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evidenced by the recordation of a certificate of termination executed by the Association <br /> ("Certificate of Termination") in the Public Records of Miami-Dade County, Florida; <br /> WHEREAS, in Resolution 2014-2301, the City agreed to terminate and release the <br /> Covenant upon the sale of the Property to GSF Acquisition, LLC; and <br /> WHEREAS, the Association, in its capacity as managing entity of the Condominium and <br /> as Termination Trustee for the Condominium is recording the Certification of Termination and <br /> conveying the Property to A3 Development, LLC, a Delaware limited liability company, <br /> successor by merger to GSF Acquisition, LLC by Trustee's Deed ("Deed"), and the City is <br /> executing this Agreement for purposes of terminating the Covenant and releasing the Property <br /> from the terms and conditions thereof automatically upon the recordation of the Deed. <br /> NOW, THEREFORE, in consideration of the mutual covenants and other good and <br /> valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City <br /> hereby agrees that: <br /> 1. RECITALS. The Recitals set forth above are true and correct and are hereby <br /> incorporated into this Agreement by this reference. <br /> 2. TERMINATION AND RELEASE OF COVENANT. The City hereby agrees that <br /> automatically upon recordation of the Deed in the Public Records of Miami-Dade County, <br /> Florida, without further action by the City: (a) the Covenant shall be terminated, canceled, <br /> released and of no further force and effect, and (b) the Property shall be released from the <br /> terms and conditions of the Covenant. No additional consents shall be required in connection <br /> with the termination and release of the Covenant <br /> 3. GOVERNING LAW. This Agreement shall be governed by Florida law. <br /> 4. BINDING EFFECT. This Agreement shall be binding upon, and shall inure to the <br /> benefit of the Association, the City, and their respective successors, heirs, or assigns. <br /> 5. HEADINGS. The headings contained in this Agreement are for convenience of <br /> reference only and shall not be construed as limiting or defining in any way the provisions of this <br /> Agreement. <br /> 6. COUNTERPARTS. This Agreement may be executed in counterparts, each of <br /> which shall be an original, and all of which shall constitute one and the same instrument. Any <br /> signature delivered by facsimile or other forms of electronic transmission, such as a PDF, shall <br /> be considered an original signature by the party sending such signature. <br /> MIADOCS 8940887 6 <br />