HomeMy WebLinkAboutSubstitution Memo from Dept of Real Estate & Asset ManagementCITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
Arthur Noriega V, DATE: September 24, 2025
City Manager
FROM: Andrew Frey, Director
Department of Real Estate and
Asset Management
SUBJECT; Substitution for File ID 18056
September 25, 2025 Agenda
REFERENCES: Legislation — item PH.3
Item PH.3 - File ID No. 18056 authorizing the City Manager, pursuant to Section 29-8(c) of the Charter of the City of
Miami, Florida, as amended, to execute a Purchase and Sale Agreement ("Agreement') conveying the City -owned
property known as the Olympia Theater, located at 174 East Flagler Street, Miami, Florida, and legally described in
the Agreement, between the City of Miami ("City") and Sports Leadership and Management, Inc., a Florida Not -For -
Profit Corporation ("SLAM") by way of Quitclaim Deed.
This item is being substituted to reflect the following changes:
• WHEREAS clause 15 of the Resolution, Is revised to change from 180 events to 180 days;
• WHEREAS clause 19 of the Resolution, Is revised to change from 180 events to 180 days;
• Replace the Agreement in substantially the form attached hereto as Exhibit "B'.
Approved:
/L)
Arthur Noriega V, City Manager
r)
co
Page 1 of 1
gosv Subs )-4‘ibol YYlQntiO --Pori °e1�G`rse� er��d"
City of Miami
Legislation
Resolution
File Number: 18056
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A
FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC
HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S
FINDINGS PURSUANT TO SECTION 18-182(C) OF THE CODE OF THE CITY OF
MIAMI, FLORIDA, AS AMENDED, ATTACHED AND INCORPORATED AS EXHIBIT
"A", AND WAIVING THE REQUIREMENTS FOR SAID PROCEDURES;
AUTHORIZING THE CITY MANAGER, PURSUANT TO SECTION 29-B(C) OF THE
CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, TO EXECUTE THE
ATTACHED PURCHASE AND SALE AGREEMENT ("AGREEMENT") IN
SUBSTANTIALLY THE FORM ATTACHED AND INCORPORATED AS EXHIBIT "B,"
CONVEYING THE CITY -OWNED PROPERTY KNOWN AS THE OLYMPIA THEATER,
LOCATED AT 174 EAST FLAGLER STREET, MIAMI, FLORIDA ("PROPERTY"), AND
LEGALLY DESCRIBED IN THE AGREEMENT, BETWEEN THE CITY OF MIAMI
("CITY") AND SPORTS LEADERSHIP AND MANAGEMENT, INC., A FLORIDA NOT -
FOR -PROFIT CORPORATION ("SLAM") BY WAY OF QUITCLAIM DEED ("DEED")
WITH RESTORATION REQUIREMENTS, USE RESTRICTIONS, AND REVERTER
PROVISIONS, TO SLAM FOR THE REHABILITATION AND UTILIZATION OF THE
PROPERTY EXCLUSIVELY FOR EDUCATION AND CIVIC PURPOSES, WITH
TERMS AND CONDITIONS AS MORE PARTICULARLY DESCRIBED IN THE
AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE
AND EXECUTE ANY AND ALL DOCUMENTS, INCLUDING AMENDMENTS,
EXTENSIONS, AND MODIFICATIONS TO THE AGREEMENT AND DEED, ALL IN
FORMS ACCEPTABLE TO THE CITY ATTORNEY, AS DEEMED NECESSARY TO
CONSUMMATE THE CONVEYANCE FOR SAID PURPOSE.
WHEREAS, on July 24, 1975, the Maurice Gusman Cultural Center for the Performing
Arts, Inc., a Florida not -for -profit corporation, conveyed, via Special Warranty Deed, tq the City
of Miami ("City") the property known as the Olympia Theater, located at 174 East Flagler Street,
Miami, Florida, consisting of the theater and a contiguous ten -story building (the 'Olympia
Theater" or "Property"); and
WHEREAS, the Olympia Theater is a unique landmark building that opened in 1926 as a
silent movie palace, later serving as a theater hosting many significant acts in Miami's history,
and in 1984 was added to the National Register of Historic Places; and
WHEREAS, over the decades, the Olympia Theater has been an important part of the
City's history and one worth preserving, restoring, and returning to its original glory, but has
fallen into disrepair; and
WHEREAS, the City wishes to enter into the Purchase and Sale Agreement attached
and incorporated as Exhibit "B" ("Agreement") and transfer the Property by way of a Quitclaim
Deed in substantially the form included in the Agreement ("Deed") to Sports Leadership and
Management, Inc., a Florida Not -For -Profit Corporation ("SLAM"); and
WHEREAS, SLAM is authorized pursuant to Section 1002.33, Florida Statutes to
operate the charter school known as "Sports Leadership Arts Management Charter High
School;" and
WHEREAS, in early 2022, Miami Dade College, a public educational institution and
political subdivision of the State of Florida ("MDC") issued RFP 2022-RM-1-11 to establish a
school centered around innovation in downtown Miami, and entered into an agreement with
Mater Academy, Inc., which is affiliated with SLAM, to accomplish this goal; and
WHEREAS, since opening as a public charter school in August 2023, "Miami Tech at
Mater Innovation Academy" has been successful and would benefit from additional space to
incorporate arts and technology into its curriculum, which will be accomplished through a
cooperative between SLAM, Mater Academy, Inc., and Somerset Academy, Inc. (the
"Cooperative"); and
WHEREAS, the Cooperative hosted three (3) community meetings with stakeholders on
July 14, 16, and 17, 2025, to answer questions and receive input; and
WHEREAS, student enrollment from local neighborhoods is desired, SLAM shall provide
preferred student enrollment periods, in compliance with all federal, state, and local
requirements; and
WHEREAS, to ensure safety is optimized during renovation and operation of the
Property, SLAM shall ensure the current safety cameras located at the Property remain
operational during and after renovation; and
WHEREAS, the City and SLAM want to ensure disruption to the community is
minimized, SLAM shall provide a traffic study satisfactory to the City during permitting for
restoration and operation of the Property, which pursuant to City's zoning code, Miami21, and
City Code of Ordinances the City is the permitting authority to approve the traffic operation plan;
and
WHEREAS, SLAM also wants to ensure limited disruption to the community commie'rtial
stakeholders of the Property and made certain commitments to those business owners of the
Flagler BID; and
WHEREAS, to ensure the restoration and Tong -term preservation of the Olympia Theater
as a historic property, the City wishes to convey its interest in the Property to SLAM to restore,
manage, and operate the Property as a public education and civic facility; and
WHEREAS, SLAM shall agree to honor all events scheduled at the Property prior to the
date of the enactment of this resolution ("Events"), as well as assist in the continuity of the
Downtown Development Authority's ("Miami DDA") Miami's Permit Clinic; and
WHEREAS, the City shall retain the right to manage, oversee, and operate the
scheduled Events, including, but not limited to, collecting all rental payments which shall be
made payable to the City; and
WHEREAS, the City and SLAM understand the value of making the Olympia Theater, a
historic asset available to the public, the Theater will be activated for public use for no fewer
than one -hundred eighty (180) days a year, between SLAM, MDC, and civic programming; and
WHEREAS, upon transfer of title to the Property to SLAM, SLAM or a related entity will
make the necessary improvements to the Property to accommodate the number of students
permitted by the Property's established occupant Toad in order to provide educational programs
of the public charter school, Miami Tech at Mater Innovation Academy, which will be renamed
as the "Miami Innovation & Arts Academy" ("Academy") through the Cooperative's efforts; and
WHEREAS, the parties anticipate MDC will serve as a higher education partner of the
Cooperative by providing dual enrollment programs that enable high school students to earn
college credit at MDC, and by developing academic pathways from high school arts programs to
MDC's associate and bachelor's degree programs; and
WHEREAS, the parties further anticipate that SLAM will serve as a venue partner for
MDC's arts and culture programs, including academic ceremonies, performances, exhibitions
and events such as Miami Film Festival and Miami Book Fair, and may provide dedicated studio
spaces for MDC art and fashion students to support creative work, exhibits and hands-on
learning; and
WHEREAS, SLAM has agreed to aim for an annual minimum budget of $750,000 to
$1,000,000, towards Theater operations and cultural programming, including fundraising and in -
kind support through educational amenities; and
WHEREAS, SLAM will formulate and utilize an advisory council, or other similar
structure, that will work with Miami DDA and other local arts and culture entertainment groups to
advise on the civic/public programming to take place at the Property for a minimum of one -
hundred eighty (180) days a year; and
WHEREAS, as a condition precedent to closing, SLAM shall be required to submit to the
City for approval an executed agreement with MDC, for MDC's programming at the Property, as
further detailed in the Agreement; and
WHEREAS, pursuant to Section 29-B(c) of the City Charter, City requirements for
competitive bidding shall not apply when conveying property to implement projects of any
governmental agency or instrumentality; and
WHEREAS, Section 1002.33(1), Florida Statutes provides that all charter schools in
Florida are public schools and shall be part of the state's program of public education; and
WHEREAS, the Property is the subject of, and the City is presently a party to, pending
litigation in the matters of Robert Gusman, Bruce Gusman and Jackie Gusman Thayer as
successor trustees of the real property of Maurice Gusman Cultural Center for the Reforming
Arts, Inc., a dissolved Florida not for profit corporation, v. City of Miami, Case No. 22-23242 CA
01, pending in the Circuit Court of the Eleventh Judicial Circuit, in and for Miami -Dade County,
Florida, and Maurice Gusman Cultural Center for the Performing Arts, Inc. a dissolved Florida
not for profit corporation, v. City of Miami, Case No. 3D23-1842, pending in the District Court of
Appeal of the State of Florida, Third District (collectively, the "Cases"); and
WHEREAS, within thirty (30) days after Closing, the Plaintiffs in each of the Cases shall
have voluntarily dismissed, with prejudice, all claims asserted against the City, as further
detailed in the Agreement; and
WHEREAS, the conveyance of the Property shall be subject to the requirement that
SLAM, or a related entity, shall make all necessary interior and exterior repairs to the Property
in order to bring it into recertification compliance and historic preservation standards as set forth
under all applicable laws, including the Code of the City of Miami, Florida, as amended, ("City
Code"), which is estimated at fifty million dollars ($50,000,000.00), within five (5) years of permit
issuance, which time period may be extended by the City Manager, with such repairs including:
(i) interior work that shall include, but not be limited to: a) reconstruction of previously
demolished dressing rooms and crew rooms; b) reconstruction of decorative paint and plaster
repairs in those areas on the theater that have been damaged by water intrusion; c) interior
structural repairs; d) mechanical systems retrofit including new chiller and cooling tower; and e)
electrical, fire alarm, and fire protection repairs; and (ii) exterior work that shall include, but not
be limited to: a) roof replacement; b) window replacement; c) entrance doors replacement; d)
restoration of all ornamental iron railings; d) replication and restoration of all fa9ade ornamental
terracotta tile, brick, and stucco; e) restoration of the Flagler Street marquee; and f) restoration
of the ticket booth (collectively, the "Restoration Requirements"); and
WHEREAS, the conveyance of the Property shall also be subject to the requirement that
the Property be used for public education and civic purposes, as further detailed in the
Agreement and Deed (collectively with the Restoration Requirements, the "Restrictions"); and
WHEREAS, if the Property is not restored, or is no longer used for public education and
civic purposes, each in accordance with the Restrictions, the Property shall revert to the City
("Reverter"), as further detailed in the Agreement and Deed; and
WHEREAS, the Property will be conveyed on an "as -is, where -is" basis, without express
or implied representations or warranties, including but not limited to those relating to the
Property's condition or sufficiency of title; and
WHEREAS, the City Manager recommends that the City remise, release, and quitclaim
the Property to SLAM, subject to the Restrictions and Reverter, pursuant to Section 29-B(c) of
the Charter of the City of Miami, Florida, as amended ("City Charter"), for the purpose of
providing public education programs with a focus on innovation and the arts; and
WHEREAS, the City Manager hereby finds that the proposed conveyance of the
Property and a waiver of the restrictions contained in Section 18-182(a) of the City Code is in
the best interest of the City;
NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE QITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as if fully set forth in this Section.
Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing,
the City Manager's findings pursuant to Section 18-182(c) of the Code of the City of Miami,
Florida, as amended, are ratified, approved, and confirmed, and the City Commission hereby
waives the requirements for said procedures.
Section 3. The City Manager is authorized,', pursuant to Section 29-B(c) of the City
Charter, to execute the Agreement and Deed in a form acceptable to the City Attorney, to
convey the Property, with the Restrictions and Reverter, to SLAM.
Section 4. The City Manager is further authorized' to execute any and all necessary
documents, including amendments, extensions, and modifications to the Agreement and Deed,
all in forms acceptable to the City Attorney, as deemed necessary to consummate the
conveyance for said purpose.
' 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.
Section 5. This Resolution shall become effective immediately upon its adoption and
signature of the Mayor. 2
APPROVED AS TO FORM AND CORRECTNESS:
Wy j ng III, C y or y 9/16/2025
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.
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into
this day of , 2025, ("Effective Date") by and between the
City of Miami, a municipal corporation of the State of Florida, with offices at 444 SW 2 Avenue,
Miami, Florida 33130 (the "Seller" or "City"), and Sports Leadership and Management, Inc., a
Florida Not -For -Profit Corporation, whose principal address is 604 Northwest 12 Avenue, Miami,
Florida 33135 (the "Purchaser"). (The Seller and the Purchaser are hereinafter jointly referred to
as the "Parties" and individually may be referred to as a "Party").
Recitals
A. The Seller agrees to convey to the Purchaser, by quitclaim deed, the property known
as the Olympia Theater and Tower, as legally described in Section 1 of this Agreement (the
"Property").
B. The City has authorized the City Manager to enter into this Agreement and
quitclaim the Property pursuant to Resolution No. R-25- , a copy of which is attached and
incorporated herein as composite Exhibit A ("Resolution"), adopted by the Miami City
Commission on , 2025 in accordance with Section 29-B(c) of the Charter of the City
of Miami, Florida, as amended, for the purposes described in such Resolution (the "Project"), and
subject to the restrictions and requirements specified in the Resolution and further detailed in this
Agreement.
C. The Purchaser desires to acquire the Property from the Seller in accordance with
the terms and conditions set forth in this Agreement.
Agreement
NOW, THEREFORE, the above recitals are incorporated as if set forth in full herein'and
the Parties hereto hereby agree that the Seller shall transfer and the Purchaser shall accept the
following property, hereinafter referred to as the "Property," upon the following terms and
conditions:
1. THE PROPERTY
Address: 174 East Flagler Street, Miami, Florida 33142
Folio Number: 01-0112-010-1010
Legal Description:
LOT 1, LOT 2 LESS THE WEST 2 INCHES OF THE NORTH 65.00
FEET, THE SOUTH 55.00 FEET OF LOT 3, THE NORTH 45.00 FEET
OF LOTS 18, 19 AND 20, BLOCK 121 NORTH, CITY OF MIAMI,
ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT
1
BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA.
2. PURCHASE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept for the Property the sum of Ten
and 00/100 Dollars ($10.00) (the "Purchase Price"). At Closing, the Purchase Price (increased or
decreased by adjustments, credits, prorations, and expenses as set forth in the provisions of this
Agreement) shall be paid by the Purchaser to the Seller in the form of cashier's check, certified
check, official bank check, or wire transfer.
3. INSPECTIONS AND ENVIRONMENTAL MATTERS
A. Definitions.
For purposes of this Agreement, 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.); (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) is 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 cities, or any other
political subdivision, agency or instrumentality exercising jurisdiction over Seller or 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).
Disclaimer.
The Property is being sold in "AS IS" condition. Purchaser acknowledges and
agrees that Seller has not made, does not make, and specifically negates and
disclaims any representations, warranties, promises, covenants, agreements or
guaranties of any kind or character whatsoever, whether express or implied, oral or
written, (past, present, or future) of, as to, concerning or with respect to the
2
condition of the Property, including, but not limited to: (a) the value, nature, quality
or condition of the Property or any of its improvements, including, without
limitation, the water, minerals, soil and geology, (b) the compliance of or by the
Property or its operation with any Environmental Requirements, (c) any
representations regarding compliance with any environmental protection, pollution
or land use, zoning or development of regional impact laws, rules, regulations,
orders or requirements, including the existence in or on the Property of Hazardous
Materials.
(ii) Purchaser further acknowledges and agrees that it is being given the opportunity to
inspect the Property and that Purchaser is not relying upon any documents or
representations made by or on behalf of Seller, but that Purchaser is responsible to
conduct its own investigation(s) of the Property. Purchaser further acknowledges
and agrees that any information provided or to be provided by Seller with respect
to the Property was obtained from a variety of sources, and that Seller has not made
an independent investigation or verification of such information and makes no
representations as to the accuracy or completeness of such information. Seller is
not liable or bound in any regard by any verbal or written statements,
representations or information pertaining to the Property, or the operation thereof,
furnished by any agent, employee, servant or other person.
(iii) The Purchaser understands it must take property with the necessity to complete the
40-year certification required pursuant to State and local requirements. Seller
commits to processing and issuing permits for the storefronts and interior work
while the exterior work and the work related to the 40-year recertification is
underway. This Section 3(B)(iii) shall survive Termination of this Agreement.
C. Environmental Inspection.
Seller shall provide Purchaser with any/all agreements, contracts, information, record§,
reports, and other items in Seller's possession or control related to the environmental condition of
the Property within thirty (30) days from the Effective Date of this Agreement. Purchaser, its
employees, agents, consultants and contractors shall have a period of ninety (90) .days from the
Effective Date of this Agreement (the "Environmental Inspection Period") in which to undertake,
at Purchaser's sole cost and expense, such physical inspections and other investigations of and
concerning the Property pertaining to environmental matters, including surveys, soil borings,
percolation, engineering studies ("Engineering Studies"), environmental tests and studies and
other tests as Purchaser considers necessary for Purchaser and its consultants to review and
evaluate the physical characteristics of the Property (the "Environmental Inspection") after giving
the Seller reasonable notice of twenty-four (24) hours prior to each test performed. Purchaser's
inspection of the improvements shall include testing for asbestos, as part of Purchaser's
construction plans for the improvements after closing. Engineering Studies shall include but shall
not be limited to required engineering reports, as applicable, which cost shall be borne solely by
Purchaser.
The Seller may, extend the Environmental Inspection Period for an additional twenty-five
3
(25) days, if based upon the results of the testing, additional testing is warranted or recommended.
For the purpose of conducting the Environmental Inspection, Seller hereby grants to Purchaser and
its consultants and agents, full right of entry upon the Property during the Environmental
Inspection Period through the Closing Date, subject to prior written notice and coordination with
Seller, as set forth herein. The right of access herein granted shall be exercised 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 the Property or any improvements thereon, or
interruption of the use of the Property by the Seller, its employees, officers, agents and tenants.
D. Inspection Insurance, Indemnity, and Releases.
Purchaser agrees to adhere to and comply at all times with the insurance requirements as
more particularly set forth in the attached and incorporated composite Exhibit B ("Insurance
Requirements"). Prior to Purchaser entering upon the Property for purposes of commencement of
the Environmental Inspection, Purchaser shall furnish to Seller the policy or policies of insurance
and/or certificates of insurance in accordance with the Insurance Requirements to be approved by
the City of Miami's Risk Management Department, protecting the Seller, during the course of such
testing, against all claims for personal injury and property damage arising out of or related to the
activities undertaken by the Purchaser, its agents, employees, consultants and contractors, and/or
anyone directly or indirectly employed by any of them and/or anyone for whose acts they may be
liable, upon the Property or in connection with the Environmental Inspection.
Notwithstanding anything contained in this Agreement to the contrary, as consideration for
the Purchase Price for the Property, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and for the Seller granting a right of entry, the
Purchaser hereby specifically agrees to: (i) immediately pay or cause to be removed any liens or
encumbrances 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 or the access granted herein; (ii)
immediately repair and restore the Property to its condition existing immediately prior to the
Environmental Inspection Period; and (iii) indemnify, defend and hold harmless Seller, its
employees, officers and agents, from and against all claims, damages and losses incurred as a result
of the actions taken by the Purchaser, its employees, agents, representatives and contractors, and
anyone directly or indirectly employed by any of them or anyone for whose acts they may be I i ab le.
Purchaser hereby voluntarily, intentionally and knowingly waives any and all claims
against the Seller for personal injury or property damage sustained by the Purchaser, it_employees,
agents, contractors, and consultants arising out of or related to the activities undertaken by the
Purchaser, its agents, employees, consultants and contractors upon the Property or in connection
with the Environmental Inspection and releases the Seller and its employees, officers and agents
from any claims in connection therewith. Nothing herein shall be deemed to waive Section 768.28,
F.S.S.
Without limitation of Purchaser's obligations herein, Purchaser shall also require its
contractors to comply with all insurance requirements, indemnity provisions, and releases imposed
upon Purchaser pursuant to this Agreement.
4
The provisions of this section shall survive the Closing or earlier termination of this
Agreement.
E. Remedies/Right of Termination.
If Purchaser discovers, during the Environmental Inspection Period, the presence of
Hazardous Materials on the Property in levels or concentrations which exceed the standards set
forth by the Miami Dade County Department of Environmental Resources Management
("DERM"), the State of Florida Department of Environmental Protection, the United States
Environmental Protection Agency, or the Environmental Requirements, as defined herein, by
any other federal, state or local regulatory body with jurisdiction for environmental matters prior
to the end of the Environmental Inspection Period, Purchaser shall notify Seller in writing and
deliver to Seller copies of all written reports concerning such Hazardous Materials (the
"Environmental Notice"). The Purchaser and Seller shall have ten (10) business days from the
date the Seller receives the Environmental Notice to negotiate a mutually agreeable remediation
protocol, which remediation shall be at Purchaser's sole cost and expense. In the event the
Purchaser and Seller are unable to reach agreement with respect to the remediation protocol within
the ten (10) business day period provided herein, the Parties shall each independently have the
option within five (5) business days of the expiration of the ten (10) business day period to cancel
this Agreement by written notice to the other Party whereupon (i) all property data and all studies,
analysis, reports and plans respecting the Property delivered by Seller to Purchaser or prepared
by or on behalf of the Purchaser shall be delivered by Purchaser to the Seller; and then (ii) except
as otherwise provided in this Agreement, the Parties shall thereupon be relieved of any and all
further responsibility hereunder and neither Party shall have any further obligation on behalf of
the other.
F. Waiver and Release.
In the event that Purchaser does not elect to cancel 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. Purchaser on behalf
of itself and its successors and assigns voluntarily, knowingly, and intentionally waives, releases,
acquits, and forever discharges Seller, its heirs, and the successors and assigns of any of the
preceding, of and from any and all claims, actions, causes of action, demands, rights, damages,
costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or
unforeseen, which Purchaser or any of its successors or assigns now has or which may arise in the
future on account of or in any way related to or in connection with any past, present, or future
physical characteristic or condition of the Property including, without limitation, any Hazardous
Materials in, at, on, under or related to the Property, or any violation or potential violation or any
Environmental Requirement applicable thereto. In addition, Purchaser thereafter specifically
waives all current and future claims and causes of action against Seller arising under CERCLA,
RCRA, Chapters 376 and 402, Florida Statutes, and any other federal or state law or county
regulation relating to Hazardous Materials in, on, or under the Property. Notwithstanding anything
to the contrary set forth herein, this release shall survive the Closing or earlier termination of this
Agreement.
5
4. TITLE EVIDENCE
Notwithstanding any language contained herein to the contrary, Purchaser acknowledges
that the Seller is remising, releasing and quitclaiming the Property unto the Purchaser and makes
no representations whatsoever as to title.
Purchaser, at its sole cost and expense, shall be responsible for obtaining all title
documents, including but not limited to title policy or policies, title commitments, abstract of title,
or other evidence of title, which Purchaser requires in order to ascertain the status of title.
Purchaser agrees to forward a copy of the aforementioned title documents to Seller immediately
upon Purchaser's receipt thereof. Purchaser may, at its sole cost, elect to obtain (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, together with all corresponding title documents, (ii) a survey of the
Property showing the Property to be free of encroachments or conditions that would affect its
proposed use of the Property; and (iii) a municipal lien search of the Property showing the Property
to be free of liens, code violations, unpaid assessments, and delinquent utility accounts or other
conditions deemed adverse by Purchaser.
In the event the Purchaser upon examination of title, survey, and/or lien search, which shall
be completed within sixty (60) days of the Effective Date of this Agreement, identifies any liens,
encumbrances, exceptions, objections, violations, open or expired permits, or other defects or any
other condition which Purchaser determines renders the title unmarketable, in accordance with the
standards of the Florida Bar, or otherwise has an adverse effect on the Property and/or Purchaser's
intended use of the Property, ("Title Defect"), then Purchaser shall notify Seller of such Title
Defect ("Purchaser's Title Objection Notice") and shall allow the Seller thirty (30) calendar days
from the date of Seller's receipt of Purchaser's Title Objections Notice within which to use
reasonable diligence to cure the Title Defect. No later than ten (10) business days following
Seller's receipt of the Purchaser's Title Objection Notice, Seller shall provide notice to Purchaser
of which Title Defects, if any, Seller is willing to cure. Notwithstanding the foregoing, Seller shall
deliver title to Purchaser free and clear of any and all code violations and open or expired permits,
subject only to the following exceptions: (i) general or special taxes and assessments required to
be paid for the year of closing, and subsequent years, which are not yet due and payable; (ii)
reservation for oil, gas, and other minerals by virtue of F.S. 270.11 on Deed from Seller to
Purchaser, and (iii) the following matters of record: (a) Resolution No. R-975A recorded in
Official Records Book 17897, Page 1963, of the Public Records of Miami -Dade County, Florida;
(b) Resolution No. 2017-20 recorded in Official Records Book 30729, Page 2526, of the Public
Records of Miami -Dade County, Florida; and (c) Agreement for Water and Sanitary., Sewer
Facilities between Miami -Dade County and City of Miami recorded in Official Records Book
32246, Page 3074, of the Public Records of Miami -Dade County, Florida (collectively, the
"Permitted Exceptions"). Furthermore, Seller shall use good faith efforts to cure any other Title
Defects, provided however, Seller shall not be required to bring any action or to incur any expense
to cure any Title Defect or objection. In no event shall Seller's failure to cure any Title Defect
result in a default of this Agreement by Seller.
6
If Seller fails to cure any Title Defect within the time period set forth above, Purchaser
may: (i) elect to waive, in writing, the Title Defect and accept the Property subject to such Title
Defect; (ii) elect to cure the Title Defect itself, (iii) grant Seller additional time to cure the Title
Defect, which may include an extension of the Closing Date to allow Seller to deliver title to the
Property free and clear of said Title Defect or (iv) terminate this Agreement, upon such
termination, this Agreement shall be null and void and the Parties shall be relieved of all further
obligation and liability, and neither Party shall have any further claims against the other, except
those obligations and conditions, which by the terms of this Agreement, shall survive the
termination hereof. In such event, the Purchaser shall notify the Seller in writing of the cancellation
of this Agreement, whereupon all abstracts of title, property data, and all studies, analysis, reports
and plans respecting the Property delivered by the Seller to the Purchaser or prepared by or on
behalf of the Purchaser shall be delivered by the Purchaser to the Seller.
In the event that the Purchaser does not elect to cancel this Agreement as permitted hereby,
the Purchaser acknowledges and agrees that the sale of the Property as provided for herein shall
be made on an "AS IS" condition and basis without any representations and warranties of title or
otherwise made by Seller.
5. DISCLAIMER OF WARRANTIES AS TO PROPERTY.
The Purchaser acknowledges and agrees that the Purchaser is purchasing the Property in
an "AS IS" condition without any warranties, representations or guaranties, either express or
implied, of any kind, nature, or type whatsoever from or on behalf of the Seller. Without in any
way limiting the generality of the immediately preceding sentence, and in addition to the specific
disclaimers set forth in this Agreement with respect to Environmental Matters, the Purchaser and
the Seller further acknowledge and agree that in entering into this Agreement and purchasing the
Property:
A. Purchaser acknowledges that Seller has not made, will not make and does not make
any warranties or representations, whether express or implied, with respect to the Property
or any of the improvements located thereon, including without limitation its title, cpnd r'on,
value, profitability, or marketability;
B. Purchaser acknowledges that Seller has not made, does not make, and will, not make
any warranties, whether express or implied, of merchantability, habitability or fitness for a
particular use or suitability of the Property or any of the improvements located theteon,
including without limitation for any and all activities and uses which Purchaser may
conduct thereon;
C. Purchaser acknowledges that Seller has not made, will not make, and does not make
any representations, whether express or implied, with respect to compliance with any land
use, zoning or development of regional impact laws, developer impact fees or assessments,
rules, regulations, orders or requirements;
D. Purchaser acknowledges that Purchaser has made and/or shall be given an adequate
opportunity to make such legal, factual and other inquiries and investigations as Purchaser
7
deems necessary, desirable or appropriate with respect to the Property, the value or
marketability thereof and of the appurtenances thereto. Such inquiries and investigations
of Purchaser shall be deemed to include, but shall not be limited to, the condition of all
portions of the Property and such state of facts as an accurate abstract of title would show;
E. Purchaser acknowledges that Purchaser has not relied, and is not relying, upon any
information, document, projection, proforma, statement, representation, guaranty or
warranty (whether express or implied, or oral or written or material or immaterial) that may
have been given by or made by or on behalf of Seller;
F. The Purchaser acknowledges that, as to any personal property, fixtures or
equipment on the Property, the Seller has not made, will not make and does not make, any
warranties or representations of any kind, whether express or implied, and specifically
disclaims the same. As to the conveyance of personal property, fixtures or equipment, if
any, the same shall be conveyed to Seller on an "AS IS" condition and basis with all faults;
G. The provisions of this Section 5 shall survive the Closing or termination of this
Agreement.
6. RESTRICTIONS, EASEMENTS AND LIMITATIONS
The Purchaser further agrees it shall take title subject to: zoning, restrictions, prohibitions,
and other requirements imposed by governmental authority; restrictions and matters appearing on
the public records, including, but not limited to, deed restrictions and reversionary interests, and
all recorded easements and any matters that would be disclosed on a survey of the Property.
7. CONDITIONS PRECEDENT
Seller and Purchaser's obligation to close on the transfer of the Property contemplated
herein shall be subject to the completion of the following conditions precedent on or before thirty
(30) days prior to Closing:
A. The Property is the subject of, and the City is presently a party to, pending litigation
in the matters of Robert Gusman, Bruce Gusman and Jackie Gusman Thayer as
successor trustees of the real property of Maurice Gusman Cultural Center fs21 the
Performing Arts, Inc., a dissolved Florida not for profit corporation, v. City of
Miami, Case No. 22-23242 CA 01, pending in the Circuit Court of the Eleventh
Judicial Circuit, in and for Miami -Dade County, Florida, and Maurice Gusman
Cultural Center for the Performing Arts, Inc. a dissolved Florida not for profit
corporation, v. City of Miami, Case No. 3D23-1842, pending in the District Court
of Appeal of the State of Florida, Third District (collectively, the "Cases").
Plaintiffs and SLAM shall reach an agreement that will result in the dismissal of
the Cases prior to Closing, and Plaintiffs shall prepare and provide notice(s) of
voluntary dismissal with prejudice, in the Cases, to be held in escrow prior to
Closing. Plaintiffs shall file the notices of voluntary dismissal with prejudice within
8
thirty (30) days of Closing. Should Plaintiffs fail to do so, the City may proceed to
file the notices held in escrow.
B.
Purchaser shall provide to the Seller proof of financial ability or submit to the Seller the
Purchaser's lender commitment from a financial institution as evidence that it is ready to
commence and complete restoration of the Property in the manner required by the Resolution, this
Agreement and the Deed, as hereinafter defined, including without limitation, in compliance with
the Restoration Requirements as defined in the Deed.
C. Purchaser shall provide the Seller, for its approval, which shall not be unreasonably
withheld, a fully executed agreement between Purchaser and Miami -Dade College
("MDC") outlining a partnership for educational programming and cultural
activation of the Property (the "Programming Agreement") and providing for notice
to the City in the event Purchaser defaults pursuant to Programming Agreement.
Seller's approval of the Programming Agreement shall not serve to waive or reduce
any of Purchaser's obligations as set forth in the Resolution, this Agreement, or the
Deed.
D. From and after the Effective Date, there shall have been no material adverse change
in the physical or environmental condition of the Property.
Subject to payment by the Purchaser with respect thereto, issuance of an owner's policy
of title insurance in the amount of the market value of the Property, insuring that clean and
marketable title vests in Purchaser.
If the foregoing conditions precedent are not satisfied on or thirty (30) days prior to the
scheduled Closing Date, then either Party may, at its option: (i) waive, in writing, the unsatisfied
condition precedent and continue to Closing, (ii) extend the Closing no more than two (2) times,
for a period not to exceed sixty (60) days for each such extension (each such extension of Closing
shall be elected by written notice given to the other Party no later than 5:00 p.m. EST on the date
which is prior to the then scheduled Closing Date, or (iii) terminate this Agreement upon written
notice to the other Party. Upon such written notice, this Agreement shall terminate and be of no
further force and effect, and the Parties hereto shall be relieved of all further obligations under this
Agreement, except for any terms and conditions which are to survive termination or cancellation
of this Agreement. Failure of a condition precedent shall not be considered a breach of this
Agreement by either party, if waived or modified in writing.
8. DEED RESTRICTIONS
The Seller shall convey title to the Property by quitclaim deed, in the form and subject to
the restrictions and reverter provisions as more particularly described within the attached and
incorporated Exhibit C (the "Deed"), in accordance with applicable requirements of the
Resolution, this Agreement, and all applicable laws, including without limitation the City Charter
and City Code of Ordinances.
9. PRE -SCHEDULED EVENTS & EQUIPMENT
9
During the term of this Agreement, Seller shall retain all rights to use and operate the
Property in the ordinary course, including the continued management and operation of the historic
theater for events. In the event Seller schedules events that are anticipated to occur after the Closing
Date, and such events are confirmed in writing between Seller and any third parties (the "Pre -
Scheduled Events"), Purchaser shall permit Seller to manage and operate such Pre -Scheduled
Events (as listed in Exhibit D) following the Closing.
10. CLOSING DATE
Closing shall take place no later than , at a mutually agreeable time (the
"Closing" or "Closing Date") . The Closing shall take place via courier with the original documents
and funds being delivered at the office of Purchaser's Attorney or Purchaser's closing agent or
such other location as may be agreed to by the parties. Seller may deliver the Seller's Documents
to the Purchaser's Attorney or Purchaser's closing agent prior to Closing, with escrow instructions
for the release of the Seller's Documents. The Parties may, subject to mutual agreement, establish
an earlier date and alternative location for Closing. Purchaser may extend the Closing Date by a
maximum of ninety (90) days with prior written notice provided to the Seller.
11. CLOSING DOCUMENTS
A. At Closing, Seller shall execute and/or deliver to Purchaser the followini:
(1) The Deed;
(2) A Closing Statement;
(3) A Bill of Sale for all personal property and fixtures to be conveyed with the
Property, if any.
(4) Non -Foreign Affidavit, as applicable;
(5) Such documents as are necessary to authorize the conveyance of the
Property by quitclaim deed and any other documents reasonably necessary
or advisable to consummate the transaction contemplated hereby; and
(6) Seller's title affidavit, in form and substance, satisfactory to the title
company.
B. At Closing, Purchaser shall execute and/or deliver to Seller the following:
(1)
(2)
(3)
(4)
A Closing Statement;
The balance of the Purchase Price as provided for in Section 2 hereof;
Any documents and/or information, including financial information and
proof of construction financing, requested by the Seller; and
Such documents as are necessary to authorize the conveyance of the
Property by quitclaim deed and any other documents reasonably necessary
or advisable to consummate the transaction contemplated hereby.
12. CLOSING COSTS AND ADJUSTMENTS
10
At Closing, the following items shall be borne, adjusted, prorated and/or assumed by and
between Seller and Purchaser as follows:
A. Adjustments and Prorations
(1) Real Estate Taxes: Purchaser shall be responsible for any pro -rated taxes
subsequent to the Closing Date.
(2) Certified/Pending Liens: Certified, confirmed, and ratified governmental
liens, and all pending liens, as of the Closing Date shall be paid/assumed by
Seller.
(3) Other Taxes, Expenses, Interest, Etc.: Taxes, assessments, water and sewer
charges, waste fee and fire protection charges, if applicable, due and owing
at the time of closing, shall be paid by the Seller.
(4) Usual and Customary: Such other items that are usually and customarily
pro -rated between purchasers and sellers of properties in Miami -Dade
County as of the Closing Date shall be paid by the Purchaser.
B. Closing Costs
(1) Each Party shall be responsible for its own attorney's fees incurred in
connection with the Closing.
(2) Purchaser shall pay all other Closing and recording costs incurred in
connection with the sale and purchase of the Property described in this
Agreement, including, but not limited to:
(i) all inspection and environmental testing costs;
(ii) documentary stamps and surtax on the deed;
(iii) all recording charges, filing fees payable in connection with the
transfer of the Property hereunder;
(iv) any Project fees, including, but not limited to, signage fees,
advertising costs and fees for Property security.
13. DEFAULT
A. If this transaction does not close as a result of default by Seller, Purchaser as and
for its sole and exclusive remedies shall be entitled to: (i) elect to terminate this
Agreement; or (ii) elect to waive, in writing, any such conditions or defaults and to
consummate the transactions contemplated by this Agreement in the same manner
as if there had been no conditions or defaults and without any further claim against
Seller. Notwithstanding anything contained herein to the contrary, in no event shall
Seller be liable to Purchaser for any actual, punitive, incidental, speculative or
consequential damages, costs or fees of any nature whatsoever. The limitation on
Seller's liability set forth herein shall survive Closing and/or termination.
B. Neither Party shall be entitled to exercise any remedy for a default by the other
Party until (i) such Party has delivered to the other written 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
11
pursued remedy of the default. Upon such failure of either Party to close, after the
expiration of the above referenced notice and cure period, this Agreement shall
automatically and immediately terminate.
C. In the event of any dispute arising out of or relating to this Agreement, the Parties
agree to first attempt to resolve the dispute through non -binding mediation. The
mediation shall be conducted by a mutually agreed -upon mediator, and the Parties
shall share the costs of the mediation equally. The mediation shall take place in a
location convenient to both parties, and each party shall participate in good faith
with the intention of reaching a mutually acceptable resolution.
14. RISK OF LOSS
Seller shall promptly notify Purchaser, in writing, if all or any material portion of the
Property is taken by eminent domain, or Seller receives written notice of proceedings in eminent
domain affecting the Property or access thereto that are contemplated, threatened, or instituted by
anybody having the power of eminent domain. In the event that the Property or any portion thereof
is taken by eminent domain prior to Closing, Purchaser shall have the option, to be exercised by
written notice to Seller within ten (10) days after Purchaser receives notice of the eminent domain,
of either: (i) canceling this Agreement, whereupon both Parties shall be relieved of all further
obligations under this Agreement; or (ii) proceed with Closing, and Purchaser shall be entitled to
all settlements, if any, with respect to the Property.
Seller shall promptly notify Purchaser, in writing, of the occurrence of any damage or
destruction of all or any portion of the Property. In the event that the Property or any portion
thereof is damaged or destroyed by fire or other casualty prior to Closing, Purchaser shall have the
option, to be exercised by written notice to Seller within ten (10) days after Purchaser receives
notice of the casualty, of either: (i) canceling this Agreement, whereupon both Parties shall be
relieved of all further obligations under this Agreement, or (ii) proceed with Closing, and
Purchaser shall be entitled to all insurance proceeds, if any, with respect to the Property. If
necessary the Closing shall be postponed until such time as Purchaser's ten (10) day period to
select whether to cancel this Agreement or proceed to Closing has expired.
15. RELEASE AND INDEMNIFICATION
In consideration of the Purchaser's purchase of the Property, and subject to the limits in
Section 768.28, F.S.S., Purchaser and anyone claiming by, through or under Purchaser hereby fully
and irrevocably releases Seller, its employees, officers, directors, representatives, agents,
successors and assigns (collectively the "Seller Indemnitees") from any and all claims that it may
now have or hereafter acquire against the Seller for any cost, loss, liability, damage, expense,
demand, action or cause of action arising from or related to any defects, errors, omissions or other
conditions, including, but not limited to, environmental matters, title to the Property, condition of
the Property, or personal injury or property damage arising from the use or occupancy of the
Property by Purchaser, its employees, officers, directors, representatives, agents, invitees,
successors, and/or assigns.
12
In consideration of the Seller's conveyance of the Property, and subject to the limits in
Section 768.28, F.S.S., Seller and anyone claiming by, through or under Seller hereby fully and
irrevocably releases Purchaser, its employees, officers, directors, representatives, agents,
successors, and assigns (collectively the "Purchaser Indemnitees") from any and all claims that it
may have or hereafter acquire against the Purchaser for any cost, loss, liability, damage, expense,
demand, action, or cause of action arising from or related to any defects, errors, omissions, or other
conditions, including, but not limited to, environmental matters, title to the Property, condition of
the Property, or personal injury, or property damage arising from the use or occupancy of the
Property by Seller, its employees, officers, directors, representatives, agents, invitees, successors,
and/or assigns .
In consideration of the Purchaser's purchase of the Property, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by both the Parties,
and subject to the limits in Section 768.28, F.S.S., the Purchaser, and its heirs, agents,
representatives, successors and assigns do hereby agree to indemnify, hold and save harmless and
defend the Seller Indemnitees from any claim, demand or liability: (i) for commissions made on
behalf of any broker claiming through Purchaser, alleged statutory or regulatory violations first
occurring, irrespective of the date of identification, following the date of Closing, or a breach of
this Agreement by Purchaser; (ii) arising from Purchaser's investigations of the Property; and (iii)
asserted by any tenant in the Property (but solely as to matters first arising, as to cause, irrespective
of the date of notice, after the date of Closing, and excluding from such indemnity obligation, any
such matters related to a tenancy by the city or a related entity), or other persons or entities (but
solely as to matters first occurring, as to cause, irrespective of the date of identification, following
the date of Closing, and excluding any such claim, demand, liability, statutory or regulatory
violation, or litigation, inclusive of court costs, related to the use or promise of use of the Property
for the events described in Exhibit D). This indemnification shall survive cancellation or Closing,
for a period of one year.
In consideration of the Seller's conveyance of the Property, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, and
subject to the limits in Section 768.28, F.S.S., the Seller, and its heirs, agents, representatives,
successors, and assigns do hereby agree to indemnify, hold and save harmless and defend the
Purchaser Indemnitees from any and all claim, demand, or liability for commissions, alleged
statutory or regulatory violations, breach of contract, or any other claim, demand, or litigation
arising from and relating to this Agreement, inclusive of court costs, principal, and interest made
on behalf of any broker, tenant(s), third party beneficiary(ies), or other persons or entities. .
16. 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.
17. ENTIRE AGREEMENT
13
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 Seller, and by the Purchaser. The recitals set forth in this Agreement are, by this reference,
incorporated into and deemed a part of this Agreement.
18. TIME 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. Time periods of five (5) days or less shall not include Saturday, Sunday or legal
holidays.
19. TERMINATION
In addition to the termination provisions set forth in Sections 3(E), 4, and 7, in the event
either Party fails to comply with any material other terms of this Agreement by Closing, then,
following the satisfaction of the notice and cure period requirements set forth in Section 13 herein,
this Agreement may be terminated by either Party upon written notice to the other Party. Should
the Purchaser fail to comply with any material terms of this Agreement by Closing, Seller shall
provide Purchaser with written notice of said failure and with thirty (30) days to cure. Should
Purchaser fail to cure within the thirty (30) days period, the Seller, at its sole option, may terminate
the Agreement.
Notwithstanding any provision of this Agreement to the contrary, the either Party shall
have the option to terminate this Agreement for any reason not otherwise provided for in this
Agreement, with thirty (30) days prior written notice to the other Party. In the event, the
termination is by the Seller, Purchaser shall thereupon be relieved of any and all further
responsibility hereunder and the Seller shall reimburse Purchaser for all expenses incurred in
preparation for entering into this Agreement (including, but not limited to, all professional fees,
costs, and expenses) and in performing investigations as to the condition and feasibility of the
Property for the permitted use. Neither Party shall have further obligation on behalf of the other,
except for all such obligations that may survive termination.
In the event of termination, this Agreement shall be null and void and the Parties shall be
relieved of all further obligation and liability, and neither Party shall have any further claims
against the other, except as to Purchaser's liability, if any, arising out of any obligations surviving
Closing or termination.
20. DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between Purchaser and
Seller, and between Purchaser and any governmental authorities having jurisdiction over
environmental matters, is to be an important component of the Purchaser's Environmental
14
Inspection Period and title examination. Accordingly, to facilitate such communication, the
Purchaser and Seller have appointed the following persons on their respective behalf to be their
environmental and title representatives, to wit:
On behalf of Seller:
City of Miami
Department of Real Estate
and Asset Management
Attn: Department Director
14 NE 1st Avenue, Second Floor
Miami, FL 33132
21. NOTICES
On behalf of Purchaser:
Sports Leadership and Management, Inc.
Attn: Miriam Soler Ramos/Rolando Llanes
Holland & Knight LLP
701 Brickell Avenue, #3300
Miami, FL 33131
Telephone No: 305-789-7530/305-593-9959
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: 1) electronic mail, 2) personal
service, or 3) certified mail, or 4) any nationally recognized overnight mail service, such as Fed
Ex, addressed to Seller and Purchaser at the address indicated herein. Such notice shall be deemed
given on the day on which personally served on or electronically mailed, so long as it is a business
day, but if by certified mail, on the fifth day after being posted, or on the date of actual receipt,
whichever is earlier, or the date of actual receipt if delivered by overnight mail:
On behalf of Seller:
Arthur Noriega V
City Manager
City of Miami
444 SW 2 Avenue, loth Floor
Miami, FL 33130
anoriega@miamigov.com
Copies To:
City of Miami
Department Director
Department of Real Estate &
Asset Management
14 NE 1st Avenue, Second Floor
Miami, FL 33132
afrey@miamigov.com
George K. Wysong III
City Attorney
444 SW 2 Avenue, Suite 945
15
On behalf of Purchaser:
Sports Leadership and Management, Inc.
Attn: Millie Sanchez
542 NW 12 Avenue
Miami, FL 33136
msanchez@slamfoundation.org
Copies To:
Hugo Arza. Esq.
Holland & Knight LLP
701 Brickell Avenue, #3300
Miami, FL 33130
Hugo.Arza@hklaw.com
Miami, FL 33130
law(aimiamigov.com
22. 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.
23. 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 the same valid or shall be
excised from this Agreement as the 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.
24. BINDING EFFECT; ASSIGNMENT
This Agreement shall bind and inure to the benefit of the Parties and their successors in
interest. Purchaser may not assign or pledge this Agreement, or convey any interest hereii, without
the prior written consent of the City Commission.
25. GOVERNING LAW; ATTORNEY'S FEES AND COSTS
This Agreement shall be governed according to the laws of the State of Florida. In the event
of any form of litigation or adverse proceedings between the Parties arises out of the terms of this
Agreement, each Party shall be responsible for its own legal costs, which include but are not
limited to, attorneys' fees, paralegal fees and all costs incurred in connection with sqch litigation.
arbitration, mediation, or other dispute resolution procedure and through all appellate levels.
26. WAIVER OF TRIAL BY JURY; VENUE
The Parties hereby knowingly, voluntarily, intentionally, and irrevocably waive any right
they may have to a trial by jury 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 in connection with the transactions contemplated hereby. This provision is a
material inducement for the Purchaser and the Seller entering into this Agreement. The venue in
any litigation shall be in Miami -Dade County, Florida.
27. MISCELLANEOUS
Purchaser shall comply with all applicable laws, including but not limited to the Code of
the City of Miami, Florida, Sections 18-176 through 18-187, as amended, which includes without
limitation that all costs involved in the sale of the Property shall be the responsibility of the
16
Purchaser and all funds due Seller under this Agreement shall be paid by the Purchaser by cashier's
check or certified check or wire transfer at Closing.
If either Party shall be unable to timely perform any of its obligations under this Agreement
as a result of a Force Majeure event (as hereinafter defined), such Party shall not be liable for loss
or damage for such failure and the other Party shall not be released from any of its obligations
under this Agreement. If either Party is delayed or prevented from performing any of its obligations
as a result of a Force Majeure event, the period of such delay or prevention shall be added to the
time herein provided to the performance of any such obligation. A "Force Majeure" event shall
consist of the following, to the extent the same is beyond the reasonable control of the Party
invoking Force Majeure and causes delay to any obligations under this Agreement: Acts of God,
Acts of War, Terrorist Acts, named storms, declared state(s) of emergency, incidence of disease
or illness that reaches outbreak, epidemic and or pandemic proportion, governmental orders not
caused by action or inaction by Purchaser or its contractors or any one for whom it is responsible,
or other causes affecting the area in which the Project is located and/or contractor's labor and/or
supply chain, civil unrest, riots, newly announced or enacted government restriction, labor
disputes, material shortages, fire, casualty loss or weather related delays.
28. CITY'S RIGHTS AS SOVEREIGN
The Grantor 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 municipality under all applicable laws (all of which shall be absolute and unfettered
in all respects).
29. FORCE MAJEURE
In the event that the performance by either party of any of its obligations hereunder is
delayed by natural disaster, terrorist activity, war, labor dispute, COVID-19 coronavirus outbreak
or a similar health pandemic or epidemic, or similar matter beyond the control of such party (a
"Force Majeure Event"), without such parry's fault or negligence, then the party affected shall
notify the other party in writing of the specific obligation delayed, and the duration of the delay,
and the deadline for completion of such obligation shall be extended by a like number of days. An
extension of the obligations hereunder shall include, without limitation, an extension of the Closing
Date until such time as the parties are able to reasonably perform their respective obligations
hereunder. Further, the foregoing shall apply to Purchaser's failure to obtain insurance for the
Property or Seller's inability to maintain current insurance at the Property due to the Property being
located within the projected path of a hurricane or other tropical cyclone (also known as "the
cone"), in which event the Closing shall occur no later than ten (10) days after the Property is no
longer located within the projected path of a hurricane or other tropical cyclone.
30. COUNTERPARTS
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
17
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.
[Signatures appear on the following pages]
18
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement, as of the day
and year first above written.
"PURCHASER"
SPORTS LEADERSHIP AND
MANAGEMENT, INC., a Florida Not -For -
Profit Corporation:
Witness
By:
Print Name Print Name:
Witness
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ]
online notarization this day of , 2025, by , the
of Sports Leadership And Management, Inc., a Florida Not -For -Profit
Corporation, who is [ ] personally known to me or [ ] who produced the following identification:
(NOTARY PUBLIC SEAL)
19
Notary Public
(Printed, Typed or Stamped Name of Notary Public)
Commission No.:
My Commission Expires:
"SELLER"
CITY OF MIAMI, a municipal
corporation of the State of Florida:
ATTEST:
By:
Todd B. Hannon, City Clerk Arthur Noriega V, City Manager
Date:
Approved As To Form And Approved by Risk
Correctness: Management Department:
George K. Wysong III David Ruiz, Interim Director
City Attorney Risk Management
20
Exhibit A
Authorizing Resolution
[to be attached]
Exhibit B
Insurance Requirements
[pending Risk Management]
This Instrument Prepared By
and Return, After Recordation, To:
George K. Wysong III, City Attorney
City of Miami
Office of the City Attorney
444 S.W. 2ND Avenue, 9th Floor
Miami, Florida 33130-1910
Folio Number(s): 01-0112-010-1010
Exhibit C
Quit Claim Deed
QUIT CLAIM DEED
THIS QUIT CLAIM DEED, made as of the day of , 2025
("Effective Date") between the City of Miami, a municipal corporation of the State of Florida, whose
postal address is 444 S.W. 2nd Avenue, Miami, Florida 33130, hereinafter called the "Grantor," to
Sports Leadership and Management, Inc., a Florida Not -For -Profit Corporation, whose principal
address is 604 Northwest 12 Avenue, Miami, Florida 33135.
WITNESSETH: That the Grantor, for and in consideration of the sum of Ten Dollars ($10.00)
and other valuable consideration, the receipt of which is hereby acknowledged, does hereby remise,
release, and quit -claim unto the Grantee forever, all of the Grantor's right, title and interest in that
certain land and improvements situated in Miami -Dade County, Florida, together with all entitlements
benefitting the Property, including, without limitation, those relating to any previous land use and
zoning approvals, and any transferable development rights and transferable density rights associated
with the property as legally described below:
LOT 1, LOT 2 LESS THE WEST 2 INCHES OF THE NORTH 65.00 FEET, THE
SOUTH 55.00 FEET OF LOT 3, THE NORTH 45.00 FEET OF LOTS 18, 19 AND
20, BLOCK 121 NORTH, CITY OF MIAMI, ACCORDING TO THE PLAT
THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC
RECORDS OF MIAMI-DADE COUNTY, FLORIDA. (the "Property").
Address: 174 East Flagler Street, Miami, Florida 33142
Folio Number: 01-0112-010-1010
This Quit Claim Deed quitclaims only the interests of the Grantor in the Property and shall
not warrant title thereto. This Quit Claim Deed is further subject to the following conditions.
restrictions and covenants:
1. Conditions, restrictions, easements, limitations and reservations of record,
though this reference is not intended to reimpose same;
2. Applicable zoning ordinances, codes, rules and regulations;
3. Taxes and assessments for the current year and all subsequent years;
4. The Property is being taken by the Grantee "As -Is" with no warranty
whatsoever. Without limitation of the foregoing, Grantee is solely responsible
for the removal of any environmental contamination if found on the Property.
5. The Property shall be used by the Grantee exclusively for public education and
civic purposes (as further defined below) but not limited to, classroom
instruction, educational programming, and related administrative functions. In
addition, the historic theater located on the Property may be used for events that
are cultural, artistic, civic, or community -oriented for the community (making
the historic theater available for reservation by any member of the public shall
be deemed a civic purpose), provided that such events do not interfere with the
preservation of the theater's historic character (collectively, the "Intended
Purposes"). The Property shall not be used for any purpose other than the
Intended Purposes. If the Property ceases to be used for the Intended Purposes,
all right, title and interest in and to the Property shall revert to and revest in the
Grantor, at the Grantor's sole and absolute discretion, free and clear of all liens,
financial obligations and encumbrances, after a notice and cure period, as
further detailed below.
6. The Property shall be restored, and maintain its historic designation on the
National Register, subject to a Force Majeure Event as defined below, after
issuance of Certificate of Occupancy for the Intended Purposes, in the
following manner:
a. Grantee shall complete all necessary interior and exterior repairs to the
Property as described in Resolution No. R-25- and shall further
complete all interior and exterior restoration requirements and
recommendations detailed in the [Heisenbottle Restoration
Requirements Report Pending Incorporation], incorporated herein as
Exhibit "A" (collectively, the "Restoration Requirements"), which has
been paid in full by Grantor through the permitting stage; and
b. The Grantee shall complete the Restoration Requirements in full
compliance with the terms set forth herein, as verified and approved by
the Grantor's building official or successor, no later than five (5) years
from the issuance of the initial building permit, subject to occurrence of
a Force Majeure Event. The Grantor, at the City Manager's discretion, ,
may grant extensions to complete the Restoration Requirement }yn the
event that Grantee's completion of the Restoration Requirements is
delayed by natural disaster, terrorist activity, war, labor dispute,
COVID-19 coronavirus outbreak or a similar health pandemic war
epidemic, action/inaction of Grantor, or similar matter beybnd the
control of Grantee (a "Force Majeure Event"), without Grantee's fault
or negligence, then Grantee shall notify Grantor in writing of the delay,
and the duration of the delay, and the deadline for completion of the
Restoration Requirements shall be extended by a like number of days.
If the Grantee fails to comply with the obligations set forth in this
Section 6, all right, title and interest in and to the Property shall revert
to and revest in the Grantor, at the Grantor's sole and absolute
discretion, free and clear of all liens, financial obligations and
encumbrances.
7. Grantee shall reserve no less than one -hundred and eighty (180) days per year
for public events ("Public Events"), in addition to the Intended Purposes to be
held at the historic theater within the Property. Public Events shall be open and
available to the public and shall not include events in which tickets are not sold
to the general public.
8. The Grantee shall not assign or convey any interest in the Property, for any use
other than public education and civic use, without the prior written consent of
the Grantor via City Commission approval. Any attempted conveyance
without prior approval by the City Commission shall be deemed null and void.
TDRs/TDDs shall be exempt from this requirement.
All rights of reversion set forth herein shall be exercisable by the Grantor in its sole and
absolute discretion and may be exercised upon the Grantee's failure to comply with any of the
restrictions or obligations set forth in this instrument after Grantor provides Grantee with written
notice and an opportunity to cure. Should the failure to comply be based on the use of the Property,
the Grantee shall be provided with thirty-six (36) months to cure by securing another public education
and civic operator to which the Property may be leased, conveyed or assigned. The Grantor's failure
to not enforce its right of reversion shall not constitute a waiver of such right or of any other rights or
remedies available to the Grantor. In the event the Grantor elects to exercise its right of reversion,
after notice and an opportunity to cure, and the Grantee has not cured the violation, it shall provide
• written notice to the Grantee, and upon receipt of such notice, Grantee shall promptly execute and
deliver an instrument, in recordable form and acceptable to the Grantor, to effectuate and memorialize
the reversion. In the event. Grantee does not provide the conveyance instruments as noticed within
seven (7) days, City may execute and record in the Official Records of Miami -Dade County, an
instrument noticing the public that the City has exercised its right of reversion and title and Interest; in
the Property is in the name of the City of Miami.
The restrictions, conditions, reversions, and covenants set forth in this Quit Claim Deed shall
be deemed covenants running with the land and shall be binding to the fullest extent permitted by, law
and equity, and enforceable by, for the benefit and in favor of, Grantor. The Grantor shall have the
right to exercise all the rights and remedies; and to maintain any and all actions or suits' at law 'or in
equity, as it deems appropriate to enforce the foregoing restrictions, conditions and covenants,' or to
cure any breach thereof.
TO HAVE AND TO HOLD, the same together with all and singular tenements,
hereditaments and appurtenances thereto belonging or in anywise appertaining, and all the estate,
right, title, interest, lien, equity, and claim whatsoever of the Grantor, either in law or in equity, to the
use, benefit and behalf of the Grantee forever.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Grantor has executed and delivered this Indenture as of the day
and year first above written.
Witnesses:
Signature:
Print Name:
Address:
GRANTOR:
The City of Miami, a municipal corporation
of the State of Florida
By:
Arthur Noriega V
Signature: City Manager
Print Name:
Address:
APPROVED AS TO LEGAL ATTEST:
FORM AND CORRECTNESS
George K. Wysong III
City Attorney
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
Todd B. Hannon
City Clerk
The foregoing instrument was acknowledged before me by means of physical presence or online
notarization, this day of , 2025, by Arthur Noriega V, City Manager for
the City of Miami, who personally known to me or who has produced as identification.
Notary Public
Print Name:
Commission No.:
The foregoing conveyance was approved pursuant to Resolution No. R- of the Miami
City Commission, passed and adopted on , 2025. A copy of Resolution No. R-
is attached hereto as Exhibit "B".
Exhibit D
Pre -Scheduled Events
Exhibit E
Corporate Resolution
WHEREAS, Sports Leadership and Management, Inc., a Florida Not -For -Profit
Corporation ("Company") desires to enter into an agreement with the City of Miami substantially in
the form of the agreement to which this Resolution is attached (the "Agreement"); and
WHEREAS, the Board of Directors or Managing Members as applicable ("Governing Body")
at a duly held meeting has considered the matter in accordance with the company's by-laws; and
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY that the Company
intends to enter into the Agreement with the City of Miami and be bound by its terms and the
("Authorized Person") as of the
Company is hereby authorized and directed to execute the Agreement in the name of this Company
and to execute any other documents and perform any acts in connection therewith as may be required
to accomplish its purpose.
IN WITNESS WHEREOF, this day of 2025.
BY:
BY:
Chairperson of Governing Body
Witness Signature
Witness Name
Affix Corporate Seal