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2019-006-408 COMG Sale of City Property to STOQ Development, LLC (See Reso 2017-156-3261) ORDINANCE NO. 2019-006-408 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE SALE OF THAT CERTAIN CITY OWNED PROPERTY MORE PARTICULARLY DESCRIBED IN THE AGREEMENT OF SALE ATTACHED HERETO AS EXHIBIT "A" TO STOQ DEVELOPMENT, LLC IN ACCORDANCE WITH THAT AGREEMENT OF SALE ATTACHED HERETO IN SUBSTANTIAL FORM; PROVIDING FOR INSTRUCTIONS TO THE MAYOR, CITY MANAGER, CITY ATTORNEY AND, CITY CLERK; PROVIDING FOR ADOPTION OF REPRESENTATIONS; REPEALING ALL ORDINANCES IN CONFLICT; PROVIDING A SEVERABILITY CLAUSE,- PROVIDING LAUSE;PROVIDING FOR INCLUSION IN CODE; PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Miami Gardens is the owner of the five acre parcel of land located at 2775 NW 183rd Street, and WHEREAS, the City desires to finalize negotiations and transfer the sale of the property to STOQ Development, LLC (Next Level Basketball) to develop a world-class sports and entertainment complex on the subject property, and WHEREAS, the preliminary design concept was presented to the City Council on October 25, 2017, where Council authorized the City Manager and City Attorney to negotiate an agreement with STOQ Development, LLC to construct and develop the project via Resolution No. 2017-156-3261, and Whereas, the sale of the property will ultimately allow the city to reduce debt obligations attributed to the site, and aligns with the city's vision for a high-end investment that promotes economic development, yields job creation, encourages new businesses, fosters community enrichment, and contributes to the city's ongoing fiscal stability, and 1 Ordinance No. 2019-006-408 WHEREAS, the purchase price for the Property shall be Three Million, Five Hundred, Thousand Dollars ($3.5 million) Dollars, NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas paragraphs are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this Ordinance. Section 2. AUTHORIZATION: The City Council hereby authorizes the sale of that property described in the Agreement of Sale attached hereto as Exhibit "A°to STOO Development, LLC. The City Council further authorizes the Mayor, City Manager, City Attorney and City Clerk to take all steps necessary to effectuate the sale of the property; including drafting any amendments to the Agreement of Sale not affecting price and all closing documents as may be necessary. Section 3: CONFLICT: All ordinances or Code provisions in conflict herewith are hereby repealed. Section 4. SEVERABILITY: If any section, subsection, sentence, clause, phrase or portion of this Ordinance is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions of this Ordinance. Section 5. EFFECTIVE DATE: This Ordinance shall become effective immediately upon its final passage. 2 Ordinance No. 2019-006-408 PASSED ON FIRST READING ON THE 22ND DAY OF MAY, 2019. PASSED ON SECOND READING ON THE 12TH DAY OF JUNE, 2019. ADOPTED AND PASSED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON THE 12TH DAY OF JUNE, 2019. By: (( '< < OLIVER GILBERT, III, MAYOR ATTEST: V !) ;ZA (SEAL) MARIO BATAILLE, CITY CLERK REVIEWED BY: SONJA KNIGHTON DICKENS, ESQ., CITY ATTORNEY SPONSORED BY: CAMERON D. BENSON, CITY MANAGER Moved by: Vice Mayor Harris Second by: Councilman Williams VOTE: 7-0 Mayor Oliver Gilbert, III X (Yes) (No) Vice Mayor Rodney Harris X (Yes) (No) Councilwoman Katrina Wilson X (Yes) (No) Councilman Erhabor Ighodaro, Ph.D. X (Yes) (No) Councilwoman Lillie Q. Odom X (Yes) (No) Councilman Reggie Leon X (Yes) (No) Councilman David Williams Jr X (Yes) (No) 3 Ordinance No. 2019-006-408 Page 46 of 519 PURCHASE AGREEMENT WITH STOQ DEVELOPMENT,LLC THIS PURCHASE AGREEMENT (hereinafter "Agreement" or "Purchase Agreement") is made the last day executed below("Effective Date")by and between the City of Miami Gardens, a municipal corporation having an office at 18605 NW 27th Ave. Miami Gardens, Florida 33056, (hereinafter "Owner") and STOQ Development, LLC, having an office at 16565 NE 26th Avenue, Apt. 5F, North Miami Beach, Florida 33160 (hereinafter "Developer"), together the Parties. RECITALS WHEREAS, City is the owner of real property located at 2775 NW 183rd Street, Miami Gardens Florida 33056 which is more particularly described in Exhibit "A," attached hereto ("Property"); and WHEREAS, the Developer desires to enter into this Purchase Agreement for the purposes of constructing, maintaining and operating a world-class sports and entertainment complex with a potential development mix to include indoor sporting and tournament facilities, restaurant, retail and event open space, complimented by a multi-level parking garage ("Facility") along with ancillary uses consistent with the Entertainment Overlay District zoning designation; and WHEREAS,City staff recommends that Developer purchase said Property; and WHEREAS,the City Council concurs with the recommendation of City staff and deems it to be in the best interest of the Owner to sell said Property to Developer; and WHEREAS, the Owner and Developer have negotiated an understanding for the prospective purchase of said Property by the Developer,and WHEREAS, Owner and Developer desire to reduce their understanding to writing, as further provided herein; NOW, THEREFORE, IN CONSIDERATION of mutual covenants hereinafter described,the Parties agree as follows: ARTICLE 1 DESCRIPTION OF REAL PROPERTY 1.1 Property. Owner shall sell to Developer approximately 4.92 acres located at 2775 NW 183`d Street, Miami Gardens, Florida 33056 ("Property") more particularly described in Exhibit"A", attached hereto and incorporated herein. Page 1 of 12 Revised 5-29-2019—1:36 P.M. 32517633.3 Page 47 of 519 1.2 Location. Within thirty (30) days of the execution hereof by the Parties, Buyer shall cause a current survey to be prepared at Buyer's expense. The Parties agree to the exact location and configuration of the Property, which shall be subsequently, depicted in a survey, to be attached hereto and substituted herein as Exhibit "B." Such surveyed location shall meet the Owner's zoning and other legal requirements. In the event of any discrepancy between the description of the Property contained herein and the survey,the survey will control. 13 Developer's Purpose and Intended Use: The Developer shall utilize the Property to construct, maintain, operate and support a world-class sports, training and entertainment complex with a potential development mix to include indoor sporting and tournament facilities, public and private services for children and adults, restaurant, office, retail and event space complimented by a multi-level parking garage (collectively the "Facility") and other ancillary uses ("Ancillary Uses") consistent with and subject to the limitation of the Property's Entertainment Overlay District Zoning Designation. 1.4 General Description of Facilities and Ancillary Uses: The Facility and Ancillary Uses are depicted on the concept plan described on Exhibit "C," Pages 1-3, attached hereto, as the same was reviewed and approved by the City Council at its meeting of June 12, 2019, including the density specifications described herein. ARTICLE 2 SALE,DEVELOPMENT AND DEMISE OF PROPERTY 2.1 Sale of Property. Owner hereby sells to Developer and Developer buys from Owner the Property,upon the terms set forth herein. 2.2 Purchase Price & Deposit. The Purchase Price for the Property shall be Three Million Five Hundred and No/100 Dollars ($3,500,000.00). The Developer shall deliver to Eastcor Land Services, Inc. (the "Escrow Agent") upon expiration of the Approval Period, as defined in Section 3.2.2 below, the sum of Seventy Thousand Dollars ($70,000.00) representing the deposit (the "Deposit"). The Deposit shall be credited towards the Purchase Price at Closing and shall be, otherwise, refundable to Developer in accordance with the terms of this Agreement. 23 Closing Date and Location. Closing under this Agreement shall occur sixty(60) days after the site plan approval, (the "Closing Date"), provided that Buyer may elect to close earlier by delivering written notice to Seller specifying the Closing Date. In any event, Closing shall occur no later than November 30, 2019. Closing shall occur at a location mutually agreeable to the parties. 2.4 Transfer of Title_ Upon the Closing Date, as determined pursuant to Section 2.3 hereof: (i), Owner shall execute and deliver a general warranty deed transferring title to the Property to Developer or its assignee, in the form reflected on Exhibit "D," attached hereto and made a part hereof, (ii) Purchaser shall deliver the Purchase Price, less the deposit of$70,000 to Page 2 of 12 Revised 5-29-2019—1:36 P.M. 32517633.3 Page 48 of 519 the title company conducting closing by wire transfer, with instructions to the Escrow Agent to pay the Deposit to Owner; (iii), the parties shall execute and deliver a settlement sheet for this transaction;(iv) Owner shall execute any escrow instructions reasonably requested by Developer or any lender to Developer, and (v) the parties shall execute and deliver such other documents as are customary for a transaction of this nature. Developer and Owner shall each pay one-half of the applicable transfer and recordation taxes and recording fees. Owner shall bear the cost of any outstanding and unpaid real property taxes for the period of time up until the day prior to the Effective Date hereof and Developer shall bear the cost of any unpaid real property taxes accruing from and beginning on the Effective Date 2.5 Representations,Warranties & Covenants of the Parties: (i) Developer's Covenants. Developer represents,warrants and covenants to Owner as follows: As of the date of execution of this Agreement and the Effective Date, Developer shall be a validly formed limited liability company in the State of Florida and properly qualified to do business in Florida, with requisite company authority to conduct the business and operations at the Property, as contemplated herein. (ii) Owner's Covenants. Owner represents and warrants to Developer as follows: (i) Owner has full right and lawful authority to enter into and perform Owner's obligations under this Agreement; (ii) the owner has good and marketable fee simple title to the Property; (iii) Owner has not suffered, incurred or entered into any contracts, leases, tenancies, agreements, restrictions, violations, encumbrances or defects in title of any nature whatsoever which materially adversely affect Owner's right,title and interest in the Property; (iv)if Developer fully discharges the obligations herein set forth to be performed by Developer (taking into consideration any notice and cure period and the right of to cure any default of Developer hereunder), Developer shall have and enjoy, the quiet and undisturbed possession of the Property, free from interference by Owner or any party claiming by,through,or under Owner and (v) Owner shall not encumber the Property with a mortgage, deed of trust, hypothecation or any other imposition, save and accept for ad valorem taxes and special assessments, if any, affecting the Property. ARTICLE 3 TERMS,CONDITIONS,RIGHTS ,CONSTRUCTION, USE,AND DUE DILIGENCE 3.1. Due Diligence. 3.1.1. Inspection Period: Developer shall have until One Hundred and Twenty (120) days after the Effective Date to cause one or more experts and consultants of its choice and at Developer's expense, to (i) inspect the Property and any documents related to the Property, and (ii) examine, survey, obtain engineering inspections and otherwise do that which, in the opinion of Developer, is necessary to determine the condition and value of the Property for the construction and operation of the Project (such one-hundred twenty (120) day period, the Page 3 of 12 Revised 5-29-2019-1:36 P.M. 32517633.3 Page 49 of 519 "Inspection Period"). If Developer is not satisfied with the Property for any reason or no reason, Developer may terminate this Agreement prior to the expiration of the Inspection Period. 3.1.2 Approval Period: Developer shall have sixty (60) days after the expiration of the Inspection Period to seek the zoning, land use, permitting and other changes and approvals (including, at Developer's election, a change of the use or zoning classification of the Property) (collectively, together with any other consents or approvals sought by Developer with respect to the Project, the "Approvals") required or requested by Developer to construct and operate the Project (as such period may be extended pursuant to the terms hereof, (the "Approval Period"). Such Approval Period may be extended by Developer for an additional sixty (60) day period upon notice to and consent of Owner, which consent shall not be unreasonably withheld. If Developer does not receive the Approvals, Developer may terminate this Agreement prior to the expiration of the Approval Period. 3.2 Property Testing: Developer shall be responsible for soil borings, surveys and any other similar or necessary tests,which may be required as a condition of construction and for all expenses related to its improvements, which may thereafter be constructed upon the Property. 3.3 Real Estate Taxes. Developer shall be responsible for making any necessary returns for and paying any and all ad valorem taxes separately levied upon or assessed against any portion attributable to Developer's equitable title to the Property, and all other fees and assessments attributable to the Property. Payment therefor shall be made within thirty(30) days of notice from the Owner. 3.4 Liens. Developer shall keep the Property free from any mechanics' or material man's liens arising out of any work performed, materials furnished to or obligations incurred by or for Developer during any Inspection or Approval Periods. Developer shall, within thirty(30) days following the imposition of any such lien, cause the same to be released or recorded by payment or posting of a proper bond. Developer agrees to indemnify, defend and hold harmless Owner from any such lien from a party claiming by, through or under Developer. No work, which Owner permits Developer to perform on the Property, shall be deemed to be for the use and benefit of Owner by reason of its consent to such work. Owner shall have the right to post notices that it is not responsible for payment for any such work. 3.5 Owner Concessions. Owner shall make its best effort to assist Developer with applying for any applicable grants, including, without limitation, transportation grants which may offset the cost of any off-site improvement required by FDOT or any other applicable agency from the Developer, but Owner shall not be obligated to obtain any of such rights or privileges. 3.6 Removal of Personal Property and Fixtures. Should Developer not purchase the Property after the expiration or other termination of this Agreement, Developer, upon thirty (30) days of the termination of this Agreement, shall remove all personal property and equipment, brought to the property by Developer, from the Property and restore the Property to Page 4 of 12 Revised 5-29-2019-1:36 P.M. 32517633.3 Page 50 of 519 the original condition of the Property on the Effective Date. 3.7. Waste/Nuisance. Developer will not commit or suffer to be committed, any waste or any nuisance on the Property during the term hereof. 3.8. Assignment: Developer may assign and/or transfer its interest in the Property and this Agreement, in whole or in part, and delegate its duties and obligations hereunder so long as any such assignment shall require that the assignee assumes any and all obligations of the Developer hereunder. Developer shall pay Owner a fee of two (2%) percent of the gross sale proceeds for any assignment or transfer of Developer's rights herein to purchase the Property. 3.9. Owner Cooperation. Owner agrees to cooperate with Developer and use diligent and continuous best efforts to assist and "fast track" the project. Such assistance shall include helping the Developer obtain any and all approvals, both with respect to the initial construction of the Project and with respect to any additions to or reasonable expansion of the Project. 3.10. Notices: All notices, communications, demands, requests, consents, approvals and other instruments required or permitted to be given pursuant to this Agreement shall be in writing, signed by the notifying party, or officer, agent or attorney of the notifying party, and will be deemed delivered if served personally, including but not limited to delivered upon mailing by registered or certified mail, or by a recognized courier service that provides proof of delivery, addressed to the party for whom it is intended and the remaining party, at the places last specified within ten (10) calendar days. The places and contacts for giving notice shall remain as such until they have been changed by written notice in compliance with the provisions of this section. For the time being, the Owner and the Developer designate the following respective places and contacts for giving of notice: TO OWNER: City of Miami Gardens Attn: Cameron Benson,City Manager 18605 NW 27th Avenue,3`d Floor Miami Gardens,FL. 33056 With Copy to: City of Miami Gardens Attn: City Attorney, Office of City Attorney 18605 NW 27th Avenue, 3`d Floor Miami Gardens, FL. 33056 TO DEVELOPER: STOQ Development, LLC Attn: Andrey Parsegov, Member 16565 NE 26th Avenue,Apt. 5F North Miami Beach,FL 33160 Office: XXXXXXXXXX Page 5 of 12 Revised 5-29-2019—1:36 P.M. 32517633.3 Page 51 of 519 With a Copy to: Bruce Hornstein,Esq. Bruce Hornstein,P.A. 6961 Indian Creek Drive Miami Beach,FL 33141 (305) 397-8476 office (305) 713-1158 facsimile (305)586-5225 cell phone BhomsteinAhomsteinpa.com email The address to which any notice, demand, or other writing may be delivered to any party as above provided may be changed by written notice given by the party, as above provided. 3.11. Indemnification. Developer agrees to defend, indemnify, save and hold harmless the Owner and its officers, agents and employees from any claim, demand, suit, loss, cost or expense for any damages which may be asserted, claimed or recovered against or from Owner or its officers, agents, or employees by reason of any damage to property or personal injury, including death and which damage, injury or death arises out of or is connected with Developer's performance of this Agreement and/or Developer's acts or omissions, except to the extent arising out of any act or omission of Owner or any third party and its or their employees. This indemnification shall include any costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claims or the investigation thereof, including appeals. This indemnification shall include any costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claims or the investigation thereof, including appeals. Nothing contained herein shall be deemed a waiver of sovereign immunity by the Owner. The Owner does hereby agree to indemnify and hold harmless Developer, to the extent of the monetary limitations included within Florida Statutes, Section 768.28, subject to the provisions in this act whereby the Owner shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of$200,000, or any claim or judgment, or portions thereof, which, when totaled with all other claims or judgments paid by the Owner arising out of the same incident or occurrence, exceeds the sum of $300,000 from any and all personal injury or property damage claims, liabilities, losses and causes of action which may arise as a result of the negligence of the Owner. However, nothing herein shall be deemed to indemnify the Developer from any liability or claim arising out of the Developer's negligent performance or failure of performance of the Developer or as a result of the negligence of any unrelated third party. 3.12. Insurance Requirements. Developer shall obtain and submit proof of insurance coverage as, the attached form and substance of which in Exhibit"E"herewith shall be required by the Owner's Risk Management Division during its tenancy. Page 6 of 12 Revised 5-29-2019-1:36 P.M. 32517633.3 Page 52 of 519 (a) Developer shall obtain Certificates of Insurance and endorsements reflecting evidence of the required insurance coverage as required by the Owner and as detailed in Exhibit "E" incorporated by reference herein and shall annually provide updated Certificates of Insurance to the Owner's Risk Management Division upon expiration of the preceding coverages. These certificates shall contain a provision stating that coverages afforded under these policies will not be canceled until at least forty-five (45) days prior written notice has been given to the Owner. Policies shall be issued by companies with an "AV-1" financial rating according to the "Best Key Rating Guide"which are authorized to do business under the laws of the State of Florida. (b) Developer shall name the Owner as Additional Insured on each of the policies required herein, except Workers Compensation and Employer's Liability. Any insurance required of Developer pursuant to this Agreement, must also be required by any contractor and subcontractor or sub-licensee in the same limits and with all requirements as provided herein, including naming the Owner as an additional insured in any work which is subcontracted unless such subcontractor is covered by the protection afforded by the Developer and provided proof of coverage is provided to the Owner. The Developer and any contractors or subcontractors or sub- licensee shall maintain such policies during the term of this Agreement. (c) Developer shall not allow any contractor or subcontractor to commence work on his contract until all similar such insurance coverage required of the contractor has been obtained and approved. Developer, its contractors, subcontractors and sub-licensees shall maintain throughout the term of this Agreement their respective insurance policies unless otherwise provided for under this Agreement, until the termination of this Agreement and until Developer has restored the Property to its previous condition. 3.13. Compliance With Laws. From and after the Effective Date, Developer will comply with all applicable statutes, laws, ordinances, rules, regulations, lawful orders and requirements of any federal, state, local government and of any other governmental authority or public body ensuing from Developer's use of or equitable title in the Property, including but not limited to,permits and payment of assessments, fees, fines or liens. 3.14. Hazardous Waste. (a) The term "Hazardous Material(s)" will mean any substance, material, waste, gas or particulate matter which is regulated by the local governmental authority where the Property is located, the State in which the Property is located, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or restricted hazardous waste" under any provision of state or local law, (ii) petroleum, (iii) asbestos, (iv) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. §1251 et seq. (33 U.S.C. §1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903), or (viii) defined as a "hazardous Page 7 of 12 Revised 5-29-2019—1:36 P.M. 32517633.3 Page 53 of 519 substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act. 42 U.S.C. §9601 et Seq. (42) U.S.C. §9601). The term Environmental Laws will mean all statutes specifically described in the foregoing sentence and all applicable federal, state and local environmental health and safety statutes, ordinances, codes, rules, regulations, orders and decrees regulating, relating to or imposing liability or standards concerning or in connection with Hazardous Materials. (b) Owner represents and warrants that, to the best of Owner's knowledge, (i) the Property has not been used for the use, manufacturing, storage, discharge, release or disposal of hazardous waste, (ii) neither the Property nor any part thereof is in breach of any Environmental Laws, (iii) there are no underground storage tanks located on or under the Property, and (iv) the Property is free of any Hazardous Materials that would trigger response or remedial action under any Environmental Laws or any existing common law theory based on nuisance or strict liability. If any such representation is in any manner breached during the term of this Agreement (collectively, a "Breach"), and if the Breach gives rise to or results in liability(including, but not limited to, a response action, remedial action or removal action) under any Environmental Laws or any existing common law theory based on nuisance or strict liability, or causes a significant effect on public health, Owner will promptly take any and all remedial and removal action as required by law to clean up the Property, mitigate exposure to liability arising from, and keep the Property free of any lien imposed pursuant to, any Environmental Laws as a result of the Breach. (c) Owner represents and warrants to Developer that Owner has received no notice that the property or any part thereof is, and, to the best of its knowledge and belief,no part of the Property is located within an area that has been designated by the Federal Emergency Management Agency, the Army Corps of Engineers or any other governmental body as being subject to special hazards. (d) The covenants of this Section will survive termination of this Agreement and be enforceable and will continue in full force and effect for the benefit of Developer and its subsequent transferees, successors and assigns, and will survive the term of this Agreement and any renewal periods thereof. 3.16. Termination By Developer. During the Due Diligence provided in Section 3.1 hereof, and up until expiration of the Due Diligence, Developer may terminate this Agreement with prior written notice ("Termination Date") in accordance to the notice provisions in 3.10 of this Agreement without cause under the following circumstances; (i) the Property now or hereafter contains hazardous materials, provided that the presence thereof is not the result of Developer's act or omission or that of its agents, employees, contractors, invitees or guests; (ii) Developer is unable to obtain financing for purchase and/or construction prior to expiration of Due Diligence (iii) or (iv) Owner fails to perform any of the material covenants or provisions of this Agreement or if any representation or warranty contained herein is found to be untrue. Upon termination of this Agreement under any of the above provisions, Developer's subsequent restoration of the Property to its original Page 8 of 12 Revised 5-29-2019-1:36 P.M. 32517633.3 Page 54 of 519 condition as provided in this Agreement, and Developer's vacation of the Property, Developer and Owner shall be relieved of all further liability hereunder, and the Deposit made shall be returned to Purchaser. 3.17 Notice of Default/Cure Period. Should either party default under the terms of this Agreement, the non-defaulting party may terminate this Agreement for cause by providing a ten (10) calendar day written notice to cure to the defaulting party. ARTICLE 4 MISCELLANEOUS 4.1. PROHIBITION AGAINST CONTINGENCY FEES: Developer warrants that it has no employees or retained any person, other than a bona fide employee working solely for Developer, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), corporation, individual or firm, other than a bona fide employee working solely for Developer, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. 4.2. NON-DISCRIMINATION: Developer agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975. Developer will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/family status or status with regard to public assistance. Developer will take affirmative action to insure that all employment practices are free from such discrimination. 4.3. CONFLICT OF INTEREST: Developer agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-11.11, as amended, which is incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. 4.4. DISPUTES: In the event of any dispute arising out of this Agreement, the Parties hereby agree that, prior to the institution of any legal proceedings in any court, that such dispute be first submitted to mediation in Miami-Dade County utilizing the services of a mediator, with mutual selection and with shared expenses as to the reasonable fees for any arbitrator. The mediation conference in such event shall occur within forty-five (45) days of the date in which a party notifies another party of his/her/its desire to mediate any matter or issue. The Parties agree to participate in such mediation in good faith; however, in the event that resolution of such dispute is not reached within forty-five (45) days of the mediation or the Parties thereto do not otherwise agree to a continuance or an adjournment of such mediation proceedings, then any party to such dispute shall thereafter be free to seek appropriate legal or equitable remedies. Page 9 of 12 Revised 5-29-2019—1:36 P.M. 32517633.3 Page 55 of 519 In the event that legal proceedings are instituted to enforce or to interpret the terms of this Agreement, the parties hereby irrevocably waive their right to a trial by jury as to such issues. This jury trial waiver shall in all respects survive the termination of this Agreement. Nothing set forth in this paragraph shall prevent either party from seeking immediate injunctive relief in a court of competent jurisdiction. 4.5. PREVAILING PARTY IN LITIGATION ENTITLED TO ATTORNEYS' FEES: Should any dispute arise hereunder, the prevailing party shall be entitled to recover against the other party all costs, expenses and attorney's fees incurred by the prevailing party in such dispute, whether or not suit be brought, and such right shall include all of such costs, expenses and attorney's fees through all appeals or other actions. 4.6. COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAWS: To the extent required by law, Developer shall comply with the public records laws in accordance with Chapter 119, Florida Statutes. Specifically, Developer agrees to comply with Section 119.070 1, Florida Statutes. Public records shall mean all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency, as'defined in Section 119.011, Florida Statutes, as amended. The Owner shall make the sole determination of which records, if any, are exempt from inspection. Further, as pursuant to Section 119.0701, Florida Statutes, Developer agrees to maintain the records until the completion of the contract. IF THE DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 18605 Northwest 27th Avenue, Miami Gardens, Florida 33056. 4.7. BINDING EFFECT: All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective assigns, successors, legal representatives, heirs and beneficiaries, as applicable. 4.8. CONSTRUCTION: This Agreement and the terms hereof shall be construed in accordance with the laws of the State of Florida,and venue for all actions in a court of competent jurisdiction shall lie in Miami-Dade County,Florida. 4.9. CAPTIONS AND PARAGRAPH HEADINGS: Captions and paragraph headings contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope and intent of this Agreement, nor the intent of any provisions hereof. 4.10 EXHIBITS ARE INCLUSIONARY: All exhibits attached hereto or mentioned herein which contain additional terms shall be deemed incorporated herein by reference. Typewritten or handwritten provisions inserted in this form or attached hereto shall control all Page 10 of 12 Revised 5-29-2019—1:36 P.M. 32517633.3 Page 56 of 519 printed provisions in conflict therewith. 4.11. TIME OF ESSENCE: Time is of the essence of Owner's and Developer's obligations under this Agreement. 4.12. SEVERABILITY: If any section, subsection, term or provision of this Agreement or the application thereof to any party or circumstance will, to any extent, be invalid or unenforceable, the remainder of the section, subsection, term or provision of the Agreement or the application of same to parties or circumstances other than those to which it was held invalid or unenforceable, will not be affected thereby and each remaining section, subsection, term or provision of this Agreement will be valid or enforceable to the fullest extent permitted by law. 4.13. REAL ESTATE BROKER: Owner represents and warrants that Owner has not signed a listing agreement, dealt with or otherwise agreed to pay a broker's commission, finder's fee or other like compensation to anyone in connection with the sale of the Property or the transaction contemplated by this Agreement. 4.14. FURTHER ASSURANCES: Each of the Parties agree to do such further acts and things and to execute and deliver the additional agreements and instruments (including, without limitation, requests or applications relating to zoning or land use matters affecting the permitted uses as the other may reasonably require to consummate, evidence or confirm this Agreement or any other agreement contained herein in the manner contemplated hereby. 4.15. JOINT PREPARATION: The preparation of this Agreement and its counsel have reviewed and had the option to revise this Agreement. The normal rule has been a joint effort of the parties, and the resulting document shall not, solely as a matter of judicial construction to the effect that any ambiguities are to, be resolved or construed more severely against the drafting party will not be employed in the interpretation of this one of the parties than the other. It is the parties' further intention that this Agreement be construed liberally to achieve its intent. 4.16. COUNTERPARTS: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. 4.17. DATE OF AGREEMENT: The Parties acknowledge that certain obligations of Owner and Developer are to be performed within certain specified periods of time,which are determined by reference to the date of execution of this Agreement. The Parties therefore agree that wherever the term "date of execution of this Agreement," or words of similar import are used herein,they will mean the date upon which this Agreement has been duly executed by Owner and Developer whichever is the later to so execute this Agreement. The Parties further agree to specify the date on which they execute this Agreement beneath their respective signatures in the space provided and warrant and represent to the other that such a date is in fact the date on which each duly executed his name. Page 11 of 12 Revised 5-29-2019—1:36 P.M. 32517633.3 Page 57 of 519 4.18. ENTIRE AGREEMENT. No statements, representations, warranties, either written or oral, from whatever source arising, except as expressly stated in this Agreement, shall have any legal validity between the parties or be binding upon any of them. The parties acknowledge that this Agreement contains the entire understanding and agreement of the parties. No modifications hereof shall be effective unless made in writing and executed by the parties hereto with the same formalities as this Agreement is executed. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the last day and year specified below. OWNER: DEVELOPER: CITY OF MIAMI GARDENS STOQ DEVELOPMENT,LLC By: By: OLIVER GILBERT, III, MAYOR ANDREY PARSEGOV, MANAGER Date: Date: ATTESTED BY: CORPORATESEAL MARIO BATAILLE CITY CLERK APPROVED AS TO FORM: SONJA DICKENS CITY ATTORNEY Page 12 of 12 Revised 5-29-2019—1:36 P.M. 32517633.3 Page 58 of 519 EXHIBIT A LEGAL' Page 59 of 519 E XMI IT A LEGALDESCRIMONT Parcel 1: Miarni Gardens Lad. Beginning at the South comer of Lot 127,in Section 4, Township 52 South Range 41 East, according to Survey of MIAMI GARDENS, according to the Plat thereof, recorded in Plat Book 2, Page 96, of the Public Records of Miami-Dade County, Florida, thence North along West boundary of said Lot a distance of 440 Feet; thence East 190 Feet, thence South 440 Feet to the South Line of said Lot;thence west along South line of said Lot, 190 Feet to the Point of Beginning,Less south 15 feet. Parcel 2: Tract 127 less the West 190 Feet of the South 460 feet thereof; less the South 15 Feet thereof, in Section 4, Township 52 South, Range 41 East of MIAMI GARDENS SUBDIVISION,according to the Plat thereof j as recorded in Plat Book 2,Page 96 of the Public Records of Miami-Dade County,Florida. �wsai Page 60 of 519 EXHIBIT B SURVEY Page 61 of 519 AQ =1:3:, �• I � 1 ! 1 •:f. I yy'I 1 '•r I 1 it t�r i 1 1 � 1 1 1• 1 1 f ply V1M.WWMw.1`I ! . �Irlualml!nll IF � fi H 4 Page 62 of 519 EXHIBIT "C" RENDERING Page 63 of 519 S 1 � i x 4 4 � a _WA • ` i ' ;r. it •s' — f 1 V ?�!� Page 64 of 519 IVA- ZIt t 1 a i�►'r Ma � r �; Page 65 of 519 'TI 3 +° OEMe r � f J Page 66 of 519 EXHIBIT"D" WARRANTY DEED Page 67 of 519 This instrument prepared by: James C.Brady,Esq. Saul Ewing Arnstem&Lehr LLP 200 E.Las Qlas Blvd.,41000 Fort Lauderdale,FL 33301 Pare*'identlAcatEaa Number:34-2104-001-0580 WARRAM,'DEED THIS WARRANTY DEED is made and executed this_day of , 2019, by City of Miami Gardens, a Florida municipal corporation(the"0twtor'l whose mailing address is 18605 NW 27th Avenue, Miami Gardens, FL 33056, STOQ Development, LLC, a Florida limited liability company (the "Crrentee'l, whose mailing address is 16565 NE 26th Avenue, Apt. 5F,North Miami Beach,Florida 33180. VVI NIESSETH: That Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Chwih a the real property (the Vmperty'D Iocated in Miami-Dade County, Florida, and more particularly described as: LEGAL DESCRIPTION: Parcel 1: Miami Gardens Lad. Beginning at the Southwest come'of Lot 127, in Section 4, Township 52 South Range 41 East, according to Survey of MIAMI GARDENS, according to the Plat thereof, recorded in Plat Book 2, Page 96, of the Public Records of Miami Dade County, Florida, thence North along West boundary of said Lot a distance of 440 Feet;thence East 190 Fect,thence South 440 Feet to the South Line of said Lot; thence west along South line of said Let, 190 Feet to the Point of Beginning,Less south 15 feet. Parcel 2: Tract 127 less the West 190 Feet of the South 460 feet the=& less the South 15 Feet thereof, in Section 4, Township 52 South, Range 41 East of MIANa GARDENS SUBDIVISION, according to the Plat thereof,as recorded in Plat Book 2,Page 96 of the Public Records of Miami-Dade County,Florida_ TO HAVE AND TO HOLD the same in fee simple forever, subject to the exceptions set forth on Exhibit 1. AND GRANTOR hereby covenants with GranWe that Cnwtm is lawfully seized of the Property in fes simple; that Grantor has good right and lawful authority to sell and convey the property, ,and that Grantm does hereby fury warrant the title to the Property and will defend the same against the lawful claims of all persons whomsoever. M99=1 Page 68 of 519 IN WITNESS WHEREOF, Grantor has caused this Warranty Deed to be executed as of the day and year first written.above. ATTEST: GRANTOR:CITY OF MIAMI GARDENS MAPJ0 PATAILLE, CITE'CLERK: OLIVER G. GILBERT III;MAYOR STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DARE ) The foregoing instrument was aclmowledge before me this day of 2019, by OLIVER G. GILBERT III, Mayor [ ] is personally known to me or [ J has produced as identification. NOTARY PUBLIC, State of Florida Print Name: Commission No.: Commission Expires: 30=2.1 111'9 4puglspFloc (i"W1 L 7o L�1 B X�lSyfdO stuo� E i ''P1W[d`(I"D-'"Q-iwulWdo RuODUE allgnd oR13a 6M CAN IOU "P owl NIPWO m1 PsPJOOW UMMASR A aara=dS WFdS CS PMLM lama 40t1 '41 Npotd'4mmo Woo-lnM)q 3o qw=V allqtd agl;O'tVX 09M '8L£LI xoo9 pn=l MONO m PaPmm dtmt0D aM mlllodom➢Q3o MAN m Pas?aA W-8mourty WVJMUOo 'S! 'upNoU`Aumo'J oM-IuM)V to Wx=y nllgnd aV3o EUV 2ftd'66t1•Z *00 PJOW1[MDWO +aP�f P=OZL6 Ohd`60ZZ 3fOOS PJ=N vDZWO al PPJDWJa[7{. 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''S'd 1661 'qo Aq m amapK)Awnoo Aq pal+,ax*a= c---- -�l .QM WaKJolo+"4uauaoo of 24UF W"S'd'L61 Pao 041'061 9qD M WW"Poral 1a Polu*scall&Y 6 'sp.LtoL3'ApmO WoQ-IuMW jo qm=wilgnd mp;o%akd'L SID g Ad m of PCU SNIIC O wFlem 3o Md mP ao—OR$sa suopa14M Paz sienna Xmx'gaswmg"Op"Voc Z 'olq"Puv oaP lsd lm an gaTgn►`+atilt Pas 606E in(Q%j4 MM Iisjm Umq aqt 'L 'sPuvl gens nt PgW=Vaq puv'=t Pow LklsW4n PO pollll` oHmm qm&qMxq'meq pamsui sp-I apjo uo!gad 4m o3 4aIaeanoa.W WSK Aq vWxM 30 aMS a91 Aq uuslo d!Wmu"mmps AW g oR9nd mB Aq uaoqs M P°!e+at dq pmdmq VaRung 17iMj*1 w agowK mimem jo Togs vawas 103`mag a at Wsw m'oas3 Rvy S 'spr0 w oggnd ap 6q wags lar:slaowasrrado saalsla 10 gaauosea .¢ •salpmW aplo aopaadmq pas rSaAMS Saar ue 4q Pasq=TP aq Nowt gmgm smmm jaglo Sm pus 's�p Doll +CjVumg 's&im"o ' £ -spmw o!KM oqi Aq aet T m uotmmod W oap.=ddo o7ln jo STN Z s7 '*m)-mac nllW d oW,(q srm!l 9ugs!xa "" aa9S ion ala rialsls► waxssass¢latvod:to syxet Pue Cs!!od a!gr 10 atop aw [y�app mart mp Zcg Su.L t :suaad=n 2uVAol 41 aip3o uomaj Aq a%ump t0 mi lsmols amsni on sooP XoRod qU [OZ060 69L16ZL-WdO oN al4lV Nott 42110d S allipap �1J1TOd S��e Ydld -auk°puna aaazjtt q api�l: GG J0 69 aged Page 70 of 519 EXHIBIT "E" INSURANCE REQUIREMENTS Page 71 of 519 INMURANCE REQUIREMENTS All insurance requirements must be met and evidenced to the Owner before delivery of goods and performance of services. Tbc Owner reserves the right but not the obligation to revise any insurance requirement, or reject any insurance coverage, which fail to meet the criteria stated herein at any time. The Owner reserves the right to require Developer to provide and pay for any other insurance coverage the Owner deems necessary, depending upon the possible exposure to liability or loss. 'mese insurance requirements shall not limit the liability of the Developer. Tbc Owner does not represent these types or amounts of insurance to be sufficient or adequate to prorate the Developer's interests or liabilities,but are manly minimums. 1) Workers' Compensation: Coverage is to apply for all pawns Milling this contract for statutory Iimits in compliance with the law of the State of Florida and any applicable Mail l laws. The policy must include Emplo3W Liability with a limit of$1,000,000 each accide4 $1,000,000 oath employee, $1.000,000 policy limit for disease. The Owner will not accept certificates of exemption. Confirmation that Workers Compensation is provided for all persons Milling this contract,whether employed, contracted,temporary or subcontracted is requinxL 2) Commercial General Liability: Occurrence Form Required: Developer shall maintain commercial general liability(CGL) insurance with a limit of not less than $5,000,000 each occurrence. If CGL insurance contains a general aggregate limit, it shall apply separately to this project in the amount of$5,000,000 (Per Project Aggregate). Products and completed operations aggregate shall be$5,000,000. CGI, insurance shall be written on an occurrence form and shall include bodily injury and property damage liability for Property, operation, independent Developers,products and completed operations,contractual liability,broad form property damage and property damage resulting from explosion,collapse or underground(x, c,u)exposures.personal injury and advertising injury. 3) Commercial Automobile Liability:Developer shall maintain automobile liability insurance with a limit of not less than S3,000,0D0 each occurrence for bodily injury and property damage liability. Such insurance shall cover liability arising out of any auto (including owned,hired,and non-owned autos).The policy shall provide contractual liability coverage. 4) Prafeadonal Liability/M:ripractice/Errors or Omissions:Leased design-build professional work such as that provided by architects. enginoors, etc. shall maintain professional liability or malpractice or errors or omissions insurance with limits of$5,000,000 per occurrence. 5) If claims-made the retro date shall be prior or equal to the effi ;6ve date of any contract with the landlord. The coverage shall be renewed or include a'tail" or Discovery,or continuous renewal of coverage for a period of 3 years following the completion of the project. 6) Umbrella or Excess Liability insurance can be utilized to provide the required limits. Coverage si ll be "following form" and shall not be more restrictive tl;ar, 'UW- an denying Page 72 of 519 ll)suranoe policy coverages, including all special endorsements and Owner as Additional Insured states. 7) Builder's Risk; Builder's Risk Insurance is to be purchased to cover subject property under construction for special perils (all risks or equivalent) of loss ('including wind, theft and sinkhole),subject to a waiver of coinsurance,and covering on-site and off-site storage,transit and installation risks,if such coverages are not separately provided. Flood:If property being constructed is located in a Special Flood Hazard Area(SFHA)or flood risk exists,flood insurance must be provided to be provided Deductible:the Developer is responsible for any applicable deductibles. Insured Parties:The Builder's Risk insurance is to be endorsed to cover the interest of all parties,inchiding the Owner and all Developers and subcontractors. In addition,provide the following coverages: a. Waiver of Occupancy Endorsement - coverage should be continued if the Owner to occupies the facility under construction during such activity. b. Machinery / Equipment Endorsement - when the Contrail calls for the installation of machinery or equipment, coverage must be provided during transit, wstailadb% and testing. 34891791v.1 2