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HomeMy WebLinkAboutSubstitution Memo from Department of Real Estate and Asset ManagementCITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V, DATE: January 23, 2025 City Manager FROM: Andrew Frey, Director Department of Real Estate and Asset Management SUBJECT: Substitution for Item RE.13 January 23, 2025 Agenda REFERENCES: File Number 17133 Item RE.13 - File ID 17133 approves and grants the City Manager, by a four -fifths (4/5ths) affirmative vote, 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 ("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 Settlement Agreement and incorporated Purchase and Sale Agreement ("Purchase Agreement") substantially incorporating terms and conditions stipulated in the letter of intent ("L01"), 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 ard 01-4102-006-6490 located in Miami, Florida (collectively, "Alternative Property"), for an affordable housing pro?ect, 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. This item is being substituted to reflect the following changes: • Four -Fifths vote required per FS 166.045. • Revised to allow City Manager to elect (on or before February 3, 2025) either of the two following alternatives: (1) the Eminent Domain Deposit for the Riverfront Property or (2) the Settlement Agreement for the Alternative Property for affordable housing. • • Removes the Miami For Everyone Program Applications as exhibits, which will be submitted as applicable by the Commissioner's office after approval. • Waives MFE application restrictions that prevent the use of such funds in connection with civil proceedings. • Including the Draft Purchase Agreement (Exhibit A) Approved: 1-DocuSigned by: arftwi Nerttie, "-850CFbC372DD42A Arthur Noriega V, Cicy Manager Page 1 of 1 1 I 3 3 r SJOS-1-1-6-11fil Mein-0 --crOM DOTAA40V4 as City of Miami Resolution Legislation File Number: 17133 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, BY A FOUR -FIFTHS (4/5THS) 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 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-B183416, 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-B183416, 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: 1 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 dohereby agree as follows: 1. RECITA 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 1 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, proration, 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 2 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): EX 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: Comm netug at the Southeast earner of the Southwest 1/4 of the Southeast 1/4 of Section 3, Township 54 South, Mange 41 East; thence irr 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 frorn 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 as Easterly direction, parallel to the South line of said Section 3/54/41, 100 feet to the point of Beginning; this being the description of the East 100 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 EighthStreet. Also known as: 01.4103-000-0420 3 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 &. ENVIRONMENTALrMATTERS 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. 4 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 infoiivation. 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. 5 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 hens 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 Department 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 haimuless 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. S. 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: B. C. 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 marketablefee 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. 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. 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 infoiiiiation. 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 objcct 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/hfe safety, utility connection charges, if applicable, shall be prorated. 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. v. 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: On behalf of Purchaser: Danny Lozano, Property Mgmt. Specialist Department of Real Estate & Asset Management City of Miami 444 Southwest 2nd Avenue, 31d Floor Miami, Florida 33130 Telephone: (305) 416-1469. Fax: (305) 416-2156 e-mail: dlozano(ntiamigov.corn 16. NOTICES 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: On behalf of Seller: Arturo Ortega, Manager GARAFIA, LLC 848 Brickell Key Drive, Unit #4404, Miami, FL 33131 Telephone: (305) 978-5627 e-ina L ao@tierranuevagroup.com 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 Department 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 accordingto 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 maybe. 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 perfoii lance 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 umnodified 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 City Attorney Ann -Marie Sharpe, Director Risk Management Administrator 19 Witness Print Name Witness Print Name STATE OF COUNTY OF The foregoing instrument was online notarization this GARAFIA, LLC, who is [ identification: "SELLER" GARAFIA, LLC Seller By: Arturo Ortega, Manager acknowledged before me by means of [ ] physical presence or [ ] day of , 20 , by Arturo Ortega, Manager of personally known to me or [ ] who produced the following (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 Bv: 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 coiner of Lot 11, in Block 105, and Lot 13, less the South 10 feet thereof, in Block 105, of LAWRENCE ESTATE LAND CO'S SUBDDIVISION, 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 [ATTACHED 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; 23 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 #4404, 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 of GARAFIA, LLC, a , as 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 counteiparts, 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. 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 fmding of guilt or a convictionor 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 WINCH 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 convictedof 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 placethe 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 TIIE INFORMATION CONTAINED, IN THIS FORM. [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: GARAFIA, LLC Name: Title: Office Phone Address: Number: Email Address: 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