and opa-locka Boulevard for the Construction of a retail center on the Properties identified on the site plan. The second request was for site plan review and approval recommendation to construct a a retail center on the eight parcel site bounded by Superior Street, NW 27th Avenue and opa-locka Boulevard on the pracels identified on the site plan in the B-2 zoning district. The third request was for review and approval recommendation of the development agreement governing the site plan at the site identified by the aforementioned folios in the B-2 zoning district in accordance with the City Zoning Code, ordinance 15-31. TNJ Realty, LLC's proposal to develop this site requires that the City Owned alleyways must be declared surplus to allow the purchase of the alleyways to develop the site as displayed in the site plan. The Planning and Zoning Board has reviewed this request and has recommended its site plan approval to develop the site. City Staff has determined that the alleyways identified in the site plan should be declared surplus and therefore authorize the City Manager to dispose of the alleyways for the public benefit. Section 166.02(1), Florida Statutes and Resolution 08-7317 grants the City Commission the authority to declare property that has become inadequate for public purposes as surplus property and to authorize the sale of the properties. • According to Miami -Dade County Property Appraiser's website, the legal descriptions for this retail development site are as follows: 08-2121-007-2680 21 52 41 .30 AC OPA LOCKA PLAT NO 3 PB 31-14 TRACT D LESS NWL75 FT & LESS E8FT FOR RD BLK 148 LOT SIZE 9383 SQUARE FEET OR 22688-4884-83 0904 2 (2) 08-2121-007-2690 21 52 41 .17AC OPA LOCKA PLAT NO 3 PB 31-14 NWL75 FT OF TRACT D BLK 148 LOT SIZE IRREGULAR OR 22688-4881 83 0904 2 (2) 08-2121-007-2630 21 52 41 OPA LOCKA PLAT NO 3 PB 31-14 SELY125FT OF TRACT A /AKALOTS 3 THRU 7/&LOT 8 BLK 148 LOT SIZE 150.000 X 100 OR 14120-1478 0589 1 COC 21483-0647 07 2003 1 08-2121-013-2010 21 52 41 OPA LOCKA PLAT NO 3 REV PB 70-98 LOT 1 BLK 148 LOT SIZE 6088 SQUARE FEET OR 19233-0521 0500 4 COC 26308-2612 11 2001 6 08-2121-013-2020 21 52 41 OPA LOCKA PLAT NO 3 REV PB 70-98 LOT 2 BLK 148 LOT SIZE IRREGULAR OR 16472- 4561 0894 2 (2) 08-2121-007-2650 21 52 41 .23 AC OPA LOCKA PLAT NO 3 PB 31-14 N100 FT OF TR C & LESS E8FT FOR RD BLK 148 LOT SIZE IRREGULAR OR 16472-4561 0894 2 (2) 08-2121-007-2660 21 52 41 PB 31-14 OPA LOCKA PLAT NO 3 S5OFT OF N150FT OF TR C LESS E8FTW OF NE CORNER OF TR C W PARR TO N/L 79.37FT ELY79.38FT NO 85FT TO POB BLK 148 LOT SIZE 50-850 X 92 OR 13492-0023 1187 1 08-2121-007-2670 21 52 41 PB 31-14 OPA LOCKA PLAT NO 3 TRACT C LESS N150FT & LESS E8FT FOR RD & LESS BEG 150FTS & 8FTW OF NE COR TR C W PARR TO N/L 79.38FT NO 85FT TO POB BLK 148 LOT SIZE 42.490 X 88 COC 24727-3420 05 2005 1 • The proposed project consists of the assemblage of eight parcels, listed above, from four different owners and includes all of the alleys that are between those properties for the development of approximately an 80,000 square foot site. The applicant intends to place a triple net lease user or users on this location and the applicant has enlisted the NAI Miami, a member of the NAI Global Network to assist with the leasing of retail space. NAI has been notified of interest from franchisees for Kentucky Fried Chicken, Popeyes Fried Chicken, Checkers, Tire Kingdom and Dunkin Donuts. • The three properties owned by Carlos Fernandez are located at the South and East sections of this site and are identified by folios, 08-2121-007-2680, 08-2121-007-2690 and 0- 2121-007-2630. According to the Purchase Agreement TNJ Realty will close on this property at the end of April 2019. • Two parcels are owned by Shaid Sheikh and Rafia Sheikh are located on the North and North West sections of this site and are identified by folios 08-2121-007-2650 and 08-2121- 013-2020. According to the Purchase Agreement TNJ Realty will close on this property at the end of April 2019. • According to the applicant, one of the properties is a single family home owned by Millicient Howell and identified by folio 08-2121-013-2010 and this site is located at the Southwest corner of this site. TNJ Realty will close on this property at the end of April 2019. • The final two parcels are owned by New Beginnings of South Florida, Inc. and are identified by folios 08-2121-007-2660 and 08-2121-007-2670. This entity filed bankruptcy in 2016. The bankruptcy has been dismissed and TNJ is currently in contract with New Beginnings to purchase these properties. TNJ will close on these properties in mid - August. • The development of this site, according to the site plan, will include the demolition of the buildings on six of the eight parcels of the site and the inclusion of the alleys if the City approves the alley vacation. The alleys within this development site is estimated to be approximately 8,940 square feet. The request for alleyway vacation was presented to the Planning & Zoning Board on June 4, 2019 as part of the redevelopment of this site along with the site plan and the development agreement. The requirements of Ordinance 14- 02, which provides a process for vacating streets and alleys, must be completed before the approval of the site plan and development agreement as the vacated alleys would bea part of the buildable area of the project as shown on the site plan. According to the site plan this new development would provide for the development of a convenience store and service station and an outparcel for additional retail development. This request before the City Commission is for the approval of the Land Sale and Purchase Agreement to sell the real property which is legally and more specifically described in exhibit "A", which contains a reverter clause if the the Retail Center with a conveninence store and service station is not developed for commercial use within thirty-six months from the date of closing of this Real Property. According to the site plan, all of the City zoning requirements would be in compliance, specifically for setbacks, building heights, parking and landscaping requirements. Financial Impact For the sale of the City Owned Surplus Property the City will receive approximately $57,000.00 Proposed Action: Staff has recommended approval of this Request. Attachment: DRAFT Resolution -Approving the Land Sale and Purchase Agreement Land Sale & Purchase Agreement AGREEMENT FOR SALE AND PURCHASE OF VACANT LAND IN "AS IS" CONDITION This Agreement for Sale and Purchase (the "Agreement") is entered into as of the VP `".- day of 16\-\,e , 2021 by and between TNJ REALTY LLC , whose Post Office Address is 2257 SW 132nd Avenue, Miramar Florida 33027 ("Purchaser") and CITY OF OPA-LOCKA, a political subdivision of the State of Florida, hereinafter referred to as "Seller", whose Post Office Address is 780 Fisherman Street, Opa-locka, FL 33054. WITNESSETH, that for and in consideration of the mutual covenants contained herein, the Purchaser and Seller agree as follows: 1. REALTY. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller that certain real property, located in Miami -Dade County, Florida, which real property is legally and more specifically described in Exhibit "A", attached hereto and incorporated herein by this reference, together with all tenements, hereditaments, privileges, servitudes, rights of reverter, and other rights appurtenant to said real property owned by Seller, if any (collectively, the "Real Property"). The Real Property sale is subject to the possibility of reverter to the Seller as provided below and is sold in "as is" condition. 2. Title to the Real Property shall automatically revert to Seller or the then assignee of Seller's rights on the date that is three years (3) from the date of closing of this Real Property sale if Purchaser or its assignee fails to develop the Real Property for commercial use. Grantor shall record a notice of exercise of reverter or other document as may be deemed necessary. Upon the recording of such instrument, title to the Property shall vest in Seller or the then assignee of Seller's rights hereunder subject to all matters then of record, except that within thirty (30) days after Purchaser or the then assignee of Purchaser's rights in the Real Property has received written notice of such recordation, Purchaser or the then assignee of Purchaser's rights shall satisfy and take commercially reasonably efforts to cause the release and reconveyance of any encumbrances securing loans or evidencing liens or security interests created by Purchaser or the then assignee of Purchaser's rights. Purchase or the then assignee of Purchaser's rights shall execute any document reasonably required to give effect to this provision. The foregoing conditions and restrictions shall be deemed covenants rtmning with the land and binding upon Purchaser and its successors and assigns. The reversion right herein shall automatically expire and be of no further force and effect without the need of any further documentation following the date that is three (3) years after the date of the closing of this Real Property Sale, provided that the Real Property was developed for commercial purposes. 3. "AS IS" SALE. PURCHASER ACKNOLWEDGES AND AGREES THAT THE PROPERTY SHALL BE SOLD, AND PURCHASER SHALL ACCEPT POSSESSION OF POSSESSION OF THE PREMISES "AS IS, WHERE IS, WITH ALL FAULTS," WITH NO RIGHT OF SETOFF OR REDUCTION IN THE PURCHASE PRICE. SELLER, ITS COUNSEL OR ANYONE ACTING BY OR ON BEHALF OF SELLER HAVE OR SHALL BE DEEMED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) TO PURCHASER WITH RESPECT TO THE PROPERTY, ANY MATTER SET FORTH, CONTAINED OR ADDRESSED IN ANY OTHER TRANSACTIONAL DOCUMENTS, (INCLUDING THE ACCURACY, COMPLETENESS AND CONTENT THEREOF; PURCHASER WILL, PRIOR TO CLOSING, CONFIRM INDEPENDENTLY ALL INFORMATION THAT IT CONSIDERS MATERIAL TO ITS PURCHASE OF THE PREMISES; AND BY PROCEEDING TO CLOSING PURCHASER ACCEPTS THE RISK OF ANY AND ALL KNOWN AND/OR POTENTIAL ENVIRONMENTAL LIABILITIES ASSOCIATED WITH THE PREMISES. 4. PURCHASE PRICE AND PAYMENT. 4.1. PURCHASE PRICE. Purchaser agrees to pay a purchase price for the Real Property of Fifty -Seven Thousand Dollars and 00/100 Dollars ($57,000.00) (the "Purchase Price"). 4.2. ADJUSTMENTS TO PURCHASE PRICE. The Purchase Price to be paid at closing shall be subject to the adjustments, reductions (if any), and prorations provided for in this Agreement and will be paid at closing by wire transfer of U.S. funds for the Real Property referenced above. Any reductions in the Purchase Price shall be agreed upon between Purchaser and Seller prior to the end of the Inspection Period, hereinafter defined. In the event the parties cannot agree upon the total reduction in the Purchase Price, then this Agreement shall be automatically terminated. If Seller shall be unable to convey title to the Real Property according to the provisions of this Agreement, Purchaser may: (i) elect to accept such title that Seller may be able to convey, without a reduction in Purchase Price; or (ii) terminate this Agreement. Upon such termination, 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. 4.3 INTEREST CONVEYED. Seller is the record owner of the fee simple title to the Real Property and agrees to convey title to the Real Property by Quit Claim Deed, subject to the possibility of reverter as set forth herein and in. the Quit Claim Deed. 4.4 AD VALOREM TAXES. Purchaser, a political subdivision of the State of Florida, is exempt from payment of ad valorem taxes. 5. RIGHT TO ENTER REAL PROPERTY. Seller agrees that Purchaser and its agents shall, upon reasonable notice, have the right to enter the Real Property for all lawful and agreed upon purposes in connection with this transaction, including any environmental testing provided the Purchaser shall indemnify and hold Seller harmless for damage or injury caused by Purchaser and its agents subject to all limitations of Section 768.28, Florida Statutes. Purchaser's indemnification and insurance obligations set forth herein shall survive the closing or early termination hereof. Purchaser may in the course of such entry make any invasive tests, alterations or improvements to the Real Property owned by Seller, with the express written consent of Seller, which consent may not be unreasonably withheld. Notwithstanding the foregoing, prior to any entry upon the Real Property by Purchaser or any of its agents, Purchaser shall provide Seller with an insurance certificate reflecting liability insurance coverage of not less than $1,000,000 and naming Seller as an additional insured. If Closing does not occur, Purchaser shall repair and restore the Real Property to the condition existing prior to any test or construction on the site. 6. TENANCIES. Seller further warrants and represents that no person is living on or 2 occupying the Real Property, that there is no tenant in possession of the Real Property and that there are no leases or other agreements and understandings affecting possession, use or occupancy of the Real Property. 7. PRORATIONS. Expenses for electricity, water, sewer, waste collection, if any, shall be prorated to the day prior to closing. 8. CLOSING. The closing agent for this transaction shall be . Any closing cost shall be paid by the Purchaser. The closing of this transaction shall be completed on the day which is thirty (30) days from the Effective Date of this Agreement. If such date falls on a Saturday, Sunday or other legal holiday, the closing shall occur on the next available business day. Seller and Purchaser agree that closing may be accomplished by escrow and that a representative of the Seller shall not be required to attend closing. 9. TIME OF THE ESSENCE. Time is of the essence of this Agreement, provided that if any date upon which some action, notice or response is required of any party hereunder occurs on a weekend or national holiday, such action, notice or response shall not be required until the next succeeding business day. All obligations are subject to Acts of God or Nature or any other occurrence, which is beyond the control of Seller or Purchaser. 10. BROKERS. Purchaser shall hold Seller harmless from and against any and all claims, liability, cost, expense, damages, judgments and causes of action, including reasonable attorney's fees, based on real estate commissions claimed due pursuant to this transaction to any real estate broker or real estate agent, which claims arise by through, or under Purchaser. 11. EXPENSES. Purchaser shall be responsible for recording fees on the Quit Claim Deed. Purchaser shall be responsible for the payment of Florida Documentary Stamp Taxes and Miami -Dade County Surtax on the Quit Claim Deed. 12. POSSESSION. Seller shall deliver possession of the Real Property to the Purchaser at closing. 13. SELLER'S DISCLAIMER/PURCHASER'S RELEASE. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HAS NOT MADE, AND SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS OF ANY KIND OR CHARACTER REGARDING ANY ASPECT OF THE REAL PROPERTY, INCLUDING, WITHOUT LIMITATION: (A) THE VALUE, NATURE, QUALITY OR PHYSICAL CONDITION OF THE REAL PROPERTY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY FOR ANY ACTIVITY OR USE WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF THE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A 3 PARTICULAR PURPOSE OF THE REAL PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, (G) COMPLIANCE OF THE REAL PROPERTY WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE REAL PROPERTY OF HAZARDOUS MATERIALS, OR (H) THE COMPLIANCE OF THE FACILITIES ON THE REAL PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY OR ANY DOCUMENTS RECORDED IN THE PUBLIC RECORDS OF MIAMI-DADE COUNTY. ADDITIONALLY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT REGARDING THE REAL PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN. PURCHASER ACKNOWLEDGES THAT,PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE REAL PROPERTY (WHICH PURCHASER MAY HAVE ACCESS AS HEREIN SET FORTHO AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, OTHER THAN INFORMATION EXPRESSLY REQUIRED TO BE PROVIDED BY SELLER HEREUNDER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE REAL PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS -IS, WHERE -IS" BASIS WITH ALL FAULTS. THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT THE REAL PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. FURTHERMORE, EXCEPT FOR ANY CLAIM THE PURCHASER MAY HAVE AS A RESULT OF THE BREACH BY THE SELLER OF ANY EXPRESS REPRESENTATION OR WARRANTY OF SELLER SET FORTH HEREIN, PURCHASER DOES HEREBY RELEASE AND FOREVER DISCHARGE SELLER, ITS DIRECTORS, SHAREHOLDERS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, LEGAL REPRESENTATIVES, AGENTS AND ASSIGNS, FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, CLAIMS AND DEMANDS FOR, UPON OR BY REASON OF ANY DAMAGE, LOSS OR INJURY WHICH HERETOFORE HAVE BEEN OR WHICH HEREAFTER MAY BE SUSTAINED BY PURCHASER RESULTING FROM OR ARISING OUT OF THE PRESENCE OF ANY HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONTAMINATION ON OR IN THE VICINITY OF THE REAL PROPERTY, INCLUDING THE SOIL AND/OR GROUNDWATER (HEREINAFTER REFERRED TO AS THE "CLAIMS"). THIS RELEASE APPLIES TO ALL SUCH CLAIMS WHETHER THE ACTIONS CAUSING THE PRESENCE OF HAZARDOUS MATERIALS ON OR IN THE VICINITY OF THE REAL PROPERTY OCCURRED BEFORE OR AFTER THE CLOSING. THIS RELEASE EXTENDS AND APPLIES TO, AND ALSO COVERS AND INCLUDES, ALL STATUTORY OR COMMON LAW CLAIMS THE PURCHASER MAY HAVE AGAINST THE SELLER. THE PROVISIONS OF ANY STATE, FEDERAL, OR LOCAL LAW OR STATUTE PROVIDING IN SUBSTANCE THAT RELEASES SHALL NOT EXTEND TO CLAIMS, DEMANDS, INJURIES OR DAMAGES WHICH ARE UNKNOWN OR UNSUSPECTED TO EXIST AT THE TIME, TO THE PERSON EXECUTING SUCH RELEASE, ARE HEREBY EXPRESSLY WAIVED. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS AGREEMENT. 4 14. DEFAULT. 14.1 BREACH BY SELLER. In the event of a breach of Seller's covenants or warranties herein and the failure of Seller to cure such breach within the time provided for closing, Purchaser may, at Purchaser's election and as Purchaser's sole and exclusive remedy do one of the following: (i) terminate this Agreement and the parties shall have no further rights or obligations under this Agreement (except as survive termination); (ii) enforce this Agreement by suit for specific performance; or (iii) waive such breach and close the purchase contemplated hereby, notwithstanding such breach. 14.2 BREACH BY PURCHASER. In the event of a breach of Purchaser's covenants or warranties herein and the failure of Purchaser to cure such breach within the time provided for closing, Seller may seek specific performance or money damages. The Seller's measure of damages shall be the difference between the purchase price and the fair market value of the property at the time of Purchaser's breach. 15. LITIGATION. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs from the other party upon final court judgment, including appellate proceedings. 16. SUCCESSORS IN INTEREST. This Agreement will inure to the benefit of and be binding upon, and is intended solely for the benefit of the parties hereto, and their respective heirs, personal representatives, successors, and assigns; and no third party will have any rights, privileges or other beneficial interests herein or hereunder. 17. GOVERNING LAW. This Agreement is governed by and will be construed in accordance with the laws of the State of Florida, and in the event of any litigation concerning the terms of this Agreement; proper venue thereof will be in Miami -Dade County. 18. INVALID PROVISIONS. In the event any term or provision of this Agreement is held illegal, unenforceable or inoperative as a matter of law, the remaining terms and provisions will not be affected thereby, but will be valid and remain in force and effect, provided that the inoperative provision (s) are not essential to the interpretation or performance of this Agreement in accordance with the clear intent of the parties. 19. RECORDING. This Agreement or notice thereof may be recorded by Purchaser in the minutes of the Clerk of the City of Opa-Locka, Florida, but shall not be recorded in the official public records of the Clerk of the Court of Miami -Dade County, Florida. 20. ASSIGNMENT. Neither this Agreement nor any interest therein shall be assigned by Purchaser or Seller without the express written consent of each other, which consent shall not be unreasonably withheld. 21. RADON GAS. Radon is a naturally occurring radioactive gas that, when it has accumulated in the building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found 5 in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County Public Health Unit. 22. NOTICE. All notices and demands of any kind which either party may be required or may desire to serve upon the other party in connection with this Agreement shall be in writing, signed by the party or its counsel identified below, and shall be served (as an alternative to personal service) by registered or certified mail, overnight courier service, email or facsimile transmission (followed promptly by personal service or mailing of a hard copy), at the addresses set forth below or at such other address as has been substituted by notice given in the manner required hereby. As to Seller: With a copy to: As to Purchaser: With a copy to: John E. Pate, City Manager City of Opa-locka Office of the City Manager 780 Fisherman Street Opa-locka, FL 33054 E -Mail: jpate@opalockafl.gov Bumadette Norris Weeks, Esq. Burnadette Norris -Weeks P.A. 401 NW 7th Avenue Fort Lauderdale, Florida 33311 Fax: 954-768-9770 E -Mail: bnorris@apnwplaw.com TNJ REALTY LLC c/o William Green, Managing Partner 2257 SW 132nd Avenue Miramar Florida 33027 The Barrister Law Firm c/o Christopher Benjamin P.O Box 694011 Miami Florida 33269 Any such notice or demand so secured shall constitute proper notice hereunder upon delivery to the United States Postal Service or to such overnight courier, or by confirmation of the facsimile transmission or email transmission. 23. 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. 24. CONFLICT OF INTEREST. The Seller covenants that no person under its employ who presently exercises any functions or responsibilities in connection with purchase and sale of the Real Property has any personal fmancial interest, direct or indirect, in this Agreement, except 6 for the interest of the Seller in the sale of the Real Property. The Seller is aware of the conflict of interest laws of Miami -Dade County, Florida and the State of Florida (Chapter 112, Florida Statutes), and agrees that it shall comply in all respects with the terms of said laws and any future amendments, as well as all other federal or state laws or regulations applicable to the transaction that is the subject matter of this Agreement. 25. 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. 26. SURVIVAL OF REPRESENTATIONS/WARRANTIES. The representations and warranties contained in this Agreement shall survive the Closing for a period of six (6) months and be enforceable by the respective parties. 27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto as it pertains to the subject matter contained herein and shall supersede and take precedence over any and all prior and contemporaneous agreements and understandings between the parties hereto. 28. EFFECTIVENESS. The Effective Date of this Agreement shall be the date when the last party (Purchaser or Seller) executes this Agreement. 29. COUNTERPARTS, FURTHER INSTRUMENTS. This Agreement may be executed in counterparts, and when so executed shall be deemed executed as one agreement. Seller and Purchaser shall execute any and all documents and perform any and all acts reasonably necessary to fully implement this Agreement. (SIGNATURE PAGE FOLLOWS) 7 IN WITNESS WHEREOF, the Purchaser and Seller have duly executed this Agreement as of the day and year above written. SELLER: ATTEST: By: Joann ' 1 lores City Ci rk Date: -AD 11 ALA lac;A Approved as to form and legal sufficiency: r Burnadette Norris(4(j/1 s, P.A. City Attorney PURCHASER: TNJ REALTY LLC By: Name: Title: 8 CITY OF OPA-LOCKA Date: et 1 raoa1 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY A PARCEL OF LAND BEING A PORTION OF BLOCK 148 , OF PLAT NO. THREE OPA- LOCKA, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 31, AT PAGE 14 OF THE PUBLIC RECORDS OF MIAMI DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: ALL OF THE 20 FOOT ALLEY IN BLOCK 148 OF PLAT NO. THREE OPA-LOCKA, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 31, AT PAGE 14 OF THE PUBLIC RECORDS OF MIAMI DADE COUNTY, FLORIDA. LESS AND EXCEPT THAT PART OF TRACT D, DEEDED TO COUNTY OF DADE FOR ROAD RIGHT OF WAY BY WARRANTY DEED DATES 11/22/44, FILED 11/28/44, IN DEED BOOK 2442, PAGE 471 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA. 9 Instrument Prepared By ; Please Return To: MICHELLE AUSTIN PAMIES, ESQ 401 NORTH AVENUE OF THE ARTS FORT LAUDERDALE, FL. 33311 (954) 768-9770 SPACE ABOVE THIS LINE FOR RECORDING DATA QUITCLAIM DEED THIS QUIT CLAIM DEED, made this i day of - oqe 2021 between the City of Opa-Locka, Florida, a municipal corporation, whose address is 780 Fisherman Street, Opa-Locka, Florida 33054, hereinafter referred to as the Grantor, and TNJ Realty, LLC., a Florida Limited Liability Company whose address is 2257 SW 132nd Avenue, Miramar Florida 33027 hereinafter called the Grantee. WITNESSETH; that said Grantor, for and in consideration of the sum of TEN AND 00/100 DOLLARS ($10.00) and other good and valuable considerations to said Grantor in hand paid by said Grantee, the receipt and sufficiency of which is hereby acknowledged, does hereby remise, release and quit claim to the said Grantee, and Grantee 's successors and assigns forever, the following described land and property, situate, lying and being in Miami -Dade, County, State of Florida to -wit: A PARCEL OF LAND BEING A PORTION OF BLOCK 148, OF PLAT NO. THREE OPA-LOCKA, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 31, AT PAGE 14 OF THE PUBLIC RECORDS OF MIAMI DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: ALL OF THE 20 FOOT ALLEY IN BLOCK 148 OF PLAT NO. THREE OPA-LOCKA, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 31, AT PAGE 14 OF THE PUBLIC RECORDS OF MIAMI DADE COUNTY, FLORIDA. LESS AND EXCEPT THAT PART OF TRACT D, DEEDED TO COUNTY OF DADE FOR ROAD RIGHT OF WAY BY WARRANTY DEED DATES 11/22/44, FILED 11/28/44, IN DEED BOOK 2442, PAGE 471 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA. This Quit Claim Deed was prepared without having examined the title to the lands herein described and no warranty or other representation is made and no opinion (express or implied) is given as to the marketability or condition of the title thereto, the quantity of the land included, the location of the boundaries thereto, or the existence of liens, unpaid taxes or encumbrances. To Have And To Hold the same together with all and singular the appurtenance thereunto belonging or in any way appertaining, and all the estate, right title, interest, lien, equity, and claim whatsoever of the Grantor, either in law or equity, to the only proper use, benefit and profit of the Grantee forever. Title to the Real Property shall automatically revert to Grantor or the then assignee of Grantor's rights on the date that is three years (3) from the date of Grantor's execution of this Quit Claim Deed if Grantee or any subsequent grantee of the property herein conveyed fails to develop the real property for commercial use. Upon Grantor's recording of a Notice of Reverter and/or any other required instrument, title to the property shall automatically revert to Grantor. IN WITNESS WHEREOF, Grantor has hereunto set Grantor's hand and seal the day, month and year first above written. SIGNED, sealed and delivered in the presence of: WITNES fir\ �r i (Q PRINTED NAME - WITNESS iTNEss st I ane, ave lakki '--"PRINTED NAME - WITNESS STATE OF FLORIDA COUNTY OF MIAMI-DADE: Jo C e ager Opa-locka, Florida The foregoing instrument was acknowledged before me by means of ®physical presence or ❑ online notarization, this day of )v'' -C . , 2021, by John E. Pate, as City Manager for the City of Opa-locka, a Florida municipal corporation, who ispersonally known to me OR [ ] who has produced as identification. Q,KA,,,kfk_ (40-A Public — State of Florida My commission expires: (3 M X11 O :j (NOTARY SEAL) rb r Pr,_ Notary Public State of Florida ' Joanna Flores Ai My Commission GG 292935 or her Expires 01/21/2023 CITY OF OPi4-LOC6C/A BUILDING DEPARTMENT WILDING PERMIT AND INSPECTION RECORD SINGLE STOP (ALL'iRAPES) PERMIT i18OLW2i LEGAL ADDRESS OF JOB DATE ISSUED: APPROVED BY 0 DATE SETBACK &YARDS •m NCH & FORMS REINFORCING STEEL O.K.TO POUR FOOTINGS DO NOT POUR FOOTINGS UNTIL ABOVE IS APPROVED REAM AIR COND. RE - FRIG., GROUNDWORK , . .. .. ELEQTRICAL GROUNDWORK • . . ' PLUMBING . GROUNDWORK . - -• • • , GAS PIPING GROUNDWORK • • • DO HOT PO!]R COAICREi'E FLoOIt SLAB OR COVER FIRST FLOOR JOISTS UNTIL ANY WORK LIST D ASOVE IS APPROVED FIRST F1.0QA SLAB • . DO NO WORK ABOVE FIRSt FLaOR' UNTIL AS -- BUILT ELEV. SURVEY SUBMITTED IF. REQUIRED. ELEV. SURVEY • .1E BEAM INSPECTORS WILL NOTE BELOW ANY MAJOR ITEMS . INSPECTED BUT NOT LISTED ABOVE MECH ELEC PLBG OTHER INSPECTIONS APPROVED BY DATE ROUGH ELECTRICAL, PLUMBING & MECHANICAL • DO NOT CALL FOR FRAMING INSPECTION UNTIL APPROVALS HAVE BEEN OWED BELOW. • ROUGH EI EOTRP . • . PLUMBINC#7CR OBIT , . • .. . . ,. PLUMBING TUB A WATER PIPE , • • • • . • ROUGH HEAT4%113 . CON[I:''IOR'IEFRIG.' • • . . • . • - ROUGH GAS PIPING FRA14114 Se • FUME FRAMING ` .. . • •. • . • , ,• �••i •. . - DO NOT COVER • • • ABOVE ITEMS UNTIL -APPROVED. '. TIN GAP' . ., ' . • SOAKAGE PIT • " WELLS SEWER, SEPTIGTANK • FIR FINAL (COMMERCIAL ONLY) (Foa FIRE INSPECIION CALL: 716-762) . • FINAL GAS . . • _• FINALELECIRIG - FINAL PLANBING PidiV. HEAT, AIR a 11). OR REFRIG. • fi; �,r,rc� ;..tai .t• :: ri:. .'411INIY DENO . . - - • 'i P,i, BUILDING INSPWTION . REFER TO THIS NUMBER WHEN CALLi1M FOR INSPECTION: • MASTER BLDG PERMIT # 2.Q0040 • TRADE PERMIT NUMBER Scanned with CamScanner BUILDING PERMIT APPLICATION - BUILDING DEPARTMENT 3400 NW 135th St., Building B Opa-Locka, Florida 33054 Tel: (305) 953.2827 Fax: (305) 953.2897 " THE GREAT CRY " 8Pita-iacnaefRare& PERMIT TYPE (Circle) IIILDIN.C: MECHANICAL WALUFENCE OTHER iownai:= tTNJ Realty ; 'n Tcl No 305-632-8601 Mail Address 2257 SW 132nd Ave Miramar, FL 33027 Bldg Contr TBD Tel No TBD Mail Address TBD Architect Greenberg Farrow Engineer CPH Tax folio no 08-2121-007'2660 - see survey for additional LEGAL DESCRIPTION OF JOB: Lot No. 131k Subdivision P13 & Page No 31,14 Street Address or Job 13730 NW 27th Avenue Lot Size 1.02 Ac Survey Attached yes Present Use Liquor Store and other vacant commercial 1 HEREBY MAKE APPLICATION FOR PERMITTO: ERECT® ALTER 0 DEMOLISH 0 ADD 0 REPAIR 0 REMOVE 0 REMODEL 0 ROOF 0 FENCE 0 SIGN 0 A STORY RESIDENTIAL O INDUSTRIALO 'OTHER 22t 244. 6 3-. /4,1178 -- FOR THE FOLLOWING USE AND OCCUPANCY Gas Station and Convenience Store SQJLIN. FT 2,824 ESTIMATED COST $1,000,000 1 understand that in signing this applic . n. I am responsible for the supervision and c ' pieti ' n of the 1 nstruction in accordance with the plans and s ' ifica i ' ns an ' r compliance with all City. rcderal, Stateend C nI ,, s licablc. StON u' I:O ONT A OR (. ALIFIER)OR OWNER-M.t)R ON RAC OR (QUALIFIER) 0R OWNERd1Utl,DI 1-01/3 WV /6' — — ,::(14;216 WARNING TO OWNER: YOU MUST RECORD NOTICE OF COMMENCEMENT, FAILURE TO SO MAY RESULT IN YOUR PAVING TWICE I' SEEING IMPROVEMENTS TO YOUR PROPER IF YOU INTENT) TO OBTAIN FINANCING, CO SUIT WITH YOUR LENDER OR AN ATTORNEY BEFORE RECORDING TOUR COMMENCEMENT. PERMIT NO. DATE ISSUED: CASH RECEIPT NO. CASH or Cr. IECK NO. SIGN PAVING ROOFING FIELD INSPECTION nt 4,46,1 36 S- G3 2. —86° FOR OFFICE USE ONLY ZONING APPR D D TE DENIED /d d► JO PUBLIC WORKS PLUMBING 0 /.877 ELECTRICAL t MECHANICAL /1•'2. STRUCTURAL ! ar' ,--- BUILDING ( . /1• ' u -' 2... --2 -f5,c Principal Bldg Accessory Bldg Screen Enc Wall Fence Pool Paving 0 Oil t-) Soakage Pit 0 ,- v 0 c Roofing Public Works 0 Building Other ❑ Field inspection 0 CC Fee C9� TOTALBLDG VALUE & FEES ISSUED BY: ESTIMATED VALUE FEE 'Zu (,C. 1 82-4 •Lf, a j a�� 1 ,. 2`4 0 D CA .zL >] 1 .''i' yob 1 go -;2-.4 137 +4, 000 1 , Da,,E1, i,„rE 12, a. GU ertification is required for finished floor levation prior to Certificate of Occupancy. ONTRACTOR'S UMBER UALIFIER' AME 6),//0/14( QUALIFIER'S ADDRES CITY Pfr2 STATE g#4 ZIP CODE f36Y-7 TEL. NO. 5D 4 6 3 Z g-669// 1.,%i "yr).trtnr% Anwlinnnl Scanned with CamScanner Memorandum TO: Esin Abia, Building Official/Director Building & License Department FROM: Gerald Lee, Zoning Official/Planner Planning & Community Development DATE: October 20, 2020 RE: Proposed Impact Fees for TNJ Realty, LLC The Impact Fee Ordinance Numbers 15-21, 15-22, 15-23, and 15-24 applies to the construction of this Gas Station and Convenience Store at the vacant property identified by folios 08-2121-007-2630, 08-2121-007-2650, 08-2121-007-2670, 08-2121-007-2660, 08-2121-013-2020, Opa-Iocka, FL 33054 in the B-2 Zoning District. The impact fees for this project are calculated according to the ordinances listed above, however the water and sewer impact fees will be waived because the new construction provides no net increase in resource use. Written authorization will be provided by Auria Austin, Director of Public Works/Capital Improvement Department. The calculations are as follows: WATER IMPACT FEE $ .00 SEWER IMPACT FEE $ .00 ROAD DRAINAGE IMPACT FEE $ 16,009.00 PUBLIC SAFETY IMPACT FEE $ 469.00 PARK IMPACT FEE $ 00.00 TOTAL $ 16,478.00 Impact Fees: TNJ Realty — Gas Station -Convenience Store Scanned with CamScanner NEXSEN1PRUET John A. Sowards Member Admitted in SC June 2, 2021 City of Opa Locka Opa Locka, Florida RE: Escrowed Funds to Facilitate the Alleyway Closing Dear Sir or Madam: Please allow this correspondence to confirm that our Firm is serving as the Escrow Agent for certain funds designated to facilitate the purchase of an alleyway in Opa Locka, Florida. Specifically, we hold in escrow the sum of $57,000, which funds will be advanced to TNJ Realty, LLC to facilitate its purchase of an alleyway from the City of Opa Locka. Charleston Charlotte Columbia Greensboro Greenville. Hilton 11 Myrtle Beach Raleigh 1230 Main Street Suite 700 (29201) PO BOX 2426 Columbia, SC 29202 www.nexsenpruet.com I understand that this letter is required in connection with the City of Opa Locka's agreement to reinstate the contract with TNJ Realty, LLC for the purchase of the alleyway. Please contact me should you have any questions or need further information in regard to this matter. Ve ruly furs, J tin A. Sowards J S/mw cc: Jason Stern (via email) William Green (via email) T (803) 253-8226 F 803.727.1426 E JSowards@nexsenpruet.com Nexsen Pruet, LLC Attorneys and Counselors at Law