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Access and Due Diligence Agreement between CMB & Rudy Perez and Elizabeth Perez !WY ►r3►� zotti DocuSign Envelope ID:ADF15C6B-F07E-4168-800D-72BB6229E26C ACCESS AND DUE DILIGENCE AGREEMENT This Access and Due Diligence Agreement (this "Agreement") is entered into as of February 28, 2024 (the "Effective Date"), by and between RUDY A. PEREZ AND ELIZABETH PEREZ, ("Seller"), and CITY OF MIAMI BEACH, ("Purchaser"). Seller and Purchaser are sometimes, as applicable,individually or collectively referenced herein as a"party" or the"parties." RECITALS: A. Seller is the owner of certain real property located in the City of Miami Beach in Miami-Dade County, Florida as more particularly described on Exhibit"A" attached hereto and incorporated herein by this reference(the"Property"). B. Purchaser is considering purchasing the Property from Seller and Purchaser and Seller are currently negotiating the terms of such contemplated purchase (the "Possible Transaction"). C. In connection with the Possible Transaction, Purchaser desires a license to enter upon the Property to examine, inspect and perform tests on the Property to evaluate the physical condition of the Property. Seller has agreed to grant Purchaser the license to enter upon the Property for such purpose in accordance with the terms and conditions of this Agreement. AGREEMENTS: For valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller hereby agree as follows: 1. Investigation Period. For purposes of this Agreement, the term "Investigation Period" means the period beginning on the date upon which this Agreement is signed by both of the parties hereto (the "Effective Date of the Agreement") and ending on the earlier of: (i) 5:00 p.m., Eastern Time on the date which is seven (7) business days after the Effective Date of this Agreement,or(ii)the date on which Seller and Purchaser, or an affiliate of Purchaser,execute and deliver to one another an agreement for purchase and sale of the Property. 2. Investigations;Procedures. During the Investigation Period, Seller hereby grants to Purchaser a license to enter upon the Property and make such reasonable, nondestructive inspections, investigations, studies and tests, including, without limitation, thermal imaging, surveys and engineering studies (individually, a "Purchaser Investigation" and collectively, the "Purchaser Investigations"), as Purchaser deems necessary or advisable; provided, however, that Purchaser shall not be permitted to conduct destructive or invasive testing (including, without limitation, any environmental testing other than a Phase I study and air sampling)without Seller's prior written consent. Purchaser shall conduct all Purchaser Investigations strictly in accordance with the following procedures: (a) Seller shall permit access to the Property by Purchaser and Purchaser's affiliates, employees and agents, including Purchaser's engineers, contractors and environmental consultants ("Purchaser Representatives"), for the purpose of conducting the Purchaser FTLDOCS 9079631 2 DocuSign Envelope ID:ADF15C6B-F07E-4168-800D-72BB6229E26C Investigations. (b) All Purchaser Investigations shall be conducted during normal business hours, unless Seller otherwise approves in writing. Purchaser shall deliver to Seller a written request to enter the Property at least twenty-four (24) hours prior to the intended time of entry; however, for purposes of notifications required or permitted by this sentence, Seller hereby consents to notification solely by electronic mail sent to: rperez4bullseye@aol.com. (c) No tests involving destructive or invasive testing shall be conducted without Seller's prior written approval, which approval may be granted or withheld at Seller's sole and absolute discretion. (d) Seller shall have the right,but not the obligation,to have its representatives, including, without limitation, and at Seller's option, Seller's engineers, contractors and environmental consultants ("Seller Representatives")present during any Purchaser Investigation. (e) Neither.Purchaser nor any Purchaser Representative has authority to do anything that may result in a lien or encumbrance against the Property in connection with the Purchaser Investigations. Without limiting the foregoing, however, Purchaser agrees to promptly pay when due all costs associated with Purchaser Investigations and not to cause, permit or suffer any lien or encumbrance to be asserted against the Property or Seller related to the Purchaser Investigations. (f) Purchaser shall comply with all federal, state and local laws, rules, regulations and ordinances which might in any way relate to the Purchaser Investigations. (g) Intentionally deleted. (h) Purchaser shall, upon written notice at its own expense, promptly fill and compact any holes, and otherwise restore any damage to the Property related to the Purchaser Investigations. Upon Purchaser's completion of Purchaser Investigations, Purchaser shall be responsible for returning the Property to substantially the condition existing prior to Purchaser's entry. 3. Confidential Information. Purchaser agrees, other than as required by law, that information gathered in connection with this Agreement that is not generally known to the public (the "Confidential Information") shall be considered Confidential Information, and such Confidential Information shall be used by Purchaser and Purchaser Representatives solely for the purpose of Purchaser's evaluation of the physical and environmental condition of the Property. Neither Purchaser nor any Purchaser Representative shall reveal, disclose, disseminate,publish or communicate to any other persons, parties or entities any Confidential Information, without the prior written consent of Seller, which shall be given or withheld in Seller's sole discretion, other than to Purchaser's officers, directors, partners, employees, consultants, attorneys, engineers, licensees, prospective investors, and lenders involved in this transaction who are responsible for determining the feasibility of Purchaser's acquisition of the Property and who have agreed to preserve the confidentiality of such information as required hereby (collectively, "Permitted Outside Parties"). Purchaser shall be responsible for ensuring that any and all Permitted Outside Parties (and any other person for whom Purchaser has responsibility hereunder) comply with the FTLDOCS 9079631 2 DocuSign Envelope ID:ADF15C6B-F07E-4168-800D-72BB6229E26C provisions of this Section 3. Purchaser shall not divulge the contents of the Property Documents or other Confidential Information except as required by law, in connection with a court order or other legal process, or otherwise in strict accordance with the confidentiality standards set forth in this Section 3. In permitting Purchaser and the Permitted Outside Parties to review the Property Documents or any other Confidential Information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-party benefits or relationships of any kind, either express or implied, have been offered, intended or created. The provisions of this Section 3 shall survive the termination of this Agreement,unless a purchase and sale agreement is entered into by the parties hereto, in which case the provisions of this Section 3 shall not survive and the parties instead shall be governed by the terms of such purchase and sale agreement with respect to such matters. Purchaser shall also promptly notify Seller in writing of requests for Confidential Information from any third party or regulatory agency. 4. Indemnification. Solely to the extent and limits permitted by Section 768.28 of the Florida Statutes,and without waiving any rights or defenses thereunder,Purchaser shall indemnify, defend and hold Seller and its respective affiliates, partners, shareholders, officers, members, directors, agents and employees (the "Seller Indemnified Parties") harmless from any and all losses, costs, liens, claims, causes of action, liability, damages, expenses and liability(including, without limitation,court costs and attorneys' fees and paralegals' fees)incurred in connection with or arising in any way from (a) any Purchaser Investigation conducted by Purchaser and/or any Purchaser Representative, (b)the exercise of Purchaser's rights under this Agreement, or (c) any material breach by Purchaser and/or any Purchaser Representative of the terms hereof. Notwithstanding the foregoing, in no event shall Purchaser have any liability or responsibility for: (i) any loss, cost, lien, claim, cause of action, liability, damage, expense or liability caused by the negligence or willful misconduct of Seller, Seller Indemnified Parties, or its or their agents, employees, or consultants; (ii) any adverse condition or defect on or affecting the Property not caused by Purchaser or any Purchaser Representative but discovered during the Purchaser Investigations; (iii)results or findings of any Purchaser Investigations; or(iv)the release or spread of any hazardous substances which are discovered (but not deposited)on or under the Property by Purchaser or any Purchaser Representative. This indemnity provision shall survive termination or expiration of this Agreement, unless a purchase and sale agreement is entered into between the parties, in which case all indemnity obligations shall be controlled by the terms of such purchase and sale agreement.If any proceeding is filed for which indemnity is required hereunder,Purchaser agrees, upon request therefor by any of the Seller Indemnified Parties, to defend the indemnified party in such proceeding at its sole cost utilizing counsel reasonably satisfactory to the indemnified party. 5. Enforcement. Seller may enforce the terms of this Agreement by any and all legal and equitable means necessary,in Seller's sole discretion,including,without limitation,injunction and monetary damages,and Seller shall be entitled to recover court costs and reasonable attorneys' fees from Purchaser if applicable. Notwithstanding the foregoing, under no circumstances shall any party be liable for consequential,special, indirect,exemplary,or punitive damages in the event of a breach or default by such party hereunder. If Purchaser deems Seller to be in noncompliance with the terms of this Agreement, Purchaser's sole remedy shall be to terminate this Agreement by written notice to Seller and Purchaser shall in no event be entitled to damages or reimbursement of costs and expenses from Seller or any Seller Representative. Except as otherwise provided by this Agreement, no breach, failure to comply with any term or provision of this Agreement, or FTLDOCS 9079631 2 DocuSign Envelope ID:ADF15C6B-F07E-4168-800D-72BB6229E26C failure of a covenant,warranty, or representation contained herein, shall be considered a"default" until a non-breaching party has provided written notice of the breach to the breaching party and the breach had gone uncured for a period of ten (10) days. 6. No Partnership. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, or of partnership, or of joint venture, or of any other association between Seller and Purchaser. 7. No Waiver. No waiver of any default by any party hereto shall be implied from any omission by any other party hereto to take any action with respect to such default, if such default continues or is repeated.No express waiver of any default shall affect any default or cover any period of time other than the default and period of time specified in such express waiver. A waiver of any default in the performance of any provision contained in this Agreement shall not be deemed to be a waiver of any subsequent default in the performance of the same provision or any other provision contained herein. 8. Binding Effect. The license granted to Purchaser and Purchaser's Representatives under the terms of this Agreement is personal to Purchaser, and neither this Agreement nor the license may be transferred or assigned by Purchaser. Subject to the foregoing limitation, the benefits of this Agreement and burdens of this Agreement shall inure to the benefit of and be binding upon the heirs, successors, personal representatives, and assigns of the parties hereto. 9. Notices. (a) All notices, requests, demands, and other communications required to be provided by any party under this Agreement(each, a"Notice") shall be in writing and delivered, at the sending party's cost and expense, by: (i) personal delivery; (ii) certified U.S. mail, with postage prepaid and return receipt requested; (iii) overnight courier service; or (iv) e-mail transmission, with a verification copy sent on the same day by any of the methods set forth in clauses (i), (ii), or(iii), to the recipient party at the following address: If to Seller: Rudy A. Perez and Elizabeth Perez 7605 Collins Ave., Miami Beach, Florida 33141 Telephone: (305) 794-4020 E-mail: rperez4bullseye@aol.com With a copy to: Shutts&Bowen LLP 201 East Las Olas Blvd, Suite 2200 Fort Lauderdale, Florida 33301 Attn: Spencer E. Hennings Telephone: (954) 847-3873 E-Mail: shennings@shutts.com • FTLDOCS 9079631 2 DocuSign Envelope ID:ADF15C6B-F07E-4168-800D-72BB6229E26C If to Purchaser: City of Miami Beach Attn: City Attorney's Office 1700 Convention Center Drive Miami Beach, Florida 33139 Telephone: (305) 673-7010 E-Mail: EricCarpenter@miamibeachfl.gov With a copy to: City of Miami Beach Attn: City Attorney's Office 1700 Convention Center Drive Miami Beach, Florida 33139 Telephone: (305) 673-7000 Ext: 24254 E-mail:RicardoDopico@miamibeachfl.gov (b) All Notices sent by a party pursuant to Section 9(a) shall be deemed to have been received by the party to whom such Notice is sent upon (i) delivery to the address or e-mail address of the recipient party, provided that such delivery is made prior to 5:00 p.m. (local time for the recipient party),on a business day, otherwise the following business day, or (ii) the attempted delivery of such Notice if(a) such recipient party refuses delivery of such Notice, or(b) such recipient party is no longer at such address or e-mail address, and such recipient party failed to provide the sending party with its current address or e-mail address pursuant to Section 9(b) hereof. (c) The parties shall have the right to change their respective address and/or e- mail address for the purposes of this Section 9 by providing a Notice of such change in address and/or e-mail address number as required under Section 9(a). 10. Revocation. The license granted under this Agreement is revocable by Seller, at any time, for any reason or no reason, upon written notice to Purchaser. 11. Business Day; Holidays; Weekends. As used in this Agreement, the term "business day"means any day,other than a Saturday or Sunday,on which banks located in Miami Beach,Florida are not required or authorized to close. If any notice or action required or permitted by this Agreement falls on a date which is not a business day, then such date shall be extended to the next business day.Except as otherwise provided by this Agreement,the last day of any period of time described herein shall be deemed to end at 5:00 p.m. local time in Miami Beach, Florida. 12. Entire Agreement. This Agreement is the entire agreement between Seller and Purchaser concerning the Purchaser Investigations, and no modification hereof or subsequent agreement relative to the subject matter hereof shall be binding on either party unless reduced to writing and signed by the party or parties to be bound. 13. Survival. All unperformed obligations of Purchaser at the end of the Investigation Period or other termination of this Agreement shall survive; provided, however, that in the event Seller and Purchaser or an affiliate of Purchaser execute and deliver to one another a negotiated purchase and sale agreement for the Property,this Agreement shall merge into such agreement and the entirety of this Agreement shall terminate and be of no further force or effect. FTLDOCS 9079631 2 g DocuSign Envelope ID:ADF15C6B-F07E-4168-800D-72BB6229E26C 14. Time is of the Essence.Time is of the essence with respect to this Agreement. 15. Rule of Construction. Purchaser and Seller acknowledge that each party has reviewed this Agreement and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto. 16. Multiple Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party,appear on each counterpart.All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this instrument to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. A signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. 17. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal,invalid or unenforceable provision or by its severance from this Agreement. 18. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. 19. Venue; Jury Trial. Venue for any action, suit, or proceeding brought to recover any sum due under, or to enforce compliance with, this Agreement shall lie in the court of competent jurisdiction in and for Miami-Dade County, Florida; each party hereby specifically consents to the exclusive personal jurisdiction and exclusive venue of such court. THE PARTIES HERETO WAIVE A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN THEM OR THEIR SUCCESSORS UNDER OR CONNECTED WITH THIS AGREEMENT OR ANY OF ITS PROVISIONS AND ANY NEGOTIATIONS IN CONNECTION HEREWITH. FTLDOCS 9079631 2 DocuSign Envelope ID:ADF15C6B-F07E-4168-800D-72BB6229E26C IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date. SELLER: Rudy A.Perez and Elizabeth Perez DocuSigned by: Putir 12 66CACD26716a... Name: Rudy Perez Date: February 28,2024 DocuSigned by: Ieeirde h Pe4,1 By: 1l Ds c D C7'c3...O Name: Elizabeth Perez Date: February 28,2024 PURCHASER: APPROVED ASTo City of Miami Beach FORM&LANGUAGE &FOR E1ECUTION moo- cuyAUaney Dale By: e744- Name: Ent r -kor Title: DpL,t1-)f C.,-y Aiv1a9P.( Date: I /y B 7Y( MAR 1 - 2024 By: Name: Rj ?..0 6rt *=.INCORP °RATED: Title: Cr?, CLen y -. :• �h Date: a/lr•LertY FTLDOCS 9079631 2 DocuSign Envelope ID:ADF1.5C6B-F07E-4168-800D-72BB6229E26C EXHIBIT"A" LEGAL DESCRIPTION OF THE PROPERTY The land referred to herein below is situated in the County of Miami-Dade, State of Florida,and is described as follows: Lot 6, Block 10, Altos Del mar No 1, Plat Book 31 Page 40. FTLDOCS 9079631 2 MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov OFFICE OF THE CITY ATTORNEY Tel:305-673-7000 Ext 6955 Date: March 1 , 2024 To: Ralph Granado, City Clerk From: Ricardo Dopico, Deputy City Attorney Re: Access and Due Diligence Agreement/ Purchase- 7605 Collins Avenue Hi Ralph, Please sign as soon as possible. This is an access agreement to conduct inspection of Betsy/Rudy Perez's house. Thank you, Ricardo J. Dopico, Deputy City Attorney OFFICE OF THE CITY ATTORNEY 1700 Convention Center Drive, Miami Beach, FL 33139 Tel: 305-673-7000 Ext:24254 /Fax: 305-673-7002 RicardoDopico(amiamibeachfl.gov www.miamibeachfl.gov AA1'ArM! BEACH el We are committed to providing excellent public service and safety to all who live, work and play in our vibrant, tropical,historic community. Please note: Florida has a very broad Public Records Law.Most written communications to or from the City of Miami Beach are public records available to anyone upon request. Therefore, your e-mail, including your e- mail address,may be subject to public disclosure.