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HomeMy WebLinkAboutExhibit- Covenant- SUBTHIS INSTRUMENT PREPARED BY: Ja 040-411 CITY OF MIAMI VICTORIA MENDEZ, CITY ATTORNEY 444 S.W. 2ND AVENUE SUITE 945 MIAMI, FLORIDA 33130-1910 Folio Nos. 01-4102-005-5290 01-4102-005-6200 01-4102-005-6210 01-4102-005-6220 01-4102-005-6230 01-4102-005-6410 01-4102-005-6390 COVENANT RUNNING WITH THE LAND THIS Covenant Running with the Land (Hereinafter the "COVENANT") made and entered into this day of , 2015, by and between MIAMI SCHOOL GROUP LLC, a Florida Limited Liability Company, party of the first part (hereinafter called COVENANTOR) and the CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida, in the County of Miami -Dade, party of the second part, (hereinafter called CITY); WHEREAS, COVENANTOR is the fee OWNER of the property (hereinafter called "PROPERTY"), having street addresses of 542 NW 12 Avenue and 604 NW 12 Avenue, legally described in the attached Exhibit "A"; and WHEREAS, COVENANTOR has requested permission to construct and maintain a single level pedestrian overpass (hereinafter called "PEDESTRIAN OVERPASS") over and across the NW 6 Street to connect the COVENANTOR's Charter Schools; and WHEREAS, said PEDESTRIAN OVERPASS is to be over and across NW 6 Street located approximately 70 feet west of NW 12 Avenue with a vertical clearance of approximately 69 feet above the surface of said street; and WHEREAS, COVENANTOR has requested permission to include the "SLAM!" school identification signage (hereinafter called "SIGNAGE") on the PEDESTRIAN OVERPASS structure and the SIGNAGE shall only include the school identification and shall not include any advertising whatsoever; and WHEREAS, CITY has required the execution of this covenant running with land as a condition precedent to its acting as Permittee and to the granting of said permission to COVENANTOR to construct and maintain the PEDESTRIAN OVERPASS and SIGNAGE over and across the public street as located above; and WHEREAS, in accordance with CITY Code Section 55-14, COVENANTOR has paid to the CITY a one-time user fee in the amount of $8,815.00; NOW THEREFORE, in consideration of the express grant by CITY of the right and license to allow the construction and maintenance of the PEDESTRIAN OVERPASS and SIGNAGE over and across NW 6 Street as located above, as authorized and permitted by Resolution No. 15-0365, passed and adopted by the City Commission on September 10, 2015, subject to the terms and conditions set forth herein below, and in further consideration of these premises, COVENANTOR does hereby voluntarily, freely and knowingly covenant and agree with CITY as follows: 1. The foregoing recitals are true and correct and are made a part hereof. 2. COVENANTOR is hereby allowed to install, construct, maintain, improve, replace, and repair the PEDESTRIAN OVERPASS and SIGNAGE over and across NW 6 Street located approximately 70 feet west of NW 12 Avenue with a vertical clearance of approximately 69 feet above the surface of said street in accordance with the requirements of the Florida Building Code, Charter and Code and Zoning Code of the CITY. The permitted encroachment shall be limited to a maximum height of 100 feet with dimensions only as depicted and approved on plans on file. The permitted encroachment shall not be interpreted to convey any property rights, and the City reserves all rights in the NW 6th Street right of way, including, but not limited to, air rights above the right of way. 3. COVENANTOR agrees that the PEDESTRIAN OVERPASS shall not be occupied and is strictly limited to pedestrian ingress and egress. 4. In the event that COVENANTOR, its successors, or assigns fails in the reasonable discretion of the Director of Department of Public Works to properly maintain the PEDESTRIAN OVERPASS and SIGNAGE, or any part thereof, so that it becomes a hazard to the health, safety, and welfare of the general public, CITY shall give COVENANTOR one (1) written notice of such failure via certified mail, return receipt requested, with a copy to any mortgagee who has given written notice of its lien to the City of Miami Public Works Director, and COVENANTOR shall within thirty (30) days from receipt of such notice either (i) restore PEDESTRIAN OVERPASS and SIGNAGE, or any part thereof, to a safe condition satisfactory to CITY's Public Works Director, or (ii) remove the PEDESTRIAN OVERPASS and SIGNAGE, or any part thereof, and restore the public street below to CITY standards at no cost or expense to CITY. 5. In the event COVENANTOR, its heirs, successors, or assigns fail to either restore the PEDESTRIAN OVERPASS and SIGNAGE, any part thereof, to a safe condition satisfactory to CITY or remove the PEDESTRIAN OVERPASS and SIGNAGE, or any part thereof, and restore the right of way within the specified time as set forth in Paragraph (4), the City Manager may contract for the restoration or removal of the PEDESTRIAN OVERPASS AND SIGNAGE, and place a special assessment lien against the PROPERTY for the unpaid cost of the restoration or removal. These unpaid costs and expenses incurred by the CITY or its agents shall constitute, and are hereby imposed as, special assessment liens against the PROPERTY, and until fully paid and discharged, or barred by law, shall remain liens equal in rank and dignity with liens of city and county ad valorem taxes and superior in rank and dignity to all other liens, encumbrances, titles and claims in, to or against the real PROPERTY involved. Such fees shall become delinquent if not fully paid within 60 days after their due date. The total outstanding balance of delinquent fees and related charges shall bear an interest charge of one percent per month, on any and all of the outstanding balance of the fees due, and if not fully paid with all accrued interest by the due date will continue to accrue interest at the rate of one percent per month. Unpaid and delinquent fees, together with accrued interest, shall remain and constitute special assessment liens against the PROPERTY which is deriving a benefit under this chapter. Such special assessment liens for the repair, maintenance, removal or restoration costs and interest and costs thereon may be enforced by any of the methods provided in F.S. ch. 85, or in the alternative, foreclosure proceedings may be instituted and prosecuted under the provisions of F.S. ch. 173, or the collection and enforcement of payment thereof may be accomplished by any other method authorized by law. The owner shall pay all costs of collection, including reasonable attorney fees, court costs, and abstracting and related lien expenses imposed by this chapter. 6. COVENANTOR further covenants and agrees that all recourse against CITY is hereby expressly waived as to any damage caused, direct, indirect, consequential or otherwise, to any portion, in whole or in part, of the remainder of the COVENANTOR's buildings, resulting from the removal of the PEDESTRIAN OVERPASS and SIGNAGE, or any part thereof, from the dedicated public street pursuant to Paragraph (5) hereinabove. 7. COVENANTOR shall indemnify, defend, and hold harmless the CITY, its officials and employees, from any claims, demands, liabilities, losses or causes of action of any nature whatsoever arising out of the use, construction, maintenance and/or removal of the PEDESTRIAN OVERPASS and SIGNAGE, or any part thereof, from and against any orders, judgments or decrees which may be entered and from and against all reasonable costs, attorneys' fees, expenses, and liabilities incurred in the defense of such claim, or in the investigation thereof. 8. COVENANTOR shall indemnify, defend and save CITY, its officials and employees, harmless from and against any and all claims, liability, losses and causes of action, of any nature whatsoever, that may arise out of the granting of this Covenant or out of COVENANTOR'S activities under this Covenant, including all other acts or omissions to act on the part of COVENANTOR or any person acting for or on COVENANTOR'S behalf, and from and against any orders, judgments, or decrees that may be entered and from and against all reasonable costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claims or in the investigation thereof. All indemnities and duties to defend or hold harmless provided for in this covenant shall survive the cancellation or expiration of this covenant. 9. COVENANTOR shall keep in full force and effect at all times during the exercise of this Covenant, a commercial general liability policy of insurance of at least $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, including death, and property damage. The certificate of insurance should afford coverage for premises and operations liability, products and completed operations, personal and advertising injury liability, and any other endorsement pertinent to the scope of work. The insurance should be primary and non-contributory. The insurance and Covenant shall be subject to the approval of the CITY's Risk Manager and the CITY Attorney. The insurance policy shall be procured and premiums paid by COVENANTOR. The effective date of the policy shall be prior to or on the effective date of the Covenant, and the policy term or any renewals thereof shall remain in effect for the term of the Covenant. The insurance carrier for the policy must be rated no less than A- as to management and no less than Class (V) as to strength by the latest edition of Best's Insurance Guide and must be approved by the CITY's Risk Manager. CITY shall be listed as Additional Insured under the policy. Proof of insurance shall be supplied to the satisfaction of CITY prior to the issuance any permits. A Certificate of Insurance bearing CITY as "Additional Insured" shall in no way relieve COVENANTOR of the obligation to add CITY as "Additional Insured" to the actual insurance policy. The insurance shall provide that CITY be given at least thirty (30) days advance written notice of any material changes, cancellation or non -renewal notification, of any policy and in the event of such material change, cancellation or non -renewal notification, COVENANTOR shall immediately replace said policy with another policy to the satisfaction of CITY with the receipt of a certificate of insurance for such policy by CITY at least ten (10) days prior to the effective date of the material changes, cancellation or non -renewal of any policy. In the event that CITY is not in possession of same by such date, the CITY shall have the right to immediately secure a similar insurance policy in its name with the total cost of the premium and all monies that may become due during the term of the Covenant being charged to COVENANTOR and CITY shall have the right to declare and establish said costs as a lien on the PROPERTY of COVENANTOR, enforced as any lien provided for under the statues of the State of Florida. COVENANTOR agrees to increase from time to time, as required by the City's Code, the limits of the comprehensive liability insurance policy required to be provided pursuant to this Covenant, upon the written request of CITY. 10. It is expressly understood and agreed that this instrument touches, concerns and binds the land, shall be binding upon COVENANTOR and also upon heirs, successors in interest or assigns of COVENANTOR, and shall be a condition implied in any conveyance or other instrument affecting the title to the aforesaid property or any portion thereof. This covenant shall be in effect for a period of 30 years, after which time it shall automatically be extended for successive periods of 10 years for so long as the PEDESTRIAN OVERPASS is in existence. 11. Any notice, request, demand, approval, or consent given or required to be given under this covenant shall be in writing and shall be deemed as having been given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, to the other parties at the addresses stated below or at the last changed address given by the party to be notified as hereinafter specified: COVENANTOR: CITY: Miami School Group LLC 6340 Sunset Drive Miami, FL 33143 Attn: Manager CITY MANAGER THE City of Miami 444 SW 2nd AVENUE, 10th Floor MIAMI, FL 33130 AND DIRECTOR OF PUBLIC WORKS THE CITY OF MIAMI 444 SW 2nd AVENUE, 8th Floor MIAMI, FL 33130 12. COVENANTOR herein expressly acknowledges that (a) the permission granted by the CITY to construct the PEDESTRIAN OVERPASS and SIGNAGE over and across the CITY's public right of way is solely for the limited purposes set forth herein and does not constitute a lease and that the rights of the COVENANTOR hereunder are not those of a tenant but is a mere personal privileged to do certain expressly specified acts on the CITY's public right of way, (b) the CITY retains dominion, possession and control of the CITY's public right of way and can unilaterally end the permission herein granted to COVENANTOR in the event of default by COVENANTOR without any fault or breach or cause whatsoever, provided however, that a thirty (30) day notice is given to COVENANTOR and COVENANTOR has not cured the event of default within the period of time specified herein after receipt of notice, (c) COVENANTOR does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the CITY's public right of way by virtue of its use hereunder or by virtue of any expenditures incurred in connection herewith and (d) COVENANTOR shall comply with all applicable laws, regulations and resolutions of the State of Florida, Miami -Dade County and the City of Miami. 13. COVENANTOR shall, at its own cost and expense, record this covenant in the Miami -Dade County Public Records within thirty (30) days of its execution. The COVENANTOR shall provide recorded copies of the covenant to the CITY at the address set forth in paragraph (11) within thirty (30) days of recordation. 14. This Covenant and its Exhibits constitutes the entire final Agreement between the parties as to its subject matter and supersedes all prior and contemporaneous understanding, writings or communications between the parties as to its subject matter. This Covenant may only be amended by a written amendment executed by authorized officials of the parties employing the same formalities as were used in its execution. 15. This Covenant is governed by the laws of the State of Florida. Venue in any action or proceeding between the parties shall be in Miami -Dade County, Florida. Each party shall bear their own costs and attorney's fees (except in a lien foreclosure action). In order to expedite conclusion of these proceedings, the parties waive their right to a jury trial in actions between them arising out of this Covenant. 16. All obligations and responsibilities of COVENANTOR shall be joint and several. 17. The CITY may terminate this covenant and require removal of the PEDESTRIAN OVERPASS AND SIGNAGE in the event the NW 6th Street right of way is vacated or closed, [signature page follows] IN WITNESS WHEREOF, the COVENANTOR has caused these presents to be executed and signed in its name by its Director or Officer this day and year first above set forth. Signed and Delivered in the Presence of: FIRST WITNESS SIGN: COVENANTOR: Miami School Group LLC Florida Limited Liability Company By: Print Name: Name: Address Title: SECOND WITNESS SIGN: Print Name: Address STATE OF FLORIDA SS COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me, an officer duly authorized to administer oaths and take acknowledgements this day of 2015, by , as of Miami School Group LLC, a Florida Limited Liability Company on behalf of said company. He/she is personally known to me or presented as identification and did not take an oath. [SEAL] NOTARY PUBLIC Print Name: Commission No.: Commission Expires: ACCEPTANCE OF COVENANT CITY OF MIAMI: APPROVED AS TO CONTENT: Eduardo Santamaria, P.E., CGC Director, Department of Public Works APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe Director of Risk Management APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney 604 NW 12 AVENUE - 542 NW 12 Avenue - EXHIBIT "A" PROPERTY Lots 3,18,19 and 20, less East 7.5 feet for right of way and less the external area of a 25 foot corner radius on the southeast corner for right of way, Block 31, Lawrence Estate Land Cos. Subdivision, Plat Book 2 at Page 46. (Folio no. 01-4102-005-5290) Lots 1,2,3 and 20, less the east 7.5 feet for right of way and the West 50 feet of Lots 18 and 19, Block 40, Lawrence Estate Land Cos. Subdivision, Plat Book 2 at Page 46. (Folio Nos. 01-4102-005-6200, 01-4102-005-6210, 01-4102- 005-6220, 01-4102-005-6230, 01-4102-005-6410 and 01-4102- 005-6390) THIS INSTRUMENT PREPARED BY: CITY OF MIAMI VICTORIA MENDEZ, CITY ATTORNEY 444 S.W. 2ND AVENUE SUITE, 945 MIAMI, FLORIDA 33130-1910 Folio Nos, 01-4102-005-5290 01-4102-005-6200 01-4102-005-6210 .01-4102-005-6220 01-4102-005-6230 01-4102-005-6410 01-4102-005-6390 COVENANT RYNNING WITH THE .LAND THIS Covenant Running with the Land (Hereinafter the "COVENANT") made and entered into this — day of , 2015, IS; and between MIAMI SCHOOL GROUP LLC, a Florida Limited Liability Companilparty,of the first part (hereinafter called COVENANTOR) and the CITY OF MIAMI, FLO/I DA, a municipal corporation of the State of Florida, in the County of Miami -Dade, party of/the second part, (hereinafter called CITY); WHEREAS, COVENANTOR is the flee OWNER of the property (hereinafter called "PROPERTY"), having street addresses 7i 542 NW 12 Avenue and 604 NW 12 Avenue, legally described in the attached Exhibit "A"; and i WHEREAS, COVENANTOR h s requested permission to construct and maintain a single level pedestrian overpass (hefeinafter called "PEDESTRIAN OVERPASS") over and i across the NW 6 Street to connect 'he COVENANTOR's Charter Schools; and WHEREAS, •said PEDESTRIAN OVERPASS is to be over and across NW 6 Street located approximately 70 feet vvhst of NW 12 Avenue with a vertical clearance of approximately 69 feet above the surface of said street; and WHEREAS, COVENIANTOR has requested permission to include the "SLAM!" school identification signagel(hereinafter called "SIGNAGE") on the PEDESTRIAN OVERPASS structure and the SIGNAGE shall only include the school identification and shall not include any advertising whatsoever; and WHEREAS, CITY has required the execution of this covenant running with land as a condition precedent to its acting as Permittee and to the granting of said permission toi, COVENANTOR to construct and maintain the PEDESTRIAN OVERPASS and SIGNAGE over and across the public street as located above; and WHEREAS, in accordance with CITY Code Section 55-14, COVENANTOR has paid to the CITY a one-time user fee in the amount of $8,815,00; NOW THEREFORE, in consideration of the express grant by CITY of the right and license to allow the construction and maintenance of the PEDESTRIAN OVERPASS and SIGNAGE over and across NW 6 Street as located above, as authorized and permitted by Resolution No, , passed and adopted by the City Commission on subject to the terms and conditions set forth herein below, and in further consideration of these premises, COVENANTOR does hereby voluntarily, freely and knowingly covenant and agree with CITY as follows: 1. The foregoing recitals are true and correct and are made a part hereof. 2. COVENANTOR is hereby allowed to install, construct, maintain, improve, replace, and repair the PEDESTRIAN. OVERPASS• and SIGNAGE over and across NW 6 Street located approximately 70 feet west of NW 12 Avenue with a vertical clearance of approximately 69 feet above the surface of said street in accordance with the requirements of the Florida Building Code, Charter and Code and Zoning Code of the CITY. 3. COVENANTOR agrees that the PEDESTRIAN OVERPASS shall not be occupied and is strictly limited to pedestrian ingress and egress. 4. In the event that COVENANTOR; its successors, or assigns fails in the reasonable discretion of the Director of Department of Public Works to properly maintain the PEDESTRIAN OVERPASS and SIGNAGE, or any part thereof, so that it becomes a hazard to the health, safety, and welfare of the general public, CITY shall give COVENANTOR one (1) written notice of such failure via certified mail, return receipt requested, with a copy to any mortgagee who has given written notice of its lien to the City of Miami Public Works Director, and COVENANTOR shall within thirty (30) days from receipt of such notice either (i) restore PEDESTRIAN OVERPASS and SIGNAGE, or any part thereof, to a safe condition satisfactory to CITY's public Works Director, or (ii) remove the PEDESTRIAN OVERPASS and SIGNAGE, orany part thereof, and restore the public street below to CITY standards at no cost or expense to CITY. 5. In the event COVENANTOR, its heirs, successors, or assigns fail to either restore the PEDESTRIAN OVERPASS and SIGNAGE, any part thereof, to a safe condition satisfactory to CITY or remove the PEDESTRIAN OVERPASS and SIGNAGE, or any part thereof, and restore the right of way within the specified time as set forth in Paragraph (4), the City Manager may contract for the restoration or removal of the PEDESTRIAN / OVERPASS AND SIGNAGE, and place a special assessment lien against the PROPERTY for the unpaid cost of the restoration or removal. These unpaid costs and expenses incurred by the CITY or its agents shall constitute, and are hereby imposed as, special, assessment liens against the PROPERTY, and until fully paid and discharged, or barred,by law, shall remain liens equal in rank and dignity with liens of city and county ad valorem taxes and superior in rank and dignity to all other liens, encumbrances, titles and claims in, to or against the real PROPERTY involved, Such fees shall become delinqUent if not fully paid within 60 days after their due date. The total outstanding balance of,delinquent fees and related charges shall bear an interest charge of one percent per mbnth, on any and all of the outstanding balance of the fees due, and if not fully paid with/all accrued interest by the due date will continue to accrue interest at the rate of one percent per month. Unpaid and delinquent fees, together with accrued interest, shall remain and constitute special assessment liens against the PROPERTY which is derivingA benefit under this chapter. Such special assessment liens for the repair, maintenance/removal or restoration costs and interest and costs thereon may be enforced by any of the/methods provided in F.S. ch. 85, or in the alternative, foreclosure proceedings may be instituted and prosecuted under the provisions of F.S. ch. 173, or the collection and enforc4ment of payment thereof may be accomplished by any other method authorized by lay,. The owner shall pay all costs of collection, including reasonable attorney fees, courecosts, and abstracting and related lien expenses imposed by this chapter, 6. COVENANTOR further covenants an/agrees that all recourse against CITY is hereby expressly waived as to any da age caused, direct, indirect, consequential or otherwise, to any portion, in whole or in pe of the remainder of the COVENANTOR's buildings, resulting from the removal of thetEDESTRIAN OVERPASS and SIGNAGE, or any part thereof, from the dedicated publipistreet pursuant to Paragraph (5) hereinabove. 7. COVENANTOR shall indemnifi defend, and hold harmless the CITY, its officials and employees, from any claims, dem nds, liabilities, losses or causes of action of any nature whatsoever arising out of the !se, construction, maintenance and/or removal of the PEDESTRIAN OVERPASS and SI NAGE, or any part thereof, from and against any orders, judgments or decrees whi may be entered and from and against all reasonable costs, attorneys' fees, expenses, end liabilities incurred in the defense of such claim, or in the investigation thereof. 8. COVENANTOR shall indemnify, defend and save CITY, its officials and employees, harmless from and against any and all claims, liability, losses and causes of action, of any nature whatsoever, that may arise out of the granting of this Covenant or out of COVENANTOR'S activities under this Covenant, including all other acts or omissions to act on the part of COVENANTOR or any person acting for or on COVENANTOR'S behalf' and from and against any orders, judgments, or decrees that may be entered and from, nd against all reasonable costs, attorneys' fees, expenses and liabilities incurred in the fense of any such claims or in the investigation thereof. All indemnities and duties to defe d or hold harmless provided for in this covenant shall survive the cancellation or expir tion of this covenant, 9. COVENANTOR shall keep in full force and effect at all times duril the exercise of this Covenant, a commercial general liability policy of insurance of at le7it $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, including deh, and property damage. The certificate of insurance should afford coverage for preml es and operations liability, products and completed operations, personal and advertisin injury liability, and any other endorsement pertinent to the scope of work. The insurance §I1"ould be primary and non-contributory. The insurance and Covenant shall be subject to the apv oval of the CITY's Risk Manager and the CITY Attorney. The insurance policy shall bg• procured and premiums paid by COVENANTOR. The effective date of the policy shall tf prior to or on the effective date of the Covenant, and the policy term or any renewals the ad shall remain in effect for the term of the Covenant. The insurance carrier for the policy must be r "ted no less than A- as to management and no less than Class (V) as to stren th by the latest edition of Best's Insurance Guide and must be approved by the CyllY's Risk Manager. CITY shall be listed as Additional Insured under the policy. Proof of insurance shall be supplied to the satisfaction of CITY prior to the issuance any, ermits. A Certificate of Insurance bearing CITY as "Additional Insured" shall in no wa relieve COVENANTOR of the obligation to add CITY as "Additional Insured" to the aotuayinsuranco policy. The insurance shall provide that CITY be given at least thirty (30) days 9 vance written notice of any material changes, cancellation or non -renewal notificati 6, of any policy and in the event of such material change, cancellation or non -renew 1 notification, COVENANTOR shall immediately replace said policy with another policy to t,iio satisfaction of CITY with the receipt of a certificate of insurance for such policy by CITY at least ten (10) days prior to the effective date of the material changes, cancellation or non -renewal of any policy, In the event that CITY is not in possession of same by such date, the CITY shall have the right to immediately secure a / similar insurance policy in its name with the total cost of the premium and all monies that may become due during the• term of the Covenant being charged to COVENANTOR and CITY shall have the right to declare and establish said costs as a lien on the PROPERTY/of COVENANTOR, enforced as any lien provided for under the statues of the State of Florida, COVENANTOR agrees to increase from time to time, as required by the City's Code, "fie limits of the comprehensive liability insurance policy required to be provided pursuant to this Covenant, upon the written request of CITY. 10. It is expressly understood and agreed that this instrument touches, c9ficerns and binds the land, shall be binding upon COVENANTOR and also upon heirs, su9 essors in interest or assigns of COVENANTOR, and shall be a condition implied in any/conveyance or other instrument affecting the title to the aforesaid property or any portio/thereof. This covenant shall be in effect for a period of 30 years, after which time it shawl( automatically be extended for successive periods of 10 years for so long as the PEDESTRIAN OVERPASS is in existence, 11. Any notice, request, demand, approval, or consent given ,Or required to be given under this covenant shall be in writing and shall be deemed as haying been given when mailed by United States registered or certified mail, return receipt/requested, postage prepaid, to the other parties at the addresses stated below or the last changed address given by the party to be notified as hereinafter specified: / COVENANTOR: CITY: Miami School Group LLC 6340 'inset Drive Miami', FL 33143 Atty: 1 Manager .1 CITY MANAGER / THE City of Miami ,/ 444 SW 2nd AVENUE, loth Floor , MIAMI, FL 33130 AND DIRECTOR OF PUBLIC WORKS THE CITY OF MIAMI 444 SW 2nd AVENUE, 8th Floor MIAMI, FL 33130 12. COVENANTOR herein expressly acknowledges that (a) the permission granted by the CITY to construct the PEDESTRIAN OVERPASS and SIGNAGE over and across the nCITY's public right of way is solely for the limited purposes set forth herein and does, ot constitute a lease and that the rights of the COVENANTOR hereunder are not those of a tenant but is a mere personal privileged to do certain expressly specified acts on -the CITY's public right of way, (b) the CITY retains dominion, .possession and control of the CITY's public right of way and can unilaterally end the permission herein granted to: COVENANTOR in the event of default by COVENANTOR without any fault or breach or cause whatsoever, provided however, that a thirty (30) day notice is given to COVENANTOR and COVENANTOR has not cured the event of defaultwithin the period of time specified herein after receipt of notice, (c) COVENANTOR does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the CITY's public right of way by virtue of its use hereunder or by virtue of any expenditures incurred in connection herewith and (d) COVENANTOR shall comply with all applicable' laws, regulations and resolutions of the State of Florida, Miami -Dade County and the City of Miami. 13. COVENANTOR shall, at its own cost and expense, record this covenant in the Miami -Dade County Public Records within thirty (30) days. of its execution. The COVENANTOR shall provide recorded copies of the covenant to the CITY at the address set forth in paragraph (11) within thirty (30) days of recordation. 14. This Covenant and its Exhibits constitutes the entire final Agreement between the parties as to its subject matter and supersedes all prior and contemporaneous understanding, writings or communications between the parties as to its subject matter. This Covenant may only be amended by a written amendment executed by authorized officials of the parties employing the same formalities as:Vvere used in its execution. 15. This Covenant is governed by therlaws of the State of Florida. Venue in any action or proceeding between the parties shall be in Miami -Dade County, Florida. Each party shall bear their own costs and attorney's fees (except in a lien foreclosure action). In order to expedite conclusion of these peoceedings, the parties waive their right to a jury trial in actions between them arising out of this Covenant. 16. All obligations and resp?nsibilities of COVENANTOR shall be joint and several. 17, The CITY may terminate this covenant and require removal of the PEDESTRIAN OVERPASS AND SIGNAGE in the event the NW 6th Street right of way is vacated or closed. fi [signature page follows] fi IN WITNESS WHEREOF, the COVENANTOR has caused these presents to be,executed and signed in its name by its Director or Officer this day and year first above sgt forth, Signed and Delivered in the COVENANTOR: Presence of: Miami School Group LLC Florida Limited Liability Company FIRST WITNESS SIGN: By: Print Name: Name: Address Title: SECOND WITNESS SIGN: Print Name: Address STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged 'before me, an officer duly authorized to administer oaths and take acknowledgements this day of 2015, by , as of Miami School Group LLC, a Florida Limited Liability Company on behalf of said company. He/she is personally known to me or presented as identification and did not take an oath. NOTARY PUBLIC Print Name: Commission No,: [SEAL] Commission Expires: ACCEPTANCE OF COVENANT CITY OF MIAMI: APPROVED. AS TO CONTENT: Eduardo Santamaria, RE, CGC. Director, Department of Public Works APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe Director of Risk Management APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney 604 NW 12 AVENUE - 542 NW 12 Avenue - EXHIBIT "A" PROPERTY Lots 3,18,19 and 20, less East 7.5 feet for right of way and Tess the external area of a 25 foot corner radius on the southeast corner for right of way, Block 31, Lawrence Estate Land Cos. Subdivision, Plat Book 2 at Page 46. (Folio no. 01-4102-005-5290) Lots 1,2,3 and 20, less the east 7.5 feet for right of way and the West 50 feet of Lots 18 and 19, Block 40, Lawrence Estate Land Cos. Subdivision, Plat Book 2 at Page 46. (Folio Nos. 01-4102-005-6200, 01-4102-005-6210, 01-4102- 005-6220, 01-4102-005-6230, 01-4102-005-6410 and 01-4102- 005-6390)