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HomeMy Public PortalAbout22-9950 - Sale of Property IDMA Holdings Inc (AMDI)Sponsored by: City Manager RESOLUTION NO. 22-9950 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE SALE OF DECLARED CLOSED, VACATED AND ABANDONED CITY PROPERTY BETWEEN THE PARCELS IDENTIFIED BY FOLIOS 08- 2128-002-0020; 08-2128-002-0030; 08-2128-002-0040; 08-2128-002-0050; 08- 2128-002-0060; 08-2128-002-0090; 08-2128-004-0380; AND 08-2128-004- 0330; APPROVING AN AGREEMENT BETWEEN THE CITY OF OPA-LOCKA AND IDMA HOLDINGS, LLC. FOR THE SALE AND PURCHASE OF SAID VACANT LAND, IN THE I-2 ZONING DISTRICT, IN THE AMOUNT OF THREE HUNDRED SIX THOUSAND, NINE HUNDRED SIXTY-THREE DOLLARS ($306,963.00); FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT FOR SALE AND PURCHASE OF VACANT LAND IN "AS IS" CONDITION; AND TO TAKE ALL OTHER NECESSARY ACTIONS TO EFFECTUATE THE INTENT OF THIS RESOLUTION; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on November 10, 2021, the City Commission the City of Opa-Locka ("City Commission") voted to approve the closure, vacation and abandon a portion of NW 130th Street between NW 30th Avenue and NW 30th Court within the City of Opa- Locka ("Property") at the request of AMDI USA, Inc. (on behalf of adjacent company property owner IDMA Holdings, LLC.) as IDMA Holdings, LLC desires to acquire the Property; and WHEREAS, City of Opa-Locka staff and representatives of IDMA Holdings, LLC. entered into good -faith negotiations and prepared a final Agreement for Sale and Purchase of Vacant Land in "As Is" Condition ("Purchase and Sale Agreement") for City Commission approval, attached hereto as Exhibit "A", in an amount of Three Hundred Six Thousand, Nine Hundred Sixty -Three Dollars ($ 306,963.00); and WHEREAS, AMDI USA, Inc. (on behalf of IDMA Holdings, LLC.) confirmed they are prepared to conclude the purchase of the Property; and Resolution No. 22-9950 WHEREAS, the Right of Way real property subject to the Agreement for Sale and Purchase of Vacant Land in "As Is" Condition is identified by the following: The Right of Way at the NW 30th Court portion is between folios: 08-2128-002-0090; 082128-002-0060; 08-2128-002-0050; 08-2128-002-0090; on the East; and folio 08-2128-004-0380 on the West. The Right of Way at the NW 130th Street portion is between folios: 08-2128-002-0090; and 08-2128-002-0080 on the North; and folio 08-2128-002-0100 on the South; and WHEREAS, the City Commission finds that it is in the best interest of the City of Opa-Locka and its residents to enter into the Agreement for Sale and Purchase of Vacant Land in "As Is" Condition with IDMA Holdings, 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 authorizes the sale of declared closed, vacated and abandoned and approves an Agreement for Sale and Purchase of Vacant Land between the City of Opa-Locka and IDMA Holdings, LLC. for the declared closed, vacated and abandoned property identified by folio(s): 08-2128-002- 0020; 08-2128-002-0030; 08-2128-002-0040; 08-2128-002-0050; 08-2128-002-0060; 08-2128- 002-0090; 08-2128-004-0380; AND 08-2128-004-0330, in the 1-2 Zoning District, in the amount of Three Hundred Six Thousand, Nine Hundred Sixty -Three Dollars ($ 306,963.00), 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. 2 Resolution No. 22-9950 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 12th day of January 2022. Veronica J. Williams, Mayor ATTEST: Jo.E a Flores, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Burnad@tfe Norris -Weeks, P.A. City Attorney Moved by: Vice Mayor Taylor Seconded by: Commissioner Bass VOTE: 5-0 Commissioner Bass YES Commissioner Davis YES Commissioner Dominguez YES Vice Mayor Taylor YES Mayor Williams YES 3 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 day of , 2022 by and between AMDI USA, Inc. / IDMA HOLDINGS, LLC, whose Post Office Address is 13050 NW 30th AVE, OPA LOCKA, FL 33054 ("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 three (3) yearsafter 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. Purchaser, 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 running 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. A certificate of occupancy from the City of Opa-Locka's Building Department shall be the proof of commercial development. 3. "AS IS" SALE. PURCHASER ACKNOLWEDGES AND AGREES THAT THE PROPERTY SHALL BE SOLD, AND PURCHASER SHALL ACCEPT 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 NOT 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 Three Hundred Six Thousand, Nine Hundred Sixty -Three Dollars ($ 306,963.00) (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. 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 at 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: 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 With a copy to: Burnadette 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 As to Purchaser: With a copy to: IDMA Holdings, LLC, a Florida Limited Liability Company 13050 NW 30th Ave Opa-Locka, FL 33054 Dunay Miskel Backman, LLC 14 SE 4th Street Suite 36 Boca Raton, FL 33432 Attn: Hope W. Calhoun, Esq. 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 financial 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: Joanna Flores City Clerk CITY OF OPA-LOCKA By: John E. Pate City Manager Date: Date: Approved as to form and legal sufficiency: Burnadette Norris Weeks, P.A. City Attorney PURCHASER: IDMA HOLDINGS, LLC / AMDI USA, Inc. By: Name: Title: 8 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All those portions of N.W. 30th. Court and N.W. 130th. Street, as shown on recorded plat of "EAST VIEW GARDEN LAKE ADDITION" according to the plat thereof as recorded in Plot Book 51, Page 17, Public Records of Miami - Dade County, Florida, being bounded by the following lines: Bounded on the North by the North line of Block 360, extended Westerly to the East line of the West 1 /2 of Lot 21, of "NILE GARDENS SECTION 2", according to the plot thereof as recorded in Plot Book 31, Page 42, Public Records of Miami -Dade County, Florida; Bounded on the West by the East line of the West 1 /2 of Lot 21, of "NILE GARDENS SECTION 2", according to the plot thereof as recorded in Plat Book 31, Page 42, Public Records of Miami -Dade County, Florida; Bounded on the South by the centerline of N.W. 130th. Street, as shown on recorded plot of "EAST VIEW GARDEN LAKE ADDITION" according to the plot thereof as recorded in Plat Book 51, Page 17, Public Records of Miami - Dade County, Florida, with its Westerly limits being the East line of the West 1 /2 of Lot 21, of "NILE GARDENS SECTION 2", according to the plot thereof as recorded in Plat Book 31, Page 42, Public Records of Miami -Dade County, Florida, its Easterly limits being the East Lot of Lot 8, in Block 360, extending Southerly to the centerline of said N.W. 130th. Street, its Northerly limits being the Southerly line of said Lot 8; Bounded on the East by the Westerly limits of Lots 1, 4, 5 and 8 in Block 360, as shown on recorded plat of "EAST VIEW GARDEN LAKE ADDITION" according to the plat thereof as recorded in Plat Book 51, Page 17, Public Records of Miami -Dade County. Florida. Said portion containing approximately 11,369 square feet. 9 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 day of , 2022 by and between AMDI USA, Inc. / IDMA HOLDINGS, LLC, whose Post Office Address is 13050 NW 30th AVE, OPA LOCKA, FL 33054 ("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) + 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 running 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 Three Hundred Six Thousand, Nine Hundred Sixty -Three Dollars ($ 306,963.00) (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. 2 6. TENANCIES. Seller further warrants and represents that no person is living on or 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 3 APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A 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 4 RELEASE, ARE HEREBY EXPRESSLY WAIVED. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS AGREEMENT. 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 5 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 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 Burnadette 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 IDMA Holdings, LLC, a Florida Limited Liability Company 13050 NW 30th Ave Opa-Locka, FL 33054 Dunay Miskel Backman, LLC 14 SE 4th Street Suite 36 Boca Raton, FL 33432 Attn: Hope W. Calhoun, Esq. 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 6 who presently exercises any functions or responsibilities in connection with purchase and sale of the Real Property has any personal financial interest, direct or indirect, in this Agreement, except 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: Joanna Flores City Clerk CITY OF OPA-LOCKA By: John E. Pate City Manager Date: Date: Approved as to form and legal sufficiency: Burnadette Norris Weeks, P.A. City Attorney PURCHASER: IDMA HOLDINGS, LLC / AMDI USA, Inc. By: Name: Title: 8 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All those portions of N.W. 30th. Court and N.W. 130th. Street, as shown on recorded plat of "EAST VIEW GARDEN LAKE ADDITION" according to the plat thereof as recorded in Plot Book 51, Page 17, Public Records of Miami - Dade County, Florida, being bounded by the following lines: Bounded on the North by the North line of Block 360, extended Westerly to the East line of the West 1 /2 of Lot 21, of "NILE GARDENS SECTION 2", according to the plot thereof as recorded in Plot Book 31, Page 42, Public Records of Miami -Dade County, Florida; Bounded on the West by the East line of the West 1 /2 of Lot 21, of "NILE GARDENS SECTION 2", according to the plot thereof as recorded in Plat Book 31, Page 42, Public Records of Miami -Dade County, Florida; Bounded on the South by the centerline of N.W. 130th. Street, as shown on recorded plot of "EAST VIEW GARDEN LAKE ADDITION" according to the plot thereof as recorded in Plat Book 51, Page 17, Public Records of Miami - Dade County, Florida, with its Westerly limits being the East line of the West 1 /2 of Lot 21, of "NILE GARDENS SECTION 2", according to the plot thereof as recorded in Plat Book 31, Page 42, Public Records of Miami -Dade County, Florida, its Easterly limits being the East Lot of Lot 8, in Block 360, extending Southerly to the centerline of said N.W. 130th. Street, its Northerly limits being the Southerly line of said Lot 8; Bounded on the East by the Westerly limits of Lots 1, 4, 5 and 8 in Block 360, as shown on recorded plat of "EAST VIEW GARDEN LAKE ADDITION" according to the plat thereof as recorded in Plat Book 51, Page 17, Public Records of Miami -Dade County. Florida. Said portion containing approximately 11,369 square feet. 9 Instrument Prepared By ; Please Return To: BURNADETTE NORRIS-WEEKS, 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 day of 2022 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 IDMA HOLDINGS, LLC., a Florida Limited Liability Company whose address is 13050 NW 30th AVE, OPA LOCKA, FL 33054 hereinafter called the Grantee. WITNESSETH; that said Grantor, for and in consideration of the sum of Three Hundred Six Thousand, Nine Hundred Sixty -Three Dollars ($ 306,963.00) 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: SEE EXHIBIT "A" 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 abovewritten. SIGNED, sealed and delivered in the presence of: WITNESS WITNESS PRINTED NAME - WITNESS PRINTED NAME - WITNESS John E. Pate City Manager City of Opa-locka, Florida STATE OF FLORIDA COUNTY OF MIAMI-DADE: The foregoing instrument was acknowledged before me by means of ❑ physical presence or El online notarization, this day of , 2022, by John E. Pate, as City Manager for the City of Opa-locka, a Florida municipal corporation, who is personally known to me OR [ ] who has produced as identification. Notary Public — State of Florida My commission expires: (NOTARY SEAL) EXHIBIT "A" LEGAL DESCRIPTION All those portions of N.W. 30th. Court and N.W. 130th. Street, as shown on recorded plat of "EAST VIEW GARDEN LAKE ADDITION" according to the plat thereof as recorded in Plot Book 51, Page 17, Public Records of Miami -Dade County, Florida, being bounded by the following lines: Bounded on the North by the North line of Block 360, extended Westerly to the East line of the West 1 /2 of Lot 21, of "NILE GARDENS SECTION 2", according to the plot thereof as recorded in Plot Book 31, Page 42, Public Records of Miami -Dade County, Florida; Bounded on the West by the East line of the West 1 /2 of Lot 21, of "NILE GARDENS SECTION 2", according to the plot thereof as recorded in Plat Book 31, Page 42, Public Records of Miami -Dade County, Florida; Bounded on the South by the centerline of N.W. 130th. Street, as shown on recorded plot of "EAST VIEW GARDEN LAKE ADDITION" according to the plot thereof as recorded in Plat Book 51, Page 17, Public Records of Miami -Dade County, Florida, with its Westerly limits being the East line of the West 1 /2 of Lot 21, of "NILE GARDENS SECTION 2", according to the plot thereof as recorded in Plat Book 31, Page 42, Public Records of Miami - Dade County, Florida, its Easterly limits being the East Lot of Lot 8, in Block 360, extending Southerly to the centerline of said N.W. 130th. Street, its Northerly limits being the Southerly line of said Lot 8; Bounded on the East by the Westerly limits of Lots 1, 4, 5 and 8 in Block 360, as shown on recorded plat of "EAST VIEW GARDEN LAKE ADDITION" according to the plat thereof as recorded in Plat Book 51, Page 17, Public Records of Miami -Dade County. Florida. Said portion containing approximately 11,369 square feet.