HomeMy WebLinkAboutExhibit A (SUB)THIS DOCUMENT IS A SUBSTITUTION. THE
ORIGINAL CAN BE SEEN AT THE END OF
THE DOCUMENT. City of Miami
Resolution
Legislation
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 17133 Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, BY A FOUR -FIFTHS
(4/STHS) AFFIRMATIVE VOTE, WITH ATTACHMENT(S), APPROVING AND
GRANTING THE CITY MANAGER THE AUTHORITY AND DISCRETION TO
PROCEED WITH ONE OF THE FOLLOWING TWO OPTIONS, ON OR
BEFORE FEBRUARY 3, 2025, EITHER: (1) AUTHORIZING THE DEPOSIT AND
PAYMENT OF TEN MILLION SEVEN HUNDRED EIGHTY THOUSAND
DOLLARS ($10,780,000.00) FOR THE CONDEMNATION OF REAL
PROPERTY LOCATED AT 5 AND 27 SOUTHWEST SOUTH RIVER DRIVE,
IDENTIFIED BY FOLIO NUMBERS 01-0201-010-1070 AND 01-0201-010-1020
(COLLECTIVELY, "RIVERFRONT PROPERTY"), FROM SOUTH RIVER
WAREHOUSE, LLC, A FLORIDA LIMITED LIABILITY COMPANY
("RESPONDENT") IN CASE NUMBER 21-027229-CA-01, PENDING IN THE
CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR
MIAMI-DADE COUNTY, FLORIDA ("CASE"); OR (2) AUTHORIZING AN
AGREEMENT WITH RESPONDENT IN A FORM ACCEPTABLE TO THE CITY
ATTORNEY ("SETTLEMENT AGREEMENT") TO SETTLE THE CASE IN THE
MANNER SET FORTH IN SUCH SETTLEMENT AGREEMENT AND
AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE THE
PURCHASE AND SALE AGREEMENT ("PURCHASE AGREEMENT") IN
SUBSTANTIALLY THE FORM ATTACHED AND INCORPORATED AS EXHIBIT
"A," SUBSTANTIALLY INCORPORATING TERMS AND CONDITIONS
STIPULATED IN THE LETTER OF INTENT ATTACHED HERETO AS EXHIBIT
"B" ("LOI"), BETWEEN THE CITY OF MIAMI ("CITY") AND GARAFIA, LLC, A
FLORIDA LIMITED LIABILITY COMPANY ("SELLER"), FOR THE ACQUISITION
OF REAL PROPERTY IDENTIFIED BY FOLIO NUMBERS 01-4102-006-6450,
01-4102-006-6460, 01-4102-006-6470, 01-4102-006-6480 AND 01-4102-006-
6490 LOCATED IN MIAMI, FLORIDA (COLLECTIVELY, "ALTERNATIVE
PROPERTY"), FOR AN AFFORDABLE HOUSING PROJECT, FOR UP TO TEN
MILLION EIGHT HUNDRED NINETY-THREE THOUSAND DOLLARS
($10,893,000.00), WHICH IS INCLUSIVE OF THE PURCHASE PRICE OF NINE
MILLION DOLLARS ($9,000,000.00), BENEFITS -BASED ATTORNEY'S FEES,
EXPERTS FEES AND LITIGATION COSTS, AND ALL CLOSING COSTS;
FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND
MODIFICATIONS TO SAID AGREEMENTS, IN A FORM ACCEPTABLE TO
THE CITY ATTORNEY, AS MAY BE NECESSARY TO EFFECTUATE EITHER
THE ACQUISITION OF THE RIVERFRONT PROPERTY OR THE
SETTLEMENT OF THE CASE AND ACQUISITION OF THE ALTERNATIVE
PROPERTY; RATIFYING, APPROVING, AND CONFIRMING CERTAIN
NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED CITY
DEPARTMENTS IN ORDER TO UPDATE THE CAPITAL PLAN, RELEVANT
FINANCIAL CONTROLS AND COMPUTER SYSTEMS IN CONNECTION
THEREWITH, FOR PROJECT CLOSE-OUTS, AND FOR GRANTS AND
OTHER FUNDING SOURCES IN PROGRESS IN CONNECTION HEREWITH;
FURTHER APPROVING, AUTHORIZING, AND DIRECTING THE CITY
MANAGER TO UNDERTAKE THIS AMENDMENT IN ORDER TO ADD TO AND
City of Miami
FILE NO.: 17133 EXHIBIT A SUB
Page 1 of 5 File ID: 17133 (Revision:) Printed On: 1/17/2025
File ID: 17133 Enactment Number:
TO REVISE CAPITAL PROJECTS IN THE CITY'S FISCAL YEAR 2024-2025
MULTI -YEAR CAPITAL PLAN ADOPTED ON SEPTEMBER 7, 2024
PURSUANT TO RESOLUTION NO. R-24-0328 ("ADOPTED CAPITAL PLAN"),
AS SUBSEQUENTLY AMENDED, APPROPRIATING FUNDS AS SET FORTH
HEREIN, AS APPLICABLE; ALLOCATING, APPROPRIATING, AND
AWARDING FUNDS FROM THE DISTRICT 3 COMMISSIONER'S SHARE OF
THE CITY'S MIAMI FOR EVERYONE PROGRAM, PROJECT NO. 004-D3MFE,
IN AN AMOUNT NOT TO EXCEED NINE MILLION ONE HUNDRED AND
ELEVEN THOUSAND FIVE HUNDRED AND TWO DOLLARS ($9,111,502.00)
("MFE PROGRAM FUNDS"), WITH OTHER DISTRICT 3 FUNDING SOURCES
AS SET FORTH HEREIN IN A TOTAL AMOUNT OF TEN MILLION SEVEN
HUNDRED EIGHTY THOUSAND DOLLARS ($10,780,000.00) FOR THE
DEPOSIT AND ACQUISITION OF THE RIVERFRONT PROPERTY, OR IN THE
ALTERNATIVE ALLOCATING, APPROPRIATING AND AWARDING SUCH
FUNDS IN A TOTAL AMOUNT OF TEN MILLION EIGHT HUNDRED NINETY-
THREE THOUSAND DOLLARS ($10,893,000.00) FOR THE SETTLEMENT OF
THE CASE AND ACQUISITION OF THE ALTERNATIVE PROPERTY, TO
COVER THE COST OF SAID SETTLEMENT AND ACQUISITION, INCLUDING
BUT NOT LIMITED TO THE COST OF ATTORNEY'S FEES, EXPERT FEES,
LITIGATION COSTS, SURVEYS, ENVIRONMENTAL REPORTS, TITLE
INSURANCE, DEMOLITION, SECURING THE PROPERTY, PROJECT
SIGNAGE AND ALL RELATED CLOSING COSTS ASSOCIATED WITH SAID
ACQUISITION, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF
THE SETTLEMENT AGREEMENT AND PURCHASE AGREEMENT, WITH ALL
SUCH FUNDING SUBJECT TO COMPLIANCE WITH ALL FEDERAL, STATE,
AND LOCAL LAWS THAT REGULATE THE USE OF SUCH FUNDS FOR SAID
PURPOSES; FURTHER WAIVING CERTAIN REQUIREMENTS OF THE CITY'S
MIAMI FOR EVERYONE PROGRAM.
WHEREAS, the City of Miami ("City") pursuant to Resolution No. R-21-0177, adopted on
April 22, 2021, authorized the City Manager to acquire certain real properties, including certain
riverfront properties located at 5 Southwest South River Drive and 27 Southwest South River
Drive, Miami, Florida (collectively, the "Riverfront Property") by negotiated acquisition or by
virtue of an eminent domain action for the express public purpose of establishing public parks
within the City; and
WHEREAS, the City filed a Petition in eminent domain against South River Warehouse,
LLC, a Florida Limited Liability Company ("Respondent") in the Circuit Court of the Eleventh
Judicial Circuit in and for Miami -Dade County, Florida, Case No. 21-027229-CA-01 for the
condemnation of the Riverfront Property ("Case"); and
WHEREAS, the Circuit Court has issued a final judgment in favor of the City determining
that the taking of the Riverfront Property is reasonably necessary to serve the public purpose for
which it is being acquired ("Final Judgment"); and
WHEREAS, the Final Judgment further requires the City to deposit ten million seven
hundred and eighty thousand dollars and no cents ($10,780,000.00) as full compensation for
the taking of the Riverfront Property; and
City of Miami Page 2 of 5 File ID: 17133 (Revision:) Printed on: 1/17/2025
File ID: 17133 Enactment Number:
WHEREAS, pursuant to Section 73.091 and 73.092, Florida Statutes, the City is further
subject to the payment of attorneys' fees, experts' fees, and litigation costs claimed as taxable
under the amount of the verdict rendered by the jury; and
WHEREAS, should the City proceed with the deposit and acquisition of the Riverfront
Property, the attorneys' fees, experts' fees, and litigation costs specified above will be
separately adjudicated and in addition to the deposit amount; and
WHEREAS, the City has identified an assemblage of properties located within City
Commission District 3 and identified by Folio numbers 01-4102-006-6470, 01-4102-006-6460,
01-4102-006-6450, 01-4102-006-6480 and 01-4102-006-6480, in Miami, Florida (collectively,
the "Alternative Property"), the acquisition of which would be in the public's best interest; and
WHEREAS, if acquired, the City plans to construct an affordable housing project on the
Alternative Property given the City's emergency need of affordable housing that is in the best
interest of the City and the community; and
WHEREAS, the Alternative Property is owned by Garafia, LLC, a Florida Limited Liability
Company ("Seller"), which is affiliated with Respondent by common ownership; and
WHEREAS, the City and Respondent have commenced negotiations to enter into a
settlement agreement in a form acceptable to the City Attorney ("Settlement Agreement") which
shall incorporate the purchase and sale agreement ("Purchase Agreement") attached and
incorporated as Exhibit "A" resolving certain claims of the parties in connection with the Case,
incorporating terms and conditions stipulated in the Letter of Intent attached hereto as Exhibit
"B" ("LOI"), providing for the payment of benefits -based attorney's fees, expert fees, and
litigation costs, and providing for the City's acquisition of the Alternative Property for nine million
dollars ($9,000,000.00), with such other terms and conditions stipulated in such Purchase
Agreement;
WHEREAS, pursuant to Section 166.045(b), Florida Statutes, titled "Proposed Purchase
of Real Property by Municipality; Confidentiality of Records; Procedure," for each purchase in an
amount in excess of $500,000.00, the governing body shall obtain at least two (2) appraisals by
appraisers approved pursuant to Section 253.025, Florida Statutes; and
WHEREAS, the City obtained two (2) appraisal reports from licensed State of Florida
certified appraisers; and
WHEREAS, Section 166.045(b), Florida Statutes, further states that if the agreed
purchase price exceeds the average price of the two (2) appraisals, the governing body is
required to approve the purchase by an extraordinary vote (i.e. a four -fifths (4/5ths) vote of the
City Commission); and
WHEREAS, the City's total cost for the Settlement Agreement and Purchase Agreement,
including attorney's fees, expert fees, litigation costs, purchase price, and all closing costs shall
not exceed ten million eight hundred ninety-three thousand dollars ($10,893,000.00); and
WHEREAS, on April 13, 2023, pursuant to Resolution No. R-23-0178, the City of Miami
("City") created the Miami For Everyone ("MFE") Program to assist communities facing the long-
term complications resulting from declared emergencies and to address the specific needs of
the most vulnerable residents and businesses, through a strategy of focusing the provision of
City of Miami Page 3 of 5 File ID: 17133 (Revision:) Printed on: 1/17/2025
File ID: 17133 Enactment Number:
support towards priority areas of need that will further stabilize economic conditions within City
Districts; and
WHEREAS, the Office of the District 3 Commissioner will submit a grant application for
MFE program in an amount not to exceed nine million, one hundred eleven thousand, five
hundred two dollars ($9,111,502.00) ("MFE Program Funds") to fund, as applicable, either the
acquisition of the Riverfront Property, or the settlement and acquisition of the Alternative
Property;
WHEREAS, the MFE Program contains various program guidelines and requirements,
including that such funds cannot be used to pay expenditures such as defense and prosecution
of criminal and civil proceedings; and
WHEREAS, the underlying purpose of either acquisition is within the scope of the
Program and accomplishes the goals set forth therein notwithstanding the manner of acquisition
pursuant to condemnation proceedings; and
WHEREAS, as applicable, funding for the deposit and acquisition of the Riverfront
Property will be allocated, appropriated, and awarded from the MFE Program Funds, District 3
Real Estate Acquisition and Accessible Housing GF capital project number 40-6183416, District
3 Parks, Streets, Affordable Housing, and Lighting Improvements Reserve GF capital project
40-B40713A, and District 3 Park Impact Fees, in a combined total amount not to exceed ten
million seven hundred and eighty thousand dollars and no cents ($10,780,000); and
WHEREAS, as applicable, funding for the settlement and acquisition of the Alternative
Property will be allocated, appropriated, and awarded from the MFE Program Funds, District 3
Real Estate Acquisition and Accessible Housing GF capital project number 40-6183416, District
3 Parks, Streets, Affordable Housing, and Lighting Improvements Reserve GF capital project
40-B40713A, and District 3 Affordable Housing Trust Fund allocation, in a combined total
amount not to exceed ten million, eight hundred ninety-three thousand dollars ($10,893,000.00);
and
WHEREAS, the City Commission wishes to provide the City Manager with the requisite
authority to take either of the following actions on or before February 3, 2025: (1) submit the
deposit for the acquisition of the Riverfront Property; or (2) negotiate and execute the
Settlement Agreement and Purchase Agreement for the settlement of the Case and acquisition
of the Alternative Property; and
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section.
Section 2. The City Manager is authorized' to either: (1) authorize the deposit and
payment of ten million seven hundred eighty thousand dollars ($10,780,000.00) for the
condemnation of the Riverfront Property as set forth in the Case; or (2) authorize the Settlement
Agreement in a form acceptable to the City Attorney to settle the Case and negotiate and
execute the incorporated Purchase Agreement in substantially the form attached and
incorporated as Exhibit "A," substantially incorporating terms and conditions stipulated in the
LOI between the City and Seller for the acquisition of the Alternative Property for affordable
housing for up to ten million eight hundred ninety-three thousand dollars ($10,893,000.00),
City of Miami Page 4 of 5 File ID: 17133 (Revision:) Printed on: 1/17/2025
File ID: 17133 Enactment Number:
which is inclusive of the purchase price, benefits -based attorney's fees, experts fees and
litigation costs, and all closing costs.
Section 3. The City Manager is further authorized' to negotiate and execute all
necessary documents, including amendments and modifications to said agreements, in a form
acceptable to the City Attorney, as may be necessary to effectuate either the acquisition of the
Riverfront Property or the proposed settlement and acquisition of the Alternative Property.
Section 4. The City Commission hereby ratifies, approves, and confirms certain
necessary actions by the City Manager and designated City departments in order to update the
capital plan, relevant financial controls and computer systems in connection therewith, for
project close-outs, and for grants and other funding sources in progress in connection herewith.
Section 5. The City Manager is further authorized' and directed to undertake a capital
plan amendment in order to add to and to revise capital projects in the City's Adopted Capital
Plan, as amended appropriating funds as set forth herein, as applicable.
Section 6. Funding is allocated, appropriated, and awarded from the District 3
Commissioner's share of the City's MFE Program Funds and other District 3 funding sources as
set forth herein in a total amount of ten million seven hundred eighty thousand dollars
($10,780,000.00) for the deposit and acquisition of the Riverfront Property, or in the alternative,
in a total amount of ten million eight hundred ninety-three thousand dollars ($10,893,000.00) for
the settlement of the Case and acquisition of the Alternative Property to cover the cost of said
settlement and acquisition, including but not limited to the cost of attorney's fees, expert fees,
litigation costs, surveys, environmental reports, title insurance, demolition, securing the
property, project signage and all related closing costs associated with said acquisition, in
accordance with the terms and conditions of the Settlement Agreement and Purchase
Agreement, with all such funding subject to compliance with all Federal, State, and local laws
that regulate the use of such funds for said purposes.
Section 7. The requirements of the MFE Program restricting the use of such funds in
connection with civil proceedings are hereby waived.
Section 8. This Resolution shall become effective immediately upon its adoption and
signature of the Mayor.2
APPROVED AS TO FORM AND CORRECTNESS:
The herein authorization is further subject to compliance with all legal requirements that may be
imposed, including but not limited to, those prescribed by applicable City Charter and City Code
provisions.
2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
City of Miami Page 5 of 5 File ID: 17133 (Revision:) Printed on: 1/17/2025
EXHIBIT "A"
AGREEMENT FOR PURCHASE AND SALE
THIS PURCHASE AND SALE AGREEMENT, ("Agreement") is made and entered into
this day of January, 2025 by and between, GARAFIA, LLC, a Florida Limited Liability
Company, whose principal address is 848 Brickell Key Drive, Unit #4404, Miami, Florida 33131
("Seller"), and the CITY OF MIAMI, a municipal corporation of the State of Florida, with
offices at 444 Southwest 2nd Avenue, Miami, Florida 33130-1910 ("City" or "Purchaser")
(together, "Seller" and "City" or "Purchaser" are referred to herein as the "Parties").
WITNESSETH:
WHEREAS, the City and South River Warehouse, LLC (an entity affiliated with Seller
by common ownership) are litigants in a matter styled as City of Miami v. South River Warehouse,
LLC et al, Case No. 2021-027229-CA-01, which is presently in the Circuit Court of the Eleventh
Judicial Circuit in and for Miami -Dade County, Florida (hereinafter, the "Litigation"); and
WHEREAS, the City Commission will be presented with a proposed Resolution (currently
identified as File ID No. 17133) on January 23, 2025 (the "Resolution"), authorizing the City
Manager to execute a settlement agreement to abandon condemnation proceedings for the
acquisition of the parcels identified in the above -captioned litigation, under such terms and
conditions specified therein; and
WHEREAS, through the adoption of the Resolution, the Miami City Commission will
further authorize the City Manager to execute this Agreement by and between the City and Seller
for City's acquisition of the Property, as defined and pursuant to the terms and conditions set forth
herein; and
NOW, THEREFORE, in consideration of the covenants contained herein, and the
performance thereof, the parties do hereby agree as follows:
1. RECITALS.
The foregoing recitals are true and correct and are incorporated herein by reference. All
exhibits to the Agreement are hereby deemed a part hereof.
2. EFFECTIVENESS
The Parties understand, acknowledge, and agree that the terms of this Agreement shall be
enforceable upon the Parties immediately upon adoption of the Resolution by the Miami City
Commission to be held on January 23rd, 2025 and subsequent execution by the City Manager
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pursuant to the authority granted within such Resolution (such execution date by the City Manager,
the "Effective Date"). The "Effective Date" shall not be a date later than January 24th, 2025. If the
Miami City Commission does not adopt the Resolution or the City Manager elects not to execute,
this Agreement shall have no force or effect.
3. DESCRIPTION OF PROPERTY
The Parties hereby agree that the Seller shall sell and convey, and the Purchaser shall
purchase the real property identified by Miami -Dade County Folio Nos. 01-4102-006-6450, 6460,
6470, 6480, and 6490, as legally described in the attached and incorporated Exhibit "A" (the
"Property").
4. PURCHASE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept the sum of Nine Million Dollars
($9,000,000.00) ("Purchase Price") for the purchase of the Property.
The Purchase Price, as it may be adjusted pursuant to the terms of this Agreement, will be
payable as follows:
(a) Deposit: Within five (5) business days of the Effective Date as defined herein, the
Purchaser shall pay to Weiss Serota Helfman Cole & Bierman, P.L., 200 East Broward
Blvd., Suite 1900, Fort Lauderdale, FL 33301 or other designated agent ("Agent") an
amount equal to Four Hundred and Fifty Thousand Dollars ($450,000.00) as a deposit
("Deposit"). The Deposit shall be held by the Escrow Agent in a non -interest -bearing
account unless the Deposit is disbursed to the Seller upon Purchaser's default. At
Closing, the Deposit shall be delivered by the Escrow Agent to the Seller and credited
against the Purchase Price. The Deposit is non-refundable except in the event
Purchaser terminates this Agreement as provided herein.
(b) Closing Balance: At Closing, the balance of the Purchase Price (less the Deposit
previously paid by Purchaser), adjusted by adjustments, credits, prorations, or as
otherwise provided in this Agreement, shall be paid by the Purchaser to the Seller in
the form of a cashier's check, certified check, official bank check or wire transfer.
5. CONDITIONS PRECEDENT TO CLOSING
The validity of this Agreement shall be subject to certain contingencies and conditions
precedent. As specified in Section 2 above, it is a condition precedent to the effectiveness and
validity of this Agreement that the City Manager execute this Agreement with due authority by
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the Miami City Commission; failing such execution and approval, this Agreement shall be
automatically null and void without the necessity of further action by either Party.
This Agreement is further contingent upon execution of the Settlement Agreement between
the City and South River Warehouse, LLC, a Florida Limited Liability Company ("Respondent")
in the Litigation referenced in the Recitals above. Such Settlement Agreement shall be executed
contemporaneously with this Agreement. Respondent's failure to comply with the terms of such
Settlement Agreement shall render this Agreement null and void without the necessity of further
action by either Party
Furthermore, as a condition precedent to Closing, but no later than the expiration date of
the Inspection Period, as defined below, the Seller shall have fully performed, at its sole cost and
expense, and provided Purchaser evidence of completion of the following undertakings (only those
selected shall be deemed applicable to this Agreement):
Seller shall ensure that the Property shall be vacant and all existing structures shall have
been demolished and removed, and the Property shall be free of debris.
Seller shall vacate any and all tenants at the Seller's sole cost and expense prior to closing.
Furthermore, as a condition precedent to Closing, but no later than the expiration date of
the Inspection Period, as defined below, the Purchaser will not object to Seller's transfer of the
development rights that were transferred to the Property pursuant to the Declaration of Restrictive
Covenants in Lieu of Unity of Title attached and incorporated herein as Exhibit C. Seller shall
enter an agreement to transfer only those rights that were transferred on August 11, 2016, as more
particularly identified in Exhibit C. The aforementioned development rights shall be transferred to
the real property identified by Miami -Dade County Folio Nos. 01-4103-000-0420 with the below
legal description:
Commencing at the Southeast corner of the Southwest 1/4 of the Southeast 1/4 of Section
3, Township 54 South, Range 41 East; thence in a Northerly direction along said fractional
section line 35 feet; thence in a Westerly direction parallel to the South Line of the above
Section 3/54/41,125.12 feet to the point of Beginning; said point of Beginning being located
on the North line of South West Eighth Street, 100.12 feet from the West line of South
West 19th Avenue. Thence from the above established point of beginning run in a
Northerly direction 135 feet to point located 100.18 feet Westerly from the West line of
South West 19th Avenue; thence in a Westerly direction parallel to South line of said
section 3/54/41, 100 feet; thence in a Southerly direction 135 feet; thence in an Easterly
direction, parallel to the South line of said Section 3/544/41, IOC/ feet to the point of
Beginning; this being the description of the East MO feet of the West 210 feet of the South
170 feet of the East i/4 of the South West 1/4 or the South East 1/4 of Section 3/54/41, with
35 feet dedicated from the South end of the same for South West Eighth Street.
Also known as: 01-4103-000-0420
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Seller warrants to Purchaser that, at the time of closing, there will not be any parties in
possession of the Property other than Seller, and that there will not be any oral or written leases,
options to purchase, or contracts for sale covering all or any part of the Property. Seller further
warrants that there will not be any parties having ownership or any other any interest in the
Property or the improvements thereon. Seller represents and warrants that it has terminated all
remaining interests in the Property other than its fee simple title, which will be conveyed to the
Purchaser at closing, and has previously furnished to the Purchaser evidence of such terminated
interests, including without limitation, copies of any written leases, options for purchase, rights of
first refusal, contracts for sale, estoppel letters for each tenant, and cancellation, discharge or
extinguishment of same.
In the event that any one of the foregoing conditions is not satisfied in Purchaser's sole
discretion on or before the expiration date of the Inspection Period, the Purchaser shall have the
right, in its sole discretion, to: (i) terminate this Agreement, whereupon the Escrow Agent shall
immediately deliver to Purchaser the Deposit and the Parties shall be relieved of all further
responsibilities and obligations hereunder; or (ii) extend the Closing Date by not more than ninety
(90) days to allow the Seller to comply with the conditions precedent; or (iii) proceed to closing
and waive satisfaction of the unsatisfied conditions precedent.
6. INSPECTIONS & ENVIRONMENTAL MATTERS
A. Definitions
For purposes of this Agreement, the following definitions shall apply:
The term "Hazardous Materials" shall mean and include without limitation, any substance,
which is or contains (A) any "hazardous substance" as now or hereafter defined in the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
(42 U.S.C., Section 9601 et seq.) ("CERCLA") or any regulations promulgated under or pursuant
to CERCLA; (B) any "hazardous waste" as now or hereafter defined in the Resource Conservation
and Recovery Act (42 U.S.C., Section 6901 et seq.) (RCRA); (C) any substance regulated by the
Toxic Substances Control Act (15 U.S.C., Section 2601 et. Seq.); (D) gasoline, diesel fuel, or other
petroleum hydrocarbons; (E) asbestos and asbestos containing materials, in any form, whether
friable or non -friable; (F) polychlorinated biphenyls; and (G) any additional substances or material
which: (i) are now or hereafter classified or considered to be hazardous or toxic under
Environmental Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on
the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of
persons on the Property or adjacent property; or (iii) would constitute a trespass if it emanated or
migrated from the Property.
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The term "Environmental Requirements" shall mean all laws, ordinances, statutes, codes,
rules, regulations, agreements, judgments, orders and decrees, now or hereafter enacted,
promulgated, or amended of the United States, the states, the counties, the municipalities, or any
other political subdivision, agency or instrumentality exercising jurisdiction over the Seller or the
Purchaser, the Property, or the use of the Property, relating to pollution, the protection or regulation
of human health, natural resources, or the environment, or the emission, discharge, release or
threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or waste or Hazardous Materials into the environment (including, without limitation,
ambient air, surface water, groundwater, land or soil).
B. Disclaimer as to Environmental Matters
Purchaser acknowledges and agrees that it is being given the opportunity to inspect the
Property, and all documents that may exist in the public records of the State, County and/or City
relating to the environmental condition of the Property as part of this Agreement and that Purchaser
is not relying solely upon any documents or representations made by or on behalf of Seller, but
that Purchaser is responsible to conduct its own investigation of the Property.
Purchaser further acknowledges and agrees that any information provided or to be provided
with respect to the Property was obtained from a variety of sources and that Seller has not made
any independent investigation or verification of such information and makes no representations as
to the accuracy or completeness of such information.
The above stated notwithstanding, as Purchaser of this interest in residential real property
on which a residential dwelling may have been built prior to 1978 said Property may present
exposure to lead from lead -based paint that may place young children at risk of developing lead
poisoning. Lead poisoning in young children may produce permanent neurological damage,
including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired
memory. Lead poisoning also poses a particular risk to pregnant women. As Seller of this interest
in residential real property, the Seller is required to provide the Purchaser with any information on
lead -based paint hazards from risk assessment or inspections in the Seller's possession and notify
the Purchaser of any known lead -based paint hazards. A risk assessment or inspection for possible
lead -based paint hazards is recommended prior to purchase, at Purchaser's expense.
C. Inspection Period
i. Property Inspection:
Purchaser, its employees, agents, consultants, and contractors shall have a period of thirty
(30) calendar days from the Effective Date ("Inspection Period") in which to undertake at
Purchaser's expense, an inspection and evaluation of the Property. In the event that the Property
is not acceptable to Purchaser for any reason following the Inspection Period, Purchaser may, at
Purchaser's sole discretion, elect to terminate this Agreement by delivering written notice of such
election to Seller prior to the expiration of the Inspection Period and receive the return of the
Deposit and all interest thereon, if any.
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ii. Environmental Inspection:
Purchaser, its employees, agents, consultants and contractors shall have a period of thirty
(30) calendar days from the Effective Date (the "Environmental Investigation Period") in which to
undertake at Purchaser's expense, such physical inspections and other investigations of and
concerning the Property including surveys, soil borings, percolation, engineering studies, asbestos
inspections, lead based paint inspections, environmental tests and studies and other tests as
Purchaser considers necessary for Purchaser and its consultants to evaluate and assess the physical
quality and environmental status of the Property (the "Environmental Inspection") after giving the
Seller reasonable notice of twenty-four (24) hours prior to each test performed. The Purchaser may
extend the Environmental Investigation Period for an additional twenty-five (25) calendar days, in
which to undertake at Purchaser's expense, a Phase II Environmental Site Assessment audit, if
based upon the results of the Phase I Environmental Site Assessment Report, additional testing is
warranted. For the purpose of conducting the Environmental Inspection, Seller hereby grants to
Purchaser and its consultants and agents or assigns, full right of entry upon the Property during the
Inspection Period through the closing date provided that notice of entry must be provided and entry
onto the Property must be coordinated with Seller's agent. The right of access herein granted shall
be exercised and used by Purchaser, its employees, agents, representatives and contractors in such
a manner as not to cause any material damage or destruction of any nature whatsoever to, or
interruption of the use of the Property by the Seller, its employees, officers, agents and tenants.
Purchase of the Property is contingent upon a finding of suitability by Purchaser, in
Purchaser's sole discretion, after reviewing the results of the Environmental Inspection, including
without limitation, the results of the asbestos inspection, lead -based paint inspection, Phase I
Environmental Site Assessment, and Phase II Environmental Site Assessment. In the event that
the Property is not acceptable to Purchaser following the Phase I Environmental Site Assessment
and the Phase II Environmental Site Assessment, Purchaser may, at Purchaser's sole discretion,
elect to terminate this Agreement and receive the return of the Deposit and all interest thereon, if
any. If Purchaser determines that the Property is not suitable due to issues identified in the
Environmental Inspection, Purchaser shall notify Seller on or prior to the expiration of the
Environmental Investigation Period, and Purchaser shall provide any reports, testing results, etc.
underlying Purchaser's decision not to purchase the Property for environmental reasons.
D. Inspection, Insurance and Releases
Notwithstanding anything contained in this Agreement to the contrary, as consideration for
the Seller granting a continuing right of entry, the Purchaser hereby specifically agrees to: (i)
immediately pay or cause to be removed any liens filed against the Property as a result of any
actions taken by or on behalf of Purchaser in connection with the inspection of the Property; and
(ii) repair and restore the Property to its pre -inspection condition with respect to any damages
caused by the inspection. In no event shall this provision, or any language contained in this
Agreement, waive the Purchaser's sovereign immunity as provided in Florida Statute §768.28.
The City of Miami operates a self-insurance program, subject to and limited by Section
768.28, Florida Statutes or further applicable law. If any specific insurance policy or coverage is
required by either party per the terms contained herein, such will be subject to review and approval
6
by the City of Miami Depail,'tent of Risk Management. However, the City of Miami shall be
responsible for any destructive testing it may perform on the Property prior to Closing, as further
described herein.
In consideration of the Purchaser's purchase of this property in "as is" condition for the
Purchase Price, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the Seller, its heirs, representatives, successors and assigns, the same do
hereby release, acquit, discharge, and forever covenant not to sue the Purchaser, its officers,
employees, successors and assigns from all actions, causes of action, demands, damages,
liabilities, costs, attorneys' fees, expenses and compensation in any way growing out of all known
and unknown conditions of the Property herein being sold, whether such conditions be known or
unknown on the date of execution of this Agreement, or of a past, present or future nature, and all
property damages or personal injuries which Seller may now or subsequently have. It is agreed
that the consideration herein being paid to the Seller is for discharge of all such claims or actions,
and that the Seller has carefully read this subsection and knows of its contents and agrees to same
knowingly and voluntarily. This release and discharge shall survive the cancellation, closing or
full performance of this Agreement, as applicable.
Seller further waives, releases, discharges, and forever covenants not to sue the Purchaser,
its officers and employees from any and all claims, causes of action, demands, costs, expenses or
compensation, direct or indirect, known or unknown, foreseen or unforeseen which Seller or any
of its heirs, successors or assigns now has or which may arise in the future on account or in any
way related to or in connection with any present, past or future physical characteristic of the
Property, including, without limitation, any Hazardous Materials in, at, on, under or related to the
Property, or any past violation, violation, potential or future violation or any environmental
requirement applicable thereto. In addition, Seller, its heirs, successors and assigns specifically
waive all current and future claims against Purchaser, its heirs, successors and assigns arising
under CERCLA, RCRA, Chapters 376 and 402, Florida Statutes, as amended, and any other
federal, state, or county law or regulation relating to Hazardous Materials in, on, or under the
Property. This waiver, release and covenant shall survive the full performance, closing or
termination of this Agreement, as applicable.
E. Waiver and Release
In the event that Purchaser does not elect to cancel this Agreement, and without waiving
any rights or reservations provided in this Agreement, Purchaser acknowledges and agrees that to
the maximum extent permitted by law, the sale of the Property as provided for herein is made on
an "AS IS" condition and basis with all faults.
F. No Brokers
Purchaser has not utilized a real estate broker with respect to the purchase and sale of the
Property. Seller shall be responsible for all brokerage fees for any brokerage assistance obtained
by Seller and here hereby agrees to defend, indemnify and hold Purchaser harmless from and
against any and all claims of brokers (including, without limitation attorneys' fees at all levels
7
incurred in connection therewith) claiming by, through or under the Seller. This paragraph shall
survive Closing or termination of this Agreement.
7. TERMINATION
Purchaser shall have the right to cancel the Agreement at any time during the Inspection
Period, for any reason, by giving Seller written notice of its intent to cancel prior to the expiration
of the Inspection Period. In the event of termination by Purchaser, the Escrow Agent shall, within
five (5) calendar days of the termination, return to the Purchaser the Deposit, except to the extent
necessary to secure the performance of any obligations of Purchaser that survive the termination
of this Agreement.
8. TITLE EVIDENCE & SURVEY
Within five (5) calendar days of the Effective Date, Seller shall deliver to Purchaser such
title policy or policies, title commitments, abstract of title, or other evidence of title and such
survey(s) of the Property as Seller may have in its possession or of which it may have knowledge.
Purchaser shall be responsible for obtaining, at its sole cost, (i) a commitment for title insurance,
from a recognized title insurance company authorized to issue title insurance in the State of Florida,
agreeing to insure Purchaser's title, free of all exceptions, except those that may be accepted by
Purchaser ("Permitted Exceptions"), together with all corresponding title documents, and (ii) a
survey of the Property showing the Property to be free of encroachments or conditions that, in
Purchaser's sole discretion, would affect its proposed use of the Property. Purchaser shall have a
period equal to the Inspection Period in which to obtain and examine the survey and the title
commitment and submit to the Seller its objections ("Title Defect"). Seller shall have a period of
thirty (30) calendar days after its receipt of Purchaser's notice in which to cure the Title Defect.
Seller shall use best efforts to cure any Title Defect.
Should Seller be unable to cure any Title Defect, or otherwise be unable to convey title to
the Property according to provisions of this Agreement, Purchaser may: (i) elect to accept such
title that Seller may be able to convey for a lower purchase price mutually agreeable to the Parties;
or (ii) terminate this Agreement, in which case the Deposit and all interest earned thereon, if any,
shall be returned by Escrow Agent to Purchaser. Upon such refund, this Agreement shall be null
and void and the Parties hereto shall be relieved of all further obligation and liability, and neither
party shall have any further claims against the other.
9. CLOSING DATE
Closing shall take place on or before forty-five (45) calendar days after the Effective Date,
unless otherwise extended pursuant to the provisions set forth herein, or within a reasonable time
thereafter, at a mutually agreeable time (the "Closing") at the City of Miami, Department of Real
8
Estate and Asset Management located at 444 SW 2 Avenue, 3rd Floor, Miami, Florida, or Closing
may be conducted remotely by mail, or at such other location within the City of Miami that the
Purchaser may designate in writing by affording a notice to Seller as provided herein. The Parties
may, subject to mutual written agreement, establish an earlier date for Closing. Notwithstanding
the foregoing, in the event the Seller elects to satisfy any title objections pursuant to the terms of
Section 6 hereof, then Seller shall have the right to extend the Closing date set forth herein.
10. CLOSING DOCUMENTS
A. Seller's Closing Documents:
At Closing, Seller shall execute and/or deliver to Purchaser the following
documents, if applicable, in form and substance acceptable to the Purchaser's
City Attorney:
(1) Statutory Warranty Deed, conveying good and marketable fee simple title
to the property, subject only to the Permitted Exceptions;
(2) A Closing Statement;
(3) A Seller's Affidavit and a Non -Foreign Affidavit;
(4) A Bill of Sale for all personal property and fixtures on the Property; and
(5) Such documents as are necessary in the opinion of the City to fully authorize
the sale of the Property and consummate the transaction contemplated
hereby.
B. Purchaser's Closing Documents:
At Closing, Purchaser shall execute and/or deliver to Seller the following:
(1) Closing Statement; and
(2) Such documents as are necessary in the opinion of the City to fully authorize
the sale of the Property and consummate the transaction contemplated
hereby.
C. Other Contract Documents:
Seller acknowledges that the property is being acquired by a governmental
agency and that the transaction may be subject to certain federal, state and local
requirements, which include reporting and disclosure of information.
Seller agrees to comply with the public disclosure and inspection requirements
under Chapter 119, Florida Statutes, disclosure of beneficial interests under
Section 286.23, Florida Statutes, certification regarding conflict of interest under
9
Chapter 112, Florida Statutes, Chapter 2 of the Miami City Code and §2-11-1 of
the Miami -Dade County Code, certification regarding Public Entity Crimes
under Section 287.133, Florida Statutes, and in connection therewith, Seller
agrees to execute and deliver all documents required or requested by Purchaser
or any other governmental authority, including, but not limited to:
(1) Conflict of Interest and Non -Collusion Affidavit;
(2) Sworn Disclosure of Beneficial Interests in Seller;
(3) Public Entity Crime Affidavit;
(4) Anti -Human Trafficking Affidavit;
The above -listed Affidavits and Disclosures shall be executed by Seller
concurrently with this Agreement and attached hereto as composite Exhibit B.
The foregoing shall not restrict the Purchaser from obtaining from Seller such
additional disclosures, affidavits, and documentation that may be required by all
applicable laws, regulations, and funding restrictions.
Additionally, if property is acquired with federal funds, the Seller shall provide
the Purchaser with a Receipt of Disclosures and Notices under the Uniform
Relocation Assistance and Real Property Acquisition Policy Act of 1970, as
amended from time to time, and Seller shall comply with such other certification
or reporting requirements as may be required under the Program Regulations or
applicable federal and state laws or regulations.
Lastly, Purchaser shall not object to Seller's pursuit of applicable tax benefits
associated with involuntary conversions as defined by the Internal Revenue
Service. Notwithstanding the aforementioned, the Purchaser makes no guarantee
that the acquisition qualifies as an involuntary conversion and shall not be liable
for Seller's failure to confirm the same with the Internal Revenue Service.
Purchaser and Seller agree to cooperate in the execution of any forms or
documents to the extent applicable and as may necessary or required by the
Internal Revenue Service, provided the same does not require expenditures by
the Purchaser or otherwise restrict the Purchaser's use or alienability of the
Property. Seller shall hold Purchaser harmless for any damages, liabilities,
penalties, or costs assessed against Seller for pursuing such tax benefits. This
provision shall survive termination or closing.
11. CLOSING COSTS AND ADJUSTMENTS
10
At Closing, the following items shall be borne, adjusted, prorated or assumed by or between
Seller and Purchaser as follows:
A. Adjustments and Prorations:
i. Certified/Pending Liens: Certified, confirmed and ratified governmental
liens as of the Closing Date shall be paid by Seller. Pending liens thereafter
the Closing Date shall be assumed by Purchaser.
ii. Other Charges, Expenses, Interest, Etc.: Taxes, assessments, water and
sewer charges, waste fee and fire protection/life safety, utility connection
charges, if applicable, shall be prorated.
iii. Usual and Customary: Such other items that are usually and customarily
pro -rated between purchasers and sellers of properties in the area where the
Property is located shall be prorated at closing. All pro -rations shall utilize
the 365-day method.
B. Closing Costs
Each party shall be responsible for its own costs and attorneys' fees relating
to this Agreement and the Closing.
ii. Seller shall pay all closing and recording costs incurred in connection with
the sale and purchase of the Property described in this Agreement,
including, but not limited to:
(1) documentary stamps tax and surtax;
(2) all recording charges and/or filing fees payable in connection with
the transfer of the Property hereunder;
iii. Seller and Purchaser shall each be required to pay their own Real Estate
Broker Fees, if applicable. Purchaser shall not be liable for any amounts
due to Seller's selling agent, unless the agent has been specifically and
separately contracted by the Purchaser through the City's procurement
procedure as may be permitted by the City of Miami Charter and Code.
iv. Pursuant to Section 196.295 of the Florida Statutes, Seller shall be required
to place in escrow with the Miami -Dade County Tax Collector an amount
equal to the current ad valorem taxes prorated to the date of transfer of title,
based upon the current assessment and millage rates of the Property.
12. DEFAULT
If this transaction does not close as a result of default by Seller, Purchaser shall have the
right to: (i) terminate this Agreement and receive the return of the Deposit and all interest thereon;
(ii) waive any such conditions or defaults and consummate the transactions contemplated by this
Agreement in the same manner as if there had been no conditions or defaults and without any
11
reduction in the Purchase Price and without any further claim against Seller; or (iii) seek any other
remedies available at law or in equity, including but not limited to specific performance. To the
extent not prohibited by applicable law, Seller irrevocably waives any and all defenses to specific
performance arising from this Agreement, and agrees to be bound by a court order compelling
specific performance in the event of a breach.
If this transaction does not close as a result of default by Purchaser, Seller shall have the
right to either: (i) retain the Deposit and all interest earned thereon, if any, as liquidated damages;
or (ii) seek specific performance. To the extent not prohibited by applicable law, Purchaser
irrevocably waives any and all defenses to specific performance arising from this Agreement, and
agrees to be bound by a court order compelling specific performance in the event of a breach.
Neither Party shall be entitled to exercise any remedy for a default by the other party,
except failure to timely close, until (i) such party has delivered to the other notice of the default
and (ii) a period of ten (10) calendar days from and after delivery of such notice has expired with
the other Party having failed to cure the default or diligently pursue remedy of the default.
13. RISK OF LOSS
The Seller shall have all risk of loss or damage to the Property by fire or other casualty, or
acts of God, until title to the Property is transferred to Purchaser on the Closing Date. City shall
have access to the Property at any reasonable time prior to Closing to verify Seller's compliance
herewith.
14. INDEMNIFICATION & HOLD HARMLESS
In consideration of the City's purchase of this property, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by the Seller, the
Seller, Seller's heirs, agents, representatives, successors and assigns do hereby agree to indemnify,
hold and save harmless and defend the Purchaser, its officials and employees from any claim,
demand or liability for commissions, alleged statutory or regulatory violations, breaches of
contract or any other claim, demand or litigation arising from and relating to this Agreement,
inclusive of court costs, principal, interest, made on behalf of any broker that has not been
independently procured as contemplated in Section 9(B)(iii), tenant(s), third party beneficiary or
beneficiaries or other persons or entities.
Seller further agrees to release, acquit, discharge, and forever covenant not to sue the City
of Miami, its officers, employees, successors and assigns from all actions, causes of action,
demands, damages, liabilities, costs, attorneys' fees, expenses and compensation in any way
growing out of all known and unknown conditions of the Property herein being sold, whether such
12
conditions be known or unknown on the date of execution of this Agreement, or of a past, present
or future nature, and all property damages or personal injuries which Seller may now or
subsequently have at a later time. It is agreed that the consideration herein being paid to the Seller
is for discharge of all such claims or actions, and that the Seller has carefully read this subsection
and knows of its contents and agrees to same knowingly and voluntarily. This release and
discharge shall survive cancellation, closing or full performance of this Agreement, as applicable.
15. DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between Purchaser and
Seller is essential. Accordingly, to facilitate such communication, the Purchaser and Seller have
appointed the following persons to be their representatives, to wit:
16.
On behalf of Purchaser:
Danny Lozano, Property Mgmt. Specialist
Depailiiient of Real Estate &
Asset Management
City of Miami
444 Southwest 2nd Avenue, 3rd Floor
Miami, Florida 33130
Telephone: (305) 416-1469
Fax: (305) 416-2156
e-mail: dlozano@,miamigov.com
NOTICES
On behalf of Seller:
Arturo Ortega, Manager
GARAFIA, LLC
848 Brickell Key Drive, Unit #4404,
Miami, FL 33131
Telephone: (305) 978-5627
e-mail: ao@tierranuevagroup.com
All notices or other communications which may be given pursuant to this Agreement shall
be in writing and shall be deemed properly served if delivered by personal service or by certified
mail addressed to Seller and Purchaser at the address indicated herein. Such notice shall be deemed
given on the day on which personally served; or if by certified mail, on the fifth day after being
posted or the date of actual receipt, whichever is earlier:
Purchaser:
City Manager
City of Miami
444 Southwest 2nd Avenue, loth Floor
Miami, Florida 33130
13
Seller:
Arturo Ortega, Manager
GARAFIA, LLC
848 Brickell Key Drive, Unit #4404,
Miami, Florida 33131
Copy To: Copy To:
Director
Depailment of Real Estate &
Asset Management
444 Southwest 2nd Avenue, 3rd Floor
Miami, Florida 33130
City Attorney
444 Southwest 2nd Avenue, 9th Floor
Miami, Florida 33130
17. CAPTIONS AND HEADINGS
The Section headings or captions appearing in this Agreement are for convenience only,
are not part of this Agreement, and are not to be considered in interpreting this Agreement.
18. BINDING EFFECT
This Agreement shall bind and inure to the benefit of the Parties hereto and their successors
in interest.
19. GOVERNING LAW; VENUE
This Agreement shall be governed according to the laws of the State of Florida and venue
in any proceedings shall be in Miami -Dade County, Florida.
20. 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.
21. COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, and such counterparts shall together constitute but one and the
same Agreement. The Parties shall be entitled to sign and transmit an electronic signature of this
Agreement (whether by facsimile, PDF or other email transmission), which signature shall be
14
binding on the party whose name is contained therein. Any party providing an electronic signature
agrees to promptly execute and deliver to the other Parties an original signed Agreement upon
request.
22. 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.
23. SURVIVAL OF REPRESENTATIONS/WARRANTIES
All relevant terms of this Agreement shall survive the Closing and be enforceable by the
respective Parties until such time as extinguished by law.
24. PARTIAL INVALIDITY
In the event that any provision of this Agreement shall be unenforceable in whole or in
part, such provision shall be limited to the extent necessary to render same valid, or shall be excised
from this Agreement, as circumstances require, and this Agreement shall be construed as if said
provision had been incorporated herein as so limited, or as if said provision had not been included
herein, as the case may be.
25. WAIVER OF TRIAL BY JURY; ATTORNEYS' FEES
The Parties hereby knowingly, voluntarily and intentionally waive any right they may have
to a trial by jury and/or to file permissive counterclaims and/or to claim attorneys' fees from the
other Party in respect to any litigation arising out of, under or in connection with this Agreement,
or any course of conduct, course of dealing, statements (whether oral or written) or actions of any
party hereto. This provision is a material inducement for Purchaser and Seller entering into this
Agreement.
26. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties. There are no promises,
agreements, undertakings, warranties or representations, oral or written, express or implied,
between the Parties other than as herein set forth. No amendment or modification of this
Agreement shall be valid unless the same is in writing and signed by the City Manager on behalf
of the Purchaser and by the Seller.
15
27. TIME IS OF THE ESSENCE
Time is of the essence of this Agreement and in the performance of all conditions and
covenants to be performed or satisfied by either party hereto. Whenever a date specified herein
shall fall on a Saturday, Sunday or legal holiday, the date shall be extended to the next succeeding
business day.
28. CONFLICT OF INTEREST
If any individual member, or an employee, or an immediate family member of the Seller is
also a member of any board, commission, or agency of the City, that individual is subject to the
conflict of interest provisions of the City Code, Section 2-611. The Code states that no City officer,
official, employee or board, commission or agency member, or a spouse, son, daughter, parent,
brother or sister of such person, shall enter into any contract, transact any business with the City,
or appear in representation of a third party before the City Commission. This prohibition may be
waived in certain instances by the affirmative vote of 4/5 of the City Commission, after a public
hearing, but is otherwise strictly enforced and remains effective for two years subsequent to a
person's departure from City employment or board, commission or agency membership.
A letter indicating a conflict of interest for each individual to whom it applies must
accompany the submission of this Purchase and Sale Agreement. The letter must contain the name
of the individual who has the conflict; the relative(s), office, type of employment or other situation
which may create the conflict; the board on which the individual is or has served; and the dates of
service.
29. THIRD PARTY BENEFICIARIES
Neither Seller nor the Purchaser intends to directly or indirectly benefit a third party by this
Agreement. Accordingly, therefore the Parties agree that there are no third party beneficiaries to
this Agreement and that no third party shall be entitled to assert a claim against the City based
upon this Agreement.
30. ASSIGNMENT
This Agreement, or any interest therein, shall not be assigned, transferred or otherwise
encumbered under any circumstances by either party without the prior written consent of the other
party, which may not be unreasonably refused.
16
31. PUBLIC RECORDS
Seller shall additionally comply with all requirements of Chapter 119, Florida Statutes,
including, but not limited to, Section 119.0701, Florida Statutes, including without limitation: (1)
keeping and maintaining public records that ordinarily and necessarily would be required by the
City to perform this service; (2) providing the public with access to public records on the same
terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or
as otherwise provided by law; (3) ensuring that public records that are exempt or confidential and
exempt from disclosure are not disclosed except as authorized by law; (4) meeting all requirements
for retaining public records and transferring, at no cost, to the City, all public records in Seller's
possession upon termination of this Agreement and destroying any duplicate public records that
are exempt or confidential and exempt from disclosure requirements; and, (5) providing all
electronically stored public records to the City in a format compatible with the City's information
technology systems.
IF THE SELLER HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
SELLER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
(305.416.1469, DLOZANO@MIAMIGOV.COM, AND 444 SOUTHWEST
2ND AVENUE, 3RD FLOOR, MIAMI, FLORIDA 33130).
30. SEVERABILITY
Should any provisions, paragraphs, sentences, words or phrases contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unlawful, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to
the extent necessary in order to conform with such laws, and the same may be deemed severable
by the City, and in such event, the remaining terms and conditions of this Agreement shall remain
unmodified and in full force and effect.
31. CITY'S RIGHTS AS SOVEREIGN
The City is entering into this Agreement only in its proprietary (not regulatory) capacity
and retains all of its sovereign prerogatives and rights and regulatory authority (quasi-judicial or
otherwise) as a City under all applicable laws (all of which shall be absolute and unfettered in all
respects). Notwithstanding any language contained in this Agreement to the contrary, in no event
shall Purchaser have any obligations or liabilities to Seller under this Agreement or otherwise on
17
account of Purchaser's exercise of its sovereign prerogatives and rights and regulatory authority
(quasi-judicial or otherwise) as a municipal government under all applicable laws.
[SIGNATURES ON FOLLOWING PAGE]
18
WHEREOF, the Parties hereto have duly executed this Agreement, as of the day and year
first above written.
"PURCHASER"
Executed by CITY OF MIAMI, a municipal
corporation of the State of Florida
By:
Arthur Noriega V, City Manager
Date:
ATTEST:
Todd B. Hannon, City Clerk
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
George K. Wysong III Ann -Marie Sharpe, Director
City Attorney Risk Management Administrator
19
"SELLER"
GARAFIA, LLC
Seller
By:
Arturo Ortega, Manager
Witness
Print Name
Witness
Print Name
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ]
online notarization this day of , 20 , by Arturo Ortega, Manager of
GARAFIA, LLC, who is [ ] personally known to me or [ ] who produced the following
identification:
(NOTARY PUBLIC SEAL)
Public)
Notary Public
(Printed, Typed or Stamped Name of Notary
Commission No.:
My Commission Expires:
20
ACKNOWLEDGEMENT:
SOUTH RIVER WAREHOUSE, LLC
Respondent
By:
Arturo Ortega, Manager
Witness
Print Name
Witness
Print Name
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ]
online notarization this day of , 20 , by Arturo Ortega, Manager of
SOUTH RIVER WAREHOUSE, LLC, who is [ ] personally known to me or [ ] who produced
the following identification:
(NOTARY PUBLIC SEAL)
Public)
Notary Public
(Printed, Typed or Stamped Name of Notary
Commission No.:
My Commission Expires:
21
EXHIBIT A
Legal Description of Property
Parcel 1 (Folio No. 01-4102-006-6450):
Lot 8, in Block 105 of LAWRENCE ESTATE LAND CO'S SUBDIVISION, according to the Plat
thereof, as recorded in Plat Book 2, at Page 46, of the Public Records of Miami -Dade County,
Florida.
Parcel 2 (Folio No. 01-4102-006-6460):
Lot 9, in Block 105 of LAWRENCE ESTATE LAND CO'S SUBDIVISION, according to the Plat
thereof, as recorded in Plat Book 2, at Page 46, of the Public Records of Miami -Dade County,
Florida.
Parcel 3 (Folio No. 01-4102-006-6470):
Lot 10 in Block 105 of LAWRENCE ESTATE LAND CO'S SUBDIVISION, according to the
Plat thereof, as recorded in Plat Book 2, at Page 46, of the Public Records of Miami -Dade County,
Florida.
Parcel 4 (Folio Nos. 01-4102-006-6480 and 01-4102-006-6490):
Lots 11 and 12 less the South 10 feet thereof, in Block 105 and less the exterior area of curve in
SW comer of Lot 11, in Block 105, and Lot 13, less the South 10 feet thereof, in Block 105, of
LAWRENCE ESTATE LAND CO'S SUBIDIVISION, according to the Plat thereof, as recorded
in Plat Book 2, at Page 46, of the Public Records of Miami -Dade County, Florida.
22
EXHIBIT B
Affidavits and Disclosures
[Al7ACHED ON THE FOLLOWING PAGES]
(1) Conflict of Interest and Non -Collusion Affidavit;
(2) Sworn Disclosure of Beneficial Interests in Seller;
(3) Public Entity Crime Affidavit;
(4) Anti -Human Trafficking Affidavit;
CONFLICT OF INTEREST DISCLOSURE AFFIDAVIT
CHAPTER 112, FLORIDA STATUTES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY
PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
The undersigned, being first duly sworn, states:
1. The full legal name and business address of the person or entity contracting or transacting
business with the City of Miami is: GARAFIA, LLC, WITH A PRINCIPAL ADDRESS AT 848
BRICKELL KEY DR APT tt'1404, MIAMI, FL 33131 (FEIN NO. 46-5140210)
2. The business is formed as a: FLORIDA LIMITED LIABILITY COMPANY
3. The business was formed or incorporated in the following year and state: 2014 FLORIDA
4. The business is registered in the following state(s): FLORIDA
5. FOR BUSINESS ENTITIES:
A. The following trustees, board members or purchasing agents of the City or their spouses or
children are officers or directors of the business entity: NONE
B. The following trustees, board members or purchasing agents of the City or their spouses or
children or any combination thereof hold directly or indirectly more than 5% but less than 10%
ownership in the business entity: NONE
C. The following trustees, board members or employees of the City or their spouses, children
or parents hold directly or indirectly 10% or more of the ownership in the business entity: NONE
D. The following trustees, board members or employees of the City are employees of or in a
contractual relationship with the business entity: NONE
6. This affidavit may be signed in several counterparts, each of which shall be an original and
all of which together shall constitute but one and the same document binding on all of the parties,
notwithstanding that not all of the parties have signed the same counterpart. Any signature
delivered by a party by facsimile, email or other electronic transmission shall be deemed to be an
original signature to this affidavit.
[SIGNATURES ON FOLLOWING PAGE]
24
IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and year first
above written.
GARAFIA, LLC,
a Florida limited liability company
By:
Print Name:
Title:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
Sworn to and subscribed before me this day of , 2025, by
, as of GARAFIA, LLC, a
Florida limited liability company, on behalf of said entity, who is ( ) personally known to me
or ( ) has produced the following identification
Notary Public — State of Florida
My commission expires
(Printed, typed or stamped commissioned
25
BENEFICIAL INTEREST AND DISCLOSURE OF OWNERSHIP AFFIDAVIT
1. This Affidavit is submitted to the City of Miami, a municipal corporation of the State
of Florida, whereupon the undersigned authority, personally appeared,
("Corporate Representative") of GARAFIA, LLC, a Florida limited liability
company, whose principal address is 848 BRICKELL KEY DR APT #4404, MIAMI, FL 33131, and
(if applicable) its Federal Employer Identification Number (FEIN) is: 46-5140210, subject to the
penalties prescribed for perjury, deposes and says:
2. The Corporate Representative has read the contents of this Affidavit, has actual
knowledge of the facts contained herein, and states that the facts contained herein are true, correct, and
complete.
3. The following is a list of every "person" (as defined in Section 1.01(3), Florida Statues
to include individuals, children firms, associates, joint adventures, partnerships, estates, trusts, business
trusts, syndicates, fiduciaries, corporations and all other groups and combinations) holding 5% or more
of the beneficial interest in the disclosing entity: (If more space is needed, attach separate sheet):
, % owner
4. This affidavit may be signed in several counterparts, each of which shall be an original
and all of which together shall constitute but one and the same document binding on all of the parties,
not -withstanding that not all of the parties have signed the same counterpart. Any signature delivered by a
party by facsimile, email or other electronic transmission shall be deemed to be an original signature to this
affidavit.
IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and year
first above written.
GARAFIA, LLC,
a Florida limited liability company
By:
Print Name:
Title:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
Sworn to and subscribed before me this day of , 2025, by
, as of GARAFIA,
LLC, a Florida limited liability company, on behalf of said entity, who is ( ) personally known to
me or ( ) has produced the following identification
Notary Public — State of Florida
My commission expires
(Printed, typed or stamped commissioned
26
SWORN STATEMENT ON PUBLIC ENTITY CRIMES
SECTION 287.133(3)(a), FLORIDA STATUTES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY
PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted to the City of Miami, a municipal corporation of the
State of Florida.
By
[print authorized individual's name and title]
For GARAFIA, LLC
whose business address is: 848 BRICKELL KEY DR APT #4404, MIAMI, FL 33131
and (if applicable) its Federal Employer Identification Number (FEIN) is: 46-5140210
2. I understand that a "public entity crime" as defined in Paragraph 287.133(1)9g),
Florida Statutes, means a violation of any state or federal law by a person with respect to and directly
related to the transaction of business with any public entity or with an agency or political subdivision of
any other state or the United States, including, but not limited to, any bid or contract for goods and
services to be provided to any public entity or an agency or political subdivision of any other state or of
the United States involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or
material misrepresentation.
3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b),
Florida Statutes, means a finding of guilt or a conviction or a public entity crime, with or without an
adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment
or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty
or nolo contendere.
4. I understand than an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes,
means:
a. A predecessor or successor of a person convicted of a public entity crime; or
b. An entity under the control of any natural person who is active in the management of
the entity and who has been convicted of a public entity crime. The term "affiliate" includes those
officers, directors, executives, partners, shareholders, employees, members, and agents who are active
in the management of an affiliate. The ownership by one person of shares constituting a controlling
interest in another person, or a pooling of equipment or income among persons when not for fair market
value under an arm's length agreement, shall be a prima facie case that one person controls another
person. A person who knowingly enters into a Team with a person who has been convicted of a public
entity crime in Florida during the preceding 36 months shall be considered an affiliate. RFP for Park
East Youth Center RFP 2014-74
5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes,
means any natural person or entity organized under the laws of any state or of the United States with
the legal power to enter into a binding contract and which bids or applies to bid on contracts for the
provision of goods or services let by a public entity, or which otherwise transacts or applies to transact
business with a public entity. The term "person" includes those officers, directors, executives, partners,
shareholders, employees, members, and agents who are active in the management of an entity.
27
6. Based on information and belief, the statement that I have marked below is true in
relation to the entity submitting this sworn statement. [INDICATE WHICH STATEMENT
APPLIES]
Neither the entity submitting this sworn statement, nor any officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the management
of the entity, not any affiliate of the entity, has been charged with and convicted of a public entity crime
subsequent to July 1, 1989.
This entity submitting this sworn statement, or one or more of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the management
of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime
subsequent to July 1, 1989.
The entity submitting this sworn statement, or one or more of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the management
of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime
subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer
of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing
Officer determined that it was not in the public interest to place the entity submitting this sworn
statement on the convicted vendor list. [attach a copy of the final order]
7. This affidavit may be signed in several counterparts, each of which shall be an original
and all of which together shall constitute but one and the same document binding on all of the parties,
notwithstanding that not all of the parties have signed the same counterpart. Any signature delivered by a
party by facsimile, email or other electronic transmission shall be deemed to be an original signature to this
affidavit
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING
OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 ABOVE IS FOR
THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH
DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO
UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO
ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED
IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN
THE INFORMATION CONTAINED IN THIS FORM.
1cl [SIGNATURES ON FOLLOWING PAGE]
28
IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and year
first above written.
GARAFIA, LLC,
a Florida limited liability company
By:
Print Name:
Title:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
Sworn to and subscribed before me this day of , 2025, by
, GARAFIA, LLC, a Florida limited liability company, on behalf of said entity, who
is ( ) personally known to me or ( ) has produced the following identification
(Printed, typed or stamped commissioned
Notary Public — State of Florida
My commission expires
29
ANTI -HUMAN TRAFFICKING AFFIDAVIT
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY
PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
1. The undersigned affirms, certifies, attests, and stipulates as follows:
a. The entity/individual is a nongovernmental entity authorized to transact business in the
State of Florida (hereinafter, "nongovernmental entity").
b. The nongovernmental entity is either executing, renewing, or extending a contract
(including, but not limited to, any amendments, as applicable) with the City of Miami
("City") or one of its agencies, authorities, boards, trusts, or other City entity which
constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024).
c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024),
titled "Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services as defined in
Section 787.06, Florida Statutes (2024).
2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following:
a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the
facts, statements and representations provided in Section 1 are true and correct.
b. I am an officer, a representative, or individual of the nongovernmental entity authorized to
execute this Anti -Human Trafficking Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Nongovernmental
Entity/Individual:
Signature:
Name:
Office
Address:
Email
Address:
GARAFIA, LLC
Title:
Phone
Number:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
Sworn to and subscribed before me this day of , 2025, by
, as of GARAFIA, LLC, a Florida
limited liability company, on behalf of said entity, who is ( ) personally known to me or ( )
has produced the following identification
Notary Public — State of Florida
My commission expires
(Printed, typed or stamped commissioned
30
Exhibit A
Placeholder
Settlement Agreement and Purchase and Sale Agreeme t will be
distributed on or before the item is heard by City Commi .ion and this
placeholder shall be substituted thereby