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HomeMy WebLinkAbout25357AGREEMENT INFORMATION AGREEMENT NUMBER 25357 NAME/TYPE OF AGREEMENT MIAMI-DADE COUNTY & JGS PROPERTIES, INC. DESCRIPTION ESCROW AGREEMENT/ACQUISITION OF THE LA QUINTA INN IN CUTLER BAY 10821 CARIBBEAN BLVD MIAMI, FL 33189/MATTER ID: 24-3280/#56 EFFECTIVE DATE December 30, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/30/2024 DATE RECEIVED FROM ISSUING DEPT. 12/30/2024 NOTE a 5 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into this day of December, 2024 ("Effective Date"), by and between Miami -Dade County, a political subdivision of the State of Florida ("County"), the City of Miami, a municipal corporation and political subdivision of the State of Florida ("City"), and JGS Properties, Inc., a Florida profit corporation d/b/a National Title and Abstract Company ("Escrow Agent"). The County, the City, and the Escrow Agent are each sometimes herein referred to as a "Party" and are collectively referred to herein as the "Parties." RECITALS WHEREAS, on November 15, 2024, and on December 12, 2024, the City's Housing and Commercial Loan Committee ("HCLC") and the Miami City Commission respectively authorized a loan of HOME Investment Partnerships -American Rescue Plan ("HOME -ARP") funds for the acquisition of the property located at 10821 Caribbean Boulevard Miami, Florida 33189, the legal description of which is attached hereto and incorporated herein as Exhibit "A" (the "Property"), acquisition of that property sometimes herein referred to as the Hideaways by the Bay project (the "Project"); WHEREAS, as of the Effective, Date, the County and the City are negotiating several HOME -ARP loan documents, including but not limited to a loan agreement, a mortgage, a promissory note, and a declaration of restrictive covenants, in order to loan eight million dollars ($8,000,000.00) in HOME -ARP funds ("Escrowed City Funds") to the County; WHEREAS, the City is providing said funds so that the County can acquire the Property in order to develop 107 units of affordable housing for elderly persons of which 57 will be HOME - ARP Assisted Units which shall be occupied by HOME -ARP Eligible Households and Low - Income Households; WHEREAS, the County and the City have agreed to enter into this Agreement for the administration and disbursement of the aforementioned funds in connection with the acquisition of the Property; WHEREAS, the City has agreed to place the sum of seven million nine hundred fifty thousand dollars ($7,950,000.00) in escrow in order to assist the County with the acquisition costs for the Property, and the Escrow Agent has agreed to hold such funds and disburse same in accordance with the terms of this Agreement; WHEREAS, Escrow Agent is a contract provider for both the City and the County; WHEREAS, Escrow Agent agrees to so act, for a reasonable fee to be paid by the County (the County previously agreeing to pay a reasonable fee); NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby conclusively acknowledged, the Parties agree as follows: 1. Recitals. The recitals set forth above are true and correct and are incorporated herein by this reference. Page 1 of 9 (including Exhibits "A" and "B") 2. Appointment of Escrow Agent. The County and the City hereby appoint JGS Properties, Inc. d/b/a National Title and Abstract Company, to act as Escrow Agent hereunder, and Escrow Agent agrees to accept the duties of Escrow Agent in accordance with the terms and conditions of this Agreement and National Title agrees to act as Escrow Agent. 3. Deposit of Escrowed Funds with Escrow Agent. No later than January 8, 2025, the City shall deposit into escrow with the Escrow Agent cash or cash equivalent in the amount of seven million nine hundred fifty thousand dollars ($7,950,000.00) (the "Escrowed City Funds"). Escrow Agent shall hold the Escrowed City Funds in trust and disburse them in accordance with the terms of this Agreement. The Escrowed City Funds shall be held for the benefit of the County and the City and shall not be subject to any lien or attachment of any other creditor of any Party hereto and will be used solely for the purposes and subject to the conditions set forth herein. Escrow Agent shall hold the Escrowed City Funds in a non -interest -bearing account maintained by and in the name of Escrow Agent. 4. Disbursement of Escrowed City Funds. Escrow Agent shall, for its reasonable fee, hold the Escrowed City Funds, and shall disburse them for the closing of the Property acquisition upon receiving sole, written Notice (as defined below) from Victor Turner (the City's Director of the Department of Housing and Community Development), which Notice shall be provided no later than January 9, 2025, authorizing disbursement of the Escrowed City Funds, with Escrow Agent's disbursement made on the Closing Date, as defined in the HOME -ARP Loan Agreement. 5. Return of Escrowed City Funds. If the County is not able to go through with the acquisition of the Property, the Escrow Agent shall return the Escrowed City Funds to the City no later than one (1) business date after the scheduled Closing Date. 6. Term. The term of this Agreement shall commence on the date the Escrowed City Funds are deposited with the Escrow Agent and shall remain in full force and effect until the Escrow Agent has disbursed all the Escrowed City Funds in its possession in accordance with the terms hereof. 7. Rights, Representations, and Duties of the Escrow Agent. a. Reliance; Duties. The Parties agree that Escrow Agent may act in reasonable reliance upon any writing or instrument or signature which it, in good faith, reasonably believes to be genuine; may reasonably assume the validity and accuracy of any statements or assertions contained in such writing or instrument; and, may reasonably assume that any person purporting to give any written Notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution or validity of any -written instructions or certifications delivered to it, nor as to the identity, authority or rights of any person executing the same. The duties of Escrow Agent shall be limited to the safekeeping of the Escrowed Funds and to disbursements of same in accordance with the provisions hereof. Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no implied duties or obligations of the Escrow Agent shall be implied by virtue of this Agreement. b. Legal Counsel; Liability. Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. Page 2 of 9 (including Exhibits "A" and "B") Escrow Agent shall not be liable for any mistakes of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct. c. Interpleader. Notwithstanding any provisions contained herein to the contrary, in the event that Escrow Agent is uncertain as to the proper disposition of the Escrowed City Funds, or in the event of a disagreement about the interpretation of this Agreement, or about the rights and obligations of the Parties hereto, or the propriety of any action contemplated by Escrow Agent hereunder, Escrow Agent may, in its sole discretion, file an action in interpleader to resolve said disagreement. d Resignation. Escrow Agent may resign at any time upon the giving of fifteen (15) days written Notice to the other Parties of this Agreement. Upon such resignation, the City and the County shall jointly appoint a successor escrow agent, who shall assume the duties of Escrow Agent hereunder by supplement hereto. If a successor escrow agent is not appointed within fifteen (15) days after Notice of resignation, Escrow Agent may petition any court of competent jurisdiction to name a successor escrow agent. e. Good standing. Escrow Agent is an active Florida profit corporation, duly formed, validly existing, in good standing under the laws of the State of Florida, and has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement. 8. Representations and Warranties of the County. The County representsand warrants to the City as follows: a. The County is a political subdivision of the State of Florida, duly formed, validly existing, in good standing under the laws of the State of Florida, and has full power and authority to enter into this Agreement and to cany out the transactions contemplated by this Agreement; b. This Agreement constitutes a valid and binding, obligation of the County; and c. The County's representations and warranties set forth in this Agreement do not contain untrue statements of material facts and do not omit material facts. 9. Representations and Warranties of the City. The City represents and warrants to the County as follows: a. This Agreement constitutes a valid and binding obligation of the City; and b. The City's representations and warranties set forth in this Agreement do not contain untrue statements of material facts and do not omit material facts. 10. Notice. "Notice" given to Escrow Agent, the County, and the City - including without limitation Notice to Escrow Agent of authorized disbursement of funds - shall be in writing (by a Party or by such Parry's attorney), and shall be sent by (i) personal delivery, (ii) delivery by a recognized overnight courier, signature required or (iii) certified mail, addressed as follows: To Ci City of Miami Department of Housing and Community Development One Flagler Building Page 3 of 9 (including Exhibits "A" and "B") 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attention: Victor Turner, Director With Copy To: George K. Wysong III City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 To County: Miami -Dade County 111 Northwest 1st Street Miami, FL 33128 Attention: With Copies To: To Escrow Agent: Miami -Dade County 111 Northwest 1st Street Miami, FL 33128 Attention: Homeless Trust Victoria Mallette Miami -Dade County Attorney's Office 111 Northwest 1st Street Miami, FL 33128 Attention: Shannon D. Summerset-Williams Assistant County Attorney National Title and Abstract Company 711 NW 23rd Avenue, Miami, FL 33125 Attention: John Sanchez Notice whether by personal delivery, overnight courier or certified mail, shall be effective upon receipt.. Any addressee may, at any time by giving ten (10) days' prior written Notice to the other addressees, designate any other address in substitution of the foregoing. 11. Miscellaneous. a. Governing Law. This Agreement is entered into in the State of Florida and the rights and obligations of the Parties hereto shall be governed by, construed and enforced in accordance with the laws of the State of Florida without regard to any conflict of laws rule or principle that would give effect to the laws of another jurisdiction. b. Dispute Resolution; Venue and Jurisdiction. Any disputes, claims or controversies between or among the Parties arising out of, relating to, or connected with, this Agreement shall be resolved by litigation in a court of competent jurisdiction the exclusive jurisdiction and venue of which shall be the state and federal courts sitting in or for Miami -Dade County, Florida. The Parties irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, or any judgment entered by any state or federal court sitting in or for Miami -Dade County, Florida, Page 4 of 9 (including Exhibits "A" and "B") and further irrevocably waive any claim that any suit, action or proceeding brought in any state or federal court sitting in or for Miami -Dade County, Florida, has been brought in an inconvenient forum. c. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT. ANY OF THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF SUCH PARTY'S RIGHT TO TRIAL BY JURY. d. National Title as Escrow Agent and Closing Agent. The County and the City acknowledge that Escrow Agent has acted, and continues to act, as Escrow Agent and Closing Agent for the County in connection with the Project. The City does not object to the Escrow Agent's continued representation of the County in connection with this Agreement or any other matters while simultaneously acting as Escrow Agent under this Agreement and the City waives any right to make any such objection and, therefore, acknowledges that it is estopped from objecting to any such representation as a result. Escrow Agent is hereby authorized by the Parties to represent itself, the County and the City with respect to any matter which arises out of, relates to, or is connected with this Agreement, the Project or any other related matters. e. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall bedeemed 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. f. Further Assurances. The Parties hereby agree to take any and all actions and to execute and deliver at any time and from time to time after the Effective Date hereof such other documents and instruments as may reasonably be required to effectuate the transactions contemplated hereby. g. Assignment. Neither this Agreement nor any rights, interest or obligations hereunder, shall be assigned by any Party hereto without the prior written consent of the other Parties hereto. h. No Third Party Beneficiaries. This Agreement is not intended by any of the undersigned to grant any benefits, rights, privileges, actions or remedies to any person, partnership, firm, or entity other than the Parties hereto, as a third party beneficiary or otherwise under any theory of law. i. Independent Counsel. The Parties have been represented by independent legal counsel and fully understand and recognize the meaning of this Agreement and each of the provisions hereof. Page 5 of 9 (including Exhibits "A" and "B") j. Attorneys' Fees and Costs. In the event litigation, arbitration, or mediation, between the Parties, arises out of the terms of this Agreement, each Party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. k. Anti -Human Trafficking. The Escrow Agent confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Escrow Agent shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit `B". If the Escrow Agent fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior Notice, and in no event shall the City be liable to Escrow Agent for any additional compensation or for any consequential or incidental damages. 1. Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings provided in the HOME -ARP Loan Documents. 12. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, between the Parties hereto with respect to the subject matter hereof. This Agreement shall not be modified or amended except by an instrument in writing signed by or on behalf of the Parties. [Signatures Appear on Following Page] [This Space Intentionally Blank] Page 6 of 9 (including Exhibits "A" and `B") IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written ATTEST: MIAMI-DADE COUNTY, a political subdivision of the State of Florida By: By: Print Name: ATTEST: By: Todd H. ,• ty Clerk Print Name: Title: JGS PROPERTIES, INC. d/b/a NATIONAL TITLE AND ABSTRACT COMPANY, a Florida Profit Corporation, as Escrow Agent G. Sanchez, President CITY OF MIAMI, a municipal corporation 1-40-tr-Je 65? 6/1 /`" g Arthur Noriega V, City Manager er �` APPROVED AS TO LEGAL FORM AND CORRECTNESS: George K. Wysong III, City Attorney 14"c Ant- 34 -3 APPROVED BY HOUSING AND COMMUNITY DEVELOPMENT: Bv: 1.104 Victor Turner, Director Page 7 of 9 (including Exhibits "A" and "B") IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written ATTEST: ATTEST: JUAN FLRNANDEZ-EARQU1N, CLERK Of TEE COURT AND COMPTROLLER MIAMI-DADE COUNTY, a political subdivisi� 'on of the State if Florida By: 61e,cn-/afP9- 00/ZoZv By: ill, Print Name: Eva 0son10 - e405757 Print N: e: Holm Title: Cin is4 F.erGd,i rn COUNTY mE Z ATTEST: JCS PROPERTIES, INC. d/b/a NATIONAL TITLE AND ABSTRACT COMPANY, a Florida Profit Corporation, as Escrow Agent hn G. Sanchez, President CITY OF MIAMI, a municipal corporation By: By: Todd Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: By: George K. Wysong III, City Attorney APPROVED BY HOUSING AND COMMUNITY DEVELOPMENT: By: Victor Turner, Director Page 7 of 9 (including Exhibits "A" and "B") EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY (Miami -Dade County Tax Folio No. 36-6007-027-0010) A portion of the Northeast 1/4 of Section 7, Township 56 South, Range 40 East, Miami -Dade County, Florida, being more particularly described as follows: Commence at the Southeast corner of the North 1/2 of the North 1/2 of the Northeast 1/4 of the Northeast 1/4 of said Section 7; thence South 89 degrees 56 minutes 28 seconds West along the South line of the North 1/2 of the North 1/2 of the Northeast 1/4 of the Northeast 1/4 of said Section 7 for 549.02 feet; thence South 42 degrees 23 minutes 50 seconds West for 61.59 feet to the Point of Beginning of the parcel of land hereinafter described; thence South 15 degrees 22 minutes 51 seconds = for I04.47 feet; thence South 9 degrees 16 minutes 50 seconds = for 199.35 feet (said last mentioned two courses being coincident with the Westerly Right -of -Way lien of the Homestead Extension of Florida's Turnpike State Road No. 821, as shown on Sheet R-6 of the Right -of -Way Map thereof, prepared for Section 87005, Contract 2502, last revised 4- 19-71); thence South 80 degrees 43 minutes 10 seconds West at right angles to the last described course for 143.71 feet; thence South 9 degrees 16 minutes 50 seconds = for 195.29 feet (said last mentioned two courses being coincident with the Northerly and Westerly line of "HOLIDAY INN AT CARIBBEAN", as recorded In Plat Book 107, at Page 98 of the Public Records of Miami -Dade County, Florida); thence North 47 degrees 37 minutes I7 seconds West for 148.87 feet; thence South 42 degrees 23 minutes 50 seconds West for 150 feet to a point on the Northerly Right -of -Way line of Caribbean Boulevard; thence North 47 degrees 37 minutes 17 seconds West along said Northerly Right -of -Way line of Caribbean Boulevard for 100 feet; thence North 42. degrees 23 minutes 50 seconds East for 167.45 feet more or less to the Southeasterly prolongation of an existing one-story CBS building wall; thence Northwesterly along the Northeasterly face of the afore -described one-story CBS building (and the Northeasterly and Southeasterly prolongation) for 60 feet more or less; thence North 42 degrees 23 minutes 50 seconds = for 395.65 feet to the Point of Beginning, all lying and being In Miami - Tract A, BUDGETEL AT CARIBBEAN, according to the Plat thereof, recorded in Plat Book I46, Page 20, in the Public Records of Miami -Dade County, Florida. ALSO KNOWN AS: Dade County, Florida. Page 8 of 9 (including Exhibits "A" and "B") STATE OF FLORIDA EXHIBIT "B" ANTI -HUMAN TRAFFICKING AFFIDAVIT } :Ss COUNTY OF MIAMI-DADE } 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. Name of Nongovernmental Entity/Individual: JGS Properties, Inc., a Florida profit corporation d/b/a National Title and Abstract Company. Signatur John G. Sanchez, President Office Address: 711 NW 23rd Avenue, Miami, FL 33125 Email Address: ` jsanchez@fitaac.net" Main Phone Number: (305) 642-6220 Page 9 of 9 (including Exhibits "A" and "B")