HomeMy WebLinkAbout26257AGREEMENT INFORMATION
AGREEMENT NUMBER
26257
NAME/TYPE OF AGREEMENT
SG HAVANA LLC
DESCRIPTION
ACCESS, INDEMNIFICATION, & HOLD HARMLESS
POLICY/ACCESS TO THE BORROWER FOR ADDITIONAL
FUNDING FOR THE DEVELOPMENT OF THE PROJECT/FILE
ID: 19291/R-26-0237/R-25-0519/MATTER ID: 26-1796 #9
EFFECTIVE DATE
August 12, 2026
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
8/12/2026
DATE RECEIVED FROM ISSUING
DEPT.
8/14/2026
NOTE
va51
ACCESS, INDEMNIFICATION, AND HOLD HARMLESS AGREEMENT
This Access, Indemnification, and Hold Harmless Agreement (the "Agreement"), entered into this
I2, day of r , 204', (the "Effective Date") by and between SG Little
Havana LLC, a Florida limited liability company, whose principal place of business is 2901 Florida
Avenue, Suite 806, Coconut Grove, Florida 33133, Attn: Richard Swerdlow, General Counsel,
("Accessor"), and THE CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida
(the "City").
WITNESSETH
WHEREAS, Accessor has voluntarily requestedpermission to access City -owned property located at
Miami, Florida as more particularly described in Exhibit "C" (the "Property") for the purpose of utilizing the
Property for the purpose of environmental assessment activities in connection with the construction of the
affordable housing project located at 901 SW 8th Street, Miami, Florida 33130; and
WHEREAS, the City desires to grant Accessor temporary and limited access to the Property in
exchange for the promises and obligations described below; and
NOW, THEREFORE, in consideration of the mutual promises and obligations contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Recitals and Incorporations. The foregoing recitals are true and correct and are incorporated herein by this
reference. The following exhibits are attached hereto and hereby incorporated and made a part of this
agreement:
Exhibit A — Insurance Requirements
Exhibit B — City of Miami Resolution No. R-26-0186
Exhibit C — Legal Description of Property
Exhibit D — Anti -Human Trafficking Affidavit
If there is a conflictbetweenthis Agreement and any attachedExhibit, the conflict shall be resolved in favor
of the Agreement then each exhibit in the priority order as indicated above.
2. Definitions. Any reference to days shall mean calendar days unless specifically stated otherwise.
3. Right to Access. The City grants to Accessor, temporary access rights to enter upon the Property solely for
the purposes described in Exhibit "B," subject to the terms and conditions hereinafter contained during the
Access Period. Said temporary accessrights are subject to the requirement thatAccessorprovide forty eight
(48) hours of advance written notice prior to the commencement of any access or work on the Property.
4. Access Period. The Accessor may exercise its temporary access rights beginning on the Effective Date first
written above, and ending one hundred eighty (180) days thereafter (the "Access Period"). Accessor shall
vacate the property, restore it to its preexisting condition as further described below, and remove any of
Accessor's effects and equipment prior to the expiration of the Access Period. At Accessor's written
request, the Access Period may be extended for an additional period of no more than ninety (90) days in
the City's sole discretion with the City Manager's written approval.
5. Condition of Property. Accessor has inspected, or has been given the opportunity to inspect, the Property,
prior to execution of this Agreement, and accepts the Property "as is," in its present condition and state of
repair and without any representation by or on behalf of the City. Accessor agrees to maintain the Property
in a good and safe condition and that the City shall not, under any circumstances, be liable for any latent,
patent, or other defects in the Property.
6. Return of Property. The Accessor shall return the Property to the same or better condition than it was in
when the Accessor first accessed the Property upon the expiration of the Access Period or when the
Accessor completes its work and no longer requires access, whichever occurs first. The Accessor agrees to
remit and pay all costs, fees, or expenses for placing the Property back in the aforementioned same or better
condition. The Accessor agrees the City shall not expend any resources whatsoever for placing the Property
back in the aforementioned same orbetter condition. The Accessor further agrees the City shall be entitled
to true and correct copies of all reports, final permit and conclusions obtained as a result of any work
performed on the Property. If the Accessor fails to return the Property to its preexisting condition, the City
may cause any necessary work or repairs to be completed and seek costs from the Accessor. By way of
clarification, Accessor's responsibility to returnthe Property to its original condition as stated in this section
only applies to changes to the Property caused by or arising from Accessofs access to or use ofthe Property,
including but not limited to by activities of the Accessor's agents, employees, representatives, contractors,
subcontractors, or consultants'.
7. Indemnification and Hold Harmless. Accessor shall indemnify, protect, defend, release, and hold the City,
its officers, officials, employees, agents, representatives, and servants (collectively the "Indemnitees")
harmless from and against all claims, damages, liabilities, civil actions, statutory or similar claims, injuries
and losses, including but not limited to reasonable attorneys' fees and court costs, incurred by the
Indemnities due to injury to person or property arising out of or in connection with this Agreement and
Accessor's, or any of its agents, employees, representatives, contractors, subcontractors, or consultants'
(collectively "Accessor's Representatives") performance or nonperformance in its access of the Property,
even if it is alleged that the Indemnitees were negligent.
Accessor hereby voluntarily and knowingly waives any and all claims against the Indemnitees for injuries
to person or property sustained by Accessor or Accessor's Representatives arising out of or related to the
activities undertaken by Accessor or Accessor's Representatives upon the Property or in connection
therewith and releases the Indemnitees from any and all claims and liabilities in connection therewith.
Accessor shall require all contracts entered into in connection with this Agreement shall include the
obligation that all other contractors shall also indemnify, defend, and hold harmless the City from any and
all claims in connection with the proposed work.
The Accessor acknowledges that the grant of this Agreement is good, separate, and distinct consideration
afforded by the City for this indemnification.
THE ACCESSOR HAS READ AND VOLUNTARILY SIGNS THIS RELEASE AND HOLD
HARMLESS AGREEMENT, and further agrees that no oral representations, statements or inducements
apart from the foregoing written Agreement have been made.
8. Release and Covenant not to Sue. Accessor hereby releases, waives, discharges, and covenants not to sue
the Indemnitees from all liability to Accessor, its affiliates, predecessors, successors, subsidiaries, related
companies, divisions, officers, employees, agents, personal representatives, assigns, heirs, and next of kin
for any and all loss or damage, and any claim or demands therefor on account of injuryto person or property
or resulting in death or dissolution of the Accessor, its affiliates, predecessors, successors, subsidiaries,
related companies, divisions, officers, employees, agents, personal representatives, assigns, heirs, and next
of kin, whether caused by the negligence of the City, or otherwise, while the Accessor is in, upon or nearby
the Property
9. Successor's in Interest. This Agreement shall be legally binding upon the Accessor, its successors in
interest, heirs, estate, assigns, legal guardians, and personal representatives. The Accessor is aware that it
is releasing certain legal rights that it may otherwise have, and is undertaking otherspecific legal obligations
that it otherwise might not have, and it nevertheless shall enter into this Agreement on behalf of itself, and
others described above, of its own free will.
10. Risk of Loss. Accessor understands that it is responsible for providing its own security and agrees that the
City shall not be liable for any loss, injury or damage to any personal property, fixtures, materials, supplies,
or equipment brought into the Property by Accessor or by anyone whomsoever, during the time that the
Property is under the control of or occupied by the Accessor. All personal property, fixtures, materials,
supplies placed or moved in the Property shall be at the risk of Accessor or the owner thereof.
11. Insurance. The Accessor shall be required to maintain, at all times, insurance requirements in accordance
with Exhibit "A." Also, the City of Miami, 444 SW 2nd AVE, Miami, FL 33130 shall be named as an
Additional Insured and Certificate Holder. Accessor must include the same or greater insurance coverage
in all contracts or subcontracts pertaining to the access contemplated by this Agreement. Contractors
utilized by the Accessor must comply with the lines of coverage contemplated under this section.
12. Termination. Either Party shall have the right to terminate this Agreement by giving the other Party at least
fifteen (15) days prior written notice for any reason or no reason for its convenience. The City may also
terminate this Agreement immediately for cause upon written notice if Accessorhas defaulted under the
terms of this Agreement.
13. Survival. All obligations (including but not limited to indemnity and obligations to defend and hold
harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier
termination of this Agreement shall survive such expiration or earlier termination.
14. Notices. Notices required under the Agreement shall be deemed to be given when hand -delivered (with
receipt therefore) or mailed by registered or certified mail, postage prepaid, return receipt requested.
AS TO THE ACCESSOR AS TO THE CITY:
Name: Richard Swerdlow
Title: General Counsel / COO
Address 1: 2901 Florida Avenue, Suite 806
Address 2: Miami, FL 33133
Email: rich@swerdlow.com
James Reyes
City Manager
444 SW 2' Avenue, 10th Floor
Miami, FL 33130
j areyesAmiamigov. com
WITH A COPY TO:
George K Wysong III
City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, FL 33130
gwysongAmiamigov.com
Victor Turner
Director of the Housing and Community
Development Department
444 SW 2nd Avenue, 9th Floor
Miami, FL 33130
vturnerAmiamigov.com
15. Sovereign Immunity. Nothing in this Agreement should be construed to waive sovereign immunity beyond
the limitations set forth in s. 768.28, Florida Statutes.
16. Public Records. Accessor understands that the public shall have access, at all reasonable times, to all
documents and informationpertainingto the City, subjectto the provisions ofChapter119, Florida Statutes,
and any specific exemptions there from, and Accessor agrees to allow access by the City and the public to
all documents subjectto disclosure under applicable law unless there is a specific exemption from such
access. Accessor's failure or refusal to comply with the provisions of this Section shall result in immediate
termination of the Agreement by the City.
a. Pursuant to the provisions of Chapter 119.0701, Florida Statutes, Accessor must comply with the
Florida Public Records Laws, specifically Accessor must:
b. Keep and maintain public records that ordinarily and necessarily would be required by the City in
order to perform the service/Programming.
c. Provide the public with access to public records on the same terms and conditions that the City
would provide the records and at a cost that does not exceed the cost provided in Chapter 119 or as
otherwise provided by law.
d. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
e. Meet all requirements for retaining public records and transfer, at no cost to the City, all public
records in possession of Accessor upon termination of this Agreement and destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure
requirements.
f. All records stored electronically must be provided to the City in a format compatible with the
information technology systems of the City.
g.
Accessor agrees that any of the obligations in this Section will survive the term, termination, and
cancellation hereof.
IF ACCESSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO ACCESSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S
CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL:
PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS CIO
OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W.
2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF REAL ESTATE
AND ASSET MANAGEMENT CUSTODIAN OF RECORDS AT 3RD FLOOR, MIAMI
RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130.
17. 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 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.
18. Entire Agreement. This Agreement along with its incorporated Exhibits contain all the terms and conditions
agreed upon by the parties. This Agreement constitutes the full and final agreement between the parties as
to the subject matter of the Agreement. This Agreement supersedes and replaces all prior or
contemporaneous communications and agreement between the parties, whether oral or otherwise, as to its
subject matter. No other contract, oral or otherwise, regarding the subject matter of this Agreement shall be
deemed to exist or bind any of the parties hereto.
19. Severability. If any provision of this Agreement is held invalid, void, or unenforceable by a court of
competent jurisdiction, such provision shall be construed in a manner to make it enforceable. In the event
the provision cannot be enforced through any interpretation, such provision shall be considered severable
and the remainder of this Agreement shall continue in full force and effect.
20. No Waiver. No waiver or breach of any provision of this Agreement shall constitute a waiver of any
subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made
in writing in accordance with this Agreement.
21. Modifications, Amendments, Extensions, Waivers. Any alterations, variations, modifications, extensions
or waivers of provisions of this Agreement, including but not limited to access to and any other uses of the
Property, and the Access Period, shall only be valid when they have been reduced to writing and duly
authorized by the City Manager or City Commission as appropriate and the authorized representatives for
Accessor.
22. Audit. This Agreement and all documents connected therewith shall at all times be subject to the audit and
inspection requirements of Chapter 18 of the Code of Ordinances of the City of Miami, as amended ("City
Code").
23. Governing Law & Venue. This Agreement shall be interpreted and construed in accordance with and
governed by the laws of the State of Florida without regard to its conflicts of laws provisions. Any
controversies or legal proceedings arising out of this Agreement shall be submitted to the jurisdiction of the
state courts of the Eleventh Judicial Circuit, in and for, Miami -Dade County, Florida.
24. Waiver of Jury Trial. EACH PARTY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH
THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT.
25. Anti -Human Trafficking Affidavit. The Accessor 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 Accessor 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 D. If the Accessorfails to comply with the terms ofthis Section, the CITY may suspendorterminate
this Agreement immediately, without prior notice, and in no event shall the CITY be liable to Accessor for
any additional compensation or for any consequential or incidental damages.
26. Compliance with Federal, State, and Lo c al Laws. Access or agrees to observe and comply with all applicable
federal, state, and local laws, rules, and regulations as they may be amended from time to time.
Signature Page To Follow
IN WITNESS WHEREOF, the City and Accessor have caused this Agreement to be executed as of the
Effective Date set forth above.
ACCESSOR: SG Little Havana LLC,
a Florida limited liability company,
Michael Swerdlow
Print Name
Manager
Title
STATE OF V\CA--‘dG
COUNTY OF V\a-\ cue
The foregoing instrument was acknowledged before me by means of ® physical presence or ❑ online
notarization, this 2 .L " day of J v\y _ 20 2b by 0e,\ Ss,� \Cif , who
is 1$ personally known to me or ❑ has produced as identification and
who did not take an oath.
Notary Stamp:
1
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11 Expires 4/1612027 I
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litti
Notary Public State of Florida
Karla Chansuolme
My Commission HH 386948
Signature of Wotary Public Taking Acknowledgment
Print Name: V.,6,C\G �ew\c-, \nile
Serial Number (if any): \\\--\ 3 A -
Commission Expires: (L\\b\IOTA
ATTEST:
Todd B.
City Clerk
APPROVED AS TO IN
REQUIREMENTS:
fi
BY:
David I {iiz, Inte
Risk Manageme
tor
CITY OF MIAMI,
a municipal corporati
BY:
James
City
n of the State of Florida
APPROVED AS TO FORM AND
CORRECTNESS:
BY:
eorge KQWysong II
City Attorney 94 1 L
EXHIBIT "A"
INSURANCE REQUIREMENTS - HOLD HARMLESS AGREEMENT
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence
General Aggregate Limit
Personal and Adv. Injury
Products/Completed Operations
B. Endorsements Required
City of Miami listed as additional insured
Contingent & Contractual Liability
Primary Insurance Clause Endorsement
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident
B. Endorsements Required
City of Miami listed as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
$ 1,000,000
$ 2,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit,
Umbrella Liability
Each Occurrence $1,000,000
General Aggregate Limit $1,000,000
City of Miami listed as an additional insured and excess following form over the general liability and
auto policies.
The above policies shall provide the City of Miami with written notice of cancellation or material change
from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all
insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class V" as to
Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company,
Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review
and verification by Risk Management prior to insurance approval.
EXHIBIT "B"
CITY OF MIAMI RESOLUTION NO. R-26-0186
[on following page]
City of Miami
Legislation
Resolution
Enactment Number: R-26-0186
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 19085 Final Action Date:4/23/2026
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
RESCINDING RESOLUTION NO. R-25-0519, ADOPTED ON DECEMBER 11, 2025, "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
FINDING, ATTACHED AND INCORPORATED AS EXHIBIT "C," THAT COMPETITIVE
NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR
ADVANTAGEOUS FOR THE CITY OF MIAMI ("CITY") PURSUANT TO SECTIONS 29-
B(A) OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY
CHARTER"), AND SECTION 18-182(C) OF THE CODE OF THE CITY OF MIAMI,
FLORIDA, AS AMENDED ("CITY CODE"); WAIVING THE REQUIREMENTS FOR SAID
PROCEDURES; AUTHORIZING THE CITY MANAGER TO EXECUTE A NINETY NINE
(99) YEAR GROUND LEASE AGREEMENT ("LEASE"), RENEWABLE FOR AN
ADDITIONAL NINETY NINE (99) YEARS, BETWEEN THE CITY OF MIAMI ("CITY")
AND SG LITTLE HAVANA, LLC ("DEVELOPER"), ON THE CITY -OWNED PARCELS
OF LAND, IDENTIFIED AS GROUP "A," BY FOLIO NUMBER(S) 01-4102-006-6450, 01-
4102-006-6460, 01-4102-006-6470, 01-4102-006-6480 AND 01-4102-006-6490,
LOCATED IN MIAMI, FLORIDA AND GROUP "B," IDENTIFIED AS FOLIO NUMBER(S)
01-4138-003-2280, 01-4138-003-2270, 01-4138-003-2260, 01-4138-003-2250, 01-4138-
003-2240 AND 01-4138-003-2150, MIAMI, FLORIDA, AS MORE PARTICULARLY
DESCRIBED IN EXHIBITS "A" AND "B," RESPECTIVELY, ATTACHED AND
INCORPORATED, FOR THE DEVELOPMENT OF AFFORDABLE ELDERLY RENTAL
HOUSING PROJECT FOR LOW-INCOME SENIORS; FURTHER AUTHORIZING THE
CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL NECESSARY
DOCUMENTS, INCLUDING AMENDMENTS, EXTENSIONS, AND MODIFICATIONS,
ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY; SUCH LEASE SUBJECT
UPON SUCCESSFUL REMEDIATION OF EXISTING ENVIRONMENTAL
CONDITIONS, IF ANY," AND REPLACING IN LIEU THEREOF THIS 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 FINDING,
ATTACHED AND INCORPORATED AS EXHIBIT "C," THAT COMPETITIVE
NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR
ADVANTAGEOUS FOR THE CITY OF MIAMI ("CITY") PURSUANT TO SECTIONS 29-
B(A) OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY
CHARTER"), AND SECTION 18-182(C) OF THE CODE OF THE CITY OF MIAMI,
FLORIDA, AS AMENDED ("CITY CODE"); WAIVING THE REQUIREMENTS FOR SAID
PROCEDURES; AUTHORIZING THE CITY MANAGER TO EXECUTE A NINETY NINE
(99) YEAR GROUND LEASE AGREEMENT ("LEASE"), RENEWABLE FOR AN
ADDITIONAL NINETY NINE (99) YEARS, BETWEEN THE CITY OF MIAMI ("CITY")
AND SG LITTLE HAVANA, LLC ("DEVELOPER"), ON THE CITY -OWNED PARCELS
OF LAND, IDENTIFIED AS GROUP "A," BY FOLIO NUMBER(S) 01-4102-006-6450, 01-
4102-006-6460, 01-4102-006-6470, 01-4102-006-6480 AND 01-4102-006-6490,
LOCATED IN MIAMI, FLORIDA AND GROUP "B," IDENTIFIED AS FOLIO NUMBER(S)
01-4138-003-2280, 01-4138-003-2270, 01-4138-003-2260, 01-4138-003-2250, 01-4138-
003-2240 AND 01-4138-003-2150, MIAMI, FLORIDA, AS MORE PARTICULARLY
DESCRIBED IN EXHIBITS "A" AND "B," RESPECTIVELY, ATTACHED AND
INCORPORATED, FOR THE DEVELOPMENT OF A MIXED USE AFFORDABLE
ELDERLY RENTAL HOUSING PROJECT FOR LOW-INCOME SENIORS
("PROJECT"); PROVIDING THAT THE CITY MANAGER IS AUTHORIZED TO
EXECUTE THE GROUND LEASE FOR PURPOSES OF ESTABLISHING SITE
CONTROL AND FACILITATING DEVELOPER'S ABILITY TO OBTAIN
CONSTRUCTION AND PERMANENT FINANCING FOR THE PROJECT; PROVIDING
THAT THE LEASE SHALL BECOME EFFECTIVE UPON THE CLOSING OF
CONSTRUCTION FINANCING; PROVIDING THAT THE PROPERTY SHALL
AUTOMATICALLY REVERT TO THE CITY IF BUILDING PERMITS ARE NOT
OBTAINED WITHIN THREE (3) YEARS AND FURTHER REQUIRING THAT THE
DEVELOPER USE COMMERCIALLY REASONABLE EFFORTS TO PURSUE
APPROVALS AND FINANCING; FURTHER AUTHORIZING THE CITY MANAGER TO
NEGOTIATE AND EXECUTE ANY AND ALL NECESSARY DOCUMENTS, INCLUDING
AMENDMENTS, EXTENSIONS, AND MODIFICATIONS, ALL IN FORMS
ACCEPTABLE TO THE CITY ATTORNEY; SUCH LEASE SUBJECT UPON
SUCCESSFUL REMEDIATION OF EXISTING ENVIRONMENTAL CONDITIONS, IF
ANY.
WHEREAS, pursuant to Resolution No. R-25-0519, adopted on December 11, 2025, the
City Commission authorized the leasing of certain City of Miami ("City") -owned parcels to SG
Little Havana, LLC ("Developer") for the development of an affordable rental housing project for
seniors consisting of approximately three hundred (300) units for residents aged fifty-five (55)
years and older with incomes at or below sixty percent (60%) of the Area Media Income ("AMI");
and
WHEREAS, it is the intent of the Developer and the City for the Project to be developed
as a mixed use affordable rental housing project for low-income seniors on the parcels under a
ninety-nine (99) years ground lease, renewable for an additional 99 years ("Lease"); and
WHEREAS, Section 29-B(a) of the City Charter allows for the conveyance or disposition
of City -owned property for the implementation of projects which are intended to benefit people
or households with low and/or moderate income; and
WHEREAS, the development of affordable housing projects requires the Developer to
obtain construction and permanent loans from lenders, housing finance agencies, and other
funding sources; and
WHEREAS, such financing sources customarily require evidence of site control,
including an executed ground lease, prior to issuing binding financing commitments; and
WHEREAS, the City Commission finds that execution of the ground lease agreements is
necessary to allow the Developer to obtain the financing required to construct the Project; and
WHEREAS, the City Commission desires to clarify that the ground lease agreements
may be executed for purposes of establishing site control and facilitating financing, provided that
the leasehold interest becomes effective only upon the closing of construction financing; and
WHEREAS, the City Commission further finds that appropriate safeguards should be
included to ensure the timely development of the Project for the intended public purpose of
affordable housing; and
WHEREAS, the City shall require the following in order to lease the Parcels to the
Developer: (i) evidence satisfactory to the Director of the Department of Housing and
Community Development ("Director") that financial commitments from the lender or lenders
have been received; (ii) any mortgages obtained by the Developer on the Parcel(s) will be
subject to the approval of the Director, which such approval shall not be unreasonably withheld;
and
WHEREAS, the approval of the Lease shall be subject to compliance with all applicable
federal, State of Florida, and local laws, rules, regulations, or restrictions; upon successful
remediation of existing environmental conditions, if any; and the negotiation and execution of
any other necessary documents all in form(s) acceptable to the City Attorney, for the purposes
stated herein and in furtherance of the Project;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as if fully set forth in this Section.
Section 2. Resolution No. R-25-0519 is hereby rescinded in its entirety.
Section 3. The City Manager is hereby authorized' to negotiate and execute a ninety-
nine (99) years ground lease agreement, renewable for an additional 99 years ("Lease"),
between the City and SG Little Havana, LLC, for the City -owned parcels of land located, as
legally described in Exhibits "A" and "B," attached and incorporated, for the development of a
mixed use affordable rental housing project for low-income seniors, all in a form acceptable to
the City Attorney, for purposes of establishing site control and facilitating the Developer's ability
to obtain construction and permanent financing for the Project, and providing that to the extent
any language contained in Resolution No. R-25-0519 could be interpreted to prohibit execution
of the ground lease agreements prior to the closing of the construction financing, such language
is hereby clarified and superseded by this Resolution.
Section 4. The ground lease agreements shall ensure that the lease shall not become
effective, and no leasehold estate shall be created until the closing of construction financing for
the Project. Nothing herein shall be construed to waive the requirement that construction
financing be obtained prior to commencement of development of the Project.
Section 5. The ground lease agreements shall include provisions requiring that the
property automatically revert to the City of Miami in the event that the Developer fails to obtain
building permits for the Project within three (3) years following execution of the lease
agreements unless extended by the City Commission.
Section 6. The ground lease agreements shall require the Developer to pursue
development of the Project in good faith and to use commercially reasonable efforts to obtain all
1 The herein authorization is further subject to compliance with all legal requirements that may be
imposed, including but not limited to those prescribed by applicable City Charter and City Code
provisions.
necessary governmental approvals and financing as promptly as practicable following execution
of the lease agreement.
Section 7. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the
City Manager's determinations, findings, and recommendations, attached and incorporated as
Exhibit "C," pursuant to Sections 29-B(a) of the City Charter are ratified, approved, and
confirmed and the City Commission hereby waives the requirements for said procedures.
Section 8. The City Manager is authorized' to negotiate and execute the ground lease
agreements, and any amendments, extensions, or related documents, all in a form acceptable
to the City Attorney.
Section 9. This Resolution shall become effective immediately upon adoption and the
signature of the Mayor.2
APPROVED AS TO FORM AND CORRECTNESS:
rge Wy ng III, C y ttor;.-y 4/14/2026
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.
EXHIBIT "C"
LEGAL DESCRIPTION OF PROPERTY
FOLIO
LEGAL DESCRIPTION
01-4138-003-2240
Lot 15, less the South 10 feet, Block Q, RIVERVIEW, according to the
Plat thereof, as recorded in Plat Book 5, Page 43, Public Records of
Miami -Dade County, Florida.
01-4138-003-2250
Lot 16 and 17, less the South 10 feet, Block Q, RIVERVIEW, according
to the Plat thereof, Public Records of Miami -Dade County, Florida.
01-4138-003-2260
Lots 18 and 19, less the South 10, in Block Q, RIVERVIEW, according to
the Platthereof, as recorded in Plat Books, Page 43, Public Records of
Miami -Dade County, Florida.
01-4138-003-2270
Lot 20, less the South 10feet, Block "Q", RIVER VIEW, a ccordingto the
Plat thereof, as recorded in Plat Book 5, Page 43, Public Records of
Miami -Dade County, Florida.
01-4138-003-2280
Lot 21, Less the South 10feet, Lot 22, less the South 10feet, Block"Q",
RIVERVIEW, according to the Plat thereof, as recorded in Plat Book5,
Page 43, Public Records of Miami -Dade County, Florida.
01-4138-003-2150
Lot4, Block Q, RIVERVIEW, accordingto the Plat thereof, as recorded
in Plat Book5, Page 43, Public Records of Miami-DadeCounty, Florida.
EXHIBIT "D"
ANTI -HUMAN TRAFFICKING
AFFIDAVIT
1. The undersigned affirms, certifies, attests, and stipulates as follows:
a. The entity is a non -governmental entity authorized to transact business in the State of
Florida.
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
(2025).
c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes
(2025), titled "Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services as defined in
Section 787.06, Florida Statutes (2025).
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 or a representative of the nongovernmental entity authorized to execute
this Anti -Human Trafficking Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Nongovernmental Entity: -I-A 1 P `�
Name: `Choe\ SuecAne:, Office Title: (DoCle �C c *c*-\ \`C`c‘c-
Signature of Officer: J
Office Address: 2(10\ Cor\c)co Ne'I)02 SU; b� \Akcams\ \33
Email Address: Tn. tthvc"OsWe0`0(3 Main Phone Number: c\k-k-1O\-S\OC)
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