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HomeMy WebLinkAboutExhibit 1 SUBpraJ,Yi d Ca n he J l a f .._ .g,-, �! �' '&a, rre?, / CITY OF MIAMI SETTLEMENT AGREEMENT AND GENERAL RELEASE WITH THE LITTLE RIVER CLUB ("AGREEMENT") THIS AGREEMENT is made and entered into as of this day of July, 2013, by and between the City of Miami, a Florida municipal corporation (the "CITY") and the Little River Club, Inc., a Florida not for profit corporation (the "CLUB"); collectively called the Parties ("Party or Parties") to this Agreement. RECITALS WHEREAS, the CLUB is the owner of the real property located within the CITY at 755 NE 79 STREET which is more particularly legally described on the attached Exhibit A (the "Subject Property"); WHEREAS, the CITY and the CLUB are in the midst of litigation about the use and development of the Subject Property; WHEREAS, a dispute exists between the CITY and the CLUB concerning the lawfulness and appropriateness of the use of the CLUB's parking lot at the rear of the Subject Property, which is legally described on the attached Exhibit B (the "Parking Lot Property"); WHEREAS, both the CITY and the CLUB wish to amicably resolve and settle this dispute and allow for the use of the Parking Lot Property, as a parking lot in a T-3 zone abutting a commercial use, in a manner that will not have a negative impact on the surrounding area; WHEREAS, the Parties wish to amicably resolve their differences with neither Party admitting or conceding any point of fact, law, liability, or defense; and NOW THEREFORE, in consideration of the mutual covenants entered into between the Parties, and in consideration of the benefits to accrue to each, it is agreed as follows: 1. Recitals. The above recitals are true and correct, deemed to be findings, and are incorporated herein and made a part hereof. 2. Statement of Intent. With this Agreement, the CITY and the CLUB seek to establish a new era in their relationship by ending the litigation that presently exists between them regarding the use of the Subject Property. Relatedly, the Parties seek to amicably redirect that energy to promote sensible, appropriate and much needed redevelopment of the Subject Property consistent with the health, safety, welfare, and aesthetic interests of the CITY and its residents. 3. Agreement to Modify Design. The CLUB has prepared the site plan entitled "Proposed Renovation Plan Little River Club, Inc.," which is attached as Exhibit C (the "Revised Plan"). The Revised Plan are not in final form but the amendments that will be made to it are added to the Revised Plan in Exhibit C or listed within this Agreement, taken together. Among other things, the Revised Plan proposes to remove a portion of the CLUB's existing building in order to provide direct driveway access to the Subject Property from NE 79 Street and remove the existing driveway curb cut along NE 80 Street to eliminate access into the site from the T3 Transect Zone. The Revised Plan also proposes the installation of a solid six (6) foot masonry wall (surrounding all the sides of the T-3 portion of the Parking Lot Property) with the rear wall set back 20 feet from NE 80 Street and additional buffering and lush landscaping along the northern property line of the Subject Property, which will prevent any and all direct parking and vehicular and pedestrian access from the Subject Property to NE 80 Street. There will be no gate that can open to NE 80 Street, only a solid six (6) foot masonry wall surrounding the T-3 portion of the Parking Lot Property, preventing any ingress or egress, from or to NE 80 Street. The CLUB has sought City approval of the Revised Plan through the public hearing "Exception" (Exception No. XXXXX) approved at the June 27, 2013, City Commission Hearing, with the modified 20 foot setback and the removal of two (2) small medians within the Parking Lot Property, attached as Exhibit D. 4. Agreement to Process Application for Building Permits. The CITY agrees to accept and expeditiously process the applications for Building Permits filed by the CLUB for approval necessary to bring the Subject Property in compliance with this Agreement to continue to use the CLUB's rear Parking Lot Property for parking purposes consistent with a T-3 zoning with conditions as set forth in this Agreement, the Revised Plan, the Exception, and a Construction Management and Parking Staging Plan . 5. Development of Revised Plan. The CLUB shall seek the necessary demolition and building pennit(s) to develop the Revised Plan following the expiration of any and all appeal periods without any appeal having been taken. The CLUB agrees that under no circumstances may the Parking Lot Property be used for parking or access purposes until the development depicted on the Revised Plan has been completed and approved by the City. The barricades present at the Subject Property preventing vehicular access onto NE 80 Street shall not be removed until the six (6) foot masonry wall is built and the existing driveway curb cut removed. Nothing herein shall prevent the CLUB from using the Parking Lot Property as a parking lot in a T-3 zone prior to the development of the Revised Plan's improvements, as long as there is no vehicular access through NE 80 Street, or at least no vehicular access inconsistent with the Construction Management and Parking Staging Plan created when building permits are pulled. The use of the remainder of the Subject Property shall not be limited by the terms of this Agreement, as long as such use does not include any parking or pedestrian or vehicular access on or through NE 80 Street. The CLUB will be in substantial compliance with the terms of this Agreement within nine months of signing this Agreement. 6. Dismissal of Pending Appeal and Litigation. Within ten (10) days of the Parties signing this Agreement, the CLUB shall dismiss the Petition for Writ of Certiorari pending before the Third District Court of Appeal under file number 3D12-1945 (Lower Tribunal Case Nos. 11- 322AP and 11-406AP) and both parties will dismiss with prejudice Case No. 11- 24889 CA 15, with both Parties bearing their own costs and attorneys' fees, and asking the State Court to retain jurisdiction to enforce this Agreement. Furthermore, the City will close Code Enforcement Case Nos. CE2011009668 and CE2011010108 and CE2011012988, as a part of this settlement. The CLUB will seek no further detennination under Zoning Administrator's Revocation of the Certificate of Use under File ID 11-00645za and the City will reinstate the Certificate of Use once substantial compliance has been made building solid six (6) foot masonry wall as indicated in the Revised Plans dated 08/24/2012 as amended with comments on the plans on or about 08/07/2013 herein. 7. Amendments. This Agreement may be amended or released by the written mutual consent of the CITY via its City Commission and the CLUB. 8. Applicable Laws and Construction. The laws of the State of Florida shall govern the validity, performance and enforcement of this Agreement. This Agreement has been negotiated by the CITY and the CLUB, and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared solely by the CITY or by CLUB, but by both Parties equally. 9. Venue and Jurisdiction. (a) For purposes of any suit, action, or other proceeding arising out of or relating to this Agreement, the Parties hereto do acknowledge, consent, and agree that venue therefore is Miami -Dade County, Florida and the State Court shall retain jurisdiction to enforce this Agreement. (b) Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought in the 11t1i Judicial Circuit in and for Miami -Dade County, Florida. Each Party irrevocably consents to the personal jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. 10. Estoppel Certificates. The CITY and the CLUB shall at any time and from time to time, upon not less than ten (10) days prior notice by another Party hereto, execute, acknowledge and deliver to the other Party, a statement in recordable fonn certifying that this Agreement has not been modified and is in full force and effect (or if there have been modifications that the said Agreement as modified is in full force and effect and setting forth a notation of such modifications), and that to the knowledge of such Party, neither it nor any other Party is then in default hereof (or if another Party is then in default hereof, stating the nature and details of such default), it being intended that any such statement delivered pursuant to this paragraph may be relied upon by any prospective purchaser, mortgagee, successor, assignee of any mortgage or assignee of the respective interest in Subject Property, if any, of any Party to this Agreement. 11. Complete Agreement; Amendments. (a) This Agreement, and all the terms and provisions contained herein, including without limitation the Exhibits hereto, the Revised Plan, the Exception, and a Construction Management and Parking Staging Plan, constitute the full and complete Agreement between the Parties hereto to the date hereof with respect to the matters expressly set forth herein, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements, whether written or oral. The rule of contract interpretation known as expressio unius est exclusio alterius shall not be applied when interpreting this Agreement to address matters not expressly identified within this Agreement. (b) Any provision of this Agreement shall be read and applied in pari materia with all other provisions hereof. (c) This Agreement cannot be changed or revised except by written amendment signed by both Parties hereto or otherwise permitted herein without the express consent of the City Commission. (d) The Parties have agreed to implement a Construction Management and Parking Staging Plan to be signed by the Parties and in place at the time of issuance of the building permits for the Subject Property, as a part of this Agreement, to manage the construction taking place on the Subject Property. 12. Captions. The article and section headings and captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any article, section, subsection, paragraph or provision hereof. 13. Holidays. It is hereby agreed and declared that whenever a notice or performance under the terms of this Agreement is to be made or given on a Saturday or Sunday or on a legal holiday observed in the CITY, it shall be postponed to the next following business day. 14. Exhibits. Each Exhibit referred to and attached to this Agreement is an essential part of this Agreement (i.e. the Revised Plan, the Exception, and a Construction Management and Parking Staging Plan). The Exhibits and any amendments or revisions thereto, even if not physically attached hereto, shall be treated as if they are part of this Agreement and incorporated herein. 15. Public Purpose. The CITY and the CLUB acknowledge and agree that this Agreement satisfies, fulfills and is pursuant to and for a public and municipal purpose and is in the public interest, and is a proper exercise of the CITY's power and authority. 16. No General Obligation. In no event shall any obligation of the CITY under this Agreement be or constitute a general obligation or indebtedness of the CITY, a pledge of the ad valorem taxing power of the CITY, the lending of credit, or a general obligation or indebtedness of the CITY within the meaning of the Constitution of the State of Florida or any other applicable laws. 17. Approvals Not Unreasonably Withheld. The CITY agrees that all approvals, consents, and reviews of the applications and permits necessary to develop the Revised Plan in accordance with the provisions of this Agreement, the Revised Plan, the Exception, and a Construction Management and Parking Staging Plan will be reviewed as expeditiously as possible, in good faith, and will not be arbitrarily or unreasonably withheld. This paragraph relates solely to the legislative, ministerial or administrative approvals or actions of the CITY and does not relate to any quasi- judicial approval or action. 18. Preservation of Rights. The CITY and the CLUB further acknowledge and agree that certain provisions of this Agreement will require the CITY and/or its boards, departments or agencies, acting in their government capacities, to consider governmental action as set forth herein. The CITY and the CLUB acknowledge and agree that all such actions undertaken by the CITY shall be undertaken in strict accordance with established requirements of the general laws of the State of Florida and CITY ordinances or regulations. Nothing in this Agreement or the CITY, or the CLUB 's acts or omissions in connection herewith shall be deemed in any manner to waive, limit, impair, or otherwise affect the authority of the CITY in the discharge of its police or governmental power expressly including the zoning power. 19. Scrivener's Errors; Survey Corrections. In the event that due to scrivener's errors contained herein or any Exhibit attached hereto or any other agreement contemplated hereby, or due to changes resulting from technical matters arising during the tern of this Agreement, the CITY and the CLUB agree that amendments to this Agreement required due to such inaccuracies, unforeseen events or circumstances which do not change the substance of this Agreement may be made and incorporated herein. The City Manager is authorized to approve such technical amendments on behalf of the CITY, and is authorized to execute any required instruments, to make and incorporate such amendment to this Agreement or any Exhibit attached hereto or any other agreement contemplated hereby. 20. Notices. The parties designate the following persons as representatives to receive any notices with regard to this Agreement: For the CITY: With a copy to: Johnny Martinez, PE City Manager City Hall, City of Miami 3500 Pan American Drive, Miami, FL 33133 Julie Bru, City Attorney Office of the City Attorney, City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 For the CLUB: With a copy to: Ben Fernandez, Esq. Bercow Radell & Fernandez, P.A. 200 S. Biscayne Boulevard, Suite 850 Miami, Florida 33131 Mailing of written notice by means of U.S. Postal Service, regular mail and certified mail return receipt, shall constitute prima facie evidence of delivery. 21. Successors in Interest. These obligations and benefits of this Agreement shall inure to all successors in interests to the parties to this Agreement pursuant to the Miami 21 Zoning Ordinance. 22. Effective Date. This Agreement shall become effective upon the approval of execution by each Party's authorized representative. 23. Force Majeure. In the event that either Party hereto is prevented from fully and timely performing any of its obligations hereunder due to acts of God, strikes and/or lock -outs, other industrial disturbances, acts of the public enemy, laws, rules and regulations of governmental authorities, wars or warlike action (whether actual, impending or expected, and whether de jure or de facto), arrest or other restraint of government (civil or military), blockades, insurrections, acts of terrorists or vandals, riots, epidemics, landslides, sinkholes, lightning, hurricanes, storms, floods, washouts, fire or other casualty, condemnation, earthquake, civil commotion, explosion, breakage or accident to equipment or machinery, any interruption of utilities, confiscation or seizure by any government or public authority, nuclear reaction or radiation, radioactive contamination, accident, repairs or other matter or condition beyond the reasonable control of either Party (collectively called "Force Majeure", financial inability to perform is hereby expressly excluded), such Party shall be relieved of the duty to perform such obligation until such time as the Force Majeure has been alleviated; provided, that upon the removal of the Force Majeure, the obligation prevented from being fulfilled will be automatically reinstated without the necessity of any notice whatsoever. 24. No Third Party Beneficiaries. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the Parties hereto and their respective administrators, executors, other legal representatives, heirs, successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any Party to this Agreement, nor shall any provision give any third person's legal standing or any right of subrogation or action over or against any Party to this Agreement. 25. Relationship of the Parties. The Parties hereto acknowledge that they are separate and independent entities and nothing contained herein shall be deemed to create a joint venture, association, partnership, agency or employment relationship between the two. Neither Party shall have the power to act in the name of, on behalf of, or incur obligations binding upon the other Party. Neither Party shall acquire an interest in the business or operations of the other by virtue of this Agreement. Furthermore, neither Party endorses or warrants the activities of the other or their business, business practices, projects, products, services or other activities. 26. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 27. Further Assurances. The Parties agree to execute and deliver from time to time such documents, and to perform all actions that may be necessary to effectively and completely carry out the intended effect of this Agreement, including but not limited to, defending the Agreement from legal or administrative challenge. 28. Construction. The language used in this Agreement will be deemed to be the language chosen by all of the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. 29. Jury Waiver. With respect to any civil action, counterclaim, or proceeding, whether at law or in equity, which arises out of, concerns or relates to this Agreement, any transactions contemplated hereunder, the performance hereof or the relationship created hereby, whether sounding in contract, tort, strict liability or otherwise, trial shall be to a court of competent jurisdiction and not to a jury. Each Party hereby irrevocably waives any right (statutory, constitutional, common law or otherwise) it may have to a trial by jury. Any Party may file an original counterpart or a copy of this Agreement with any court as written evidence of the waiver of the other Parties' right to trial by jury. No Party has made or relied upon any oral representations by any other Party regarding the enforceability of this provision. Each Party has read and understands the effect of this jury waiver provision. 30. Release. The Club agrees to release and forever discharge the CITY, its current and former departments, agencies, instrumentalities, commissioners, board members, officials, directors, officers, agents, servants, and employees, and their respective heirs, representatives and assigns (collectively the "RELEASEES"), from any and all claims, demands, or causes of action (including attorney's fees and costs), arising from any act or occurrence from the beginning of time through the present, and particularly including, but not limited to, all claims which were asserted, or could have been asserted, in the lawsuits and code cases that are the subject of this Agreement. {Balance of Page Intentionally Left Blank} IN WITNESS THEREOF, the Parties hereto have caused the execution of this Agreement by their duly authorized officials as of the day and year first written above. Signed, sealed and delivered in the presence of: Witness Print Name: Its: Witness Print Name: ATTEST: By: Its: APPROVED AS TO PLANNING CRITERIA By: Francisco Garcia, Director Planning and Zoning APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: Julie 0 Bru, City Attorney Approved by the City Commission on June 27, 2013, with the adoption of Resolution By: Johnny Martinez, PE, City Manager ATTEST: By: Todd B. Hannon, City Clerk STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2013, by , the of the Little River Club, Inc., who is personally known to me, or who has produced as identification who did/ not take an oath. Notary Seal STATE OF FLORIDA COUNTY OF MIAMI-DADE Notary Public, State of Florida Print Name: Date: My Commission Expires: The foregoing instrument was acknowledged before me this day of 2013, by Johnny Martinez, PE, the City Manager of the City of Miami, who is personally known to me, or who has produced identification who did/ not take an oath. Notary Seal Notary Public, State of Florida Print Name: Date: My Commission Expires: as CITY OF MIAMI SETTLEMENT AGREEMENT AND GENERAL RELEASE WITH THE LITTLE RIVER CLUB ("AGREEMENT") THIS AGREEMENT is made and entered into as df this day of , 2013, by and between the City of Miam'Florida municipal corporation (the "CITY") and the Little River Club, In : Florida not for profit corporation (the "CLUB") and collectivel called the aides "Part or Parties" to this Agreement. RECITA WHEREAS, the CLUB is the o�vi: ®„ the,0 property lvated within the CITY at 755 NE 79 STREET which morel icularly legally described on the attached Exhibit A (the "Subjac. Property"); WHEREAS, the CITY and e`° are st of litigation about the use and development of the Su ec Pro WHEREAS concerning the Load ness a lot at the rear of theIe Exhibit B (tl Parking e exists appropriat erty, whi pnr,a,!µa between' the CITY and the CLUB es of the use of the CLUB's parking is legally described on the attached HEREAS°th thellTY,and the CLUB wish to amicably resolve and settle tl lispute aI d '` s w fo e use of the Parking Lot Property in a manner that will iio: hh, ve nega ve impact on the surrounding area; WHET A , th`3 parties wish to amicably resolve their differences with neither Party a'dirr conceding any point of fact, law, liability, or defense; and N}()W THEREFORE, in consideration of the mutual covenants entered into bet seen the parties, and in consideration of the benefits to accrue to each, it is agreed as follows: 1. Recitals. The above recitals are true and correct, deemed to be findings, and are incorporated herein and made a part hereof. 2. Statement of Intent. With this Agreement, the CITY and the CLUB seek to establish a n w era in their relationship by ending the litigation that presently exists betwe them regarding the use of the Subject Property. Relatedly, the parties seek to amicably redirect that energy to promote sensible, appropriatj = nd myich needed redevelopment of the Subject Property consistent with tiarhearth, s .fety, welfare, and aesthetic interests of the CITY and its residents. } 3. Agreement to Modify Design. The CLUB has prepared the site Little River Club, Inc.," which is attac Among other things, the Revised Plan prop CLUB's existing building in or er to provide Subject Property from NE 79 The Revi installation of a six (6) foot maso landscaping along the northern prope prevent any and all rre. + arkin and Subject Property t 8D .® ,eet. There Street, only a six+'(C); iifoot masdnry wall. the Revised Plan tli otrgh reparati appIicat ro 4plitiegtroateep n� . City C S S Offetaring. ntrtled-"Pr000sed Rai tion Plan x1 ild °,,' (the "Re ised Plan"). emove a portion of the driveway access to the also proposes the final buffering and lush l j ct Property, which will icular and pedestrian access from the ill be r o ate that can oxen to NE 80 LUB has sought City approval of of a public hearing "Exception" XXX) approved at the June 27, 2013 A ' reemantto Process A s s lication. The OK agreeg o accep and expeditiously process the public hearing "Exception" app Vi.;-tr2 :filed by the CLUB (Application No. XXXXX) seeking the zoning approve 5''ecessary continue to use the CLUB's rear parking lot for parking purposes 4 rth conditidns as set forth in this Agreement, the Revised Plan and the Exception . 5. Development of Revised Plan. After the CITY:4pproves Exception Application No. XXXXX, the CLUB shall thereafter seek the necessary demolition and building permit(s) to develop the Revised Plan following the expiration of any and all appeal periods without CE201 1 0 0 9:66'87tand CE any appeal having been taken. The CLUB agrees that under no circumstances may the Parking Lot Property be used for parking or access purposes until the development depicted on the Revised Plan has been completed and approved by the City. The barricades present at the Subject Property preventing vehicular access onto NE 80 Steet shall not be removed until the six (6) foot masonry Wall is built. Nothing herein shall prevent the CLUB from using the Parki9:j Lot Property for any other legal purpose prior to the development of the Revised Plan's improvements. The use of the remainder of the Subject Properthall not be limited by the terms of this Agreement, as long as such se dose/not include any parking or pedestrian or vehicular access on or throe tNE 80 t. 6. Dismissal of Pending A Within ten (10) days of the CITY ap ` q ale xception No AXXX, the CLUB shall dismiss the Petition for Writ of ', _ art pending before the Third District Court of Appeal under dole number 3D 945 (Lower Tribunal Case Nos: 11-322AP and 11-406AP) an E thparties it ' miss with prejudice Case No. 11-24889 CA 15, with both PAtiet48iar,i ig their owl costs and attorneys' fees. In the event that the CITY does not a�pproved Application E ption No. XXXXX, the CLUB shall have the opti e n to continue to pursue the pending ton. Furthermore, tie G`( —wilt close Code Enforcement Case Nos. ld C 2011????. i The CLUBwill seel no further determination under Zoning Adniinistrator's Revocaon ofe Certificate of Use under File ID 11.-00645za and the City will reinstafethe Certificate of Use once substantial compliance has been made b aiding six (6) foot masonry wall. 7. Amendments. This Agreement may be amended or released by the written mutual consent of the CITY via its City Commission and the CLUB. 8. Applicable Laws and Construction. The laws of fhe. State of Florida shall govern the validity, performance and enforcement of this Agreement. This Agreement has been negotiated by the (b) Any civil action or legal pr_,Qe relating to this Agreement shall be brought in the Miami -Dade County, Florida. Each Party it jurisdiction of such court in any such civil any objection to the laying of venue of ano such court. 10. Estoppel Certificates. The CITY and the CLUB sl t '_ _ ime andfrbm time to time, upon not less than ten (10) days prior otic . e ;%�'! Party hereto, execute, acknowledge and deLio the othe "arty, a tatemen in recordable form certifying that this reemar as not be modified and i in full force and effect (or if there have:pbe lodifi tions that taid Agreen,2 nt as modified is in full force and effect and g thsa i tatioi If such mo - ifications), and that to the 3 aY" knowledg h Party rt eizany other Pa ty is then in default hereof (or if apother Pa % hen fault hereof, stating the nature and details of such defaX it being in m ; ed t ...ny such statement delivered pursuant to this paragrl % nay be .]. d up y' by any prq pective purchaser, mortgagee, successoolsignee of -y mortgage or assignee of the respective interest in Subject Proj if any, j k'any Party to this Agreement. CITY and the CLUB, and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by the CITY or by CLUB, but by all both Parties equally. 9. Venue and Jurisdiction. (a) For purposes of any suit, action, or other proceeding arising out of or relating to this Agreement, the Parties hereto do acknowledge, consent, and agree that venue therefore is Miami -Dade County, Flor'm arising out of or ud' all Circuit in aid for bly cons"? the personal on or legal proceed ng aid waives civil' ction or legal j ceding in 11. Conl ilete Agreement; Amendments. (a) This Agreement(and all the terms and provisions contained herein, including without limitatiolythe Exhibits hereto, constitute the full and complete agreement between the Parties hereto to the date hereof with respect to the matters expressly set forth herein, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements, whether written or' oral. The rule of contract interpretation known as Agreement a1'=ncorpor fed herein. 15. PuIt fc'Purpose. expressio unius est exclusio alterius shall not be applied when interpreting this Agreement to address matters not expressly identified within this Agreement. (b) Any provision of this Agreement shall be read and applied in part materia with all other provisions hereof, (c) This Agreement cannot be changed or revised except by written amendment signed by both Parties hereto or otherwise permitted herein without the express consent of the City Commission. 12. Captions. The article and section headings and c s of this':Nxeement and the table of contents preceding this Agreemenare for convenience nd reference only and in no way define, limit, describe tl cope ntent of this ,gLp ment or any part thereof, or in any way affect this®reernnt;,,or construe,ny article; section, subsection, paragraph or provision here 46- 13. Holidays. It is hereby agreed and decla d tl of +n- =-n ea notice or perfor;iance under the terms of this. A reement is to ade or ::rven on a Saturday or unday or on a legal holiday% obsT d in the TY, it shall be postponed to, the next following businescf 14. ; Exhibits: each Exhibit b red ® 'attached to this Agreement is an essential part of this A_eement. Theme xhibi,, and any amendments or i;�visions thereto, even if not pli} % Ily attache hereto, shall be treated as V they are part of this I The CITY and the CLUB acknowledge/id agree that this Agreement satisfies, fulfills and is pursuant to and for a pOlic and municipal purpose and is in the public interest, and is a proper exercise fthe CITY's power and authority. 16. No General Obligation. CLUB's aQt: to waive, discharge power. In no event shall any obligation of the CITY under this Agreement be or constitute a general obligation or indebtedness of the CITY, a pledge of the ad valorem taxing power of the CITY, the lending of credit, or a general obligation or indebtedness of the CITY within the meaning of the Constitution of the State of Florida or any other applicable laws. 17. Approvals Not Unreasonably Withheld. The CITY agrees that all approvals, consentszd reviews of the applications and permits necessary to develop the Rev'se Plan in accordance with the provisions of this Agreement will be rel eev�.: as expeditiously as possible, ingood faith, and will not be arbitrarilyo inreas ably withheld. This 'f paragraph relates solely to the legislative, min' . =_. nor admi t ative - pprovals or actions of the CITY and does not rela to any quasi-ludi c � proval or action. 18. Preservation of Rights. The CITY and the CLU �e. acknowl lg a;.d tgree that certain provisions of this Agreement will req ire' 1 TY and7o: its ards, departments or agencies, acting in their govern nt�p ies, to consider governmental action as set forth hei & j j e CITY ay e CL ackno ledge and agree that all such actions ur . -take? the CITall be undertal n in strict accordance with established��re's emei of the general laws of t e State of Florida and w CITY ordinances or regtilathis e Agre •ment or the CITY, or the nnissionyn connee erewith shall be deemed in any manner lmiit;inLatr, o15erwise affect the au hority of the CITY in the of its polt ji° gov, ental power e essly including the zoning 19. =Scriveneri�;;�}+ Errors• Surve Co ections. In the even at due to scrivener's ey ors contained herein or any Exhibit attached hereto ord'a 7y other agreement co 4templated hereby, or due to changes resulting from technical matters arising Turing the term of this Agreement, the CITY and the CLUB agree that amend ents to this Agreement required due to such inaccuracies, unforeseen events o- circumstances which do not change the substance of this Agreement may be made and incorporated herein. The City Manager is authorized to approve ich technical amendments on behalf of the CITY, and is authorized to execute any required instruments, to make and incorporate such amendment to this Agreement or any Exhibit attached hereto or any other agreement contemplated hereby. 20. Notices. The parties designate the following persons as representatives to receive any notices with regard to this Agreement: For the CITY: With a copy to: For the CLUB: With a cop Johnny Martinez, PE ,;; ty4 44, City Manager' _yR;jg City Hall, City opi frm a 3500 Pan Ame can Duty Miami, FIdt. S. Juli City `,torney Office o '.lie Cit. , Attorner�, Cit of Ma'' 444 SW 2nd Ati me, Suite 945 i, Florida Benz, Esq. BercorRa1le11 & Fernandez, P.A, Bi,, Bayne Boulevard, Suite 850 lorida 33131 'ailing of wriW noti , by mea' s of U.S. Postal Service, regular mail and certifrantail return i eceipt, shall cinstitute prima facie evidence of delivery, 21. Secessct's in Interest Thesei-s ob't' ations and enefts of this Agreement shall inure to all successors in interests to the par /les to this Agreement. 22, Effective Dat This Agreement s 11 become effective upon the approval of execution by each Party's authorized r presentative. 23. Force Majeure. In the event that either Party hereto is prevented from fully and timely performing any of its obligations hereunder due to acts of God, strikes and/or lock -outs, other industrial disturbances, acts of the public enemy, laws, rules and regulations of governmental authorities, wars or warlike action (whether actual, impending or expected, and whether de jure or de facto), arrest or other restraint of government (civil or military), blockades, insurrections, acts of terrorists or vandals, riots, epidemics, landslides, sinkholes, lightnin lurricanes, storms, floods, washouts, fire or other casualty, condemi aeon, 'earthquake, civil commotion, explosion, breakage or accident to e :•E mot or machinery, g p = any interruption of utilities, confiscation or seizure b an government or public Y V3.1 authority, nuclear reaction or radiation, rad contamination, accidevt, repairs or other matter or condition beyond - fe reasonable conti'o of either P rty (collectively called "Force Majeure", fib dial mal-jlity to per-lope.h•reby expressly excluded), such Party shall be red 'ed o the duty to p,erforr such obligation until such time as the Force Majeure t� en alleviated; provided, that upon the removal of the Force : a eure, the ob t_'on prevented fr m being fulfilled will be automatically re' aL • without the e ssity of any notice whatsoever. 24. No Third -arty Beneficia'les. dam_ Nothing ii-n t Agreement, whetter - xpress or im ,lied, is intended to confer any rights or Itkned..a der or :=� reason of thiji Agreement on any persons oxh Ewa the. Artie and their respective administrators, executor other le .l rep vOntatives, heirs, successors' and permitted assigns. Notlnu in this Agit= nt isjunt :tled to relieve or discharge the obligation or Iiabi1ityrIany third sons any Party to this/Agreement, nor shall any provision ?t any thir :r=erson's legal standing or' any right of subrogation or action over olta,ainst anParty to this Agreemen 25. Relationship of the Parties. The Parties hereto acknowledge that they are separate and independent entities and nothing contained herein sh 11 be deemed to create a joint venture, association, partnership, agency or employment relationship between the two. Neither Party shall have the power t ffact in the name of, on behalf of, or incur obligations binding upon the other Party. Neither Party shall acquire an interest in the business or operations of the otj4(er by virtue of this Agreement. Furthermore, neither Party endorses or warrants the activities of the other or their business, business practices, projects, products, services or other activities. 26. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 27. Further Assurances. The Parties agree to execute and deliver fr..: tin e to time sue.14 documents, and to perform all actions that may be,, _.ary to effectively and completely carry out the intended effect of this � 1veeiii : t° including but/ not limited to, defending the Agreement from legal m ,. n` inistrat ;challenge. / 29. Jury 'Waiv ,llWith respect Yo at yl otion, c t[ terclaim, Vr proceeding, whether at law or in ty which ouP'oi ncerns or relates to this Agreement, any T tiansac 1pr►s con am ted ender, the performanp'e hereof or the relationship created hereby, whe eTk sour win contract, tort;' strict liability or otherwise, tiiat sfilikke to a coui con 1 dent jurisdiction/and not to a jury. Each Party hereby irNtkably waitany right (statutory, /constitutionalcommon law or otherwise) iti= ay have;; o a trial by jury. /Any Party may file an original counterpart or dTd0 � his Agreement with' ny court as written evidence of the ir. , waiver of the othe aties' right to trial by Ay. No Party has made or relied upon any oral representions by any other Pay regarding the enforceability of this provision. Each Party has read and ui�, erstands the effect of this jury waiver provision. 28. Construction. orill',hhu tl The language used in this Agreement ''a deemed to be/the language chosen by all of the Parties to e ° 3 gess their mut tent, and no' rule of strict construction shall be applied agar '.y Party. Ai ;: fe•ence-to any federal, state, local, or foreign statute or law .ha 1 - eemed al lisfr o refer to all rules and regulations promulgated thereunder, a ess ::-ttj'equires otherwise. / {Balance o f/Page Intentionally Left Blank} IN WITNESS THEREOF, the Parties hereto have caused the execution of this Agreement by their duly authorized officials as of the day and year first written above. Signed, sealed and delivered in the presence of: Witness Print Name: Witness APPROVED AS TO PLANNING CRITERIA By: Francisco Garcia, Director Planning and Zoning APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: Julie 0 Bru, City Attorney Approved by the City Commission on , 2013," the adoption p'f Resolution STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of /, 2013, by , the of the Little River Club, Inc., whci is personally known to me, or who has produced / as identification who did/ not take an oath. Notary Seal STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing 2013, by Johnny M personally known t identification wh 0 PE, on di Notary Public, State ,of for a Print Name: Date: My Conn was acki wledged'.efore me this day of e City Meager If the City of Miami, who is who has 'Od ced oat Notary 'ublic, State of Florida Print Name: Dale: My Commission Expires: as