HomeMy WebLinkAboutExhibit ASETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (the "Agreement") is made and entered into this
day of January 2025, by and between the CITY OF MIAMI, FLORIDA (hereinafter,
"CITY"), a Florida municipal corporation, and SOUTH RIVER WAREHOUSE, LLC,
(hereinafter, "SRW"), a Florida Limited Liability Company (together, CITY and SRW are referred
to herein as the "Parties").
WITNESSETH:
WHEREAS, the CITY and SRW 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 passed Resolution No. R-25-0021 on January 23, 2024
(the "Resolution"), authorizing the City Manager to execute this Agreement to abandon
condemnation proceedings for the acquisition of the parcels identified in the above -captioned
litigation, and in lieu of funding the Final Judgment (as defined below) and as specific
consideration hereof, the City shall enter into an agreement for the purchase of the Alternative
Parcels (as defined below) under such terms and conditions specified herein;
WHEREAS, in accepting SRW's tender of the Alternative Parcels, the City hereby
acknowledges that the purchase of the Alternative Parcels is for "public use", as part of current
and/or future redevelopment plans, and/or otherwise as desirable asset and target for certain public
uses as more particularly set forth in the Resolution;
WHEREAS, through the adoption of the Resolution, the Miami City Commission will
further direct the City Manager to execute a purchase and sale agreement ("Purchase
Agreement") by and between the CITY and GARAFIA, LLC ("Garafia"), an entity affiliated
with SRW by common ownership, for City' s acquisition of the Alternative Parcels, as defined
herein, pursuant to the terms and conditions set forth in such Purchase Agreement.
NOW, THEREFORE, in consideration of the covenants contained herein. and the
performance thereof, the parties do hereby agree as follows:
1.0 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.
2.0 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 and subsequent execution by the City Manager
pursuant to the authority granted within such Resolution, as may be amended. 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.
3.0 LITIGATION. With regard to the Litigation, the CITY and SRW agree as
follows:
3.1 Final Judgment: Final Judgment concluding the "taking phase" and
"compensation phase" of the Litigation, as those terms are customarily used in the field of eminent
domain, was entered by the Court on December 20, 2024. Under Paragraph 8 of the Final
Judgment, the deadline for the City to deposit funds into the Registry of the Clerk of Court is
Monday, February 3, 2025. Upon adoption of the Resolution, the City agrees to not deposit funds
into the Registry of the Clerk of Court by the February 3 deadline, thereby making the Final
Judgment void as a matter of law.
3.2 Litigation Costs: Upon the earlier of (1) the date that fee simple title to the
Alternative Parcels, as defined below in Section 6, vests in the CITY through a closing under the
terms of the Purchase Agreement, or (2) the date of termination in the event the CITY elects to
terminate during the inspection period or as otherwise authorized in the Purchase Agreement, the
CITY and SRW agree to submit the agreed order taxing attorneys' fees, experts' fees, and litigation
costs attached and incorporated as Exhibit "A" ("Agreed Order") for Court entry under the terms
of Sections 73.091 and 73.092, Florida Statutes.
4.0 INDEMNIFICATION. SRW agrees to indemnify, defend (at its own cost and
expense), and hold harmless the CITY, its respective officers, officials, and employees, in their
individual or official capacity (hereinafter collectively referred to as the "Indemnitees" or "City")
from and against any and all claims, liabilities, damages, suits, and causes of action of any nature
arising out of, resulting from, related to, stemming from, or in direct connection with this
Agreement (collectively, "Covered Claims"), but only to the extent that the Covered Claims are
based upon any alleged acts or omissions of SRW, including its officers, directors, employees,
agents, or beneficiaries. SRW shall not be required to indemnify, defend or hold harmless the City
for claims, liabilities, damages, suits, or causes of action to the extent attributable to the acts or
omissions of the City, including Covered Claims that allege that entry into this Agreement or the
Purchase Agreement are beyond the scope of the City's delegated authority or were adopted and
executed erroneously or without proper notice or in violation of law or the City's charter and
ordinances. Nothing herein shall be construed as an indemnity or a waiver of sovereign immunity
enjoyed by City, as provided in Section 768.28, Florida Statutes, as amended from time to time,
or any other law providing limitations on claims.
In the event of any action arising out of, resulting from, or in connection with, directly or indirectly,
this Agreement, the CITY shall have the sole right to select its counsel. At its sole discretion, the
CITY may participate in the defense of any action, but such participation shall not relieve SRW of
any obligation of this Section. The City retains the right to make all decisions with respect to its
representations in any legal proceeding, including its inherent right to settle litigation.
5.0 RELEASE. Except for the Parties' obligations and reservations under this
Agreement, the Parties agree as follows:
SRW hereby releases, acquits, and forever discharges the CITY, including all officers, officials,
and employees, from any and all manner of actions (including without limitation the existing
appeal pending in the Third District Court of Appeal for the State of Florida Case No. 3D2025-
0121), causes of action, suits, debts, dues, sums of money, accounts, bonds, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments, executions,
claims for principal, interest, attorneys' fees, costs, direct and consequential damages, and special
and punitive damages, judgments, executions, claims, and demands whatsoever, in law or in
equity, which SRW ever had, now has, or may have against the City from the beginning of time
to the present, relating to the subjects of the Litigation. A copy of the Stipulation of Dismissal for
Third District Court of Appeal for the State of Florida Case No. 3D2025-0121, which has been
agreed upon by the Parties, is attached hereto as Exhibit "B".
6.0 PURCHASE AND SALE AGREEMENT. The CITY has executed the Purchase
Agreement between the CITY and Garafia for the CITY's acquisition of four (4) contiguous
parcels of vacant real property identified by five (5) separate folios, and legally defined in the
attached and incorporated Exhibit "C" (the "Alternative Parcels"). The Purchase Agreement is
attached and incorporated herein as Exhibit "D". For the avoidance of doubt, the Purchase
Agreement contains various conditions precedent, including without limitation that the
effectiveness of such agreement shall be subject to adoption of a separate resolution by Miami City
Commission and subsequent duly authorized execution by the City Manager as more particularly
set forth in the attached Purchase Agreement. This Settlement Agreement will remain in full force
and effect even if the Purchase Agreement is determined void for failure to obtain such separate
City Commission and City Manager approval or in the event the CITY elects to terminate during
the inspection period or as otherwise authorized in the Purchase Agreement.
7.0 MISCELLANEOUS.
7.1 Further Assurances. The parties hereby agree to do all acts and things
reasonably necessary from time to time, whether prior to, on and after the execution of this
Agreement, to effectuate the terms of the Agreement, to carry out the intentions and purposes of
the Agreement more effectively and completely without further consideration. Such acts and
things include but are not limited to taking all reasonably required action necessary to execute and
deliver such further and other documents, certificates, amendments, and other written instruments
which may be reasonably necessary to effectuate the intent and purpose hereof and to carry out all
transaction contemplated by the Agreement.
7.2 Cooperation, Consents, Approvals. The parties shall cooperate fully with each
other and their respective counsel in connection with any actions reasonably necessary to be taken
as part of their respective obligations in connection with this Agreement and any action authorized
hereunder. In any instance under the terms of this Agreement in which the consent or approval of
a party hereto to any proposed action is required, such consent or approval shall be requested in
writing and shall not be unreasonably withheld or delayed unless otherwise set forth herein.
7.3 Successors and Assigns. All the terms and provisions of this Agreement
shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective
administrators, executors, legal representatives, heirs, successors and permitted assigns, whether
so expressed or not.
7.4 Indulgences not Waivers. No indulgences extended by any party hereto to any
other party shall be construed as a waiver of any breach on the part of such other party, nor shall
any waiver of one breach be construed as a waiver of any rights or remedies with respect to any
subsequent breach.
7.5 Amendments. The provisions of this Agreement may not be amended,
supplemented, waived or changed, other than by a writing signed by the party against whom
enforcement of any such amendment, supplement, waiver or change is sought and making specific
reference to this Agreement.
7.6 Construction. The language of this Agreement will be deemed to be the
language chosen by all the parties to express their mutual intent, and no rule of strict construction
shall be applied against any party.
7.7 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which taken together shall constitute one and
the same instrument. 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
binding on the party whose name is contained therein. Any party providing an electronic signature
agrees to promptly execute and deliver to the other Party an original signed version upon request.
7.8 Headings. The headings contained in this Agreement are for convenience of
reference only, are not to be considered a part of the Agreement and shall not limit or otherwise
affect in any way the meaning or interpretation of this Agreement.
7.9 Notices. All notices, requests consents and other communications required or
permitted under this Agreement shall be in writing (including electronic transmission) and shall
be (as elected by such person giving notice) hand delivered by messenger or courier service
(including overnight mail service), electronically transmitted, or mailed by registered or certified
mail (postage prepaid), return receipt requested addressed to:
SOUTH RIVER WAREHOUSE, LLC
South River Warehouse, LLC
Attn: Arturo Ortega
Address: 848 Brickell Key Drive, Apt 4404, Miami, FL 33131
Phone: (305) 509-1919
E-mail: ao@tierranuevagroup.com
CITY OF MIAMI
Arthur Noriega, City Manager
City of Miami
3500 Pan American Drive, 2nd Floor
Miami, FL 33133
Phone: (305) 250-5400
E-mail: anoreigamiamigov.com
With a copy to:
George K. Wysong III, Esq., City Attorney
Office of the City Attorney
444 S.W. 2" Avenue, 9th Floor
Miami, FL 33130
Phone: (305) 416-1832
E-mail: gwysongrmiamigov.com
Each notice shall be deemed delivered (a) on the date delivered, if by personal delivery or courier;
(b) on the date of transmission with confirmation of receipt, if by electronic transmission; and (c)
on the date three (3) business bays following the deposit of the notice in a U.S. Mail depository,
properly addressed and with necessary postage.
7.10 Relationship of the Parties. The parties hereto acknowledge that they are
separate and independent entities and nothing contained herein shall be deemed to create a joint
venture, association, partnership, agency or employment relationship between the two. Neither
party shall have the power to act in the name of, on behalf of, or incur obligations binding upon
the other party. Neither party shall acquire an interest in the business or operations of the other by
virtue of this Agreement. Furthermore, neither party endorses or warrants the activities of the
other or their business, business practices, projects, products, services or other activities.
7.11 Severability. In the case any one or more of the provisions contained in this
Agreement or any application thereof shall be deemed invalid, illegal or unenforceable in any
respect, such affected provisions shall be construed and deemed rewritten so as to be enforceable
to the maximum extent permitted by law, thereby implementing to the maximum extent possible,
the intent of the parties hereto, and the validity, legality and enforceability of the remaining
provisions contained in this Agreement shall not in any way be affected or impaired thereby.
7.12 Survival. All covenants, agreements, representations and warranties made
herein or otherwise made in writing by any party pursuant hereto shall survive the execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby,
7.13 Attorney's Fees.
connection with this Agreement.
Each party shall bear their own attorney's fees and costs in
[SIGNATURE PAGES TO FOLLOW]
WHEREOF, the Parties hereto have duly executed this Agreement, as of the day and year
first above written.
WITNESSES:
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STATE OF FLORIDA
COUNTY OF MIAMI-DADE )
SRW
SOUTH RIVER WAREHOUSE, LLC,
a Florida Limited Liability Company
Date: f 20.2-'5
The foregoing instrument was acknowledged before me this ,jam day of January 2025,
4r- Co Oi4 e p as FtGwt is of South River Warehouse, LLC, who is
ersonally known,to me or has produced as identification.
Notary Public State of Florida
Karol Oliver°
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CITY
CITY OF MIAMI, FLORIDA, a Florida
municipal corporation
By:
ATTEST: ,- Signed by:
Signed by:
Todd B. Hannon
City Clerk
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Arthur Noriega
City Manager
APPROVED AS TO LEGAL FORM & CORRECTNESS:
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George K. Wysong III, Esq.
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Matter 25-65
EXHIBIT "A"
AGREED ORDER
[attached on the. following page]
IN THE CIRCUIT COURT OF THE
ELEVENTH JUDICIAL CIRCUIT, IN AND
FOR MIAMI-DADE COUNTY, FLORIDA
CASE NO.: 2021-027229-CA-01 (30)
PARCEL NO.: 101
CITY OF MIAMI, a Florida municipal
corporation,
Petitioner,
v.
SOUTH RIVER WAREHOUSE, LLC, a
Florida limited liability company; WATER
TAXI MIAMI INC, a Florida for -profit
corporation; MAXIM VLESSING, an
individual; BAKERS DOZEN LLC, a Florida
limited liability company; MIAMI RIVER
LOBSTER AND STONE CRAB CORP., a
Florida for -profit corporation; MIAMI-DADE
COUNTY, a political subdivision of the State
of Florida; THE UNKNOWN ASSIGNS,
SUCCESSORS IN INTEREST, TRUSTEES,
OR ANY OTHER PARTIES CLAIMING BY,
THROUGH, UNDER, OR AGAINST ANY
OF THE ABOVE NAMED PARTIES,
WHETHER EXISTING OR DISSOLVED;
and THE UNKNOWN PERSONS AND
PARTIES CLAIMING OR HAVING ANY
INTEREST OR CLAIM AS OWNERS,
MORTGAGEES, JUDGMENT CREDITORS,
LIENHOLDERS OR LESSEES OF, UPON,
OR AGAINST THE PARCEL,
Respondents.
1
AGREED ORDER
TAXING ATTORNEYS' FEES, EXPERTS' FEES, AND LITIGATION
COSTS UNDER SECTIONS 73.091 AND 73.092, FLORIDA STATUTES
This matter came before the Court upon the Motion to Tax Costs and Expert Witness
Fees and Attorney's Fees dated December 24, 2024 ("Motion") filed by Defendant, SOUTH
RIVER WAREHOUSE, LLC ("SRW"). Having reviewed the Motion, considered the stipulation
and agreement of Petitioner, CITY OF MIAMI ("City"), to entry of this agreed order, and being
fully advised in the premises, it is ORDERED and ADJUDGED that:
1. The Motion is granted.
2. As to claimed attorneys' fees taxable under Section 73.092, Florida. Statutes, the
City shall pay the following as a "benefit based fee" within thirty days from the date that this
agreed order is entered by delivering a check payable to J. Wiley Hicks, LLC IOTA Trust Account,
c/o J. Wiley Hicks, 5730 S.W. 74th Street, Suite 400, Miami, Florida 33143 in the amount of ONE
MILLION THREE HUNDRED TWENTY-EIGHT THOUSAND DOLLARS AND NO CENTS
(S 1,328,000.00).
3. As to claimed experts' fees and litigation costs taxable under Section 73.091,
Florida Statutes, the City shall pay the following as the total agreed -upon experts' fees and
litigation costs within thirty days from the date that this agreed order is entered by delivering a
check payable to J. Wiley Hicks, LLC IOTA Trust Account, c/o J. Wiley Hicks, 5730 S.W. 74th
Street, Suite 400, Miami, Florida 33143 in the amount of THREE HUNDRED FORTY-FOUR
THOUSAND SIX HUNDRED FORTY-SIX DOLLARS AND NO CENTS ($344,646.00).
4. The City shall have no liability for any additional attorneys' fees, experts' fees, or
litigation costs claimed as taxable under Sections 73.091 or 73.092, Florida Statutes or otherwise
in connection with this Eminent Domain proceeding.
DONE AND ORDERED in Chambers at Miami -Dade County, Florida on this day
of , 2025.
HON. REEMBERTO DIAZ
CIRCUIT COURT JUDGE
Electronically Served:
All counsel and parties of record
EXIIBIT "B"
STIPULATION OF ❑ISMISSAL
[attached an the fallowing page]
South River Warehouse, LLC,
IN THE DISTRICT COURT OF
APPEAL
OF FLORIDA
THIRD DISTRICT
3D2025-0121
Appellant(s), Trial Court Case No. 21-27229-
CA01
v.
City of Miami, et al.,
Appellee(s).
STIPULATION OF DISMISSAL
Appellant, South River Warehouse, LLC, pursuant to Florida Rule of Appellate Procedure
9.350(a), hereby files this Stipulation of Dismissal, dismissing the instant appeal with prejudice,
with all parties to bear their own fees and costs.
[APPELLANT COUNSEL SIGNATURE BLOCK]
EXHIBIT "C"
LEGAL DESCRIPTION OF THE ALTERNATIVE PARCELS
Parcel No. 1
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.
Also known as Folio No. 01-4102-006-6450.
Parcel No. 2
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.
Also known as Folio No. 01-4102-006-6460.
Parcel No. 3
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.
Also known as Folio No. 01-4102-006-6470.
Parcel No. 4
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.
Also known as Folio Nos. 01-4102-006-6480 and 01-4102-006-6490.
EXHIBIT "D"
PURCHASE AND SALE AGREEMENT
[attached on the following page]
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 Erickell 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 passed Resolution No. R-25-0021 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, and in lieu of funding the Final Judgment in such Litigation and as specific consideration
hereof, the City enters into this Agreement for the purchase of the Property, under such terms and
conditions specified herein;
WHEREAS, in accepting the tender of the Property hereof the City hereby acknowledges
that the purchase of the Property is for "public use", as part of current and/or future redevelopment
plans, and/or otherwise as desirable asset and target for certain public uses as more particularly set
forth in the Resolution; 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.
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 authority to enter into this
Agreement was approved pursuant to the Resolution, subject to the terms and conditions provided
therein.
The Parties further understand, acknowledge, and agree that the City Manager shall bring
an item to the next available City Commission meeting (currently scheduled for February 13, 2025)
requesting authority for the City Manager to pay the Additional Sum, as defined in Section 5
below, which authority shall be subject to approval by the Miami City Commission at its sole and
absolute discretion by a four -fifths affirmative vote. In the event that the same is approved in the
manner set forth above, then this Agreement shall become effective after such approval and
subsequent execution by the City Manager pursuant to the authority granted by the City
Commission on such date (such execution date by the City Manager, the "Effective Date"). The
"Effective Date" shall not be a date later than the two (2) business days following such City
Commission approval. Notwithstanding any language contained herein to the contrary, if the
Miami City Commission does not adopt a resolution authorizing the payment of the Additional
Sum as set forth above by a four -fifths affirmative vote, 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) plus the Additional Sum, as such term is defined below in Section 5, totaling a
sum of Nine Million Eight Hundred and Forty Seven Thousand Dollars ($9,847,000.00)
("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:
2
(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 ("Escrow
Agent") an amount equal to Four Hundred and Fifty Thousand Dollars ($450,000.001
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
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.
Additionally, the Parties acknowledge that certain development rights were transferred to
the Property pursuant to the Declaration of Restrictive Covenants in Lieu of Unity ofTitle attached
and incorporated herein as Exhibit C. The Parties hereby agree that the value of such development
rights are approximately Eight Hundred and Forty -Seven Thousand Dollars ($847,000.00), which
amount shall be payable to Seller in -addition as part of to the Purchase Price ("Additional Sum").
Accordingly, the validity of this Agreement shall be subject to the Miami City Commission's 115115
approval of the Additional Sum as more particularly set forth in Section 2 above. l uN
January 31, 2025
3
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):
�<
1.1
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.
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 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
4
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.
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:
5
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.
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
6
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
by the City of Miami Department of Risk Management. However, the City of Miami shall be
responsible for any destructive testing it may perforrn 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.
7
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
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.
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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
Estate and Asset Management located at 14 NE 1st Avenue, 2nd Floor, Miami, FL 33132, 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.
9
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
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 hereby acknowledges it is acquiring the Property in furtherance of an
intended "public use" and for the purposes set forth in the recitals specified
above as further detailed in the Resolution. Seller is tendering the real property
10
defined in Section 3 herein as consideration and in lieu of the eminent domain
proceedings referenced in the second recital set forth in the introduction of this
Agreement. Purchaser and Seller agree to cooperate in the execution of any
forms or documents to the extent applicable and as may be necessary or required
by the Internal Revenue Service, including by way of a corporate restructuring
potentially contemplated by Seller, and provided the same does not require
expenditures by the Purchaser or otherwise restrict the Purchaser's use or
alienability of the Property. Seller shall indemnify, release, and hold Purchaser
harmless for any damages, liabilities, penalties, or costs assessed against Seller
or otherwise assessed against the City for Seller's pursuit of such tax benefits.
This provision shall survive termination or closing.
11. CLOSING COSTS AND ADJUSTMENTS
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.
Closing Costs
Each party shall be responsible for its own costs and attorneys' fees relating
to this Agreement and the Closing.
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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
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.
12
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
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: On behalf of Seller:
Danny Lozano, Property Mgmt. Specialist Arturo Ortega, Manager
Department of Real Estate & GARAFIA, LLC
13
Asset Management
City of Miami
14 NE lst Avenue, 2nd Floor
Miami, FL 33132
Telephone: (305) 416-1469
Fax: (305) 416-2156
e-mail: dlozano(miainigov.eom
16. NOTICES
848 Brickell Key Drive, Unit #4404,
Miami, FL 33131
Telephone: (305) 978-5627
e-mail: ao(dtierranuevagroup.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
Copy To:
Director
Department of Real Estate &
Asset Management
14 NE 1st Avenue, 2nd Floor
Miami, Florida 33132
City Attorney
444 Southwest 2°a Avenue, 9th Floor
Miami, Florida 33130
17. CAPTIONS AND HEADINGS
Seller:
Arturo Ortega, Manager
GARAFIA, LLC
848 Brickell Key Drive, Unit #4404,
Miami, Florida 33131
Copy To:
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.
14
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
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.
15
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,
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
i6
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.
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
17
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
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.
[SIGNATURE PAGES FOLLOW]
18
WHEREOF, the Parties hereto have duly executed this Agreement, as of the day and year
first above written.
ATTEST:
Signed by:
-1R169a71A31f)411
Todd B. Hannon, City CItk
"PURCHASER"
Executed by CITY OF MIAMI, a municipal
corporation of the State of Florida
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DocuSigned
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B /l �WM 1 "VV��n,iw
Arthur Noriega V, City Manager
01/30/2025
Date:
Signed by:
APPROVED AS TO FORM AND
CORRECTNESS:
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b4364465-3351-402...
APPROVED AS TO INSURANCE
REQUIREMENTS:
DocuSigned by: DocuSigned by:
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George K. Wysong III is
City Attorney �(
Matter 25-65
Ann -Marie Sharpe, Director
Risk Management Administrator
19
Witness
ird-Q/- V\-1A3r—i"
Print Name
STATE OF C I ,t 0u
COUNTY OF 4-".,ark',
The foregoing instrument was
online notarization this 30'
GARAFIA, LLC, who is []
identification:
"SELLER"
GARAFIA, LLC
Seller
By:
Arturo [ >E-tega, Manager
acknowledged before me by means of VI physical presence or [ ]
day of ic,+-.sc''204.- , by Arturo Ortega, Manager of
personally known to _1,wiro_p4odurce.eI ib. following
4 Notary Public State of Florida
Karol Olive►o
(NOTARY PUBLIC SEAL)
Public)
My Commission NH 317418
Expires 9/28203
r
Notary Public
(Printed, Typed or Stamped Name of Notary
4
4
Commission No.: -144"1/4 31 91'8
My Commission Expires: enJ 2 / W2(
20
ACKNOWLEDGEMENT:
SOUTH RIVER WAREHOUSE, LLC
Respondent
Arturoprtega, Manager
Print Name
STATE OF Cloe0CA
COUNTY OF IA.; ar% -b.
The foregoing instrument was acknowledged before me by means of physical presence or [ ]
online notarization this 30'' day of '1C -', , 20 7_5 , by Arturo Ortega, Manager of
SOUTH RIVER WAREHOUSE, LLC, who is j ] personall known to me or ] who .roduced
the following identification:
(NOTARY PUBLIC SEAL)
Public)
Notary Public State of Florid
Karol Oliver°
31i1 My Commission NH 317418
1 f Expires 8I28,2O26
Notary Public
(Printed, Typed dr Stamped Name of Notary
Commission No.: .t31`N
My Commission Expires: t 1Zt3J2-Oalp
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
[ATTACHED OIV 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 #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 states): 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 li ited liability company
By: Pr. t Nam
am Pil'atia.c.
Title: +,7
STATE OF FLORIDA }
COUNTY OF MIAMI-DADE )
Sworn to and subscribed before me this 3a day ofig'in 2025, by
(0 Of C jn . , as l'Atiragt . of GARAFIA, LLC, a
Florida limited liability company, an behalf of said entity, who is ( ) personally known to me
or ( ) has produced the following identification
/4„) 01,
Notary Public — State of Florida
My commission expires oi.! Z'61102 4
Vo.a1 O' ieo.
(Printed, typed or stamped commissioned
25
Notary Public Stale of Florida
Karol Olivero
dell Si'`N Commission Hti 31741a
Expires 9/28/2026
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):
t& , t':- % 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,
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: t"C•'•.
STATE OF FLORIDA
COUNTY OF MIAMI-DADE )
Sworn to and subscribed before me this 3'' day ofIr+ntix,^ll 2025, by
O i O cleeTA, , as N t0kr. of GARAFIA,
LLC, a Florida limited liability company, on behalf of said entity, who is ( t) personally known to
me or ( ) has produced the following identification
4 Notary Public State of Florida
Karol Oiivero
n;`"IIII'A}"' My Commission NH 317418
j Expires 9128l2O26
Notary Public — State of Florida
My commission expires Oct / 2.5
-t L
(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 -c caer-Tec 4. M4t+t_
[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 (FEN) 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 1 have marked below is true in
relation to the entity submitting this sworn statement. [INDICATE WHICH STATEMENT
APPLIES]
XNeither 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.
[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 1iited liability company
By:
Print'Nam f =R.
Title:t2_
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
Sworn to and subscribed before me this 30` day of 1O C - , 2025, by 41u'o GIA-t° 1
i4CA&CC , 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 I
4 Commission
Olivero
i+pieff I.,. My Commission HH 337418 l
Expires 9/28/2026
18.71111...11
Notafy Public — State of Florida
My commission expires O' 20 ) 7.0Z(a
(Printed, typed or stamped commissioned
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
Entityllndividual:
Signature:
Name: T-�
GARAFIA, LLC
Title: MAW --
Office Phone
Address. H e `crateP7A1 w Number: 35 , -- t t
Email a�a►t + f 3?�f 3�
Address: 1 ' L .
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
Sworn to and subscribed before me this
30''day ofj' — i 2025, by
1 sj cP (jet -Top_ , , as (o/\toy. ( 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
Karol Oliver°
met=My Commission HH 31141e
Expires 9126r242a
I 0-
Notary Public — State of Florida
My commission expires Del 1 Z u� i 2 .
(Printed, typed or stamped commissioned
30