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HomeMy WebLinkAboutR-79-0849RESOLUTION NO. 7 9- 8 4 9 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED AGREEMENT BETWEEN THE CITY OF MIAMI AND DADE COUNTY, FLORIDA, PROVID- ING FOR THE EXCHANGE OF VARIED INTERESTS INCLUD- ING FEE SIMPLE TITLE TO CERTAIN PROPERTIES OWNED BY EACH OF THE GOVERNMENTAL UNITS, PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN SAID AGREEMENT, WITH THE CITY'S OBLIGATIONS UNDER SAID ATTACHED AGREEMENT BEING SUBJECT TO THE CONTINGENCY THAT THE COUNTY COMMISSION AGREE THAT UPON THE FAILURE OF THE CITY TO OBTAIN COUNTY APPROVAL WITHIN 6 MONTHS FOLLOWING SUBMISSION OF THE CITY'S PLAN FOR DEVELOPMENT OF LAND ON VIRGINIA KEY, TITLE TO WHICH HAS BEEN GIVEN BY THE COUNTY UNDER PARA- GRAPH 9 OF SAID AGREEMENT, THE COUNTY WILL GIVE THE CITY OTHER LAND COMPARABLE IN DOLLAR VALUE TO SAID VIRGINIA KEY LAND. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute the attached Agreement between the City of Miami and Dade County, Florida, providing for the exchange of varied interests including fee simple title to certain properties owned by each of the governmental units, pursuant to the terms and conditions set forth in said Agreement. Section 2 The City's obligations under the attached Agreement are contingent on the County Commission's agreement that upon the failure of the City to obtain County approval within 6 months following submission of the City's plan for development of land on Virginia Key, title to which has been given by the County under paragraph 9 of said Agreement, the County will then give the City other value to said Virginia Key land. PASSED AND ADOPTED ATTEST: C ji; & l 2j RALH G. ONGIE CITY CLERK PREPARED AND APPROVED BY: ROBERT F. CLA K, ASSISTANT CITY ATTORNEY this land comparable in dollar 5th day of December, 1979. "DOCU M14T I_NUEX ITEM NO. Maurice A. Ferre MAYOR RGF. CITY L TTO 11 AS TO FORM AND CORRECTNESS: CITY COMMISSION MEETING OF DEC 51979 79-84 LAND EXCHANGE AGREEMENT THIS LAND EXCHANGE AGREEMENT, made and entered -into, this day of. December, 1979, by and between Dade County, a political subdivision of the State of Florida, hereinafter referred to as the '"COUNTY", and the. City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as the "CITY". W I T N E S S E T H: WHEREAS, the CITY owns in fee simple absolute 296.45+ acres of land commonly known as Lummus Island; and WHEREAS, the COUNTY has applied conveyance of Lummus Island from the CITY; and the CITY for WHEREAS, the CITY has requested transfer of certain parcels of land owned by the COUNTY; and WHEREAS, Chapter 125.38, Florida Statutes permits. the conveyance of County -owned real property ity, to a municipal - NOW, THEREFORE, IN CONSIDERATION of the mutual cov-. enants hereinafter set forth, it is understood and agreed as follows: 1. It is hereby warranted by the CITY and acknowledged by the parties hereto that the CITY is presently fee simple owner of approximately 296.,45+ acres of upland and submerged bay bottom land commonly known as Lum- mus Island located within the confines of Biscayne Bay and lying directly east of the now existing Port of Miami on. Dodge Island, all within Dade County, Florida, and more particularly described by survey sketch and legal de- scription attached hereto and made a part hereof as Exhibit A. or tGINfl1. qcoioNwt Within thirty (30) days from the date of execution of this Agreement by both parties, the CITY hereby agrees to deed, exchange, transfer, release and assign good, market- able, and insurable fee simple absolute title to that cer- tain parcel of property known as Lummus Island, described in - Exhibit A hereto, to the COUNTY, its successors and assigns, by General Warranty Deed. Said deed shall contain language substantially similar to the following reverter provision. The CITY grants all the real property noted in this. deed to the COUNTY so long as the COUNTY utilizes said property for a Seaport and associated uses. In the event that the COUNTY does not use the property for a Seaport or associated uses or con- veys or attempts to convey all or a portion Of the . property, then all the property described herein. will revert back to the CITY:or its successors or assigns at the option of the CITY. The parties recognize that upon acquisition of said Lummus Island property, the COUNTY intends to initiate the, planning and development of said property as an extension of the Dade County Dodge Island Seaport. Such planning and`de- velopment will require regulatory permit authority by the CITY and such approval shall not be unreasonably withheld. If the COUNTY cannot develop the property as an extension of Dodge Island Seaport due. -to any action or inaction by the CITY then, following the adoption of a resolution by the Board of County Commissioners declaring that the expansion project has terminated as a result of CITY action or inaction, this Agreement will become null and void, except that all properties conveyed pursuant to this Agreement. "shallrevert back to their respective grantors without the necessity for any further action by any party. This '— provision shall not prohibit the parties from evidencing the reconveyance by appoprfate instrument. 2. Upon request by the CITY, simultaneously with the COUNTY's receipt of title to the property described in Exhibit A of this Agreement, the COUNTY shall convey to the CITY, by County Deed, the property known as THE LAWRENCE ES- TATE LAND COMPANY, LOT 16, more particularly described by legal description attached hereto and made a part hereof as Exhibit B. Said deed shall contain language substantially 2 similar to the following reverter provision: The COUNTY grants all the real property noted in this Deed to the CITY so long as the CITY utilizes said property for general public purposes. ,In the event that the CITY does not use the property for a general public purpose, or conveys or attempts to convey all or a portion of the property, then all the property described herein will revert back to the COUNTY or its successors or assigns at the op tion of the COUNTY. 3. Upon .request by the CITY,• simultaneously with the COUNTY's receipt of title to the property described in Exhibit A of this Agreement, the COUNTY shall convey to the CITY, by County Deed, the property known as THE CORNER OF 12 AVENUE AT 11 STREET, more particularly described by legal description attached hereto and made a part hereof as Ex- hibits C(1) and C(2). Said deeds shall contain language substantially similar to the following reverter provision: The COUNTY grants all the real property noted in this Deed to the CITY so long as the CITY utilizes said property for general public purposes. In the event that the CITY does not use the property for a general public purpose, or conveys or attempts to convey all or a portion of the property, then ali. the property described herein will revert back to the COUNTY or its successors or assigns at the op- tion of the COUNTY. The CITY agrees to provide easements to any part of the property described in Exhibit C(2) to the appropriate public agency necessary for utility or roadway improvements„ at no cost to that public agency. The CITY agrees not to make any building improvements to the property legally d scribed in Exhibit C(2). 4. Upon request by the. CITY, following the COUN- TY's receipt of title to the property described in Exhibit A of this Agreement, the COUNTY shall convey to the CITY, by County Deed, a portion of BLOCK 95N, DOWNTOWN GOVERNMENT CENTER, more particularly described by legal description at- tached hereto and made a part hereof as Exhibit D. The CITY shall reimburse the COUNTY for the cost of demolition of all structures on the property not to exceed. Thirty Thousand Dollars ($30,000.00). Said deed shall contain language sub- stantially similar to the following reverter provision: 3 The COUNTY grants all the real property noted in this Deed to the CITY as tong as the CITY utilizes said property for a City Administration Building and associated use. In the event that the. CITY does not use the property for a City Administration Building-, or if the.CITY fails to comply with the provisions of paragraph 4 of the Land Exchange Agreement between Dade County and the City of Miami dated December_ , 1979, or "conveys or attempts to convey all or a portion of the property,- then all the property described herein will revert back to the COUNTY or its successors or assigns at the op- tion of the COUNTY. The CITY agrees that such Administration Buil ding shall be designed and constructed in conformance with the Master Plan for the Downtown Government Center and shall be architecturally compatible with the other facilities con- structed or to be constructed in the Downtown Government center. The. CITY agrees to participate with a Downtown Government Center Architectural Review Board composed of one representative appointed by the CITY, one representative appointed by the COUNTY, and one representative appointed by the aforementioned two representatives to approve the arch- itectural compatibility of future City facilities with the other facilities constructed or to be constructed in the Downtown Government Center and to approve that ,future City improvements conform with the Downtown Government Center Master Plan. 5. Upon request by the CITY following the COUNTY's receipt of title to the property described in Exhibit A of this Agreement, and after CITY has demonstrated to the COUN- TY that it is prepared to construct an approximately 1,000 space multi -storied public parking garage and associated structures, the COUNTY shall convey to the CITY, by County Deed, the property known as a portion of BLOCK 108N, DOWN- TOWN GOVERNMENT CENTER, more particularly described by legal description attached hereto and made a part hereof as Ex- hibit E. Said deed shall contain language substantially similar to the following reverter provision: The COUNTY grants all the real property noted in this Deed to the CITY so long as the CITY'uttlizes said property for a Multi -Storied Public Parking Garage. In the event that the CITY does not use the property for a Multi -Storied Public Parking 4 Garage, or if the CITY faits to comply with the provisions of paragraph 5 of the Land Exchange Agreement between Dade County and the City of Miamt dated December , 1979, or conveys or attempts ,to convey all or a portion of the property, then all the property described herein will revert back to the COUNTY or its successors or assigns at the op- tion of the COUNTY. The CITY agrees that such an approximately 1,000 space Multi -Storied Public Parking Garage and associated structures shall be designed and constructed in conformance with the Master Plan for the Downtown Government Center and shall be architecturally compatible with the facilities constructed or to be constructed in the Downtown Government Center. The CITY agrees to participate with a Downtown Government Center Architectural Review Board composed of one representative appointed by the CITY, one representative appointed by the COUNTY, and one. representative appointed by the aforementioned two. representatives to approve the architectural compatibility of future CITY facilities with the other facilities constructed or to be constructed in the Downtown Government Center and to approve that future CITY improvements conform with the Downtown Government Center Master Plana other 6. Upon request by the CITY, following the COUN- TY's receipt of title to the property described in Exhibit A of this Agreement, and not. sooner than thirty (30)'dayst following receipt of the proceeds from the next scheduled Dade County Seaport Bond sale, the CITY shall` convey to the COUNTY and the COUNTY will accept the property known as BLOCK 88N, DOWNTOWN GOVERNMENT CENTER, less that portion occupied by permanent building structures more particularly described by legal description attached hereto and made a part hereof as Exhibit r and to be verified by field survey prior to conveyance. At the time of conveyance, and in consideration of the conveyance, the COUNTY shall pay to the CITY the sum of approximately One Million Two Hundred Thousand Dollars ($1,200,'000.00), which represents the CITY's actual direct land acquisition purchase cost for the 5 property known as BLOCK 88N, DOWNTOWN GOVERNMENT CENTER, less the cost of any portion of the propertyupon which the CITY has constructed a building. The actual direct land` acquisition purchase cost is hereby defined to exclude all' costs ancillary to the acquisition of the property Such as, but not limited to appraisal costs, documentary taxes, surtaxes, admistrative costs, legal fees and tax prorations, and to include only the sum paid directly to the prior owner for the real estate acquired. Prior to the conveyance, the CITY shall make available to the COUNTY its books and records pertaining to the acquisition cost of the property legally described in Exhibit F. 7. Upon the COUNTY's finding of satisfactory com- pletion of the provisions of paragraphs T and 6 above, and after the CITY has demonstrated to the COUNTY that it is prepared to construct an approximately1,500 space multi storied public parking garage, the COUNTY shall the CITY., by. County Deed, the property known as BLOCK 88N, DOWNTOWN GOVERNMENT CENTER, more particularly .described by legal description attached hereto and made Exhibit F. Said deed shall contain language similar to the following reverter provision:. The COUNTY grants all the real property noted in this Deed to the CITY so long as the CITY utilizes said property for a Multi -Storied Public Parking. Garage. In the event that the CITY does not use the propertyfor a Multi -Storied Public Parking Garage, or if the CITY fails to comply with the provisions of paragraphs. 6 and 7 of the Land Ex change Agreement between Dade County and the City of Miami dated December , 1979, or conveys or at- tempts to convey all or a portion of the property, '— then all the property described herein will revert back to the COUNTY or its successors` or assigns at the option of the COUNTY. convey a part hereof as substantially The CITY agrees that such an approximately 1,500 space Multi -Storied Public Parking Garage shall be designed. and constructed in conformance with the Master Plan for the Downtown Government Center and shall be architecturally com- patible with the other facilities constructed or to be con- structed in the Downtown Government Center. The CITY agrees 6 • to participate with a Downtown Government Center. Atch- itectural Review Board composed of one representative air pointed by the CITY, one representative appointed by the aforementioned two representatives to approve the arch itectural 'compatibility of future CITY faciities with the other facilities constructed or to be constructed in, the Downtown Government Center and to approve that future CITY improvements conform with the Downtown Government Cen- ter Master Plan. 8. It is mutually recognized by the parties that all new roads to be constucted Center pursuant in the Downtown Government the Downtown Government Center Master. Plan will be provided by. the COUNTY. It is recognized by the parties that at the time of any road closing .either the CITY or the COUNTY will be the abutting property owner of any road that is closed. It is further agreed by the CITY and the COUNTY that they shall allow any existing utility easements to remain on or in the property subsequent to ti- tle to the property being vested in either the CITY or the COUNTY. If any utility easement or utility need be re- located by virtue of construction undertaken by either the, CITY or the COUNTY, the party constructing the improvement necessitating the relocation of the easement or utilities shall bear the cost of relocating said easement and utilities. the 9. In consideration of the CITY conveying. to the NTY thproperty described in Exhibit A of this Agree- ment, the COUNTY, following a public hearing by the Board of County Commissioners; agrees to provide easements or County Deeds to County -owned lands for the reasonable and compatible development of a portion of VIRGINIA KEY as a. public park, either as set forth in Exhibit C or as subsequently modified. The COUNTY agrees not to convey or renew any interest to the property as set forth in Exhibit G without concurrence from the CITY until such time as the 7 • • COUNTY has provided the necessary easements or County Deeds to the CITY. It is mutually understood and agreed that this commitment on the part of the COUNTY is wholly contingent and dependent upon the COUNTY's ability and legal power to meet the CITY's requests. The COUNTY will not unreasonably. withhold any and all property necessary for public use ac cording to the CITY plan. 10. Simultaneously with the COUNTY's receipt of ti tle to the property described in Exhibit A of this Agree- ment, or thereafter as requested by the CITY, the COUNTY shall convey to the CITY, by County Deed, the property known as BECKHAM HALL AND METRO ANNEX, more particularly described' by legal descriptions attached hereto and made a part hereof as Exhibits H(1), H(2), and H(3). Said deeds shall contain language substantially similar to the following reverter provision: The COUNTY grants all the real property noted in this Deed to the CITY so long as the CITY utilizes said property for a Baseball or Sports Complex or associated uses. In the event that the CITY either does not use the ,property for a Baseball or Sports Complex or associated uses, or conveys or attempts to convey all or a portion of 'the property, then all the property described herein will revert back to the COUNTY or its successors or assigns`at the option of the COUNTY.` The CITY hereby agrees: to allow the COUNTY, its: successors, designees, assignees, agents, or peacefully and quietly. lessees enjoy the subject premises and all parts thereof free of -eviction or disturbance by the CITY, its successors, designees, assignees, agents, or lessees, for a period of two (2) years from receipt of title to the property described in Exhibits H(1), H(2), and H(3) attached- hereto. Should the CITY require the property for its own public use after the beginning of the third year and prior to the beginning of the sixth year, following receipt of the title to the property described in Exhibit H(1), H(2), and H(3), the CITY agrees to provide at no cost to the COUNTY for the next three (3) years thereafter, facilities ac-' S ceptable to the COUNTY for those agencies occupying the Land and buildings described in Exhibtts H(L), H(2) and H(3). The CITY agrees to be responsible for all reasonable re- location costs incurred by the COUNTY, or its lessees. Should the CITY desire the property for public use beginning in the sixth year following receipt of title to the property described in Exhibit H(1), H(2), and H(3), and thereafter, and upon ninety (90) days written notice, the COUNTY hereby. agrees to surrender the premises to the CITY. Any equip- ment, fixtures, furnishing, personal property in or on the subject. premises which the COUNTY desires to retain shall be and remain the property of ,the COUNTY. The CITY shall not withhold the right of the COUNTY to enter said premises for the purpose of removing such equipment, furnishings-, personal property. In consideration of the:COUNTY 's conveying to CITY the property described in Exhibits H(1), H(2), and H(3) attached hereto, the CITY agrees to provide the COUNTY buil- ding space of approximately 10,000 square feet at a facility acceptable to the COUNTY on the property described in Ex- hibits H(1), H(2), and.H(3) hereto or contiguous thereto. Such space shall be provided to the COUNTY by appropriate lease agreement in perpetuity at no cost or rent to the COUNTY as long as the COUNTY occupies such space for use as an Auto Tag Agency and related storage. 11. Simultaneously with the COUNTY's receipt "title to the property described in Exhibit A of this ment, or upon request by the CITY thereafter, the COUNTY 7' shall convey to the CITY by County Deed the property known as THE PARKING STORAGE LANES FOR THE CENTRAL MIAMI MOTOR VEHICLE INSPECTION STATION, more particularly described by legal description attached hereto and made a part hereof as Exhibit 1(1). Simultaneously with the CITY's receipt of the title to the property legally described in Exhibit 1(1) of this Agreement, the CITY agrees to provide the COUNTY with a' use easement for the property'as the parking.and storage 9 Agree- lanes for the Central Motor Vehicle Inspection Station. For any easement provided by the CITY for Motor. Vehicle Inspec. tion Station parking and storage lanes, the CITY agrees that one-half (1/2) hour prior to the opening of the Motor Vehi- cle Inspection Station each day it will vacate and remove from the site all vehicles and property on the site. If and when the CITY requires the property de- scribed in Exhibit I(L) for construction of a new Baseball Stadium or Sports Complex, and prior to the time that the CITY rescinds the COUNTY's easement to the property de- scribed in Exhibit I(1) , the CITY agrees to provide the COUNTY an easement for the use of the CITY -owned property described in Exhibit 11(2) attached hereto for parking and storage lanes for the Motor Vehicle Inspection Station. The property made available by the CITY in Exhibit H(2)'ofthis agreement will be vacant of all structures and appropriately paved and fenced for parking and storage lanes for the Motor Vehicle Inspection Station in conformance with COUNTY re- quirements and CITY Code. If the CITY does not have title to the property described in Exhibit H(2), then the CITY agrees to pay the cost for both the demolition of the structures located on that property and for the paving of the property described in Exhibit H(2). If and when the CITY requires title to the property legally described in Ex- hibit I(2) of this Agreement, the COUNTY shall provide the CITY with a County Deed to the property in exchange for both (1) a suitably zoned site for a Motor Vehicle Inspec- tion Station located within the service area of the existing Central Station and (2) one-half the funds necessary for the construction and equipping of a replacement Motor Vehicle Inspection building of equivalent size and capacity. Conveyance of the title to the property legally described in Exhibit I(2) of the Agreement shall take place following the payment by the CITY of the CITY' s share of the funds necessary for the construction and equipping of the replacement Motor Vehicle Inspection Station and following 10 commencement of the station's operation. The COUNTY agrees that if both the State of Florida and Dade County abolish the Motor Vehicle Inspection Program, the COUNTY shall convey to the CITY, at the request of the CITY, by County Deed, title to the property described in Exhibit I(2). 12. Following the COUNTY's receipt of title to the property described in Exhibit A of this Agreement and within thirty (30) days upon written request by the CITY after January 1, 1980, the COUNTY will begin the land disposition process as required by Federal law in order for COUNTY to convey to the CITY, the property known as LOTS 11-16 IN BLOCK 67N OF KNOWLTON's MAP OF NORTH MIAMI, more particularly described by legal description attached hereto and made a part hereof as Exhibit J. The COUNTY will use due diligence in attempting to convey the property to the CITY. The COUNTY Deed shall contain language substantially similar to the following reverter provision: The COUNTY grants all the real property noted in this Deed to the CITY so long as the CITY utilizes said property for a surface parking lot. In the event that the CITY does not use the property for surface parking lot, or conveys or attempts to con- vey all or a portion of the property., then the property described herein will revert back to the COUNTY or its successors or assigns at the option of the COUNTY. The parties recognize that it is the intention of the COUNTY and the County -wide Handicapped Committee for the County to develop the property described in Exhibit J as a Center for Survival and Independent Living facility (known as "Center"). If at any time between the execution of this Agreement by the parties and March 1, 1980 the County -wide Handicapped Committee can demonstrate to the COUNTY that 'operating funds are available, then the commitment t.o trans- fer the property legally described in Exhibit J is null and void. It is 'further agreed by the parties that if at any time following the conveyance of the property to the CITY and prior to the time that the CITY has developed the property as a surface parking lot and if operating and de- 11 delopment funds are available_ for a Center for Survival and Independent Living, the CITY will consider conveying the property back to either the COUNTY or to the appropriate public agency developing the Center. 13. Simultaneously with the COUNTY's receipt of title to the property described in Exhibit A of this Agree ment, the CITY shall convey to the COUNTY, by General War- ranty Deed, the property known as the STOCKADE, more particularly described by legal description attached hereto and made a part hereof as Exhibit K(1). Said deed shall contain language substantially similar to the following reverter provision. The CITY grants all real property noted in this deed to the COUNTY so long as the COUNTY utilizes said property for a Detention, Rehabilitation, Stockade Correction Program or associated uses. In the event that the COUNTY does not use the property for a Detention, Rehabilitation, Stockade Cor- rection Program or associated uses or conveys or attempts to convey all or a portion of the property,then all the property described herein will revert back to the CITY or its successors or assigns at the option of the CITY. If at any time the COUNTY is able to relocate the City Horse Farm located adjacent to the property described in Exhibit K(1) to a mutually agreeable location, or if for any period two years, the CITY does not maintain property as a horse farm, the CITY agrees- to convey to the COUNTY, by General Warranty Deed the property currently known as the STOCKADE ADDITION, more particularly described" by legal description attached hereto and made a part hereof as Exhibit K(2). Under no circumstances will the COUNTY deny access to any CITY property in and around the STOCKADE. 14. Simultaneous with the COUNTY':s receipt of ti- tle to the property described in Exhibit A of this Agreement, the COUNTY shall convey to the CITY by County Deed the property known as WILLIAMS PARK AND POOL, more particularly described by legal description attached hereto and made a part hereof as Exhibit L. The CITY agrees to maintain and operate the facility as a park and pool at at least the same level of service that is currently being provided by the CITY at other parks and pools. 12 4 15. Except for the recordation of the deed de- scribed in paragraphs 1 and 13 hereof, any and ail document ary stamps or recording fees which shall be due as a result of any conveyance under this Land Exchange Agreement shall be paid by the CITY. 16. This Land Exchange Agreement contains the en- tire Agreement between the parties hereto and all previous negotiations leading thereto and it may be modified only by an Agreement in writing signed and sealed by CITY and COUN- TY. 17. It is understood and agreed between the parties hereto that written notice addressed to COUNTY and mailed Certified Mail Return Receipt Requested to the County Manager, Dade County Courthouse, Miami, Florida 33130, shall provide sufficient notice to the COUNTY and written notice addressed to CITY and mailed Certified Mail Return Receipt Requested to the City Manager, City of Miami, City Hall, Miami, Florida, shall constitute sufficient notice to the CITY to comply with the terms of this Agreement. Notices as provided herein in this paragraph shall include all notices required in this Agreement or required by law. 18. Subject to the terms, conditions and covenants of this Agreement, it is recognized by the parties, that the respective properties shall remain peaceably held and 'enjoyed without hindrance or interference until such times as the properties are conveyed. Unless otherwise noted '— herein, all properties are to be conveyed in as good con- dition as they now are except for normal wear and damage the elements. by 19. If any paragraph, section, subsection, sentence, clause or provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected by such invalidity; provided, however, that if the 13 transaction described in paragraph 1 hereof is not consummated, then and in that event this Agreement shall become null and void. 20. If for any reason except as noted in paragraph 1 of this Agreement, and for a term of three (3) years from the date of execution of this Agreement by both parties-, the COUNTY is unable to develop the property described in Exhibit, A of this Agreement as an extension of the Dade County Dodge Island Seaport, then title to the property described in Exhibit A of this Agreement will be reconveyed back to the CITY and title to the property, if in CITY ownership, described in Exhibits D, F, H(1),H(2), H(3),I(1), and 1(2') will revert back to the COUNTY. 21. Following the initial transfers. between the parties, to wit: the properties described in Exhibits A, B, C(1), C(2), K(1) and L hereof, and if title requested, D, H(1), H(2), H(3), or L(1), then should any party hereto be delayed in or prevented, in whole or in part, from performing any obligation or condition hereunder or from exercising its rights by reason of or as a result of any force majeure, such party shall excused from performing that obligation or condition until such time as it is able. In all other respects, this Agreement, shall remain in full force and effect. 22. It is expressly agreed and acknowledged by -- both parties to this Agreement that no provision of this Agreement is meant or intended to be inconsistent or in con- flict with the power of the parties as set out in the Con- stitution of the State of Florida, the laws of Florida, the Home Rule and City Charters and any ordinance of COUNTY or CITY presently in effect. 23. This Agreement shall enure to andbe binding upon all successors and/or assigns to the parties hereto un- less expressly provided herein. No assignment of this 14 • Agreement or any rights or duties thereunder,. unless ex- pressly provided herein, shall be permitted without the written consent. of the •parties.- 24. This Agreement shalt be executed' in such form as to be recordable in the Public Records of ..Dade County, Florida. IN 'WITNESS. WHEREOF-, the parties hereto have caused this instrument to be• executed by their respective' officials - thereunto duly authorized this• day of December, 1979. DADE COUNTY, FLORIDA ' BY ITS BOARD OF COUNTY COMMISSIONERS (OFFICIAL SEAL) ATTEST: By: RICHARD P. BRINKER, CLERK M. R. STIERHEIM County Manager Bv: Deputy Clerk .(OFFICIAL SEAL) ATTEST': City Clerk THE CITY OF MIAMI, a municipal corporation of the State of Florida By: JOSEPH R. GRASSIE City Manager Authorized by City of Miami Resolution No. Authorized by Dade. County Resolution No. Approved by County Attorney as to form and legal sufficiency Approved by City Attorney as to form and legal sufficiency. 15