HomeMy WebLinkAbout2019-006-408 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{. P 4WI Irl
:s<sol&OMS ISPUIS '£l
'aNfIdoippq-u=nb-2q
onal 02 Aaasaaatr sq Aare ea 900pd*=!auolBPPu PPI oe Up"mA MUOM'aal *Wig W"30 nieft opiA oqL el
'I'I V.L"PY Pug
bid:stuoaraunbw Pard IW Wm=Mlft=soda mod azOz8lam V&Pan9 aq Ulm sWaunsroPao Smaono1 mU I 1
'141*:gmw m 4mm,4a p loay}of s%amm log Uan km pus:upaaag
poquosop pusl aR BuWas nu&%o 5s810 vwov Ss.jmNm'mumNU mmat,Sus Aq sa:j&=j% vo2mW aol&m ppdLm
xS lkpogmr lsod 10 29RDh%L.%'4*+M 3O MAT a! ''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