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HomeMy WebLinkAboutCRA-R-09-0018 Legislation• • City of Miami Legislation GRA Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 09-00052 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENT(S), AUTHORIZING A PARTIAL SETTLEMENT IN THE CASE OF CITY OF MIAMI AND SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY V. MIAMI-DADE COUNTY, CASE NO. 07-46851 CA 31, IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA, CONVEYING CERTAIN PROPERTY FOR THE EXPANSION OF THE LYRIC THEATER, AND AUTHORING EXECUTION OF AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., REGARDING THE CONVEYANCE OF CERTAIN ADDITIONAL PROPERTY FOR THE EXPANSION OF THE LYRIC THEATER AND CONVEYING CERTAIN PROPERTY TO THE CRA FOR THE PRESERVATION OF THE LYRIC PLAZA. WHEREAS, on December 31, 2007, the City of Miami ("City") and the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") instituted an action against the County, styled City of Miami and Southeast Overtown/Park West Community Redevelopment Agency v. Miami -Dade County, Case No. 07-46851 CA 31, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida, seeking declaratory and injunctive relief on the basis that the County had wrongfully reverted title to Blocks 36, 45, and 56 in Overtown ("reverter litigation"); and WHEREAS, The Black Archives, History and Research Foundation of South Florida, Inc. ("Black Archives") had previously appeared before the Board of Commissioners of the CRA requesting conveyance of certain portion of Block 36 to facilitate the expansion of the Lyric Theater at 819-29 N.W. 2nd Avenue, Miami, Florida; and WHEREAS, in order to allow the Lyric expansion to proceed, the County, the City, and the CRA, and the Black Archives have proposed a settlement involving release of a portion of the property in the reverter litigation, transfer of certain additional property to the Black Archives, and conveyance by the Black Archives to the CRA of certain parcels needed to preserve the Lyric Plaza; and WHEREAS, the Board of Commissioners wishes to authorize partial settlement in accordance with the terms of the documents attached hereto; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA; Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Cur of Miami ni Page 1 of 2 Printed On: 3/24/2009 File Number: 09-00052 Section 2. The Board of Commissioners authorizes partial settlement in the case of City of Miami and Southeast Overtown/Park West Community Redevelopment Agency v. Miami -Dade County, Case No. 07-46851 CA 31, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida, and authorizes execution of an agreement, in substantially the attached form, with The Black Archives, History and Research Foundation of South Florida, Inc., regarding the conveyance of certain additional property for the expansion of the Lyric Theater and conveying certain property to the CRA for the preservation of the Lyric Plaza. Section 3. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU GENERAL COUNSEL Ci1a of Miami Page 2 of 2 Printed On: 3/2-1/2009 • • IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA GENERAL JURISDICTION DIVISION CASE NO.: 07-46851 CA 31 CITY OF MIAMI AND THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, Plaintiff(s), vs. MIAMI-DADE COUNTY, Defendant. / JOINT MOTION FOR ENTRY OF AN ORDER FOR PARTIAL SETTLEMENT OF CLAIMS RELATED TO BLOCK 36 THIS JOINT MOTION is made and entered into by and between Plaintiff CITY OF MIAMI ("CITY"), Plaintiff SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"), and Defendant MIAMI-DADE COUNTY ("COUNTY") in partial settlement of the above -designated suit under the following terms: 1. The CITY, the CRA, and the COUNTY agree to transfer the Property described in Exhibit "A" ("Property") to The Black Archives, History and Research Foundation of South Florida, Inc. ("Black Archives") for the purpose of construction and use of capital additions and improvements to the Lyric Theater in the Historic Overtown Folklife Village. 2. The COUNTY will execute a deed for the Property to the Black Archives, in the form attached hereto as Exhibit "B." CASE NO.: 07-46851 CA 31 • • • 3. The CITY will execute a quit claim deed for the Property to the Black Archives, in the form attached hereto as Exhibit "C." 4. The CRA will execute a quit claim deed for the Property to the Black Archives, in the form attached hereto as Exhibit "D." 5. The COUNTY, the City, and the CRA shall deliver the deeds described in paragraphs 2, 3 and 4, hereinabove to the Black Archives, within twenty (20) days of the "Effective Date" of an Agreed Order (the "Delivery Date"). The CITY, CRA and COUNTY shall deliver the deeds set forth in paragraphs 2, 3 and 4 hereinabove to Assistant County Attorney Debra Herman at the Miami -Dade County Attorney's Office at the Stephen P. Clark Center, 111 N.W. First Street, 28th Floor, Miami, Florida, on a mutually agreeable date. The COUNTY shall deliver the deeds to the Black Archives. 6. Subject to the reverter provisions in Exhibits (B) (C) and (D), the COUNTY, the CITY, and the CRA hereby release each other from all claims relating to the Property. 7. Neither the CITY, the CRA or the COUNTY waive any other claims or defenses it may have in relation to the litigation styled, City of Miami and the Southeast Overtown/Park West Community Redevelopment Agency v. Miami -Dade County, case no.: 07-46851 CA 31 filed in the Circuit Court of the Eleventh Judicial Circuit in and for Miami -Dade County. 8. Certified copies of the resolutions authorizing the respective parties to enter into this Joint Motion by the Board of County Commissioners of Miami -Dade County, the Miami City Commission, and the Board of Commissioners for the Southeast Overtown/Park West Community Redevelopment Agency are attached hereto as Exhibit "E" and incorporated herein. WHEREFORE, THE C1TY, CRA and the COUNTY respectfully requests this Court grant this motion in all respects. 165245 CASE NO.: 07-46851 CA 31 • • • JULIE O. BRU, CITY ATTORNEY KEVIN R. JONES, ESQ. ASSISTANT CITY ATTORNEY 114 S.W. 2nd Avenue, Suite 945 Miami, FL 33130-1910 Telephone: (305) 416-1800 Facsimile: (305) 416-1801 By: Kevin R. Jones, Assistant City Attorney Florida Bar No. 119067 Attorney for the Plaintiffs MIAMI-DADE COUNTY ATTORNEY'S OFHCE R.A. CUEVAS, JR. Miami -Dade County Attorney Stephen P. Clark Center 111 NW l st St., Ste. 2810 Miami, FL 33128 By: Debra Herman Assistant County Attorney Attorney for Defendant CERTIFICATE OF SERVICE I HEREBY CERTIFY that a copy of the foregoing has been furnished to the below listed by mail this day of , 2009: Debra Herman, Esq. Assistant County Attorney Miami -Dade County Attorney°s Office 111 NW 1 Street, Suite 2810 Miami, Florida 33128 Attorney for Defendant By: Kevin R. Jones, Assistant City Attorney Florida Bar No. 119067 Attorney for the Plaintiffs 165245 CASE NO.: 07-46851 CA 31 • • • EXHIBIT A The West 40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami -Dade County, Florida, together with all right, title and interest, if any, of Grantor in the East 5 feet of the 10 foot alley adjacent to Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami - Dade County, Florida. 165245 CASE No.: 07-46851 CA 31 o • • EXHIBIT B Instrument prepared by and returned to: Debra Herman, Esq. Miami -Dade County Attorney's Office R.A. Cuevas, Jr. Miami Dade County Attorney Stephen P. Clark Center 111 NW 1 Street, Ste. 2810 Miami, FL 33128 A portion of the following Folio Number(s): 01-0103-060-1060 01-0103-060-1120 01-0103-060-1180 01-0103-060-1230 COUNTY DEED THIS DEED, made this day of , 200_ by MIAMI-DADE COUNTY, FLORIDA, a Political Subdivision of the State of Florida, party of the first part, whose address is: Stephen P. Clark Center, 111 NW 1 Street Suite 17-202, Miami, Florida 33128-1963 ("Grantor"), and the Black Archives, History and Research Foundation of South Florida, Inc., party of the second part ("Grantee"), whose address is 5400 NW 22 Avenue, Building C, Suite 101, Miami, Florida. WITNESSETH: That the said party of the first part, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) to it in hand paid by the party of the second part, receipt whereof is hereby acknowledged has granted, bargained and sold to the party of the second part, his or her heirs and assigns forever, the following described land lying and being in Miami -Dade County, Florida: The West 40 feet of Lots 11, 14, Resubdivision, recorded in Plat County, Florida, together with all the 10 foot alley adjacent to Lots White's Resubdivision, recorded Dade County, Florida. 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Book B, at Page 34 of the Public Records of Miami -Dade right, title and interest, if any, of Grantor in the East 5 feet of 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. in Plat Book B, at Page 34 of the Public Records of Miami - This grant conveys only the interest of the County and its Board of County Commissioners in the property herein described and shall not be deemed to warrant the title or to represent any state of facts concerning the same. This conveyance is made subject to the restriction that the Grantee shall have "commenced construction" within (5) years of the date hereof and that such property shall be utilized solely for the construction and use of capital additions and/or improvements to the Lyric Theater. The phrase "commenced construction" shall mean that all required construction and development permits have been issued on a complete set of plans, and that actual physical 165245 CASE NO.: 07-46&51 CA 31 • • • construction work is taking place on the property on a continuing basis. Failure to comply with this restriction, or use of such property for any other purpose, shall result in the forfeiture of all monetary investments and physical improvements by automatic reverter of the property back to Miami -Dade County, subject to any unresolved claims of ownership by the City of Miami, or the Southeast Overtown/Park West Community Redevelopment Agency pending in City of Miami and the Southeast Overtown/Park West Community Redevelopment Aaencv v. Miami -Dade County, Case No. 07-46851 CA 31, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida. IN WITNESS WHEREOF the said party of the first part has caused these presents to be executed in its name by its Board of County Commissioners acting by the Mayor of said Board, the day and year aforesaid. (OFFICIAL SEAL) ATTEST: HARVEY RUVIN, CLERK MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS By: By: Deputy Clerk Mayor Approved for legal sufficiency: The foregoing was authorized by Resolution No. approved by the Board of County Commissioners of Miami -Dade County, Florida, on the day of , 200 . 165245 CASE NO.: 07-46851 CA 31 • • • EXHIBIT C THIS INSTRUMENT WAS PREPARED BY: Kevin R. Jones, Esquire Office of the City Attorney /Mil SW 2"d Ave. Ste 945 Miami, Florida 33131 A portion of the following Folio Number(s): 01-0103-060-1060 01-0103-060-1120 01-0103-060-1180 01-0103-060-1230 QUIT CLAIM DEED THIS QUIT CLAIM DEED, made this — day of , 20, between CITY OF MIAMI, a body corporate and politic of the State of Florida (the "Grantor"), and THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida non-profit corporation ("Grantee"). whose address is 5400 NW 22 Avenue, Building C, Suite 101, Miami, Florida. Wherever used herein, the terms "Grantor" and "Grantee" shall include singular and plural, heirs, legal representatives, assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires. W ITNESSETH: THAT, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Grantor, Grantor hereby grants, bargains, conveys and confirms unto Grantee all Grantor's right, title and interest if any, in that certain real property together with the improvements thereon (hereinafter collectively referred to as the "Real Property") in Miami -Dade County, Florida, more particularly described in Exhibit "A," attached hereto. This conveyance is made subject to the restriction that the Grantee shall have "commenced construction" within (5) years of the date hereof and that such property shall be utilized solely for the construction and use of capital additions and/or improvements to the Lyric Theater. The phrase "commenced construction" shall mean that all required construction and development permits have been issued on a complete set of plans, and that actual physical construction work is taking place on the property on a continuing basis. Failure to comply with this restriction, or use of such property for any other purpose, shall result in the forfeiture of all monetary investments and physical improvements by automatic reverter of the property back to Grantor, subject to any unresolved claims of ownership by the Southeast Overtown Park West Community Redevelopment Agency and Miami -Dade County pending in City of Miami and the Southeast Overtown/Park West Community Redevelopment Agency v. Miami -Dade County, Case No. 07-46851 CA 31, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami - Dade County, Florida. IN WITNESS WHEREOF, Grantor has caused this Quit Claim Deed to be executed as of the day and year first above written. 165245 CASE NO.: 07-46851 CA 31 • Signed, sealed and delivered in our presence: Print Name Print Name GRANTOR: CITY OF MIAMI, a body corporate and Politic of the State of Florida: By: Pedro G. Hernandez, P.E. City Manager Approved as to Form and Correctness: Attest: Julie O. Bru City Attorney 0 STATE OF FLORIDA s )SS COUNTY OF MIAMI-DADE ) Priscilla A. Thompson City Clerk The foregoing instrument was acknowledged before me this day of , 2009, by [insert name], [insert title] of [insert entity], who is personally known ( ) or produced identification ( ). Type of identification produced Print or Stamp Name: Notary Public, State Commission No.: My Commission Expires: 165245 CASE NO.: 07-46851 CA 31 • • • EXHIBIT "A" TO QUIT CLAIM DEED LEGAL DESCRIPTION The West 40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami -Dade County, Florida, together with all right, title and interest, if any, of Grantor in the East 5 feet of the 10 foot alley adjacent to Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami - Dade County, Florida 165245 CASE NO.: 07-46851 CA 31 • • • EXHIBIT D THIS INSTRUMENT WAS PREPARED BY: Kevin R. Jones, Esquire Office of the City Attorney 'WI SW 2nd Ave. Ste 945 Miami, Florida 33131 A portion of the following Folio Number(s): 01-0103-060-1060 01-0103-060-1120 01-0103-060-1180 01-0103-060-1230 QUIT CLAIM DEED THIS QUIT CLAIM DEED, made this day of , 20_, between, SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "Grantor"), and THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida non-profit corporation ("Grantee") whose address is 5400 NW 22 Avenue, Building C, Suite 101, Miami, Florida. Wherever used herein, the terms "Grantor" and "Grantee" shall include singular and plural, heirs, legal representatives, assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires. WITNESSETH: THAT, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Grantor, Grantor hereby grants, bargains, conveys and confirms unto Grantee all Grantor's right, title and interest if any, in that certain real property together with the improvements thereon (hereinafter collectively referred to as the "Real Property") in Miami -Dade County, Florida, more particularly described in Exhibit "A", attached hereto. This grant conveys only the interest of the Grantor and the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency in the property herein described and shall not be deemed to warrant the title or to represent any state of facts concerning the same. This conveyance is made subject to the restriction that the Grantee shall have "commenced construction" within (5) years of the date hereof and that such property shall be utilized solely for the construction and use of capital additions and/or improvements to the Lyric Theater. The phrase "commenced construction" shall mean that all required construction and 165245 CASE NO.: 07-46851 CA 31 • • • development permits have been issued on a complete set of plans, and that actual physical construction work is taking place on the property on a continuing basis. Failure to comply with this restriction, or use of such property for any other purpose, shall result in the forfeiture of all monetary investments and physical improvements by automatic reverter of the property back to Grantor subject to any unresolved claims of ownership by the City of Miami, Miami -Dade County pending in City of Miami and the Southeast OvertownlPark West Community Redevelopment Actencv v. Miami -Dade County, Case No. 07-46851 CA 31, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida. IN WITNESS WHEREOF, Grantor has caused this Quit Claim Deed to be executed as of the day and year first above written. Signed, sealed and delivered in our presence: Print Name Print Name SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: James H. Villacorta Executive Director Approved as to Form and Correctness: Attest: Julie O. Bru General Counsel to Community Redevelopment Agency STATE OF FLORIDA )SS COUNTY OF NIIAM1-DADE ) Priscilla A. Thompson City Clerk The foregoing instrument was acknowledged before me this day of , 2009, by [insert name], [insert title] of [insert entity], who is personally known ( ) or produced identification ( ). Type of identification produced Print or Stamp Name: Notary Public, State Commission No.: My Commission Expires: 165245 CASE No.: 07-46851 CA 31 • • EXHIBIT "A" TO QUIT CLAIM DEED LEGAL DESCRIPTION The West 40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami -Dade County, Florida, together with all right, title and interest, if any, of Grantor in the East 5 feet of the 10 foot alley adjacent to Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami - Dade County, Florida 165245 • • • AGREEMENT THIS AGREEMENT is entered into as of the day of , 2009 by and between the SOUTHEAST OVERTOWN/PARK WEST COIVLMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate, created pursuant to Section 163.356, Florida Statutes ("CRA"), and THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, LNC., a Florida non- profit corporation ("BLACK ARCHIVES"). RECITALS A. WHEREAS, on October 29, 2007, the BLACK ARCHIVES appeared before the Board of Commissioners of the CRA requesting conveyance of certain property east of the Lyric Theater ("eastern property"), as more particularly described in Exhibit "A" attached hereto and made a part hereof, in order to facilitate the expansion of the Lyric Theater behind its existing facility at 819 N.W. 2nd Avenue, Miami, Florida; and B. WHEREAS, before the CRA could convey the eastern property, Miami -Dade County ("County") had reverted title to three blocks, including Block 36, in which the eastern property was located; and C. WHEREAS, the City of Miami ("City") and the CRA instituted an action against the County, styled City of Miami and Southeast Overtown/Park West Community Redevelopment Agency v. Miami -Dade County, Case No. 07-46851 CA 31, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida, seeking declaratory and injunctive relief on the basis that the County had prematurely reverted the blocks in breach of a settlement agreement between the parties ("reverter litigation"); and • • • D. WHEREAS, in light of the reverter litigation, on June 30, 2008, the BLACK ARCHIVES requested that the Board of Commissioners authorize conveyance of the property at 831 N.W. 2nd Avenue, Miami, Florida ("Plaza Parcel"), in order to facilitate expansion on the public plaza sitting north of the Lyric Theater ("Lyric Plaza"); and E. WHEREAS, on June 30, 2008, the Board of Commissioners directed the Executive Director to issue a Request for Proposals for the conveyance of the Plaza Parcel, with a prohibition on construction on the southernmost 15 feet of the Plaza Parcel, and to commence negotiations with Miami -Dade County to exclude the eastern property from the pending reverter litigation; and F. WHEREAS, on September 3, 2008, a Resolution was presented to the Board of Commissioners, authorizing the conveyance of the Plaza Parcel, provided that construction on the southernmost 15 feet of the Plaza Parcel was prohibited; however, the item was continued to allow representatives from the BLACK ARCHIVES and the CRA to negotiate alternatives for the expansion of the Lyric Theater, and to allow negotiations with the County to continue; and G. WHEREAS, the City, CRA and the County have negotiated a partial settlement of the reverter litigation, and intend to join in an Agreed Order, in substantially the attached form set forth in Exhibit "B," to allow the eastern property to be conveyed to the BLACK ARCHIVES for the purpose of construction and use of capital additions and improvements to the Lyric Theater ("Agreed Order"). H. WHEREAS, the BLACK ARCHIVES acknowledges that the execution of this Agreement and the performance thereof is a materially inducement for the CRA' s entry into the Agreed Order; • • • NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties agree as follows: 1. RECITALS. The recitals and all statements contained therein are true and correct and are hereby incorporated into this Agreement. 2. EFFECTIVE DATE. The "Effective Date" of this Agreement shall be the date written above. 3. COUNTY'S CONVEYANCE TO THE BLACK ARCHIVES. The CRA agrees to initiate and join in the Agreed Order in partial settlement of the reverter litigation. 4. BLACK ARCHIVES' CONVEYANCE TO THE CRA. The BLACK ARCHIVES shall execute a quit claim deed to the CRA, in the form attached hereto as Exhibit "C" and made a part hereof. 5. CRA'S CONVEYANCE TO THE BLACK ARCHIVES. The CRA shall execute a quit claim deed to the BLACK ARCHIVES, in the form attached hereto as Exhibit "D" and made a part hereof. 6. EXCHANGE OF DEEDS BY PARTIES. The BLACK ARCHIVES and the CRA shall exchange the deeds described in Sections 4 and 5 hereof, simultaneously with the exchange of deeds set forth in the Agreed Order. 7. DEFAULT. Failure of the BLACK ARCHIVES to comply with Sections 4 and 6 of this Agreement shall void the CRA's obligation under Sections 3, 5 and 6 of this Agreement, and the CRA's obligation to execute and deliver the quit claim deeds set forth in the Agreed Order. S. INTERPRETATION. • s • a. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe or amplify the terms and provisions of this Agreement or the scope or intent thereof. b. Entire Agreement. This instrument constitutes the sole and only agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the CRA and the BLACK ARCHIVES relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. c. Construction. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. d. Covenants. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions • • • set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. e. Conflicting Terms. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. f. Waiver. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. a• Severability. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 9. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 10. NON-DELEGABILITY. The obligations of the BLACK ARCHIVES under this Agreement shall not be delegated or assigned to any other party without the CRA' s prior written consent which may be withheld by the CRA, in its sole discretion. 11. CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced in accordance with Florida law. 12. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by • • • registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt, whichever is earlier. TO CRA: Southeast Overtown/Park West Community Redevelopment Agency 49 N.W. 5rn Street, Suite 100 Miami, Florida 33125 Attn: James H. Villacorta Executive Director TO BLACK ARCHIVES: The Black Archives, History and Research Foundation of South Florida, Inc. 5400 N.W. 22nd Avenue Building C, Suite 101 Miami, Florida 33142 Attn: Elizabeth A. Williams, CFRE Executive Director 13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 14. AUTHORITY. The BLACK ARCHIVES certifies that the BLACK ARCHIVES possess the legal authority to enter into this Agreement. A resolution, motion or similar action has been duly adopted as an official act of the BLACK ARCHIVES' governing body, authorizing the execution of this Agreement, and identifying the official representative of the BLACK ARCHIVES to act in connection herewith and to provide such additional information as may be required by the CRA. SIGNATURES APPEAR ON FOLLOWING PAGE • • • IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the CRA and the BLACK ARCHIVES have executed this Agreement. Witnesses: THE BLACK ARCHIVES, HISTORY & RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida non-profit corporation, ("BLACK ARCHIVES") By: By: Elizabeth A. Williams, CFRE Print Name: President By: Print Name: ATTEST: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: Priscilla A. Thompson James H. Villacorta Clerk of the Board Executive Director APPROVED AS TO FORM AND CORRECTNESS: Julie O. Bru CRA General Counsel • • o EXHIBIT "A" Legal Description of Eastern Property The West 40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami -Dade County, Florida, together with all right, title and interest, if any, of Grantor in the East 5 feet of the 10 foot alley adjacent to Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami -Dade County, Florida. • • • EXHIBIT "B" Joint Motion IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA GENERAL JURISDICTION DIVISION CASE NO.: 07-46851 CA 31 CITY OF MIAMI AND THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, Plaintiff(s), vs. MIAMI-DADE COUNTY, Defendant. JOINT MOTION FOR ENTRY OF AN ORDER FOR PARTIAL SETTLEMENT OF CLAIMS RELATED TO BLOCK 36 THIS JOINT MOTION is made and entered into by and between Plaintiff CITY OF MIAMI ("CITY"), Plaintiff SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"), and Defendant MIAMI-DADE COUNTY ("COUNTY") in partial settlement of the above -designated suit under the following terms: 1. The CITY, the CRA, and the COUNTY agree to transfer the Property described in Exhibit "A" ("Property") to The Black Archives, History and Research Foundation of South Florida, Inc. ("Black Archives") for the purpose of construction and use of capital additions and improvements to the Lyric Theater in the Historic Overtown Folklife Village. 2. The COUNTY will execute a deed for the Property to the Black Archives, in the form attached hereto as Exhibit "B." • CASE NO.: 07-46851 CA 31 3. The CITY will execute a quit claim deed for the Property to the Black Archives, • in the form attached hereto as Exhibit "C." 4. The CRA will execute a quit claim deed for the Property to the Black Archives, in the foil n attached hereto as Exhibit "D." 5. The COUNTY, the City, and the CRA shall deliver the deeds described in paragraphs 2, 3 and 4, hereinabove to the Black Archives, within twenty (20) days of the "Effective Date" of an Agreed Order (the "Delivery Date"). The CITY, CRA and COUNTY shall deliver the deeds set forth in paragraphs 2, 3 and 4 hereinabove to Assistant County Attorney Debra Herman at the Miami -Dade County Attorney's Office at the Stephen P. Clark Center, 111 N.W. First Street, 28th Floor, Miami, Florida, on a mutually agreeable date. The COUNTY shall deliver the deeds to the Black Archives. 6. Subject to the reverter provisions in Exhibits (B) (C) and (D), the COUNTY, the CITY, and the CRA hereby release each other from all claims relating to the Property. 7. Neither the CITY, the CRA or the COUNTY waive any other claims or defenses it may have in relation to the litigation styled, City of Miami and the Southeast OvertownlPark West Community Redevelopment Agency v. Miami -Dade County, case no.: 07-46851 CA 31 filed in the Circuit Court of the Eleventh Judicial Circuit in and for Miami -Dade County. 8. Certified copies of the resolutions authorizing the respective parties to enter into this Joint Motion by the Board of County Commissioners of Miami -Dade County, the Miami City Commission, and the Board of Commissioners for the Southeast Overtown/Park West Community Redevelopment Agency are attached hereto as Exhibit "E" and incorporated herein. • • WHEREFORE, THE CITY, CRA and the COUNTY respectfully requests this Court grant this motion in all respects. 165245 CASE NO.: 07-46851 CA 31 • • • JULIE O. BRU, CITY ATTORNEY KEVIN R. JONES, ESQ. ASSISTANT CITY ATTORNEY 444 S.W. 2nd Avenue, Suite 945 Miami, FL 33130-1910 Telephone: (305) 416-1800 Facsimile: (305) 416-1801 By: Kevin R. Jones, Assistant City Attorney Florida Bar No. 119067 Attorney for the Plaintiffs MIAMI-DADE COUNTY ATTORNEY'S OFFICE R.A. CUEVAS, JR. Miami -Dade County Attorney Stephen P. Clark Center 111 NW lst St., Ste. 2810 Miami, FL 33128 By: Debra Herman Assistant County Attorney Attorney for Defendant CERTIFICATE OF SERVICE I HEREBY CERTIFY that a copy of the foregoing has been furnished to the below listed by mail this day of , 2009: Debra Herman, Esq. Assistant County Attorney Miami -Dade County Attorneys Office 111 NW 1 Street, Suite 2810 Miami, Florida 33128 Attorney for Defendant By: Kevin R. Jones, Assistant City Attorney Florida Bar No. 119067 Attorney for the Plaintiffs 165245 CASE NO.: 07-46851 CA 31 • • • EXHIBIT A The West 40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami -Dade County, Florida, together with all right, title and interest, if any, of Grantor in the East 5 feet of the 10 foot alley adjacent to Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami - Dade County, Florida. 165245 CASE NO.: 07-46851 CA 31 • • • EXHIBIT B Instrument prepared by and returned to: Debra Herman, Esq. Miami -Dade County Attorney's Office R.A. Cuevas, Jr. Miami Dade County Attorney Stephen P. Clark Center 111 NW 1 Street, Ste. 2810 Miami, FL 33128 A portion of the following Folio Number(s): 01-0103-060-1060 01-0103-060-1120 01-0103-060-1180 01-0103-060-1230 COUNTY DEED THIS DEED, made this day of , 200_ by MIAMI-DADE COUNTY, FLORIDA, a Political Subdivision of the State of Florida, party of the first part, whose address is: Stephen P. Clark Center, 111 NW 1 Street Suite 17-202, Miami, Florida 33128-1963 ("Grantor"), and the Black Archives, History and Research Foundation of South Florida, Inc., party of the second part ("Grantee"), whose address is 5400 NW 22 Avenue, Building C, Suite 101, Miami, Florida. WITNESSETH: That the said party of the first part, for and in consideration of the sum of Ten and No1100 Dollars ($10.00) to it in hand paid by the party of the second part, receipt whereof is hereby acknowledged has granted, bargained and sold to the party of the second part, his or her heirs and assigns forever, the following described land lying and being in Miami -Dade County, Florida: The West 40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami -Dade County, Florida, together with all right, title and interest, if any, of Grantor in the East 5 feet of the 10 foot alley adjacent to Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami - Dade County, Florida. This grant conveys only the interest of the County and its Board of County Commissioners in the property herein described and shall not be deemed to warrant the title or to represent any state of facts concerning the same. This conveyance is made subject to the restriction that the Grantee shall have "commenced construction" within (5) years of the date hereof and that such property shall be utilized solely for the construction and use of capital additions and/or improvements to the Lyric Theater. The phrase "commenced construction" shall mean that all required construction and development permits have been issued on a complete set of plans, and that actual physical 165245 CASE NO.: 07-46851 CA 31 construction work is taking place on the property on a continuing basis. Failure to comply with this restriction, or use of such property for any other purpose, shall result in the forfeiture of all monetary investments and physical improvements by automatic reverter of the property back to Miami -Dade County, subject to any unresolved claims of ownership by the City of Miami, or the Southeast Overtown/Park West Community Redevelopment Agency pending in City of Miami and the Southeast Overtown/Park West Community Redevelopment Agency v. Miami -Dade County, Case No. 07-46851 CA 31, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida. IN WITNESS WHEREOF the said party of the first part has caused these presents to be executed in its name by its Board of County Commissioners acting by the Mayor of said Board, the day and year aforesaid. (OFFICIAL SEAL) ATTEST: HARVEY RUV1N, CLERK By: II • MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS By: Deputy Clerk Mayor Approved for legal sufficiency: The foregoing was authorized by Resolution No. approved by the Board of County Commissioners of Miami -Dade County, Florida, on the day of , 200 . 165245 CASE NO.: 67-46851 CA 31 • • • EXHIBIT C THIS INSTRUMENT WAS PREPARED BY: Kevin R. Jones, Esquire Office of the City Attorney 444 SW 2"d Ave. Ste 945 Miami, Florida 33131 A portion of the following Folio Number(s): 01-0103-060-1060 01-0103-060-1120 01-0103-060-1180 01-0103-060-1230 QUIT CLAIM DEED THIS QUIT CLAIM DEED, made this .^ day of , 20_, between CITY OF MIAMI, a body corporate and politic of the State of Florida (the "Grantor"), and THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida non-profit corporation ("Grantee"). whose address is 5400 NW 22 Avenue, Building C, Suite 101, Miami, Florida. Wherever used herein, the terms "Grantor" and "Grantee" shall include singular and plural, heirs, legal representatives, assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires. WITNESSETH: THAT, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Grantor, Grantor hereby grants, bargains, conveys and confirms unto Grantee all Grantor's right, title and interest if any, in that certain real property together with the improvements thereon (hereinafter collectively referred to as the "Real Property") in Miami -Dade County, Florida, more particularly described in Exhibit "A," attached hereto. This conveyance is made subject to the restriction that the Grantee shall have "commenced construction" within (5) years of the date hereof and that such property shall be utilized solely for the construction and use of capital additions and/or improvements to the Lyric Theater. The phrase "commenced construction" shall mean that all required construction and development permits have been issued on a complete set of plans, and that actual physical construction work is taking place on the property on a continuing basis. Failure to comply with this restriction, or use of such property for any other purpose, shall result in the forfeiture of all monetary investments and physical improvements by automatic reverter of the property back to Grantor, subject to any unresolved claims of ownership by the Southeast Overtown Park West Community Redevelopment Agency and Miami -Dade County pending in City of Miami and the Southeast Overtown/Park West Community Redevelopment Aoencv v. Miami -Dade County, Case No. 07-46851 CA 31, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami - Dade County, Florida. IN WITNESS WHEREOF, Grantor has caused this Quit Claim Deed to be executed as of the day and year first above written. 165245 CASE NO.: 07-46851 CA 31 s Signed, sealed and delivered in our presence: Print Name Print Name GRANTOR: CITY OF MIAMI, a body corporate and Politic of the State of Florida: By: Pedro G. Hernandez, P.E. City Manager Approved as to Form and Correctness: Attest: Julie O. Bru City Attorney Priscilla A. Thompson City Clerk STATE OF FLORIDA ) )SS COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2009, by [insert name], [insert title] of [insert entity], who is personally known ( ) or produced identification ( ). Type of identification produced Print or Stamp Name: Notary Public, State Commission No.: My Commission Expires: 165245 CASE NO.: 07-46S51 CA 31 • • • EXHIBIT "A" TO QUIT CLAIM DEED LEGAL DESCRIPTION The West 40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami -Dade County, Florida, together with all right, title and interest, if any, of Grantor in the East 5 feet of the 10 foot alley adjacent to Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami - Dade County, Florida 165245 CASE NO.: 07-46851 CA 31 • • EXHIBIT D THIS INSTRUMENT WAS PREPARED BY: Kevin R. Jones, Esquire Office of the City Attorney 141 SW 2nd Ave. Ste 945 Miami, Florida 33131 A portion of the following Folio Number(s): 01-0103-060-1060 01-0103-060-1120 01-0103-060-1180 01-0103-060-1230 QUIT CLAIM DEED THIS QUIT CLAIM DEED, made this day of , 20_, between, SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "Grantor"), and THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida non-profit corporation ("Grantee") whose address is 5400 NW 22 Avenue, Building C, Suite 101, Miami, Florida. Wherever used herein, the terms "Grantor" and "Grantee" shall include singular and plural, heirs, legal representatives, assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires. WITNESSETH: THAT, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Grantor, Grantor hereby grants, bargains, conveys and confirms unto Grantee all Grantor's right, title and interest if any, in that certain real property together with the improvements thereon (hereinafter collectively referred to as the "Real Property") in Miami -Dade County, Florida, more particularly described in Exhibit "A", attached hereto. This grant conveys only the interest of the Grantor and the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency in the property herein described and shall not be deemed to warrant the title or to represent any state of facts concerning the same. This conveyance is made subject to the restriction that the Grantee shall have "commenced construction" within (5) years of the date hereof and that such property shall be utilized solely for the construction and use of capital additions and/or improvements to the Lyric Theater. The phrase "commenced construction" shall mean that all required construction and 165245 CASE NO.: 07-46851 CA 31 o development permits have been issued on a complete set of plans, and that actual physical construction work is taking place on the property on a continuing basis. Failure to comply with this restriction, or use of such property for any other purpose, shall result in the forfeiture of all monetary investments and physical improvements by automatic reverter of the property back to Grantor subject to any unresolved claims of ownership by the City of Miami, Miami -Dade County pending in City of Miami and the Southeast Overtown/Park West Community Redevelopment Agency v. Miami -Dade County, Case No. 07-46851 CA 31, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida. IN WITNESS WHEREOF, Grantor has caused this Quit Claim Deed to be executed as of the day and year first above written. Signed, sealed and delivered in our presence: Print Name Print Name SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: James H. Villacorta Executive Director Approved as to Form and Correctness: Attest: Julie O. Bru General Counsel to Community Redevelopment Agency Priscilla A. Thompson City Clerk STATE OF FLORIDA ) )SS COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2009, by [insert name], [insert title] of [insert entity], who is personally known ( ) or produced identification ( ). Type of identification produced Print or Stamp Name: Notary Public, State Commission No.: My Commission Expires: 165245 CASE NO.: 07-46851 CA 31 • • • EXHIBIT "A" TO QUIT CLAIM DEED LEGAL DESCRIPTION The West 40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B, at Page 34 of the Public Records of Miami -Dade County, Florida, together with all right, title and interest, if any, of Grantor in the East 5 feet of the 10 foot alley adjacent to Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B. at Page 34 of the Public Records of Miami - Dade County, Florida 165245 • • • EXHIBIT "C" Black Archives' Conveyance to the CRA Quit -Claim Deed III THIS INSTRUMENT WAS PREPARED BY: • • Kevin R. Jones, Esquire Office of the City Attorney City of Miami 444 SW 2"d Ave. Ste 945 Miami, Florida 33131 QUIT CLAIM DEED THIS QUIT CLAIM DEED, made this day of , 2008, between THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida non-profit corporation (the "Grantor"), and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate, created pursuant to Section 163.356, Florida Statutes ("Grantee'). Wherever used herein, the terms "Grantor" and "Grantee" shall include singular and plural, heirs, legal representatives, assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires. WITNESSETH: THAT, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Grantor, Grantor hereby grants, bargains, conveys and confirms unto Grantee, in fee simple, all that certain real property together with the improvements thereon (hereinafter collectively referred to as the "Real Property") in Miami -Dade County, Florida, more particularly described in Exhibit "A" attached hereto and incorporated herein. This conveyance is subject to the restriction that such property shall be utilized as a public plaza. IN WITNESS WHEREOF, Grantor has caused this Quit Claim Deed to be executed as of the day and year first above written. Signed, sealed and delivered in our presence: WITNESSES: GRANTOR: THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, a Florida non-profit corporation. By: Narne: Elizabeth A. Williams, CFRE Executive Director Name: • STATE OF FLORIDA ) ) COUNTY OF NIIANII-DADE ) The foregoing instrument was ackno , 2008, by County, a body corporate and politic of the State who is personally known to me or has produced o o wledged before me this day of , as of Miami -Dade of Florida, on behalf of Miami -Dade County, as identification. Notary Public, State of Florida My Commission Expires: • o • EXHIBIT "A" OF QUIT CLAIM DEED LEGAL DESCRIPTION Lots 4 and 5, and the northern 15.4 feet of Lot 12, less the easternmost 11 feet of the northern 15.4 feet of Lot 12, of Block 36 of P.W. White's Resubdivision, recorded in Plat Book `B' at Page 34 of the Public Records of Miami -Dade, Florida. • • • EXHIBIT "D" CRA's Conveyance to the Black Archives Quit Claim Deed • • THIS INSTRUMENT WAS PREPARED BY: Kevin R. Jones, Esquire Office of the City Attorney City of Miami 444 SW 2nd Ave. Ste 945 Miami, Florida 33131 QUIT CLAIM DEED THIS QUIT CLAIM DEED, made this day of , 2008. between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate, created pursuant to Section 163.356, Florida Statutes (the "Grantor") and THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida non-profit corporation ("Grantee"). Wherever used herein, the terms "Grantor" and "Grantee" shall include singular and plural, heirs, legal representatives, assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires. WITNESSETH: THAT, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Grantor, Grantor hereby grants, bargains, conveys and confirms unto Grantee, in fee simple, all that certain real property together with the improvements thereon (hereinafter collectively referred to as the "Real Property") in Miami -Dade County, Florida, more particularly described in Exhibit "A," attached hereto and incorporated herein. IN WITNESS WHEREOF, Grantor has caused this Quit Claim Deed to be executed as of the day and year first above written. Signed, sealed and delivered in our presence: ATTEST: GRANTOR: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate, created pursuant to Section 163.356. Florida Statutes By: Priscilla A. Thompson James H. Villacorta Clerk of the Board Executive Director • • • EXHIBIT "A" OF QUIT CLAIM DEED LEGAL DESCRIPTION Easternmost 11 feet of the southern 9.8 feet of Lot 12, of Block 36 of P.W. White's Resubdivision, recorded in Plat Book 'B' at Page 34 of the Public Records of Miami -Dade, Florida. and Easternmost 11 feet of Lot 13, of Block 36 of P.W. White's Resubdivision, recorded in Plat Book B' at Page 34 of the Public Records of Miami -Dade, Florida.