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HomeMy WebLinkAbout06-15-16 PZAB Supporting DocsPZAB.3 PLANNING, ZONING AND APPEALS BOARD FACT SHEET File ID: Title: Location: Applicant(s) Purpose: Finding(s): Planning and Zoning Department: Planning, Zoning and Appeals Board: 16-00666sc Quasi -Judicial A RESOLUTION OF THE PLANNING, ZONING AND APPEALS BOARD, WITH ATTACHMENT(S), RECOMMENDING APPROVAL OR DENIAL OF THE CLOSING, VACATING, ABANDONING AND DISCONTINUING FOR PUBLIC USE, A PORTION OF NORTHWEST FIRST AVENUE, BETWEEN NORTHWEST FIRST STREET AND NORTHWEST SECOND STREET, MIAMI, FLORIDA. Approximately NW 1st Ave between NW 1st St and NW 2nd St. [Commissioner Ken Russell, District 2] Javier Avino, Esq., on behalf of DT Miami A LLC, DT Miami B LLC and the City of Miami (as co -applicant). 1450 Brickell Avenue, 23RD Floor Miami, FL. 33131-3456 (305) 374-7580 The purpose of this street closure is to annex the closed section of NW 1st Avenue into the approved Tract A, and to realign it with N. Miami Court. The reason for the request is to further unify a development site for the redevelopment of Flagler Grand Central Station (part of the All Aboard Florida rapid transit facilities). Recommends approval with conditions. June 15, 2016. ANALYSIS FOR STREET CLOSURE File ID# 16-00666sc REQUEST: Pursuant to Section 55-15 (c) of the Miami City Code, the applicant proposes the closing, vacating, abandoning, and discontinuing for public use a portion of a public street. PROJECT ADDRESS: A portion of NW 1st Avenue, between NW 1st Street and NW 2nd Street, approximately .23 acres (10,018 square feet) in area. APPLICANT: DT Miami A LLC, DT Miami B LLC and the City of Miami (as co -applicant) COMMISSION DISTRICT: District 2 FOLIO#: not applicable ZONING DESIGNATION: T6-80-0 & CS NET OFFICE: Downtown COUNTY DESIGNATION: Rapid Transit Zone (RTZ) Overlay GENERAL INFORMATION: REQUEST: Pursuant to Section 55-15(c), of the City Code of Ordinances, the applicant requests the vacation, closure, and discontinuing the use of a public street. BACKGROUND: The applicant (DT Miami LLC and DT Miami B LLC) own properties located at approximately 195 NW 2nd Street and 200 NW 1st Avenue, respectively. Previously, the applicant (DT Miami LLC and DT Miami B LLC) applied for and received approval from the City of Miami, Plat and Street Committee of a Tentative Plat located on the west side of NW 1st Avenue, between NW 1st Street and NW 3rd Street (Tentative Plat #1876) to create a unified transit development project. The current request is to close and vacate a portion of NW 1st Avenue, (between NW 1st Street and NW 2nd Street) with approximately 10,018 square feet. The reason for the request is to further unify a development site for the redevelopment of Flagler Gran Central Station (part of the All Aboard Florida transit facilities). Currently, NW 1st Avenue is a two-lane thoroughfare that flows in north and south direction within the proposed Flagler Gran Central Station site. The City of Miami is a co -applicant on this application as there is a "Real Estate Purchase and Exchange Agreement" between the applicant (DT Miami A LLC and DT Miami B LLC) and the City. Specifically, this land exchange will be for one parcel (located at approximately 104 NW 1st Avenue) which abuts the proposed street closure ceded to the applicant and the City receiving property owned by the applicant in another location within the City. The City's conveyance of this property as part of a land exchange assists in providing assemblage of land to integrate the adjoining Flagler Gran Central Station Tracts. The land exchange agreement between the property owner and the City of Miami is contingent upon the approval of the proposed street closure. A copy of the legislation of the Miami City Commission, authorizing the City Manager to execute the Agreement, is included herein as Exhibit B. City of Miami Planning and Zoning Department Current zoning of NW 1st Avenue, proposed Street Closure (outlined in red). Aerial View of the proposed Street Closure portion of NW 1st Avenue (outlined in red). As depicted below, a section of NW tat Avenue (outlined in red) lies within the proposed Flagler Gran Central Station development. The proposed closure of a section of NW 1st Avenue and addition of the City -owned property to the approved Tract A (outlined in green) facilitates the All Aboard Florida Rapid Transit development. Aerial View. Proposed All Aboard Florida development area #4 Property currently owned by Flagler East Coast Railway (parent company of All Aboard Florida) and part of a Land Exchange Agreement. #'s 1, 2, 3. All Aboard Florida development areas Tract A & Tract B approved by Tentative PLAT# 1876. Flagler Gran Central Station First Addition Part of the All Aboard Florida. 1 1 NW 1st Avenue, to connect with the proposed 1 new alignment and to extend until NW 1stL1 Street. 1 1 Section of NW 1st Avenue proposed for 1 1 Street Closure. 1 This public park is part of a Land Exchange Agreement with Flagler East Coast Railway (parent of All Aboard Florida). Miami -Dade County Rapid Transit Zone (RTZ) overlay. File Id # 16-00666sc 2IPage City of Miami Planning and Zoning Department Aerial #1. Iroposed Closure, existing configuration ?— Proposed New Alignment, NW V' Avenue Aerial tfL. roposea rtealignment witn new configuration. The applicant proposes to annex the closed section of NW 1st Avenue into the approved Tract A (as depicted above on Aerial #1), then reconnect it with the existing traffic on NW 1st Avenue and realign it with N. Miami Ct. (as depicted on Aerial #2). The existing City -owned park (part of the land exchange) will be redeveloped to meet the proposed tract and road configurations. The proposed closure of a section of NW 1st Avenue to vehicular traffic may provide an increase of active pedestrian uses with the redevelopment of Flagler Gran Central Station. This street closure is considered a key element of unifying the site for the All Aboard rapid transit facilities. ANALYSIS: The following is an evaluation of the request pursuant to Section 55-15(c) of the City Code of Ordinances which states that in addition to technical requirements for vacation and closures, that the Plat and Street Committee review four (4) public interest findings related to vacation and closures. The Plat and Street Committee Findings for the street closure application are attached as Exhibit A, and summarized below. 1. Public Interest Finding: Is it in the public interest, or would the general public benefit from the vacation of the rights -of -ways or easements? Plat and Street Committee Response: The tentative plat site is part of the new rapid transit facility station (All Aboard Florida), which will combine mixed -use development within approximately nine File Id # 16-00666sc 3IPage City of Miami Planning and Zoning Department acres of land spanning from NW 1st Street to NW 8th Street, between NW 1st Avenue to the east and Metrorail to the west. The closure of a section of NW 1st Avenue and the redevelopment as a passageway will enhance the pedestrian access and circulation areas in and around the proposed Station. The proposed redevelopment of the Flagler Gran Central Station site will benefit from the enhanced public access and circulation provided by the new configuration connecting NW 1st Avenue and NW 1st Street. 2. Public Interest Finding: Is the general public no longer using the rights -of -way or easement, including public service vehicles such as trash and garbage truck, police, fire or other emergency vehicles? Plat and Street Committee Response: The general public, police, fire -rescue, and service vehicles are using NW 1st Avenue and sidewalks accommodate pedestrian circulation. 3. Public Interest Finding: Would there be no adverse effect on the ability to provide police, fire or emergency services? Plat and Street Committee Response: There would be no adverse effect on the ability to provide fire, police or emergency services. The closure will provide a wider realigned street that allows access for these services. 4. Public Interest Finding: Would the vacation and closure of the rights -of -way or easements have a beneficial effect on pedestrian and vehicular circulation in the area? Plat and Street Committee Response: In order to mitigate the impact of the closure, the applicant proposes to connect and realign NW 1st Avenue (between NW 2nd Street and NW 1st Street) to N. Miami Court by broadening its lanes and reducing pedestrian and vehicular conflict. On April 23, 2016, The Plat and Street Committee members voted to recommend approval, 6 in favor and 0 in denial, of this street closure request subject to the following conditions: 1. A Letter of Approval from the Miami -Dade County Transportation and Public Works Department, Traffic Engineering Section is required. 2. Tentative Plat application must be made with Miami —Dade County after receiving approval from the City of Miami, Plat and Street Committee. 3. An Opinion of Title as to the reversionary right of the right-of-way to be closed and vacated will be required by the Planning, Zoning and Appeals Board. The Opinion of Title must also address whether or not there are individuals, in addition to the abutting property owners, having an interest in the right-of-way to be closed and vacated. A copy of the Opinion of Title must be provided to the Public Works Department. 4. The Plat and Street Committee has reviewed the tentative plat of Flagler Gran Central Station First Addition and determined that all technical requirements contained in the Miami City Code Subdivision regulations have been met and has approved the tentative plat. The members of the Plat and Street Committee have further considered the request for vacation and closure of the street with respect to Miami City Code requirements and have voted to recommend 6 in favor and 0 in denial of this vacation and closure request subject to approval from the Miami -Dade County Transportation and Public Works Department, Traffic Engineering Section. File Id # 16-OO666sc 41Page City of Miami Planning and Zoning Department CONCLUSION: The proposed street closure is consistent with the goals, objectives, and policies of the Miami Comprehensive Neighborhood Plan (MCNP). This closure will facilitate cohesive development, economic growth, and revitalization, as the proposed development. Specifically, MCNP Policy LU-1.3.15 states that the City will continue to encourage a development pattern that enhances existing neighborhoods by developing a balanced mix of uses including areas for employment, shopping, housing, and recreation in close proximity to each other. The closure of NW 1st Avenue (between NW 2nd Street and NW 1st Street), as presented, is important to the local traffic flow, as well as for the revitalization and enhancement of the areas surrounded by Flagler Gran Central Station Transit facilities. This street closure will result in a positive impact for the City of Miami in general. Based on the Plat and Street Committee findings, conditions of approval, and the staff analysis, the Planning and Zoning Department recommends the Approval of the request subject to the following conditions: 1. The applicant, owner or their successor shall meet applicable development standards identified in the Miami 21 Code and all applicable local, county, state, and federal regulations. 2. The applicant shall provide an access plan for review and acceptance by the City's Fire -Rescue, Police, Solid Waste Departments and the Capital Improvements Program/Office Transportation. 3. A building permit, including phased permits, will not be issued on the property being platted until the final plat is recorded or as authorized by the City of Miami Code Section 55-10(i). 4. A Certificate of Occupancy shall only be issued after all the required subdivision improvements have been completed. 5. The new alignment of NW 1st Avenue section shall be designed pursuant to Public Works cross- section detail (Misc. 35-85-27). 6. The applicant or their successor shall comply with the conditions of approval stated for the Flagler Gran Central Station First Addition Tentative Plat #1876, in a letter dated April 15, 2016 from the Department of Public Works. d)i Christopher Brimo, AICP Chief of Land Development Luiz Vicentini Planner I June 1,2016 Exhibit A- Plat and Street Comments letter for, Flagler Gran Central Station First Addition Amended Plat #1876, dated April 15, 2016 Exhibit B- Real Estate Purchase and Exchange Agreement File Id # 16-00666sc 5IPage EXHIBIT A "PLAT AND STREET COMMITTEE LETTER" FLAGLER GRAN CENTRAL STATION FIRST ADDITION, AMENDED PLAT #1876 April 15, 2016 DT Miami A LLC ATTN: Kolleen Lobb 2855 Lejeune Road Suite 400 Coral Gables, FL 33134 City of Anti DT Miami B LLC ATTN: Kolleen Lobb 2855 Lejeune Road Suite 400 Coral Gables, FL 33134 DANIEL J. ALFONSO City Manager City of Miami ATTN: Daniel J. Alfonso 444, SW 2 Avenue 10th Floor Miami, FL 33130 FLAGLER GRAN CENTRAL STATION FIRST ADDITION TENATIVE PLAT #1876 LOCATED ON THE WEST SIDE OF NW 1 AVENUE, BETWEEN NW 1 STREET AND NW 3 STREET Ladies and Gentlemen: The City of Miami Plat and Street Committee, at its meeting of April 7, 2016 approved the above tentative plat subject to the following revisions being made to the tentative plat, additional information being provided and/or variances being granted. Please be advised that the processing of your tentative plat cannot proceed until these conditions have been satisfied: 1. In order to improve text clarity, draw the main sketch at a larger scale. 2. Provide 25 foot corner radius dedications on the northwest and southwest corners of the intersection of NW 1 Avenue and NW 2 Street. 3. A portion of NW 3 Street across the former F.E.C. railroad is not dedicated right of way. Show this portion of NW 3 Street as an easement over property now under the jurisdiction of Miami — Dade County. 4. On the note describing the right of way to be closed and vacated by this plat, delete "adopted by resolution..." 5. A letter of approval from the Miami — Dade County Transportation and Public Works Department, Traffic Engineering Section is required. 6. Further describe the development intent. 7. Provide certification of the tree table by an Arborist or Landscape Architect. 8. Add the portion of the City of Miami "Cl" zoning in the zoning information. 9. Highlight the zoning designations on the location sketch. 10. A letter from Comcast is required to determine if any adjustments to their facilities or easements are required. 11. Verify with Miami -Dade County that the proposed plat name is acceptable. 12. All encroachments across proposed tract and/or lot lines must be removed prior to final plat submittal. 13. An Opinion of Title, in the City of Miami Opinion of Title form, must be provided at the time of final plat submittal. 14. Current backup documentation will be required for all who execute the final plat. A resolution for authority to execute documents and a Certificate of Good Standing from the Secretary of State are required, ifapplicable. 15. Tentative plat application must be made with Miami -Dade County after receiving approval from the City of Miami Plat and Street Committee. 16. Be advised that an incomplete final plat package will not be accepted by the City of Miami. It is the owner's responsibility to work with his surveyor and his attorney to assure that everything is in order before submitting the final plat package. FLAGLER GRAN CENTRAL STATION FIRST ADDITION -- TENTATIVE PLAT # 1876 April 15, 2016 Page 2 of 3 17. Be advised that if all requirements for scheduling the final plat for City Commission action are not in order, the final plat will not be scheduled for a City Commission meeting. 18. A letter of concurrency from Miami -Dade County School Board is required prior to the final plat approval (see contact sheet). The tentative plat name and tentative plat number must be included on the application form. 19. A letter from the Miami — Dade Water and Sewer Department is required to determine if any adjustments to their facilities or easements are required. 20, Existing utilities located within the street to be closed and vacated must be relocated or easements provided. 21. An Opinion of Title as to the reversionary right of the right-of-way to be closed and vacated will be required by the Planning, Zoning and Appeals Board. The opinion of title must also address whether or not there are individuals, in addition to the abutting property owners, having an interest in the right-of-way to be closed and vacated. A copy of the opinion of title must be provided to the Public Works Department. 22. The Planning, Zoning and Appeals Board will require a sketch and legal description with a square footage, on an 8 Y2" x I I" paper, for the proposed closure. Contact the office of the Hearing Boards, at 305-416-2030. Provide a copy to the Public Works Department. 23. The Plat and Street Committee has reviewed the tentative plat of Flagler Gran Central Station First Addition and determined that all technical requirements contained in the Miami City Code Subdivision Regulations have been met and has approved the tentative plat. The members of the Plat and Street Committee have further considered the request for vacation and closure of the street with respect to Miami City Code requirements and have voted to recommend 6 in favor and 0 in denial of this vacation and closure request subject to approval from the Miami — Dade County Transportation and Public Works Department, Traffic Engineering Section. In addition to the above requirements, you should be aware of the following: 1. State and local laws require the installation of various physical improvements in the public rights -of -way when property is platted. These subdivision improvements include paving, drainage, landscaping, sidewalks, etc. In some cases this could represent a substantial investment on your part. REQUIRED: The submission of an electronic copy of the tentative plat, in an AutoCAD version, to the City of Miami Public Works Department, Roadway Plans Section will EXPEDITE the preparation and enhance the ACCURACY of the subdivision improvement letter required for the final plat approval. 2. The alteration, relocation or installation of utilities such as storm and sanitary sewers, electric, telephone, water, etc., caused by this plat will be at the property owner's expense. Also, utility easements may be required on the property being platted. 3. A building permit will not be issued on the property being platted until the final plat is recorded or as authorized by the City of Miami Code Section 55-10(i). Also, the Certificate of Occupancy for any building construction will be issued only after all the required subdivision improvements have been completed. 4. Approval for fire flow requirements must be obtained from the Fire -Rescue Department prior to the issuance of a building permit. 5. In order to mitigate problems associated with access and construction activities throughout the neighborhood, the contractor/developer is encouraged to notify the affected neighborhood residents, in writing, of the project starting and completion dates at the time of issuance of permits. The contractor/developer may coordinate the notification of residents with the local City of Miami NET Service Center. DEPARTMENT OF PUBLIC WORKS 444 SW 2'd Avenue, 8« Floor / Miami, FL 33130 / (305) 416-1200 / Fax: (305) 416-1278 Mailing Address: P.O. Box 330708 Miami, FL 33233-0708 FLAGLER GRAN CENTRAL STATION FIRST ADDITION — TENTATIVE PLAT #1876 April 15, 2016 Page3of3 6. Additional items must be provided to the City of Miami Department of Public Works before the final plat is submitted to the City Commission for approval. You will be notified in writing as to what these items are after the amount of the bond has been determined for the necessary subdivision improvements. It is required that the applicant contacts the City of Miami Public Works Survey Section to verify that all final plat submittal documents are complete prior to final plat submittal. 7. Tentative plat approval is only valid for two (2) years from the date of the Plat and Street Committee meeting at which time it was approved. If you have any questions concerning these requirements, please refer to the attached sheet for the approprie person to contact. Sin, i sigge, Alittigtfr Ed) Santamaria, P.E., CGC Directo of Public Works ES/' c `kA151[0 Enclosure: Contact Sheet C: Ludovici & Orange Consulting Engineers 329 Palermo Avenue Coral Gables, FL 33134 Plat and Street Committee Members Nzeribe lhekwaba, Ph.D., P.E., Assistant City Manager/Chief of Operations Survey Development and Roadway Plans Central DEPARTMENT OF PUBLIC WORKS 444 SW 2' Avenue, 80+ Floor / Miami, FL 33130 / (305) 416-1200 / Fax: (305) 416-1278 Mailing Address: P.O. Box 330708 Miami, FL 33233-0708 EXHIBIT B "REAL ESTATE PURCHASE AND EXCHANGE AGREEMENT" A: REVISED RESOLUTION, TO BECOME EFFECTIVE IMMEDIATELY UPON ITS ADOPTION AND SIGNATURE OF THE MAYOR. B: RESOLUTION FILE NUMBER 15-01348. A: REVISED RESOLUTION, TO BECOME EFFECTIVE IMMEDIATELY UPON ITS ADOPTION AND SIGNATURE OF THE MAYOR. (3 PAGES) City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File ID: 15-01348 Enactment #: R-15-0474 Version: 3 Type: Resolution Introduced: 10/8/15 Status: Passed Enactment Date: 10/22/15 Controlling Body: Office of the City Clerk A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A REAL ESTATE PURCHASE AND EXCHANGE AGREEMENT ("AGREEMENT"), WITH TERMS AS DESCRIBED HEREIN BETWEEN THE CITY OF MIAMI ("CITY"), FDG RAIL HOLDINGS 25 LLC ("FDG") AND ALL ABOARD FLORIDA - OPERATIONS LLC AND/OR ITS AFFILIATES (COLLECTIVELY, "AAF"), FOR A LAND EXCHANGE OF TWO CITY -OWNED PROPERTIES, ONE OF WHICH CONTAINS APPROXIMATELY 0.18 ACRES, LOCATED AT 104 NORTHWEST 1ST AVENUE, MIAMI, FLORIDA, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "A", ATTACHED AND INCORPORATED ("CITY PROPERTY SOUTH"), AND THE OTHER OF WHICH CONTAINS APPROXIMATELY 0.32 ACRES, IDENTIFIED AS FOLIO NUMBER 01-3136-000-0090 AND LEGALLY DESCRIBED IN EXHIBIT "B", ATTACHED AND INCORPORATED ("TRACTS F&G"), IN EXCHANGE FOR THAT CERTAIN FDG-OWNED PROPERTY, CONTAINING APPROXIMATELY 0.50 ACRES, LOCATED AT 435 NORTHWEST 1ST COURT, MIAMI, FLORIDA, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "C", ATTACHED AND INCORPORATED ("FDG PROPERTY"); PROVIDING THAT AAF SHALL FURTHER PAY THE CITY FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) AS A PUBLIC BENEFITS CONTRIBUTION FOR THE ESTABLISHMENT OF A NEW CITY FIRE STATION IN THE NEARBY AREA AND SHALL BE GRANTED CERTAIN CROSSING RIGHTS TO ALLOW AAF TO USE THAT CERTAIN PORTION OF NORTHWEST 8TH STREET INCLUDING SUBSURFACE AND AIR RIGHTS AS DESCRIBED IN EXHIBIT "D", ATTACHED AND INCORPORATED; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN AGREEMENT AND SUCH OTHER DOCUMENTS AS MAY BE NECESSARY, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, TO EFFECTUATE SUCH LAND EXCHANGE TRANSACTION IN ACCORDANCE WITH TERMS AND CONDITIONS PRECEDENT AS DESCRIBED HEREIN, WITH AAF AND/OR FDG COVERING THE COSTS ASSOCIATED WITH THIS TRANSACTION, INCLUDING SURVEY, TITLE INSURANCE AND CLOSING COSTS, WITH TERMS AND CONDITIONS MORE PARTICULARLY DESCRIBED IN SAID AGREEMENT. WHEREAS, the City of Miami ("City") is the owner in fee simple title to that certain real property located at 104 Northwest 1st Avenue, Miami, Florida, legally described in Exhibit "A", attached and incorporated ("City Property South"); and City or Miami Page I Printed on 6/2/2016 and legally described in Exhibit "B", attached and incorporated ("Tracts F&G"); and WHEREAS, the City will exchange Tracts F&G, subject to a reservation of air rights above 100 feet ("City Property North"), and the City Property South (together the "City Property"); and WHEREAS, FDG Rail Holdings 25 LLC, a Delaware limited liability company ("FDG"), is the owner in fee simple title to that certain real property Iocated at 435 Northwest 1st Court, Miami, Florida, legally described in Exhibit "B" attached and incorporated ("FDG Property"); and WHEREAS, AAF shall be granted certain crossing rights to allow AAF to use that certain portion of Northwest 8th Street, Miami, Florida, including subsurface and air rights up to one hundred (100) feet as described in Exhibit "D", attached and incorporated; and WHEREAS, AAF shall voluntarily pay the City an amount equal to five hundred thousand dollars ($500,000.00) toward a fire station as a public benefit or similar public project; and WHEREAS, the City, AAF, and FDG shall work together, at the sole cost and expense of AAF and FDG, to conceptually design and construct, in accordance with the City Code, the roadway near Northwest 1st Avenue between Northwest 1st Street and Northwest 2nd Street, Miami, Florida ("New Roadway"), substantially in accordance with Exhibit "E", attached and incorporated; and WHEREAS, before the exchange is effectuated the City, AAF, and FDG shall file and process the application required in order to replat ("Plat Process") the City Property and Tract A, as recorded in Plat Book 170, Page 4I, which would include the vacation as depicted on Exhibit "F", attached and incorporated; and WHEREAS, before the exchange is effectuated the City and FDG shall file and process the rezoning (and any land use change) needed to allow for a portion of the FDG Property to be used as park space; and WHEREAS, Section 29-B of the Charter of the City of Miami, Florida provides an exception from the competitive bidding requirements for disposition of non -waterfront City -owned property when conveying to an adjacent property owner when the subject property is non -waterfront property and is non -buildable; and WHEREAS, the City Property and Tracts F&G are non -buildable and non -waterfront properties, and their conveyance would assist in providing for the assemblage of land by AAF for a project of government in which the City and City agencies have invested millions of dollars; and WHEREAS, Section 18-179 of the Code of the City of Miami, Florida, as amended ("City Code") provides that competitive bidding requirements may be waived upon the City Manager's finding, attached and incorporated hereto, "that such methods would be futile for the reason that only one possible bidder could be chosen," so long as the procedural requirements of Section 18-182 are satisfied; and WHEREAS, Section 18-182(c) of the City Code provides in relevant part that "the city commission may declare an exemption from the requirements contained therein, and declare them inapplicable by resolution provided that the City Manager has made a written finding that it is in the best interest of the City, which findings must be ratified by an affirmative vote of 2/3 of the commission after a properly advertised public hearing"; and WHEREAS, these transactions are exchanges of real property between the parties to effectuate a project of government involving major transportation components with South Florida Regional Transportation Authority; and WHEREAS, the City Property will be conveyed "AS IS" and "WHERE IS", and the City will not warrant the sufficiency of its title nor any interest it may have in the property conveyed; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: City of Miami Page 2 Printed on 6/2/2016 Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2) City of Miami Page 3 Primed on 6/2/2016 B: RESOLUTION FILE NUMBER 15-01348 AND ADDITIONAL DOCUMENTS. (10 PAGES) City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, F1,33133 www.miamigov.com &tile Number: 15-01348 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A REAL ESTATE PURCHASE AND EXCHANGE AGREEMENT ("AGREEMENT"), WITH TERMS AS DESCRIBED HEREIN BETWEEN THE CITY OF MIAMI ("CITY") AND AAF MIAMI TOD HOLDINGS LLC ("AAF''), FOR A LAND EXCHANGE OF TWO CITY -OWNED PROPERTIES, ONE OF WHICH CONTAINS APPROXIMATELY 0.30 ACRES, LOCATED AT 104 NORTHWEST 1ST AVENUE, MIAMI, FLORIDA, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF ("CITY PROPERTY"), AND THE OTHER OF WHICH CONTAINS APPROXIMATELY 0.32 ACRES, IDENTIFIED AS FOLIO NUMBER 01-3136-000-0090 <te1:01-3136-000-0090> AND LEGALLY DESCRIBED IN EXHIBIT "B", ATTACHED HERETO AND MADE A PART HEREOF ("TRACTS F&G"), IN EXCHANGE FOR THAT CERTAIN AAF-OWNED PROPERTY, CONTAINING APPROXIMATELY 0.50 ACRES, LOCATED AT 435 NORTHWEST 1ST COURT, MIAMI, FLORIDA, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT"C" ATTACHED HERETO AND MADE A PART HEREOF ("AAF PROPERTY"); PROVIDING THAT AAF SHALL FURTHER PAY THE CITY FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) AS A PUBLIC BENEFITS CONTRIBUTION FOR THE ESTABLISHMENT OF A NEW CITY FIRE STATION IN THE NEARBY AREAAND SHALL BE GRANTED CERTAIN CROSSING RIGHTS TO ALLOW AAF TO USE THAT CERTAIN PORTION OF NORTHWEST 8TH STREET INCLUDING AIR RIGHTS AS DESCRIBED IN EXHIBIT "D", ATTACHED HERETO AND MADE A PART HEREOF; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN AGREEMENT AND SUCH OTHER DOCUMENTS AS MAYBE NECESSARY, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, TO EFFECTUATE SUCH LAND EXCHANGE TRANSACTION IN ACCORDANCE WITH TERMS AND CONDITIONS PRECEDENT AS DESCRIBED HEREIN, WITH TERMS AND CONDITIONS MORE PARTICULARLY DESCRIBED IN SAID AGREEMENT. WHEREAS, the City of Miami ("City") is the owner in fee simple title to that certain real property located at 104 Northwest 1st Avenue, Miami, Florida, legally described in Exhibit "A", attached hereto and incorporated herein by specific reference ("City Property"); and WHEREAS, the City is the owner in fee simple title to that certain real property identified as Folio number 01-3136-000-0090, including air rights up to one hundred (100) feet, and legally described in Exhibit "S", attached hereto and made a part hereof ("Tracts F&G"); and WHEREAS, AAF Miami TOD Holdings LLC ("AAF")is the owner in fee simple title to that certain real property located at 435 Northwest lst Court, Miami, Florida, legally described in Exhibit "B", attached hereto and incorporated herein by specific reference ("AAF Property"); and WHEREAS, AAF shall be granted certain crossing rights to allow AAF to use that certain portion of Northwest 8th Street, Miami, Florida, including air rights up to one hundred (100) feet as described In City of Miami Page 1 of 3 File id: 15-0J348 (Version: 1) Printed On: 10/13/2015 File Number.' 15-01348 Exhibit "D", attached hereto and made a part hereof; and WHEREAS, AAF shall voluntarily pay the City an amount equal to five hundred thousand dollars ($500,000.00) toward a fire station as a public benefit; and WHEREAS, the City and AAF shall work together to conceptually design Northwest 1st Avenue between Northwest 1st Street and Northwest 2nd Street, Miami, Florida, ("New Roadway"), substantially in accordance with Exhibit "E", attached hereto and made a part hereof; and WHEREAS, before the exchange is effectuated the City and AAF shall file and process the application required in order to replat ("Plat Process") the City Property and Tract A, as recorded in Plat Book 170, Page 41, which would include the vacation as depicted on Exhibit "F", attached hereto and made a part hereof; and WHEREAS, before the exchange is effectuated the City and AAF shall file and process the rezoning (and any land use change) needed to allow for the AAF Property to be used as park space; WHEREAS, Section 29-B of the City of Miami Charter provides an exception from the competitive bidding requirements for disposition of non -waterfront City -owned property when conveying to an adjacent property owner when the subject property Is non -waterfront property and Is non -buildable; and WHEREAS, the City Property and Tracts F&G are non -buildable and non -waterfront properties, and their conveyance would assist in providing for the assemblage of land by AAF for a project of government in which the City and City agencies have invested millions of dollars; and WHEREAS, these transactions are exchanges of real property between the parties to effectuate a project of government involving major transportation components with South Florida Regional Transportation Authority; and WHEREAS, the Property will be conveyed "as is" and "where is" and the City will not warrant the sufficiency of its title nor any interest it may have in the property conveyed ; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference and incorporated as fully set forth in this Section. Section 2. The City Manager is hereby authorized {1} to execute an Agreement, with the conditions as described herein between the City and AAF for a land exchange of two City -owned properties, one of which contains approximately 0.30 acres, located at 104 Northwest 1st avenue, Miami, Florida, as more particularly described on Exhibit "A", attached hereto and made a part hereof ("City Property"), and the other of which contains approximately 0.32 acres, identified as folio number 01-3136-000-0090 and legally described in Exhibit "B", attached hereto and made a part hereof ("Tracts F&G")., in exchange for that certain AAF-owned property, containing approximately 0.50 acres, located at 435 Northwest lst Court, Miami, Florida, as more particularly described on Exhibit "C", attached hereto and made a part hereof ("AAF property"); providing that AAF shall further voluntarily pay the City five hundred thousand dollars ($500,000.00) as a public benefits contribution for the establishment of a much needed new city fire station in the nearby area and shall be granted certain Clly of Miami Page 2 of 3 File Id: 15-01348 (Version: 1) Printed On: 10/1312015 File Number: 15-01348 crossing rights to allow AAF to use that certain portion of Northwest 8th Street, Miami, Florida, including air rights as described in Exhibit "D", attached hereto and made a part hereof. Section 3. The City Manager is further authorized{1} to negotiate the Agreement and such other documents as may be necessary, in a form acceptable to the City Attorney, to effectuate such land exchange transaction in accordance with terms and conditions precedent as described, with terms and conditions more particularly described in said Agreement. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} PROVE AS TO FO VICTORIA MENDEZ CITY ATTORNEY RRECT1LI=SS: Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, It shall become effective at the end of ten (10} calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City ofMinmi Page 3 of 3 File ld: 15-01348 (Version: 1) Printed On; 10/13/2015 City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.rniamigov.com File Number: 15-01348 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A REAL ESTATE PURCHASE AND EXCHANGE AGREEMENT ("AGREEMENT"), WITH TERMS AS DESCRIBED HEREIN BETWEEN THE CITY OF MIAMI ("CITY") AND AAF MIAMI TOD HOLDINGS LLC ("AAF"), FOR A LAND EXCHANGE OF TWO CITY -OWNED PROPERTIES, ONE OF WHICH CONTAINS APPROXIMATELY 0,30 ACRES, LOCATED AT 104 NORTHWEST 1ST AVENUE, MIAMI, FLORIDA, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF ("CITY PROPERTY"), AND THE OTHER OF WHICH CONTAINS APPROXIMATELY 0,32 ACRES, IDENTIFIED AS FOLIO NUMBER 01-3136-000-0090 <te1:01-3136-000-0090> AND LEGALLY DESCRIBED IN EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF ("TRACTS F&G"), IN EXCHANGE FOR THAT CERTAIN AAF-OWNED PROPERTY, CONTAINING APPROXIMATELY 0.50 ACRES, LOCATED AT 435 NORTHWEST 1ST COURT, MIAMI, FLORIDA, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "C" ATTACHED HERETO AND MADE A PART HEREOF ("AAF PROPERTY"); PROVIDING THAT AAF SHALL FURTHER PAY THE CITY FIVE HUNDRED THOUSAND DOLLARS ($500,000,00) AS A PUBLIC BENEFITS CONTRIBUTION FOR THE ESTABLISHMENT OF A NEW CITY FIRE STATION IN THE NEARBY AREAAND SHALL BE GRANTED CERTAIN CROSSING RIGHTS TO ALLOW AAF TO USE THAT CERTAIN PORTION OF NORTHWEST 8TH STREET INCLUDING AIR RIGHTS AS DESCRIBED IN EXHIBIT"D", ATTACHED HERETO AND MADE A PART HEREOF; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN AGREEMENT AND SUCH OTHER DOCUMENTS AS MAY BE NECESSARY, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, TO EFFECTUATE SUCH LAND EXCHANGE TRANSACTION IN ACCORDANCE WITH TERMS AND CONDITIONS PRECEDENT AS DESCRIBED HEREIN, WITH TERMS AND CONDITIONS MORE PARTICULARLY DESCRIBED IN SAID AGREEMENT. WHEREAS, the City of Miami ("City") is the owner in fee simple title to that certain real property located at 104 Northwest 1st Avenue, Miami, Florida, legally described in Exhibit "A", attached hereto and incorporated herein by specific reference ("City Property"); and WHEREAS, the City is the owner in fee simple title to that certain real property identified as Folio number 01-3136-000-0090, including air rights up to one hundred (100) feet, and legally described in Exhibit "E", attached hereto and made a part hereof ("Tracts F&G"); and WHEREAS, AAF Miami TOD Holdings LLC ("AAF"), is the owner in fee simple title to that certain real property located at 435 Northwest 1st Court, Miami, Florida, legally described in Exhibit "B", attached hereto and incorporated herein by specific reference ("AAF Property"); and WHEREAS, AAF shall be granted certain crossing rights to allow AAF to use that certain portion of Northwest 8th Street, Miami, Florida, including air rights up to one hundred (100) feet as described In City of Miami Prege 1 of? File Id: I S-01348 (Version: 1) Printed On: 10/13/2015 File Number. 15-01348 Exhibit"D", attached hereto and made a part hereof; and WHEREAS, AAF shall voluntarily pay the City an amount equal to five hundred thousand dollars ($600,000.00) toward a fire station as a public benefit; and WHEREAS, the City and AAF shall work together to conceptually design Northwest 1st Avenue between Northwest lst Street and Northwest 2nd Street, Miami, Florida, ("New Roadway"), substantially in accordance with Exhibit "E", attached hereto and made a part hereof; and WHEREAS, before the exchange is effectuated the City and AAF shall file and process the application required in order to replat ("Plat Process") the City Property and Tract A, as recorded In Plat Book 170, Page 41, which would include the vacation as depicted on Exhibit "F", attached hereto and made a part hereof; and WHEREAS, before the exchange is effectuated the City and AAF shall file and process the rezoning (and any land use change) needed to allow for the AAF Property to be used as park space; WHEREAS, Section 29-B of the City of Miami Charter provides an exception from the competitive bidding requirements for disposition of non -waterfront City -owned property when conveying to an adjacent property owner when the subject property is non -waterfront property and Is non -buildable; and WHEREAS, the City Property and Tracts F&G are non -buildable and non -waterfront properties, and their conveyance would assist in providing for the assemblage of land by AAF for a project of government in which the City and City agencies have invested millions of dollars; and WHEREAS, these transactions are exchanges of real property between the parties to effectuate a project of government involving major transportation components with South Florida Regional Transportation Authority; and WHEREAS, the Property will be conveyed "as is and "where is" and the City will not warrant the sufficiency of its title nor any interest it may have in the property conveyed; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA; Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference and incorporated as fully set forth in this Section. Section 2. The City Manager is hereby authorized {1} to execute an Agreement, with the conditions as described herein between the City and AAF for a land exchange of two City -owned properties, one of which contains approximately 0.30 acres, located at 104 Northwest lst avenue, Miami, Florida, as more particularly described on Exhibit "A", attached hereto and made a part hereof ("City Property"), and the other of which contains approximately 0.32 acres, identified as folio number 01-3136-000-0090 and legally described in Exhibit "B", attached hereto and made a part hereof ("Tracts F&G"), in exchange for that certain AAF-owned property, containing approximately 0,50 acres, located at 435 Northwest 1st Court, Miami, Florida, as more particularly described on Exhibit "C", attached hereto and made a part hereof ("AAF property"); providing that AAF shall further voluntarily pay the City five hundred thousand dollars ($500,000.00) as a public benefits contribution for the establishment of a much needed new city fire station in the nearby area and shall be granted certain Ciry of Miami Page 2 of 3 File Id: 15411348 (Version: 1) Primed On: 10/13/2015 File Number: 15-01348 crossing rights to allowAAF to use that certain portion of Northwest 8th Street, Miami, Florida, including alr rights as described in Exhibit "D", attached hereto and made a part hereof. Section 3. The City Manager is further authorized{1} to negotiate the Agreement and such other documents as may be necessary, in a form acceptable to the City Attorney, to effectuate such land exchange transaction in accordance with terms and conditions precedent as described, with terms and conditions more particularly described in said Agreement. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} PROVE AS TO FORM AND GQRREC SS: 1 / VICTORIA MENDEZ CITY ATTORNEY Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 3 of 3 File Id: 15-01348 {Version:; 1) Piloted On; 10/13/2015 Date: 10/09/2015 AGENDA ITEM SUMMARY FORM FILE ID: 15-01 348 Law Department Matter ID No, 15-2418 Requesting Department: Dept. of Real Estate & Asset Mngt, Commission Meeting Date: 10/22/2015 District Impacted: 2 Type: a Resolution ❑ Ordinance ❑ Emergency Ordinance ❑ Discussion Item n Other Subject: Resolution authorizing the City Manager to execute a Real Estate Purchase and Exchange Agreement (the "Agreement"), by and between the City of Miami ("City") and FDG Rail Holdings 25 LLC, a Delaware Limited Liability Company ("FDG"), AAF Miami .TOD Holdings, LLC, and its affiliates, (collectively "AAF"). Purpose of Item: A resolution of the Miami City Commission, with attachment(s), authorizing the City Manager to execute the Agreement, in substantially the attached form, by and between the City of Miami ("City") and FDG Rail Holdings 25 LLC, a Delaware Limited Liability Company ("FDG"), AAF Miami TOD Holdings, LLC, and its affiliates, (collectively "AAF"), for a land exchange of two City -owned properties, one of which contains approximately 0.30 acres, located at 104 NW 1st Avenue, as more particularly described on Exhibit "A" attached hereto and made a part hereof ("City Property South"), and the other of which contains approximately 0.32 acres, identified as Folio number 01-3136-000- 0090 and legally described in Exhibit "B" attached hereto and made a part hereof ("Tracts F&G"), in exchange for that certain. FDG-owned property, containing approximately 0.50 acres, located at 435 NW 1st court, as more particularly described on Exhibit "C" attached hereto and made a part hereof ("FDG property"); AAF shall further pay the City Five Hundred Thousand Dollars ($500,000.00), and shall be granted certain crossing rights to allow AAF to use that certain portion of NW 8th street including subsurface and air rights as described in Exhibit "D" attached hereto and made a part hereof; and to execute such other documents as may be necessary to effectuate such land exchange transaction in accordance with terms and conditions of the Agreement, with AAF covering the costs associated with this transaction, including survey, Title Insurance and closing costs, with terms and conditions more particularly described in the Agreement. Background Information: See Supplemental Page Budget Impact Analysis YES Is this item related to revenue? ' 500, 000 NO Is this item an expenditure? If so, please identify funding source below. General Account No: Special Revenue Account No: CIP Project No: NO Is this item funded by Homeland Defense/Neighborhood Improvement Bonds? Start Up Capital Cost: Maintenance Cost: Total Fiscal Impact: Final Approvals slolv>ATE CIP N/A Budge ' 16/3 15 If using or receivin capital funds Grants N/A Purchasing N/A Risk Management„ Dept. Director Chief City Manager--1PJ Page 1 of 2 SUPPLEMENTAL PAGE Subject: Resolution authorizing the City Manager to execute a Real Estate Purchase and Exchange Agreement (the "Agreement"), by and between the City of Miami ("City") and FDG Rail Holdings 25 LLC, a Delaware Limited Liability Company ("FDG"), AAF Miami TOD Holdings, LLC, and its affiliates, (collectively "AAF"). Background Information: The City of Miami ("City") is the owner in fee simple title to that certain real property located at 104 NW 1st Avenue, legally described in Exhibit "A", attached hereto and incorporated herein by specific reference ("City Property South"). The City is the owner in fee simple title to that certain real property identified as Folio number 01-3136- 000-0090 ("Tracts F&G"), including air rights up to one hundred (100) feet, and legally described in Exhibit "B", attached hereto and made a part hereof (collectively "City Property North"). FDG Rail Holdings 25 LLC, A Delaware Limited Liability Company ("FDG"), is the owner in fee simple title to that certain real property located at 435 NW 1st Court, legally described in Exhibit "C", attached hereto and incorporated herein by specific reference ("FDG Property"). AAF shall be granted certain crossing rights to allow AAF to use that certain portion of NW 8th street including subsurface and air rights up to 100 feet as described in Exhibit "D" attached hereto and made a part hereof. AAF shall contribute to the City an amount equal to five hundred thousand dollars ($500,000.00), which shall be used as a public benefit towards the construction of a fire station or similar public project; and The City and AAF shall work together to conceptually design NW lst Avenue between NW lst Street and NW 2nd Street ("New Roadway") substantially in accordance with Exhibit "E" attached hereto and made a part hereof. AAF shall, at its cost and expense, design and construct the New Roadway in accordance with the City Code. The City and AAF shall file and process the application required in order to replat ("Plat Process") the City Property and Tract A, as recorded in Plat Book 170, Page 41, which would include the vacation as depicted on Exhibit "F" attached hereto and made a part hereof. Section 29-B of the City of Miami Charter provides an exception from the competitive bidding requirements for disposition of non -waterfront City -owned property when conveying to an adjacent property owner when the subject property is non -waterfront property and is non -buildable. The City Property North and City Property South are non -buildable and non -waterfront, and its conveyance would assist in providing for the assemblage of land by AAF. The Property will be conveyed as is and where is and the City will not warrant the sufficiency of its title nor any interest it may have in the Property. Page 2 of 2 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Todd B. Hannon City Clerk FROM: Daniel Rotenberg Director Department of Real Estate and Asset Management DATE; October 9, 2015 SUBJECT: Real Estate Purchase and Exchange Agreement between City and AAF REFERENCES: 10 Day Notice ENCLOSURES: Agreement Enclosed you will find an advertisement for notice of a public hearing to be held by the. City Commission on October 22, 2015, for a resolution authorizing the City Manager to execute a Real Estate Purchase and Exchange Agreement between the between the City of Miami ("City") and AAF Miami TOD Holdings LLC ("AAF"). Please place the advertisement in accordance with public hearing requirements of the City Commission. Thank you for your assistance in this matter. Approved: sue-. nna M. Medina, Agenda Coordinator AB;HM CITY OF MIAMI, FLORIDA NOTICE OF PUBLIC HEARING A public hearing will be held by the City Commission of the City of Miami, Florida on October 22, 2015, at 9:00 AM at City Hall, located at 3500 Pan American Drive, Miami, Florida, for the purpose of granting the following: A RESOLUTION OF THE MIAMI CITY COMMISSION, AUTHORIZING THE CITY MANAGER TO EXECUTE A REAL ESTATE PURCHASE AND EXCHANGE AGREEMENT ("AGREEMENT"), BETWEEN THE CITY OF MIAMI ("CITY") AND AAF MIAMI TOD HOLDINGS LLC ("AAF"), FOR A LAND EXCHANGE OF TWO CITY -OWNED PROPERTIES, ONE O.F WHICH CONTAINS APPROXIMATELY 0.30 ACRES, LOCATED AT 104 NW 1ST AVENUE, ("CITY PROPERTY"), AND THE OTHER OF WHICH CONTAINS APPROXIMATELY 0.32 ACRES, IDENTIFIED AS FOLIO NUMBER 01-3136-000-0090 ("TRACTS F&G"), IN EXCHANGE FOR THAT CERTAIN AAF-OWNED PROPERTY, CONTAINING APPROXIMATELY 0.50 ACRES, LOCATED AT 435 NW 1ST COURT, ("AAF PROPERTY"); AAF SHALL FURTHER PAY THE CITY FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) AND SHALL BE GRANTED CERTAIN CROSSING RIGHTS TO ALLOW AAF TO USE THAT CERTAIN PORTION OF NW 8TH STREET INCLUDING AIR RIGHTS; AND TO EXECUTE SUCH OTHER DOCUMENTS AS MAY BE NECESSARY TO EFFECTUATE SUCH LAND EXCHANGE TRANSACTION IN ACCORDANCE WITH TERMS AND CONDITIONS OF THE AGREEMENT, WITH TERMS AND CONDITIONS MORE PARTICULARLY DESCRIBED IN THE AGREEMENT. All interested persons are invited to appear and may be heard concerning such proposed acquisition. Should any person desire to appeal any decision of the City Commission with respect to any matter considered at this meeting, that person shall ensure that a verbatim record of the proceedings is made, including all testimony and evidence upon which any appeal may be based (F.S. 286,0105). In accordance with the Americans with Disabilities Act of 1990, persons needing special accommodations to participate in the proceeding may contact the Office of the City Clerk at (305) 250-5361 (Voice) no later than two (2) business daysprior to the proceeding or TTY users may call via 711 (Florida Relay Service) no later than three (3) business days prior to the proceeding, (City Seal) # 22720 Todd B. Hannon City Clerk ..Title A RESOLUTION OF THE PLANNING, ZONING AND APPEALS BOARD, WITH ATTACHMENT(S), CLOSING, VACATING, ABANDONING AND DISCONTINUING FOR PUBLIC USE, A PORTION OF NORTHWEST FIRST AVENUE, BETWEEN NORTHWEST FIRST STREET AND NORTHWEST SECOND STREET, MIAMI, FLORIDA. ..Body WHEREAS, the Plat and Street Committee, at its meeting on April 07, 2016, reviewed the street closure application and determined that all technical requirements have been met and by a vote of six to zero (6 - 0), recommended approval of the vacation and closure of 10,018 square feet area of NW 1st Avenue as set forth; and WHEREAS, the Plat and Street Committee, has given due consideration to the criteria set forth in Chapter 55, Section 55.15 (c) of the City Code of Ordinances and has determined this application complies with this criteria; and WHEREAS, the Department of Public Works and the Plat and Street Committee have studied the subject street vacation and closure and determined that it will not affect pedestrian or vehicular traffic circulation or access for public service; and WHEREAS, based on the Plat and Street Committee findings, condition for approval, and the discussion above, the Planning and Zoning Department recommends the Approval of the request subject to the following conditions: 1. The applicant shall provide an access plan for review and acceptance by the City's Fire - Rescue, Police, Solid Waste Departments, and the Capital Improvements Program/Office Transportation. 2. A building permit, including phased permits, will not be issued on the property being platted until the final plat is recorded or as authorized by the City of Miami Code, Chapter 55, Section 55-10(i). 3. A Certificate of Occupancy shall only be issued after all the required subdivision improvements have been completed. 4. The new alignment of NW 1st Avenue section shall be designed pursuant to Public Works cross-section detail (Misc. 35-85-27). 5. The applicant or their successor shall meet applicable development standards identified in the Miami 21 Code and all applicable local, state, and federal regulations. 6. The Applicant or their successor shall comply with the conditions of approval stated for the Flagler Gran Central Station First Addition Tentative Plat #1876, in the letter dated April 15, 2016 from the Department of Public Works. WHEREAS, the Miami Planning, Zoning and Appeals Board, at its meeting on June 15, 2016, following an advertised public hearing, adopted Resolution No. PZAB-R-16-00666 by a vote of XX to XX (X-X), item no. X, recommending APPROVAL with conditions of the vacation and closure as set forth; and WHEREAS, the City Commission finds that it is in the best interest of the general welfare of the City of Miami and its inhabitants to grant the vacation and closure of a portion of the public right-of-way as hereinafter described, and deems it advisable to do so; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION 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 as if fully set forth in this Section. Section 2. A portion of Northwest 1st Avenue between Northwest 1st Street and Northwest 2nd Street, Miami, Florida, more particularly described in Exhibit "A," is closed, vacated, abandoned and discontinued for public use. Section 3. Approval of the requested vacation and closure shall be valid for a period of four (4) years and shall remain independent of the referenced tentative plat during this period. Section 4. The approved final plat must be recorded within the four (4) year approval period of the requested vacation and closure. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {1} ..Footnote {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. AERIAL 16-00666sc 0 25 50 100 Feet 1 I 1 I 1 N A PORTION OF NW 1 AV, BETWEEN NW 1 STAND NW 2 ST A N MIAMI 21 (EXISTING) 16-00666sc SEOPW Community Redevelopment A PORTION OF NW 1 AV, BETWEEN NW 1 ST AND NW 2 ST 0 50 100 1 i I 200 Feet �. Bilzin Sumberg Javier F, Aviri6 Tel 305-350-7202 Fax 305-351-2275 javino@bilzin.com April 29, 2016 Olga Zamora, Chief Planning and Zoning Department, Hearing Boards City of Miami 444 Southwest 2nd Avenue, 3rd Floor Miami, Florida 33130 Re: Letter of Intent for Application for Road Vacation and Closure Dear Ms. Zamora: This firm represents DT Miami A LLC and DT Miami B LLC, the owners ("Owners") of properties located at 195 NW 2nd Street and 200 NW 1st Avenue, respectively. The Owners previously applied for and received approval from the City of Miami Plat and Street Committee of a Tentative Plat located on the west side of 1st Avenue, between NW lst Street and NW 3rd Street (Tentative Plat #1876) for purposes of facilitating a unified transit development project. The approval is enclosed herein, PursuanttoCity of Miami Code of -Ordinances -Section 55-15 the Owners now submit this application for road vacation and closure of those portions of the public right-of-way necessary pursuant to Tentative Plat #1876, illustrated in the attached survey. As a parcel of land owned by the City of Miami ("City") abuts the proposed closure areas, the City has joined as a co -applicant in the application. The closure was approved by Plat and Street as meeting the technical requirements of the plat as well as serving the public interest. This closure will not impede the ability of the public to access the roads in this area and will provide for a unified development site with the redevelopment of the All Aboard Florida transit facilities. Please find enclosed all required application materials, Please do not hesitate to contact me should you have any questions or need any additional information. Sincerely, JFA Enclosures MIAMI 4989931,1 81993/47634 Bilzin Sumberg Baena Price & Axelrod LLP 114,50 Brickell Avenue, 23rd Floor, Miami, Florida 33131-3456 Tel 305.374.7580 I Fax 305.374,7593 I bilzin.com tv of mud BUILDING DEPARTMENT Transaction Statement Financial Transaction ID: 303583 Transaction Date: Apr 29 2016 11:22AM Permit Number: FEE SUMMARY Javier Avino obo Flager Grand Station (305)350-7202 Fee Category Fee Code Fee Description Quantity Unit Type Amount HEARING BOARDS - APPLICATION/APPEAL MS-217 VACATION AND CLOSURE - PUBLIC RIGHT OF WAY 10018.0000 SQ. FT. $20,036.00 HEARING BOARDS - PUBLIC HEARING MS-228 PUBLIC HEARING - ADVERTISING 1.0000 UNITS $1,500.00 HEARING BOARDS - PUBLIC HEARING PUBLIC HEARING - PUBLIC MEETING PACKAGE 1.0000 UNITS $72.00 HEARING BOARDS - PUBLIC HEARING PUBLIC HEARING - MEETING MAIL NOTICE - NEIGHBORS 82.0000 NGH X HRGS $369.00 HEARING BOARDS - PUBLIC HEARING MS-241 PUBLIC HEARING - MEETING MAIL NOTICE - APPLICANT/APPEALLANT 2.0000 HEARINGS $9.00 HEARING BOARDS - PUBLIC HEARING MS-226 PUBLIC HEARING - LU POLICY 1.5.4 34.0000 NGH X HRGS $153.00 Total: $22,139.00 Rev. Jul/02/2012 Generated on Apr/29/2016 11:22 AM (1:-rt r f tend~ BUILDING DEPARTMENT Transaction Statement Financial Transaction ID: 303583 Transaction Date: Apr 29 2016 11:22AM Permit Number: ity of Miami .The City of Miaii .. . Sin Cashi8rinrl_ ArRA ,nigh 3ase visit us at www,miamigov.c0m Aain Cashiering Area to Time: 04/29/2016 11:43:AM RD NBR: **** **** **** 0574 ANS TYPE: PURCHASE IOUNT: $434.50 1T114: 044513 YFILE/OUST: 1612095 1/39 ****CUSTOMER COPY************* /isa (Auth# 044513) total Received: s434.50 $22,139.00 Please visit us at www„miamigov.com **************CUSTOMER COPY************* Javier Avino obo Flager Grand Station (305)350-7202 FEE SUMMARY Fee Code Fee Description Quantity Unit Type Amount MS-217 VACATION AND CLOSURE - PUBLIC RIGHT OF WAY 10018.0000 SQ. FT. $20,036.00 MS-228 PUBLIC HEARING - ADVERTISING 1.0000 UNITS $1,500.00 MS-227 PUBLIC HEARING - PUBLIC MEETING PACKAGE 1.0000 UNITS $72.00 MS-225 PUBLIC HEARING - MEETING MAIL NOTICE - NEIGHBORS 82.0000 NGH X HRGS $369.00 MS-241 PUBLIC HEARING - MEETING MAIL NOTICE - AP_P_LICANT/AP_P_EALLANT___ 2.0000 HEARINGS $9,00 MS-226 PUBLIC HEARING - LU POLICY 1,5,4 34.0000 NGH X HRGS $153.00 Total: $22,139.00 Generated on'Apr/29/2016 11:22 AM Kev. JUI/U2/2U12 Fee Breakdown To: Javier Avino From: City of Miami, Planning and Zoning Department, Hearing Boards Section Date: April 29, 2016 Re: Street Closure - 195 NW 2 Street and 200 NW 1st Av Item Revenue Street Closure - In Square Footage Advertising PZAB Meeting Package Mailing Adjacent Property Owners Notice Applicant Notice Land Use Policy Notice (Net:Downtown) Total (for two (for two (for two hearings) hearings) hearings) Qty 10,018 1 1 Fee Unit Price $ 2.00 $ 1,500.00 $ 72.00 82 $ 4.50 2 $ 4.50 34 $ 4.50 Amount $ - 20,036.00 $ 1,500.00 $ 72.00 $ 369.00 $ 9.00 $ 153.00 $ 22,139.00 Please note the street closure calulations are based on 0.23 acres of project site placed on your application. If the square footage is determined to be greater you will be billed an additional invoice. VACATION AND CLOSURE HECKLIST eviewer Name Anil cant Name Review Date �- .LO,,r (` / /6. - Pr Ii�l� ��� � f /G.. Contact Information t )r�° � l POD Project Name and Address Yes., „ ,.... 0 e wmn, �- ..... , ,.w,.,�—, �r , .. .,, � w,� ,.: , , ,..,� �.., ,�� Ai Yes 135 Yes °t4Yes es' Yes 1711.1 Yes Clies ❑ Yes al Yes • es es lo,Yes Yes ❑ Yes ❑ -Yes ❑ Yes ❑wYes Yes ❑ Yes LI Yes LI No ❑ No ❑ No ❑ No ❑ No ❑ No ❑ No LI No ❑ No ❑ No LI No ❑ No CI No ❑ No ❑ No ❑ No • No ❑ No ❑ No ❑ No ❑ N/A Copies of the Tentative Plat: One (1) 24x36" and one (1) 8%x11" ❑ N/A Original sketch of surveys: One (1) 24x36"; two (2) 11x17" and one (1) 8Y2x11" " ❑ N/A Opinion of Title at 17 LI N/A Letter from Public Works e V ❑ N/A One (1) copy of Recorded Deed ' V LI N/A "Exhibit A", legal description and sketch of area to be vacated; the original 81/2x11" sketch of survey can be labeled as "Exhibit A" L ❑ N/A Current photos, two (2) minimum, showing the entire property. t /A Covenant running with the land LI N/A ❑ N/A ❑ N/A N/A ❑ N/A ❑ N/A N/A N/A N/A ❑ N/A ❑ N/A ;( N/A Proof of Lobbyist Registration 0 c" Affidavit of Authority to Act 6 1-- Disclosure of Ownership of all owners F Iv - Disclosure of all contract purchasers Certificate of Status from Tallahassee dated within 1 year of V application for Profit and Non-profit owners and contract purchasers Corporate Res. or Power of Atty. from all owners or Board of Directors ,✓ Corp. Res, or -Power -of Attyfrom-all contract purchasers Non -profits: List of Board of Directors (owners) Non -profits: List of Board of Directors (contract purchasers) Certified list of adjacent owners within 500 feet 0 Disclosure of Agreement to Support or Withhold Objection Public School Concurrency 6 S❑ Yes ❑ No ❑ N/A g-0. 3 Code Enforcement violation(s) - rite"C.t illYes ❑ No ❑ N/A All property addresses/location subject to this request Fisted Yes ❑ No ❑ N/A All questions answered ❑ Yes ❑ No ❑ N/A Paid receipt authorize any refund to be issued to (Name and Complete Address). *If any information/documentation required above is missing, application is not accepted and all documents are returned to the applicant. *If all required information/documentation is presented, date stamp and initial the application. Rev. 07-2013 8 VACATION A'tiD CLOSURE. PPLICATION Please refer to Chapter 55 of the Miami City Code for Vacation and Closure information. 1. Applicant(s): City of Miami, DT Miami A LLC, DT Miami B LLC ME: 9 l0 2. Description of area: See Exhibit "A"rc, 3. Copies of the Tentative Plat: One (1) 24x36" and one (1) 8%x11" prepared by a State of Florida registered land surveyor. 4. Original sketch of surveys: a) One (1) 24x36"; b) Two (2) 11x17"; and c) One (1) 81/2x11" prepared by a State of Florida Registered Land Surveyor showing only the area to be vacated or closed and the pertinent legal description of the area, within one year from the date of application. 5. Opinion of Title addressing the reversionary rights, if any. Note: An update is required ifmorethan three (3) months elapse before Zoning Board or City Commission approval. 6. Signed Tentative Plat letter from Public Works indicating Plat & Street recommendation. 7. A clear and legible copy of the recorded warranty deed and tax forms of the most current year showing the present owner(s) and legal description of the property. 8. A clear and legible copy of the legal description and sketch of area to be vacated, labeled as "Exhibit A". The original 81/2x11" sketch of survey in #3 above can be labeled, "Exhibit A". 9. At least two photographs showing the entire property showing land and improvements. 10. Copy of the lobbyist registration processed by the Office of the City Clerk, if applicable. 11. Affidavit of Authority to Act and the Disclosure of Ownership of all owner —and contract purchasers, if applicable —of -the -subject- property. 12. For all corporations and partnerships indicated: a) Articles of Incorporation; b) Certificate from Tallahassee showing good standing, less than one (1) year old; c) Corporate Resolution or a Power of Attorney signed by the secretary of the Corporation authorizing the person who signed the application to do so; d) Non-profit organizations: A list of Board of Directors less than one (1) year old. 13. Certified list of owners of real estate within 500 feet of the subject property. 14. Original Disclosure of Consideration Provided or Committed for Agreement to Support or Withhold Objection Affidavit. 15. The subject property(ies) cannot have any open code enforcement/lien violations. 16. What is the acreage of the project/property site? 0.23 acres 17. What is the purpose of this application/nature of proposed use? Road vacation and closure for unified transit development project. MIAMI 4985 955.1 81993/47634 Rev. 07-2013 2 VACATION NID CLOSURE1 PPLICATION 18. Is the property within the boundaries of a historic site, historic district or archeological zone? Please contact the Planning and Zoning Department on the 3rd Floor for information. No. 19. Is the property within the boundaries of an Environmental Preservation District? Please contact the Planning and Zoning Department on the 3rd Floor for information. No. 20. What would be the anticipated duration of the presentation in front of the: El Planning, Zoning and Appeals Board 30-40 min. and/or El City Commission 30-40 min. 21. Cost of processing according to Section __62-22.:of the Miami City Code*: Vacation of public right-of-way: Original submittal: a. Per square foot of right-of-way $ 2.00 Minimum $ 3,000.00 Maximum (Re -submittals) $ 4,000.00 b. Advertising $ 1,500.00 c. Mail notice fee per notice $ 4.50 d. Meeting package mailing fee per package $ 6.00 *Fees over $25, 000.00, shall be paid in the form of a certified check, cashier's check, or money order. DT Miami A LLC an Signature pi DT Miami B LLC Name Kolleen obb on behalf of Telephone 305-520-2344 STATE OF FLORIDA -- COUNTY OF MIAMI-DADE Address 2711 Centerville -Road Suite 400 Wilmington, DE 19808 E-mail kolleen.cobbfeci.com The foregoing was acknowledged before me this day of Pqn I 2016, by Kolleen Cobb as Vice President and Secretary of DT Miami A LLC and DT Miami B LLC, Delaware limited liability companies. She is personally known to me or who has produced as identification and who did (did not) take an oath. (Stamp) JESSICAALVAREZ Y MY COMMISSION # FF 030333 EXPIRES: October 23, 2017 Bonded Thru Notary Public Underwriters Signature MIAMI 4985955.1 81993/47634 Rev. 07-2013 3 VACATION NID CLOSURE, IFFLICATION AFFIDAVIT OF AUTHORITY TO ACT Before me this day, the undersigned personally appeared Kolleen Cobb on behalf of DT Miami A LLC and DT Miami B LLC, who being by me first deposes and says: 1. That he/she is the owner or the legal representative of the owner, submitting the public hearing application as required by the Code of the City of Miami, Florida, affecting the real property located in the City of Miami, as listed on the foregoing pages. 2. That all owners who he/she represents, if any, have given his/her full and complete permission for him/her to act in his/her behalf for the change or modification of a classification or regulation of zoning as setoutin the foregoing petition, RI including or ❑_ not -including-responses.to- day -to day staff inquires. 3. That the foregoing and following pages are part of this affidavit and contain the current names, mailing addresses, telephone numbers and legal descriptions of the real property of which he/she is the owner or legal representative. 4. That the facts, as represented in the application and documents submitted in conjunction with this affidavit, are true and correct. Further Affiant sayeth not. DT Miami A LLC DT M mi B LLC Kolleen Cobb on behalf of DT Miami A LLC and DT Miami B LLC By: Applicant(s) Name Applica(s) Signature STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this 2-el day of Y1 1 2016, by Kolleen Cobb as. Vice President and Secretary of DT Miami A LLC and DT Miami B LLC, Delaware limited liability companies. She is personally known to me or who has produced as identification and who did (did not) take an oath. (Stamp) Signature JESSICA ALVAREZ /.4' i MY COMMISSION # FF 030333 EXPIRES: October 23, 2017 flonded Thru Notary Public Undoiwriters MIAMI 4985955.1 81993/47634 Rev. 07-2013 4 VACATION A D CLOSURE1 tFPLICATION DISCLOSURE OF OWNERSHIP 1. List the owner(s) of the subject property and percentage of ownership. Note: The Miami City Code requires disclosure of all parties having a financial interest, either direct or indirect, with respect to a presentation, request or petition. Accordingly, disclosure of shareholders of corporations, beneficiaries of trusts, and/or any other interested parties, together with their address(es) and proportionate interest are required. Please supply additional lists, if necessary. Owner's Name(es) DT Miami A LLC and DT Miami B LLC Percentage of Ownership See Exhibit "B" Subject Property Address(es) 195 NW 2nd Street and 200 NW 1st Avenue, Miami, FL 33128 2. List all street address(es) and legal description(s) of any property located within 500 feet of the subject property owned by any and all parties listed in question #1 above. Please supply additional lists, if necessary. Street Address(es): Legal Description(s): None Kolleen Cobb on behalf of DT Miami A LLC and DT Miami B LLC Owner(s) or Attorney Name None Ila W11 LL— T fv1Wrtio (s) or Attorney Signature �I (a off' STATE OF FLORIDA -- COUNTY OF MIAMI-DADE � The foregoing was acknowledged before me this , ' day of CPri 2016, by Kolleen Cobb as Vice President and Secretary of DT Miami A LLC and DT Miami B LLC, Delaware limited liability companies. She is personally known to me or who has produced as identification and who did (did not) take an oath. (Stamp) anifk JESSICA ALVAREZ = MY COMMISSION # FF 030333 EXPIRES: October 23, 2017 $'sP4'kq;P Bonded Thru Notary Public Underwrfters MIAMI 498595 5.1 81993/47634 Rev. 07-2013 5 e N A: ,;D CLOSUREMPPLICATION 18 Ilrsli lth"a; 1property I' ithin the boundaries of a historic site, historic district or archeological zone? Pleael+contact! Planning and Zoning Department on the 3rd Floor for information. No. 1 ' the pIQperty within the boundaries of an Environmental Preservation District? Please contact the Planning and Zoning Department on the 3rd Floor for information. No. 20. What would be the anticipated duration of the presentation in front of the: RI Planning, Zoning and Appeals Board 30-40 min. and/or IZI City Commission 30-40 min. 21. Cost of processing according to Section 62-22 of the Miami City Code*: Vacation of public right-of-way: Original submittal: a. Per square foot of right-of-way $ 2.00 Minimum $ 3,000.00 Maximum (Re -submittals) $ 4,000.00 b. Advertising $ 1,500.00 c. Mail notice fee per notice $ 4.50 d. Meeting package mailing fee per package $ 6.00 *Fees over $25, 000.00, shall be paid in the form of a certified check, cashier's check, or money order. Name Daniel J. Alfonso Telephone 305-416-1025 Address 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 E-mail dialfonso(c�miamigov.com STATE OF FLORIDA -- COUNTY OF MIAMI-DADE E1 The foregoing was acknowledged before me this day of A i6 2016, by Daniel J. Alfonso as City Manager of the City of Miami, a munici al corporation of the State of Florida. He is personally known to me or who has produced as identification and who I I riaf) ke an oath. (Stamp) SANDRA RIVERA MY COMMISSION # FF 004070 EXPIRES: April 20, 2017 i/i " Bonded Thru Notary Public Underwriters MIAMI 4980662.1 80335/46151 Rev. 07-2013 3 N A, JD CLOSUREMPPLICATION AFFIDAVIT OF AUTHORITY TO ACT fpr mg this day, the undersigned personally appeared Daniel J. Alfonso, who being by me first deposes and says: 1. That he/she is the owner or the legal representative of the owner, submitting the public hearing application as required by the Code of the City of Miami, Florida, affecting the real property located in the City of Miami, as listed on the foregoing pages. 2. That all owners who he/she represents, if any, have given his/her full and complete permission for him/her to act in his/her behalf for the change or modification of a classification or regulation of zoning as set out in the foregoing petition, RI including or 0 not including responses to day today staff inquires. 3. That the foregoing and following pages are part of this affidavit and contain the current names, mailing addresses, telephone numbers and legal descriptions of the real property of which he/she is the owner or legal representative. 4. That the facts, as represented in the application and documents submitted in conjunction with this affidavit, are true and correct. Further Affiant sayeth not. Daniel J. Alfonso Applicant(s) Name Applicant(s) `i•I u'e STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this day of A� 2016, by Daniel J. Alfonso as City Manager of the City of Miami, a munic pal corporation of the State of Florida. He is personally known to me or who has produced and who did (did not) take an oath. (Stamp) SANDRA RIVERA MY COMMISSION # FF 004070 EXPIRES: April 20, 2017 Bonded Thru Notary Public Underwriters as identification MIAMI 4980662.1 80335/46151 Rev. 07-2013 4 ON A iD CLOSUREMPPLICATION DISCLOSURE OF OWNERSHIP lts\thsF o;Wner(s) of the subject property and percentage of ownership. Note: The Miami City Code requires disclosure of all parties having a financial interest, either direct or indirect, with respect to a presentation, request or petition. Accordingly, disclosure of shareholders of corporations, beneficiaries of trusts, and/or any other interested parties, together with their address(es) and proportionate interest are required. Please supply additional lists, if necessary. Owner's Name(es) City of Miami Percentage of Ownership 100% Subject Property Address(es) 104 NW 1 stAvenue, Miami, FL 33128 _ 2. List all street address(es) and legal description(s) of any property located within 500 feet of the subject property owned by any and all parties listed in question #1 above. Please supply additional lists, if necessary. Street Address(es): Legal Description(s): N/A N/A Daniel J. Alfonso Owner(s) or Attorney Name Owner(s) rn-Signature STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this lye day of ( ►\ 2016, by Daniel J. Alfonso as City Manager of the City of Miami, a municipal corporation of the State of Florida. He is personally known to me or who has produced as identification and who did (did not) take an oaffi. (Stamp) �40 SANDRA RIVERA MY COMMISSION # FF 004070 EXPIRES: April 20, 2017 Bonded Thru Notary Public Underwriters MIAMI 4980662.1 80335/46151 Rev. 07-2013 5 Florida East Coast Industries, LLC All Aboard Florida Mezzanine Holdings LLC Other Subssdiaries AAF Holdings LLC Other Subsidiaries AAF TOD Holdings LLC All Aboard Florida TOD LLC AAF Miami TOD Holdings LLC DT Miami B LLC DT Miami A LLC S�'`z C'itl, of il�itrnrx ManagPubeic ment Si temT rrency Concurrent Y g Y Entered Requirements — Applicant Fields Application Type Application Sub -Type Application Nance Application pone Application Email Application Address Contact Fields Contact Name Contact Phone Contact Email, Locai Covt, Name Information T-Plat/Piat Plat DT Miami A LLC, a Delaware LLC 305-520.2327 br)anOallaboardflorida,Gom 855 LeJoune Road, Suite 400, Coral Gables, FL 33134 Local Govt. Phone .Lon-1 Covt.:Email Information Ludovici & Orange Consulting Engineers, Inc, 305-448-1600 a1170ludovici-Orange, corn Uty of Miami 305-416-1248 Property Fields retie Number Ad,+:onrtl PolioNumber Tot3i Acreage a fiore@miam igov.com Information 01-0110-060-1080,01-4137-072-0010,01.4137.072-0020 Pic slid Land Use/Zoning Su ' gamily Detached Units Sirw,o-gamily Attached Units (Duplex) Multi-Farrr(ly Units Tot: l # of Units Nam,: of Proposed Subdivision R F-I ..glen Gran Central Station First Addition Teti , trve (T-Pint) Number (OFFICIAL USE ONLY) Re +v, topinent Inform atIon (MUSRe) - Re -development a r ..:,:;ons :,re for I hose vacant sites form hick a local goy ,t has provided veste d rights; o r to r an already im ;,, property whioh does not h ave to be re -platted as deeqi,J ry the local government. The number of units to be 1npui ,.!le the CMS Is the net difference between the a xisUn'g vet - ur:1-er of unitsand the newly proposed number of units. 'P, an existing 20-unit structure will be torn down for r oveloprnent. The newly proposed development Cells :oral units. Local government shell input 20 units in the CMS (net differonce between the 20 units vested less fy proposed 4 units), 2.71 CommerciaURTZ 0.(0 0.00 0.00 Roc ields forAppl/Cetlon ney/ApplicatltNatns STATE Pl_c?I0DA COUNT': `,IAMI-DADF Th g vvas acknowledged before me this t 20 .I 1 a," earl ' ,i»xit/pf,,4,„etdegw41.t4o'pe ion of dk `intiiti rh oti p rarpores;wn. liedhp,ts persona II as t ..wn and who did (did not) take an oa11. 000 (Stair:l, ,1E6SIOA ALVAREZ- MY COMMISSION # FF 009b3313 EXPIRES: of lober 23, 2017 Bonded Thru Notary Public Undenwriters tttnrney/Applleant Signature / VP ) ,alb Ill O a(n) n: r veho has produced Signature C- Pr+ ACTION BY WRITTEN CONSENT OF THE SOLE MEMBER OF DT MIAMI A LLC AS OF APRIL 2-1 , 2016 The undersigned (the "Member"), being the sole member of DT Miami A LLC, a Delaware limited liability company (the "Company"), hereby adopts, by this written consent, the following resolutions and direct that this written consent be filed with the minutes of the proceedings of the Company: WHEREAS, the Member has determined that it is in the best interests of the Company to submit for plat and street closure processes with the City of Miami, a Florida municipal corporation (the "City"). NOW THEREFORE BE IT RESOLVED, that the Company execute and deliver all necessary applications to process the plat and street closure to the City. BE IT FURTHER RESOLVED that Kolleen Cobb, as Vice President and Secretary of the Company is hereby authorized and directed to negotiate the specific terms and conditions of the transaction and to execute and deliver on behalf of the Company all necessary documentation related to the T-Plat application, all of which shall contain such terms and conditions as said authorized representative of the Company shall determine to be in the best interest of the Company, with the signature of said authorized representative to be conclusive evidence of such determination and of the authority of said authorized representative to execute and deliver the same. IN WITNESS WHEREOFF, the undersi ed, being the sole member of the Company, have executed this written consent as of the 2On day of April, 2016. AAF Miami TOD Holdings LLC, a Delaware limiteliability company By: lleen Cobb, Vice President ACTION BY WRITTEN CONSENT OF THE SOLE MEMBER OF DT MIAMI A LLC AS OF MARCH )\-i0, 2016 The undersigned (the "Member"), being the sole member of DT Miami A LLC, a Delaware limited liability company (the "Company"), hereby adopts, by this written consent, the following resolutions and direct that this written consent be filed with the minutes of the proceedings of the Company: WHEREAS, the Member has determined that it is in the best interests of the Company that the Company submit for Tentative Plat (the "T-Plat") with -the CityofMiami, a Florida municipal corporation (the "City"). - NOW THEREFORE BE IT RESOLVED, that the Company execute and deliver the T-Plat application to the City. BE IT FURTHER RESOLVED that Kolleen Cobb, as Vice President and Secretary of the Company is hereby authorized and directed to negotiate the specific terms and conditions of the transaction and to execute and deliver on behalf of the Company all necessary documentation related to the T-Plat application, all of which shall contain such terms and conditions as said authorized representative of the Company shall determine to be in the best interest of the Company, with the signature of said authorized representative to be conclusive evidence of such determination and of the authority of said authorized representative to execute and deliver the same. IN WITNESS WHEREOFF, the undersigned, being the sole member of the Company, have executed this written consent as of the 1 day of March, 2016. AAF Miami TOD Holdings LLC, a Delaware limitedliability company ACTION BY WRITTEN CONSENT OF THE SOLE MEMBER OF DT MIAMI B LLC AS OF MARCH 1 kP, 2016 The undersigned (the "Member"), being the sole member of DT Miami B LLC, a Delaware limited liability company (the "Company"), hereby adopts, by this written consent, the following resolutions and direct that this written consent be filed with the minutes of the proceedings of the Company: WHEREAS, the Member has determined that it is in the best interests of the Company that the Company submit for Tentative Plat (the "T-Plat") with the City of Miami, a Florida municipal corporation (the "City"). NOW THEREFORE BE IT RESOLVED, that the Company execute and deliver the T-Plat application to the City. BE IT FURTHER RESOLVED that Kolleen Cobb, as Vice President and Secretary of the Company is hereby authorized and directed to negotiate the specific terms and conditions of the transaction and to execute and deliver on behalf of the Company all necessary documentation related to the T-Plat application, all of which shall contain such terms and conditions as said authorized representative of the Company shall determine to be in the best interest of the Company, with the signature of said authorized representative to be conclusive evidence of such determination and of the authority of said authorized representative to execute and deliver the same. IN WITNESS WHEREOFF, the undersigned, being the sole member of the Company, have executed this written consent as of the 1 day of March, 2016. AAF Miami TOD Holdings LLC, a Delaware limited liability company By Name: Title: Pree (3) For Office Check# Use Only: Receipt# Ethics Certificate CITY OF MIAMI Office of the City Clerk, 3500 Pan American Drive, Miami, FL 33133 Phone: (305)250-5360 LOBBYIST REGISTRATION (1) Lobbyist Name: Avino. Javier F. Last Name, First Name, Middle Initial Business Phone: 305-350-7202 Business Address: 145013rickell Avenue, Suite 2300, Miami, FL Zip 33131 E-Mail Address: javino@bilzin.com (2) Principal Represented: All Aboard Florida -- Operations, LLC Principal's Business Address: 2855 LeJeune Road, 4th Floor, Coral Gables, FL Zip 33134 (If different from above) Specific issue lobbyist has been retained to lobby (if representing a corporation, partnership or trust, give business address of chief officer, partner, or beneficiary of same, and the names and addresses of all persons holding, directly or indirectly, at least five percent (5%) ownership interest in said corporation, partnership or trust). Development of Parcels in Downtown Miami for Passenger Rail from Miami to Orlando Airport. (4) Lobbyists shall state the extent of any business association or financial relationship with any member(s) of the City Commission, any member of City staff before whom he/she lobbies or intends to lobby. (If applicable, -please explain) Not applicable Lobbyists shall pay all registration fees ($525.00 annually, plus $105.00 for each principal represented and for each issue a lobbyist has been retained to lobby on behalf of any one principal), and specifically define the issue for which they are employed. The Clerk shall reject any statement which does not detail the issue for which the lobbyist has been employed. Lobbyist shall also submit a certificate of completion of an ethics course provided by the Miami -Dade County Commission on Ethics & Public Trust or City of Miami completed no more than one (1) year prior to registering. I do solemnly swear that all of the foregoing facts are true and correct, and I have read or am familiar with the provisions contained in Sections 2-651 through -658 of the City of Miami Code, as amended, including "annual registration, withdrawal, reporting re • ' -ments, . - s, examinations, penalties for violations and contingency fees." State of Florida, County of Miami -Dade Sworn to and s bsyribed before me this G day of MAW_____ , 2014. Note: Annual Registration Fee: Effective through 12/31/2014 MIAMI 4056162.1 80335/42277 CHRIS11NE A. BOWER * * MY COMMISSION # FF 084086 EXPIRES: February 20, 2018 mrgrF90 INoiv Bonded AtmmkudgAA*ivy Who Page 1 The First State I , JEFFREY W . BULLOCK, SEC OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "DT MIAMI A LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND RAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE FIFTEENTH DAY OF MARCH, A.D. 2016. AND T DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES _ _ 2EEN PAID TO DATE. 5985705 8300 SR# 20161664417 You may verify this certificate online at corp,delaware,gov/authver,shtml Authentication: 201987667 Date: 03-15-16 Page 1 T.e First State I, F FRE W . BULLOCK, SECRETARY OF STATE OF THE STATE OF DE ARE, DO HEREBY CERTIFY "DT MIAMI B LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE FIFTEENTH DAY OF MARCH, A.D. 2016. AND I DO HEREBY FURTHER CERTIFY THAT THE :TAL T S VE BEEN PAID TO DATE. 5985707 8300 SR# 20161664416 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 201987628 Date: 03-15-16 CITY OFMIAMI DISCLOSURE OF CONSIDERATION PROVIDED OR COMMITTED FOR AGREEMENT TO SUPPORT OR WITHHOLD OBJECTION The City of Miami requires any person or entity requesting approval relief or other action from the City Commission or any of its boards, authorities, agencies, councils or committees, to disclose at the commencement (or continuance) of the hearing(s) on the issue, any consideration provided or committed, directly or on its behalf, to any entity or person for an agreement to support or withhold objection to the requested approval, relief or action. "Consideration" includes any gift, payment, contribution, donation, fee, commission, promise or grant of any money, property, service, credit or financial assistance of any kind or value, whether direct or implied, or any promise or agreement to provide any of the foregoing in the future. Individuals retained or employed by a principal as a lobbyist as defined in Sec. 2-653, and appearing before the City Commission or any of its boards, authorities, agencies, councils or committees solely in the capacity of a lobbyist and not as the applicant, or owners' legal representative are not required to fill out this form. NAME: Kolleen HOME ADDRESS: (First Name) 2855 Le Jeune Road Cobb (Middle) (Last Name) (Address Line 1) CITY: Coral Gables HOME PHONE: 305-520-2344 EMAIL: kolleen.cobb(a�feci.com (Address Line 2) STATE: Florida CELL PHONE: NIA --BUSSINESS or APPLICAN--T or -ENTITY NAME BUSINESS ADDRESS: ZIP: 33134 FAX: N/A DT Miami A LLC and DT Miami B LLC 2711 Centerville Road, Suite 400 (Address Line 1) Wilmington, DE 19808 (Address Line 2) 1. Please describe the issue for which you are seeking approval, relief or other action from the City Commission, board, authority, agency, council, or committee. Road vacation and closure for unified transit development project. 2. Has any consideration been provided or committed, directly or on your behalf, to any entity or person for an agreement to support or withhold objection to the requested approval, relief or action? ji YES NO If your answer to Question 2 is No, do not answer questions 3, 4 & 5 proceed to read and execute the Acknowledgment. If your answer to Question 2 is Yes, please answer questions 3, 4 & 5 and read and execute the Acknowledgement. Doc. No.:86543 3. Please provide the name, address and phone number of the person(s) or entities to whom consideration has been provided or committed. Name Address Phone# a. N/A b. c. * Additional names can be placed on a separate page attached to this form. 4. Please describe the nature of the consideration. N/A 5. Describe what is being requested in exchange for the consideration. N/A ACKNOWLEDGEMENT OF COMPLIANCE I hereby acknowledge that it is unlawful to employ any device, scheme or artifice to circumvent the disclosure requirements of Ordinance 12918 and such circumvention shall be deemed a violation of the Ordinance; and that in addition to the criminal or civil penalties that may be imposed under the City Code, upon determination by the City Commission that the foregoing disclosure requirement was not fully and timely satisfied the following may occur: 1. 2. PERSON SUBMITTING the application or order, as applicable, shall be deemed void without further force or effect; and no application from any person or entity for the same issue shall be reviewed or considered by the applicable board(s) until expiration of a period of one year after the nullification of the a leat'on ororder. A DISCLOSURE: V fr id,e,.1.t.- Signature Kolleen obb on behalf of DT Miami A LLC and DT Miami B LLC subscribed before me this 2-0'- Print Name Sworn to and instrument day of AYt I , 20d { I.Q . The foregoing was acknowledged before Inc by as identification il"ee"1 c42)66.) VP , who has produced and.(Dispersonally known to me and who did/did not take an oath, STATE OF FLORIDAi CITY OF MIAMI MY COMMISSION EXPIRES: Notary Enclosure(s) Doc, No.:86543 "' JESSICAALVAREZ * r' `';'y MY COMMISSION # FF 030333 EXPIRES: October 23, 2017 "r •' ;o ^ Bonded That Notary Public Underwriters Print Name Page 2 Property Search Application - lq -mi-Dade County Page 1 of 3 IMPORTANT MESSAGE SEARCH: When buying real estate property, you should not assume that property taxes wi I remain the same. Whenever there is a change in ownership, the assessed value of the property may reset to full market value, which could result In higher property taxes. Please use our Tax Estimator to approximate your new property taxes. The Property Appraiser does not send tax bills and does not set or collect taxes. Please visit the Tax Collector's webslte directly for additional Information. Address 195 nw 2 st Owner Name Subdivision Name PROPERTY INFORMATION i 00110: 01-4137-072-0010 Sub -Division: FLAGLER GRAN CENTRAL STATION Property Address 195 NW2 ST Mlami,FL 33128- Owner DT MIAMI A LLC Mailing Address 2855 LE JEUNE RD 4 FLOOR CORAL GABLES,FL33134 Primary Zone 0412 MIAMI WORLD CENTER i Primary Land Use 1081 VACANT LAND - COMMERCIAL : VACANT LAND Beds/Baths/Half 0/0/0 Floors 0 Living Units 0 Actual Area 0 Living Area 0 Adjusted Area 0 Lot Size 34,601 Sq,F1 Year Built 0 Featured Online Tools Comparable Sales Glossary Report Homestead Fraud Tax Comparlson ASSESSMENT INFORMATION i Year 2016 Land Value $8,650,250 Building Value $0 Extra Feature Value $0 i Market Value $8,650,250 Assessed Value 38,650,250 Non -Ad Valorem Assessments Tax Estimator 2014 Folio 2013 Back to Search Results Properly Search Help TRIM Notice 0100 PA Additional Online Tools Property Record Cards Property Taxes Report Discrepancies Value Adjustment Board BENEFITS INFORMATION 0 Benefit Type 2016 2014 2013 i Note: Not all benefits are applicable to all Taxable Values (I.e. County, School Board, City, Regional). FULL LEGAL DESCRIPTION 0 http://www.miamidade.gov/propertysearch/ 6/2/2016 Property Search Application - M -tni-Dade County Page 2 of 3 TAXABLE VALUE INFORMATION 2015 COUNTY...._..:::-...._.. Exemption Value Taxable Value SCHOOL BOARD Exemption Value :..................._. ___...._............ Taxable Value CITY Exemption Value Taxable Value $8,650,250 REGIONAL................... :................... _._...._.....,..... ,_ Exemption Value $0 Taxable Value $8,650,250 2015 SALES INFORMATION 2014 Previous Sale Price OR Book -Page 03/15/2016 $100 20090-2644 For more Information about the Department of Revenue's Sales Qualification Codes. LAND INFORMATION Land Use :GENERAL Muni Zone T6-60a 0 BUILDING INFORMATION 0 Building Number EXTRA FEATURES ; Description ADDITIONAL INFORMATION Sub Area PA Zone 6412 - MIAMI WORLD CENTER Year Built Actual Sq.Ft. Year Built FLAGLER GRAN CENTRAL STATION PB 170.041. T-23384 TR A LOT SIZE 34801 SQ FT ML FAU 01-0100-000-0204 Qualification Description Previous Owner 1 Corrective, tax or QCD; min consideration Unit Type Square Ft. Living Sq.Ft. Units 34,601,00 Adj Sq.Ft. Units * The Information listed below is not derived from the Properly Appraiser's Office records. It Is provided for convenience and Is derived from other government agencies. LAND USE AND. RESTRICTIONS DT MIAMI LLC Calc Value $8,650,250 Cale Value Cale Value Community Development District NONE Community Redevelopment Area: SE OVERTOWN/PARK WEST Empowerment Zone: NORTH CENTRAL Enterprise Zone: CENTRAL Urban Development: INSIDE URBAN DEVELOPMENT Zoning Code: T6-80-0 - BOUNDARY Existing Land Use: 804 - VACANT, NON -PROTECTED, PRIVATELY -OWNED. Government Agencies and Community Services OTHER GOVERNMENTAL JURISDICTIONS Business Incentives Childrens Trust City of Miami Florida Department Of Revenue Florida Inland Navigation District PA Bulletin Board School Board South Florida Water Mgmt District Tax Collector Environmental Considerations Non -Ad Valorem Assessments 'The Office of the Property Appraiser is continually editing and updating the tax roll. This website may not reflect the most current Information on record. The Property Appraiser and Miami -Dade County assumes no liability, see full disclaimer and User Agreement at http://www.miamidade.gov/info/disclaimer.asp For inquiries and suggestions email us at hitp://www.mlamidade.gov/PAPortal/ContactForm/ContactFormMain.aspx. Version: 2.0.3 REAL ESTATE PUBLIC RECORDS ONLINE TOOLS http://www. miamidade. gov/propertysearch/ 6/2/2016 Property Search Application - hM' -mi-Dade County Page 1 of 3 IMPORTANT MESSAGE When buying real estate property, you should not assume that property taxes will remain the same. Whenever there Is a change in ownership, the assessed value of the property may reset to full market value, which could result in higher property taxes. Please use our Tax Estimator to approximate your new properly taxes. The Properly Appraiser does not send tax bills and does not set or collect taxes. Please visit the Tax Collectors website directly for additional information. Address Owner Name SEARCH: 200 nw 1 av .............................................. PROPERTY INFORMATION Folio: 01-4137-072-0020 Sub -Division: FLAGLER GRAN CENTRAL STATION Property Address 200 NW 1 AVE MIaml,FL 33128-0000 220 NW 1 AVE Owner DT MIAMI B LLC I Mailing Address 2855 LE JEUNE RD 4 FLR CORAL GABLES,FL33134 I Primary Zone 6412 MIAMI WORLD CENTER Primary Land Use I 2865 PARKING LOT/MOBILE HOME PARK : PARKING LOT Bedsl Baths l Half 0/0/0 Floors 0 Living Units 0 Actual Area 0 Living Area 0 Adjusted Area 0 I Lot Size 59,979 Sq.Ft Year Built 0 Featured Online Tools Comparable Sales Glossary Report Homestead Fraud Tax Comparison ASSESSMENT INFORMATION Year Land Value I Building Value Subdivision Name Folio 2015 $14,994,750 $0 Extra Feature Value $0 Non -Ad Valorem Assessments Tax Estimator 2014 Market Value $14,994,750 IAssessed Value .v � $14,994,750*» M y Suite 2013 Back to Search Results Property Search Help TRIM Notice PA Additional Online Tools Property Record Cards Properly Taxes Report Discrepancies Value Adjustment Board BENEFITS INFORMATION I Benefit Type 2015 2014 2013 I Note: Not all benefits are applicable to all Taxable Values (Le, County, School Board, City, Regional). j FULL LEGAL DESCRIPTION http://www.miamidade.gov/propertysearch/ 6/2/2016 Property Search Application - N i--ni-Dade County Page 2 of 3 TAXABLE VALUE INFORMATION COUNTY :.... Exemption Value Taxable Value $14,994,750 SCHOOL BOARD • Exemption Value $0 Taxable Value ,..CITY _...........,.a...,.. I Exemption Value $0 Taxable Value $14,994,750 REGIONAL Exemption Value $0 Taxable Value $14,994,750 2015 SALES INFORMATION FLAGLER GRAN CENTRAL STATION 2015 2014 2013 ' PB 170-041 T-23364 TR B 0 I LOT SIZE 59979 SQ FT ML I FAU 01-0100-000-0295 Previous Sale Price OR Book -Page Qualification Description 03/15/2018 $100 29999-2647 Corrective, tax or QCD; min consideration For more Information about the Department of Revenue's Sales Qualification Codes. LAND INFORMATION Land Use GENERAL Muni Zone T6-60a 0 BUILDING INFORMATION PA Zone 6412 - MIAMI WORLD CENTER Building Number Sub Area Year Built EXTRA FEATURES 0 Description ADDITIONAL INFORMATION - Actual Sq.Ft. Year Built Unit Type Square Ft. Living Sq.Ft. Units 59,979.00 ........................ Adj Sq.Ft. Units The information listed below Is not derived from the Property Appraiser's Office records. It Is provided for convenience and Is derived from other government agencies. LAND USE AND RESTRICTIONS Previous Owner 1 DT MIAMI LLC Calc Value $14,994,750 Community Development District: NONE Community Redevelopment Area: SE OVERTOWN/PARK WEST Empowerment Zone: NORTH CENTRAL Enterprise Zone: CENTRAL Urban Development: INSIDE URBAN DEVELOPMENT Zoning Code: T6-80-0 - BOUNDARY Existing Land Use: 804 - VACANT, NON -PROTECTED, PRIVATELY -OWNED. Government Agencies and Community Services I OTHER GOVERNMENTAL JURISDICTIONS Business Incentives Oidldrens Trust City of Miami Florida Department Of Revenue Florida Inland Navigation District PA Bulletin Board School Board South Florida Water Mgmt District Tax Collector Environmental Considerations Non -Ad Valorem Assessments Calc Value Calc Value The Office of the Property Appraiser is continually editing and updating the tax roll. This website may not reflect the most current Information on record. The Propedy Appraiser and Mlaml-Dade County assumes no liability, see full disclaimer and User Agreement at http:Uwww.mlamldade.gov(mfo/disclaimer.asp For inquiries and suggestions email us at http://www.miamldade.gov/PAPortal/ContactForm/ContaetFormMain.aspx. Version: 2,0.3 EXEMPTIONS B REAL ESTATE TANGIBLE PERSONAL PUBLIC RECORDS ONLINE TOOLS TAX ROLL BENEFITS PROPERTY ADMINISTRATION http://www.miamidade.gov/propertysearch/ 6/2/2016 City of Miami Carly Grimm FL 04/26/2016 Property Search Notice Per your request (copy attached), the undersigned has searched the records of the Director of Finance in and for the City of Miami, Florida, for any liens and other fees outstanding against the following described property as of: 04/26/2016. The result is valid up to 30 days frton the processing date. In addition, due to daily penalty and interest calculations, the amount shown is subject to change as reflected below, Folio Number: 01-4137-072-0010 Property Address: 195 NW 2 ST Legal Description: FLAGLER GRAN CENTRAL STATION'PB 170-041 T-23364 TR A LOT SIZE 34601 SQ FT NIL FAU 01-0100-000-0294 Amount Payable On: 04/25/2016 to 05/26/2016 613.59 This notice does not include liens imposed by federal, state, county or City agencies or boards or any other liens recorded in the public records of Miami -Dade County. Jose M. Fernandez Finance Director To ensure proper credit of your payment, include a copy of all pages of the property search findings along with your payment and mail to: City of Miami, Treasury Management/Payment Processing, 444 SW 2nd Avenue, 6th Floor, Room 636-1, Miami, FL 33130. If you have any questions, please call (305) 416-1570: Please retain this page for your records. Page 2of5 City of Miami Carly Grimm FL 04/26/2016 Folio Number: 01-4137-072-0010 Property Address: 195 NW 2 ST Legal Description: FLAGLER GRAN CENTRAL STATION PB 170-041 T-23364 TR A LOT SIZE 34601 SQ FT ML FAU 01-0100-000-0294 Property Search i ii dings Pending Liens Lien No. (Case Number) If you have any questions, please call (305) 416-1570. Please retain this page for your records. Address Page 3 of 5 City of Miami Carly Grimm FL Folio Number: 01-4137-072-0010 Property Address: 195 NW 2 ST Legal Description: 04/26/2016 FLAGLER GRAN CENTRAL STATION PB 170-041 T-23364 TR A LOT SIZE 34601 SQ FT ML FAU 01-0100-000-0294 Property Search Findings - Open Invoices Invoice Reference No. Lieu No. Description 2002199 2500527-26149-0 Storm Water Utility` If you have any questions, please call (305) 416-1570. Please retain this page for your records. Amount Due 613.59 613.59 Page 4 of 5 Violations Detail Report Folio Number: 01-4137-072-0010 NO OPEN VIOLATIONS FOUND. Page 5 of 5 City of Miami d � y�\ Carly Grimm FL 04/26/2016 Property Search Notice Per your request (copy attached), the undersigned has searched the records of the Director of Finance in and for the City of Miami, Florida, for any liens and other fees outstanding against the following described property as of: 04/26/2016. The result is valid up to 30 days from the processing date. In addition, due to daily penalty and interest calculations, the amount shown is subject to change as reflected below. Folio Number: 01-4137-072-0020 Property Address: 220 N\V 1 AV Legal Description: Amount Payable On: FL,A G l ,l :R GRAN C> NTRA L STATION PB 170-041 T-23364 TR B LOT SIZE 59979 SQ. "T ML FAU 01-0-100-000-0295 04/25/2016 to 05/26/2016 This notice does not include liens imposed by federal, state, county or City agencies or boards or any other liens recorded in the public records of iA li:nni-Dade County. Jose M. Fernandez Finance Director To ensure proper credit of your payment, include a copy of all pages of the property search findings along with your payment and mail to: City of Nlhim i, Treasury Management/Payment Processing, 444 SW 2nd Avenue, 6th Floor, Room 636-1, Miami, FL 33130. If you have any questions, please call (305) 416-1570. Please retain this page for your records. Page 2 of 5 City of Miami Carly Grimm FL Folio Number: Property Address: 220 NW I AV Legal Description: 04/26/2016 01-1137-072-0020 FLAGLLR GRAN CENTRAL STATION PB 170-041 T-23364 TR B LOT SIZE 59979 SQ FT i\,1L FAU 01-0100-000-0295 Lien No. (Case Number) Properly Search Findings - Pending Liens Description If you have any questions, please call (305) 416-1570. Please retain this page for your records, Address Page 3 of 5 City of Miami Carly Grimm FL 04/26/2016 Folio Number: 01 1137-072-0020 Property Address: 220 NW 1 AV Legal Description: FLAG LLit. GRAN CENTRAL STATION PB 170-041 T-23364 TR B LOT SIZE 59979 SQ FT MI, FAU 01-0100.000-0295 Invoice Reference No. Property Search Findings Open Invoices Lien No. Description Amount Due Sub -Total If you have any questions, please call (305) 416-1570, Please retain this page for your records. 0.00 Page 4of5 Violations Detail Report Folio Number: 01-4137-072-0020 NO OPEN VIOLATIONS FOUND. Page 5of5 City of Miami Carly Grimm FL 04/26/2016 Folio Number: 01-4137-072-0010 Please visit us at www,miamigov.com 5 Main Cashiering Area Date Time: 04/29/2016 11:44:AM CARD NBR; - **** **** **** 0574 TRANS TYPE: PURCHASE AMOUNT: $613.59 AUTH#: 022825 PAYFILE/CUST: 1612095-1/40 **************CUSTOMER COPY************* 1 ITEM(S) TOTAL: Visa (Auth# 022825) Total Received: $613.59 $613,59 $613.59 Please visit us at www.miamigov,com **************CUSTOMER COPY********* V 2 ST ER GRAN CENTRAL STA 'ION PB 170-041 T-23364 TR A LOT SIZE 34601 FAU 01-0400-000-0294 Property Searei► Findings Open Invoices Description Storm Water• Utility Sub Total 11(305) 416-1570. Please retain this page for your records. Amount Due 613.59 613.59 Page 4 of 5 Page 1 of 1 Portal Ei Violations g Letters Eg Initiation Activities 0 Images 0 Property Information Address 104 NW 1 AV ZoneM19_, ....,.,,, Folio r0T31100601080 Registered r Case Information Case Number 311 Tracking Division Code Elnforcemeht .......... Request Type Complaint Type Tree Removal Without a Permit Priority Inspector Hearings 0, To Do List Lot Clearings Liens l J Lot Registered_, Status Where on Property? Submit Query Case Address Description Service Date First Inspection Comments Move Case Contacts is Owner CITY OF MIAMI Owner Address T5 Override the Geo Inspector assignment Violations Refer To 104 NW 1 AV Net ID ; MODEL CITY Current Page Case Initiation Add :Red}? std L00 fioNI, In Compliance Closed Date Daily Per Diem Last Completed Activity Right of Way? -1 Repeat Offence? ( .. Submit Query Search By: Property Folio Property_fact Folio Contains: 0101100601080 0101100601080, 104 NW 1 AV http://lmprod01/cityviewweb/ceinitiation Case_Initiation alt.aspx?^ufps=275050 6/1/2016 195 NW 2nd Street MIAMI 4989893.1 81993/47634 104 NW 1st Avenue MIAMI 4989892.1 81993/47634 200 NW 1st Avenue MIAMI 4989894.1 81993/47634 Miami -Dade Official Records - Print Document Page 1 of 3 � y This instrument prepared by and when recorded return to: Kolleen Cobb, Esq. 2855 S. LeJeune Road, 4th Floor Coral Gables, Florida 33134 Parcel ID Number: 01-4137-072-0020 CFN: 20160156613 BOOK 29999 PAGE 2647 DATE:03/15/2016 12:13:02 PM DEED DOC 0.60 SURTAX 0.45 HARVEY RUM, CLERK OF COURT, MIA-DADE CTY Space above this line for recorder's use SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED is made this ) ay of March, 2016, by and between DT MIAMI LLC, a Delaware limited liability company ("Grantor"), whose mailing address is 2855 Le Jeune Road, 4th Floor, Coral Gables, FL 33134 and DT Miami B LLC, a Delaware limited liability company '(`Grantee"), whose mailing address is 2855 Le Jeune Road, 4th Floor, Coral Gables, FL 33134. WITN,ESSETH: Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10 00) and. other good and valuable considerations to it in hand paid by 'Grantee, the receipt whereof is hereby acknowledged, has granted, bargained and sold to Grantee, and Grantee's successors and assigns, forever, the real property described in Exhibit A attached hereto (the 'Property"), lying and being in the County of Miami -Dade County, State of Florida. This conveyance is made subject' to: 1. Taxes for the year 2016 which are due and payable but not yet delinquent; 2, Zoning and other regulatory laws and ordinances; and 3. Those certain restrictions, reservations, covenants, conditions; limitations and easements of record, without reimposition of the same to the extent any of the foregoing have. been released, expired, or are in anyway or wise no longer legally enforceable, Grantor does hereby specially warrant the title to said land and will defend the same against the lawful claims of all parties whomsoever claiming by, through, or under Grantor, but none others. NOTE TO RECORDER: THIS CONVEYANCE TS A TRANSFER OF UNENCUMBERED PROPERTY BY GRANTOR TO A BUSINESS ENTITY UNDER. COMMON OWNERSHIP WITH GRANTOR, THERE HAS BEEN NO EXCHANGE OF VALUE OR CONSIDERATION GIVEN OR RECEIVED, AND 'THERE IS NO PURCHASER INVOLVED. ACCORDINGLY, THE CONVEYANCE IS SUBJECT ONLY TO MINIMUM DOCUMENTARY STAMP TAX IN 'ME AMOUNT OF $.60 PURSUANT TO SECTION 201.02, FLORIDA STATUTES: SEE CRESENT MIAMI CENTER, LLC V. FLORIDA DEPARTMENT OF REVENUE, 903 S0. 2d 913 (FLA. 2005). https ://www2.miami-dadeclerk. com/OfficialRecords/PrintDocument, aspx?Q S=MwKnucJ... 4/26/2016 Miami -Dade Official Records - Print Document Page 2 of 3 CEN: 20160156613 BOOK 29999 PAGE 2648 IN WITNESS WHEREOF, Grantor has caused these presents to be executed by the undersigned, on the day first above written, Signed, sealed and delivered in the DT MIAMI LLC, a Delaware limited liability presence of: company : GI- Ta 4bitAlib4aitIn'Olt By; AAF Miami TOD Holdings LLC, a Print NameOtt itia.SCYI Delaware limited liability company, its sole me ter Name:_apae___2_7-31r7P STATE OF FLORIDA ) ss.: COUNTY OF MIAMI-DADE ) By: Kolle C bb, Vice President 5Th The foregoing Special Warranty Deed was acknowledged before me this . I day of March, 2016, by KOLLEEN O.P. COBB, as Vice President of AAF Miami TOD Holdings LLC, a Delaware limited liability company, the sole member of DT Miami LLC, a Delaware limited liability company, for and on behalf of such limited liability company, who is personally known to me. JESSICA ALVAREZ MY COMMISSION OF 030333 EXPIRES: Dabber 23: 2017 NV Bonded Thru Notary Publio Undonoritora (Notary Seal) Signature of Notary ublie Name: My Commission Expires: -2- https ://www2.miami-dadeclerk.com/OfficialRecords/PrintDocument.aspx?QS=MwKnua... 4/26/2016 Miami -Dade Official Records - Print Document Page 3 of 3 CFN: 20160156613 BOOK 29999 PAGE 2649 EXHIBIT A DESCRIPTION OF PROPERTY Tract B, of Flagler Gran Central Station, according to the Plat thereof, as recorded in Plat, Book 170, Page 41, of the Public Records of Miami -Dade County, Florida. https://www2.miami-dadeclerk.com/OfficialRecords/PrintDocument.aspx?Q S=MwKnuc.1... 4/26/2016 Miami -Dade Official Records - P,;tit Document Page 1 of 3 'Instrument prepared by Moshe M. Lehrfield, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 Property Appraiser's Parcel 000— 0 (:) -4080 QUIT CLAIM DEED 11111111111111111111111111111111111111111 CFN 2OO4RO688j,$ OR Elk 22563 Fss 0339 — 341i (3a RECORDED 08/11/2Ol34 12:1246 DEED DOC TAX 0.60 MARVEY RUVIH CLERK OF COURT MIAMI-i3ADE COUNTYr FLORIDA THIS QUIT CLAIM DEED is made as of the oiNci day of ,3L' — , 2004, 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"), whose address is 49 NW 5t1i Street, Suite 100, Miami, Florida 33128 and The City of Miami, a Florida municipal corporation (the "Grantee"), whose address is 444 S.W. 2"d Avenue, Miami, Florida 33130, WITNESSETH: Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) to the Grantor in hand paid by the Grantee and other good and valuable consideration, the receipt whereof is hereby acknowledged, does hereby remise, release and quit -claim to the Grantee and the Grantees successors and assigns forever, all the right, title, interest, claim and demand which the Grantor has in and to the following described land situate, lying and being in. Miatni-Dade County, Florida, to -wit: See Exhibit "A" attached hereto and by this reference made a part hereof. TO HAVE AND TO HOLD the same, together with the appurtenances thereunto belonging or in anywise appertaining, and all the estate, right, title, interest, lien, equity and claim whatsoever, either in law or equity, of the Grantor in and to the same, to the only proper use, benefit and behoof of the Grantee and the Grantee's successors and assigns forever. This conveyance is being made in connection with the recording of the proposed Gran Central Plat (the "Plat"). 1 Book22563/Page339 CFN#20040688159 Page 1 of 3 https://www2.miami-dadeclerk.com/public-records/PrintDocument.aspx?QS=MWKnucJT6.., 4/27/2016 Miami -Dade Official Records - Prhit Document Page 2 of 3 IN WITNESS WHEREOF, Grantor has executed this Deed as of the day and year first above written. Signed, sealed and delivered in the presence of: Sign Name, Print Name: Sign Naine: Print Name; ,ay STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE 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 ("Grantor") 13y. Frank K. Rollasoft Executive Director APPROVED CORRE Iro Vi arell ral Counsel TEST: Priscilla A. Thompson. Clerk of the Board The foregoing Quit Claim Deed was acknowledged before me this day of t L— 2004 by Frank K. Rollason, Executive Director of Southeast Overtown/Park West Community Redevelopment Agency, of the City of Miami, a public agency and body corporate created ppursn to Section 163.356, Florida Statutes. He is personally appeared before me, i ersonally' known to me r produced as identification. [NOTARIAL SEAL] pE C✓�.NOtft inaie COMMISSION NUMBER d0080239 OFF�d�\ MY COMMISSION WISES 2006 Notary: Print Namq( Notary Public, State of My commission expires: Book22563/Page340 CFN#20040688159 Page 2 of 3 https://www2.miami-dadeclerk.com/public-records/PrintDocument.aspx?QS=MwKnucJT6... 4/27/2016 Miami -Dade Official Records - Print Document Page 3 of 3 ( 9 gam PAC 00 01 OR t3W: LAST P1 GE EXHIBIT "A" MVO PROPERTY SYSTEM , LES7M. 1HQ0URY (7 ) 11ATS; 10/11/1970 10142147 PAdl,001 0001 pA01:08 PQ4x0 4401 0I-01te.. GI »10pu REPOR*P1'10N RI11HI HORT& Pb Comm 13^14-as i S1/2 LOT aY NNJC 1p6 £I u/N Pop 8I5R 7704 PO, ET PER ERGO 07-462c4 )scrlptlon: Dade, FL. Document -Boo tier. 52127016Io Comment go 17064152 Page: 43 o/56 OA Book22563/Page341 CFN#20040688159 Page 3 of 3 https://www2.miami-dadeclerlc.com/public-records/PrintDocument.aspx?QS=MwKnucJT6... 4/27/2016 Miami -Dade Official Records Pr nt Document Page 1 of 3 This instrument prepared by and when recorded return to: Kolleen Cobb, Esq. 2855 S. LeJeune Road, 4th Floor Coral Gables, Florida 33134 Parcel ID Number: 01-4137-072-0010 CFN: 20160156612 BOOK 29999 PAGE 2644 DATE:03/15/2016 12:1302 PM DEED DOC 0,60 SURTAX 0.45 HARVEY RUVIN, CLERK OF COURT, MIA-DADE Cr? Space above this line for recorder's use SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED is made this 1, day of March, 2016, by and between DT MIAMI LLC, a Delaware limited liability company ("Grantor") whose mailing address is 2855 Le Jeune Road, 4th Floor, Coral Gables, FL 33134 and DT Miami A LLC, a Delaware limited liability company ("Grantee"), whose mailing address is 2855 Le Jenne Road, 4th Floor, Coral Gables, FL 33134. WITNESSETH: Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.0.0) and other goodand valuable considerations to it in hand paid by Grantee, the receipt whereof is hereby acknowledged, has granted, bargained and sold to Grantee, and Grantee's successors and assigns, forever, the real property described in Exhibit A attached hereto (the "Property"), lying and being in the County of Miami -Dade County, State of Florida. This conveyance is made subject to: 1. Taxes .for the year 2016 which are due and payable but not yet delinquent; 2, Zoning and other regulatory laws and. ordinances; and 3. Whose certain_ restrictions,_ reservations,- covenants, conditions limitations and easements of record, without reimposition of the same to the extent any of the foregoing have been released, expired, or are in anyway or wise no longer legally enforceable. Grantor does hereby specially warrant the title to said land and will defend the sane. against the lawful claims of all parties whomsoever claiming by, through, or under Grantor, but none others, NOTE TO RECORDER: THIS CONVEYANCE IS A TRANSFER OE UNENCUMBERED PROPERTY BY GRANTOR TO A BUSINESS ENTITY UNDER COMMON OWNERSHIP WITH GRANTOR, THERE ITAS BEEN NO EXCHANGE OF VALUE OR CONSIDERATION GIVEN OR RECEIVED, AND THERE IS NO PURCHASER INVOLVED. ACCORDINGLY, THE CONVEYANCE IS SUBJECT ONLY TO MINIMUM DOCUMENTARY STAMP TAX IN TIIE AMOUNT OF $.60 PURSUANT TO SECTION 201.02, FLORIDA STATUTES'. SEE CRESENT MIAMI CENTER, LLC V. FLORIDA DEPARTMENT OF REVENUE, 903 SO, 2d 913 (FLA, 2005), https ://www2,miami-dadec Jerk. con/OfficialRecords/PrintDocurrent. aspx?Q S=MwKnucJ... 4/26/2016 Miami -Dade Official Records - Pr"it Document Page 2 of 3 CFN: 20160156612 BOOK 29999 PAGE 2645 IN WITNESS WHEREOF, Grantor has caused these presents to be executed by the undersigned, on the day first above written. Signed, sealed and delivered in the presence of STATE OF FLORIDA ) as.: COUNTY OF MIAMI-DADE ) DT MIAMI LLC, a Delaware limited liability company By; AAF Miami TOD Holdings LLC, a Delaware limited liability company, its sole mem By: Kolleen .P. Cobb, Vice President The foregoing Special Warranty Deed was acknowledged before me this I 5+hday of March, 2016, by KOLLEEN O.P. COBB, as Vice President of AAF Miami TOD Holdings LLC, a Delaware limited liability company, the sole member of DT Miami LLC, a Delaware limited liability company, for and on behalf of such limited liability company, who is personally known tome. JESSICA ALVAREZ 51; MY COMMISSION 0 FF 030333 EXPIRES: oclober 23, 2017 4,8'4,30 Bolded Thru Wary Public Underwriters (Notary Seal) Signature of Notary Public Name: My Commission Expires: -2- https://www2,miami-dadeclerk.com/OfficialRecords/PrintDocument.aspx?QS=MwKnucJ... 4/26/2016 "Ci?:A,T '.T6 'i 4NViE .'iiETALL ^&` NOT:31ksrm E • 1 E C, Z7e' i ic, '3,. wt."� tits: CiE `my,g4r"">&5 ?b^ AN QONA3h:V), h.nna' mwa £a m usryt vuei " x�r s 'PL47 TVieT "s LA L.ER R14 STA 7%> } tw ;zc FLAGLER GRAN CENTRAL STATION FIRST ADDITION (PROPOSED RIGHT-OF-WAY VACATION) LEGEND, SURVEYOR'S REPORT & CERTIFICATION LEGEND: Centerline Monument Line A Central Angle of Curve L Length of Curve O.R.B. Official Record Book POB Point of Beginning POC Point of Commencement PG. Page P.B. Plat Book R Radius R/W Right -of -Way SQ. FT. Square Feet L SURVEYOR'S REPORT: -The survey map and report or the copies thereof are not valid without the signature and the original raised seal of a Florida licensed surveyor and mapper. -This sketch does not represent a land survey. -Additions or deletions to survey maps or reports by other than the signing party or parties is prohibited without written consent of the signing party or parties. -This document consists of four (4) sheets and each sheet will not be considered full, valid and complete unless attached to the others. -Bearings are -based -on an assumed -value -of S02°-1600E-aIong -the- monument -line of -NW 1st Avenue, -City -of -Miami, Miami -Dade County, Florida. SURVEYOR'S CERTIFICATE: I HEREBY CERTIFY: that the LEGAL AND SKETCH of the property described hereon was made under my supervision and that the LEGAL AND SKETCH meets the Minimum Technical Standards set forth by the Florida Board of Professional Land Surveyors and Mappers in Chapter 5J-17.050 Florida Administrative Code pursuant to Section 472.027, Florida Statutes. And, that the sketch hereon is true and correct to the best of my knowledge and belief. Subject to notes and notations shown hereon. This sketch does not represent a land survey. LUDOVICI AND ORANGE CONSULTING ENGINEERS INC. LB1012 Arturo A. Sosa Professional Surveyor and Mapper No. 2629 State of Florida low LUDOVICI & ORANGE CONSULTING ENGINEERS, INC. CERTIFICATE OF AUTHORIZATION NO. LB 1012 329 Palermo Avenue, Coral Gables, Florida 33134 Phone:305-448.1600 I infoCludovici-orange.com 4\15.2 18 9aiSaj5gi1RVE77.1edIVW 0\'[D00 1L iCCS Replat\dwgVON lbL FGCS Nepl,Ldwg DRAWN: A.J. CHECKED: A.A.S. SCALE: AS NOTED DATE: 04-15-2016 PROJ. 1: 2000 16L # SHEET: 1 OF 4 SHEETS FLAGLER GRAN CENTRAL STATION FIRST ADDITION (PROPOSED RIGHT-OF.WAY VACATION) LEGAL DESCRIPTION LEGAL DESCRIPTION: PARCELI A portion of NW 1st Avenue Right -of -Way -existing alignment in City of Miami as shown in "FLAGLER GRAN CENTRAL STATION", according to the Plat thereof as recorded in Plat Book 170, Page 41, of the Public Records of Miami -Dade County, Florida. Said land is located at the NW portion intersection of NW 1st Street and NW 1st Avenue -new proposed alignment, bounded by the East boundary of Tract "A" of aforementioned Plat of "FLAGLER GRAN CENTRAL STATION", and bounded by the West line of Block 106N of "MIAMI", according to the Plat thereof as recorded in Plat Book B, Page 41 of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: COMMENCE at the SW corner of Tract "A" of aforementioned Plat of "FLAGLER GRAN CENTRAL STATION"; thence N87°46'57"E along the South boundary line of said Tract "A" for a distance of 60.18 feet to the POINT OF BEGINNING of the following described parcel of land and the beginning of a curve to the left, a radial line to said point bears S02°13'03"E; thence the following two (2) courses along the East boundary of said Tract "A"; thence 33.02 feet along the arc of said curve to the left, having a radius of 25.00 feet and a central angle 75°40'26" to the point of intersection with a reverse curve to the right; thence 141.93 feet along the arc of said reverse curve to the right, having a radius of 515.00 feet and a central angle of 15°47'24" to the point of intersection with a non -tangent line, said line being the West line of Block 106N of aforementioned Plat of "MIAMI'; thence S02°14'11"E along said non -tangent line for a distance of 149.78 feet to the point of intersection with a line 35 feet North and parallel with the center line of NW 1st Street; thence S87°46'57"W along said line for a distance of 77.78 feet to the POINT OF BEGINNING. Containing 5,093 square feet more or Tess. AND L PARCEL 2 A portion of NW lst Avenue Right -of -Way -existing alignment in City of Miami as shown in "FLAGLER GRAN CENTRAL STATION", according to the Plat thereof as recorded in Plat Book 170, Page 41, of the Public Records of Miami -Dade County, Florida. Said land is located at the SW portion intersection of NW 2nd Street and NW 1st Avenue, bounded by the East boundary of Tract "A" of aforementioned Plat of "FLAGLER GRAN CENTRAL STATION", and bounded by the North line of the South'/2 of Lot 12, Block 106N of "MIAMI", according to the Plat thereof as recorded in Plat Book B, Page 41-of-the-Public Records -of -Miami -Dade County, -Florida, -being more particularly described as follows: COMMENCE at the SW corner of Tract "A" of aforementioned Plat of "FLAGLER GRAN CENTRAL STATION"; thence N87°46'57"E along the South boundary line of said Tract "A" for a distance of 60.18 feet to the point of intersection with a tangent curve to the left; thence the following four (4) courses along the East boundary of said Tract "A"; thence 33.02 feet along the arc of said curve to the left, having a radius of 25.00 feet and a central angle 75°40'26" to the point of intersection with a reverse curve to the right; thence 159.92 feet along the arc of said reverse curve to the right, having a radius of 515.00 feet and a central angle of 17°47'29" to the POINT OF BEGINNING of the following described parcel of land; thence continue 3.62 feet along the arc of said reverse curve to the right, having a radius of 515.00 feet and a central angle of 00°24'11" to the point of intersection with a reverse curve to the left; thence 131.98 feet along the arc of said reverse curve to the left, having a radius of 445.00 feet and a central angle of 16°59'37" to the point of intersection with a non -tangent curve to the right, a radial line to said point bears N17°59'36"E; thence 30.43 feet along the arc of said non -tangent curve to the right, having a radius of 25.00 feet and a central angle of 69°44'24" to the point of intersection with a tangent line 40 feet West and parallel with the monument line of NW 1st Avenue as shown in aforementioned Plat of "FLAGLER GRAN CENTRAL STATION"; thence S02°16'00"E along said tangent line for a distance of 99.69 feet to the point of intersection with the North line of the South '/2 of aforementioned Lot 12, Block 106N; thence S87°45'04" along said line for a distance of 71.92 feet to the POINT OF BEGINNING. Containing 4,867 square feet more or Tess. LEGAL DESCRIPTION CONTINUES ON SHEET 0 OF 4 SHEETS his document Ansists ot toiir t41'Slhee>:s anb each stleel w11 not be bonslaered iul. (/aI an) corn fete unless attan1lea ®0 trA 9tnnrs. LUDOVICI & ORANGE CONSULTING ENGINEERS, INC. CERTIFICATE OF AUTHORIZATION NO. LB 1012 329 Palermo Avenue, Coral Gables, Florida 33134 Phone: 305 448-1600 I infoCludovici-orange.com 2m855\C3FP\Ps47ects\COC'2QFCCS. Rep,ot\Zwg\700° ">111 F°CS ReplR.dwg DRAWN: A.J. SHEET: CHECKED: A.A.S. SCALE: AS NOTED DATE: 04-15-2016 `PROJ. #: 2000 16L 2 �OF 4 SHEETS. FLAGLER GRAN CENTRAL STATION FIRST ADDITION (PROPOSED RIGHT-OF-WAY VACATION) LEGAL DESCRIPTION AN D PARCEL 3 A portion of according to Florida. Said boundary of described as 1. LEGAL DESCRIPTION FROM SHEET 2 OF 4 SHEETS NW 1st Avenue Right -of -Way in City of Miami as shown in "FLAGLER GRAN CENTRAL STATION" the Plat thereof as recorded in Plat Book 170, Page 41, of the Public Records of Miami -Dade County, land is located at the NW portion intersection of NW 2nd Street and NW 1st Avenue, bounded by the East Tract "B" of aforementioned Plat of "FLAGLER GRAN CENTRAL STATION", being more particularly follows: COMMENCE at the SE corner of aforementioned Tract "B" of "FLAGLER GRAN CENTRAL STATION", said corner being the beginning of a curve to the left, a radial line to said point bears S83°28'47"E; thence the following two (2) courses along the East boundary of said Tract "B"; thence 12.40 feet along the arc of said curve to the left, having a radius of 445.00 feet and a central angle 01°35'47" to the POINT OF BEGINNING of the following described parcel of land; thence continue 56.09 feet along the arc of said curve to the left, having a radius of 445.00 feet and a central angle 07°13'19" to the point of intersection with a non -tangent line 35 feet West and parallel with the center line of NW 1st Avenue as shown in aforementioned Plat of "FLAGLER GRAN CENTRAL STATION"; thence S02°16'00"E along said non -tangent line for a distance of 43.19 feet to the point of intersection with a tangent curve to the right; thence 13.39 feet along the arc of said tangent curve to the right, having a radius of 25.00 feet and a central angle of 30°40'58" to the POINT OF BEGINNING. Containing 50 square feet more or less. I his docuhenf consists of tour t41 sheets and each sheetWlltanot n@ corislareq_fulli valtkan) comnlpte unless attached t`o the others. DRAWN: A.J. (SHEET: Ain',* rol 00 LUDOVICI & ORANGE CONSULTING ENGINEERS, INC. CERTIFICATE OF AUTHORIZATION NO. LB 1012 329 Palermo Avenue, Coral Gables, Florida 33134 Phone: 305-Y1448--1600 I infoc ludovioi-orange.com 1016l 1(X:S Replet VW. \2000 I6LCCS Rep lgt.UW0 - - CHECKED: A.A.S. SCALE: AS NOTED DATE: 04-15-2016 `PRQJ. #: 2000 16L OF 4 SHEETS FLAGLER GRAN CENTRAL STATION FIRST ADDITION (PROPOSED RIGHT-OF-WAY VACATION) SKETCH TO ACCOMPANY LEGAL DESCRIPTIONA EAST BOUNDARY OF INACT "B"� 35' 2� (P.B. 170, PG. 41) coc��a ` RARCEL 3 R 0 S 0 BE VACA1ED r ,, U4,�Ui Q 0.R=445.b0' , M IO �. a ,�!WcY �,\o' L=12.4b' "5 ��2 ' A=01 °35'47" `` co. POC PARCEL 311 .a y v�Q' SE C RNER TRCT "B" (P.B. 70, PG. 41RADIAL cn IS, p s d. �a1 - Q �g 0 4 o C4F-'LC..1'N iN r C•6"41 87°5_0.00"W_Nf 228. L 1 Z J QQ, p,,\,b }IS87 50'0o•'W� 233,35' 1 NI7°59'36"E (RADIAL) I R=25.00'-------0) �(i 5_. L=30,43' A=69°44'24" M M °4%�a 1-`�- R=515.00° r.0 r. 1 a A 00 24'11" V4'' Q�(5 z0- No; 1 EAST BOUNDARY 5 OF TRACT A" F- (P.D. 170, PG. 41) 1 1 35g. W f 51W H N 02, '01 I 41 °' �• . Leo ` 30' R=25.00' L=13.39' A=30°40'5B' 35' �-r- L 16 1 17 "MIA�v11" (P.6. B, j'G. 41) SN H- 140' I ! 301' I 2 O 35'Z.� 1 a c..,03 - W I ram= >4 ro it 1 �Q �c dl 7511) w� `tm� 8- 5 Oy711.9 '/ �`�I l �w .w `v3 rn"--, S8/°45114"W •1 1 m o North lin Sri Q I°oY»I oir_6_ C�Lot 12, B ck106 12 I ,4outraa . 4 Itoil it,c5cii-.E'7 6-' �►� ,...0 ( 13 I® I� a 8 d z -p--I---i I O ! I= I ©c/--.) 1- 7 _0 ' z 11 0 II 0 N. � a cSa 14 zd °?'' I W —cam- ov I _ -2 Gi 3 ; m M- oN87°46'57"E S87°46'571'W p� T. ■ s - 11 Nnp NW u7 r u� N N'n- S67°46 67"W 108.Q2'� S87°�46 57"W T 'cam � � W 141 i 5' N th d aprallel• wlth -� S87°46'57" . sg 46'67'W 113.02' , }hne cen er line of N 1st Street i nis document cons' of tour 14lsneets aria each sneer Wnl,no_ t be conssta rea tun. valtii anIncomn.Rte uniAss atta�nea 1 the otri rs DRAWN: A.J. SHEET: LUDOVICI & ORANGE CONSULTING ENGINEERS, INC. CERTIFICATE OF AUTHORIZATION NO, LB 1012 322 Palermo Avenue, Coral Gables, Florida 33134 Phone:305-448-1600 1 infatludovici-orange,00m • k 4 IS//2016 21) \9; 54 AM. olo\SURVEY\Protect 200072000 16L 4GCSRepfgf\d9 (20-(6116L FGESReplpt.dwg CHECKED: A.A.S. SCALE: AS NOTED DATE: 04-15-2016 `PROJ. #: 2000 1 6L `,OF 4 SHEETS OPINION OF TITLE - CITY OF MIAMI (Flagler Gran Central Station First Addition Plat) TO: CITY OF MIAMI, FLORIDA, a municipal corporation With the understanding that this Opinion of Title is furnished to the CITY OF MIAMI, FLORIDA in compliance with Section 55-8 of the Miami City Code, and as inducement for acceptance of a proposed final subdivision plat named FLAGLER GRAN CENTRAL STATION FIRST ADDITION (the "New Plat") covering the real property legally described on Exhibit "A" (the "Property"), it is hereby certified that we have examined First American Title Insurance Company Commitment for Title Insurance 5011612-NCS-586539VAC-OR (the "Title Commitment") and First American Title Insurance Company Certificate of Title Information for the Filing of a Subdivision Plat under File No. NCS-778815-ORL (the "Certificate") covering the period from beginning to February 23, 2016 at 8:00 A.M. (together, the "Title Evidence"): Basing our opinion solely on the Title Evidence, we are of the opinion that on the last mentioned date, the fee simple title to the above described real property was vested in: DT Miami A LLC, a Delaware limited liability company, DT Miami B LLC, a Delaware limited liability company, and the City of Miami, Florida, a Florida municipal corporation. Subject to the following encumbrances, liens and other exceptions: 1. RECORDED MORTGAGES: NONE 2. RECORDED MECHANICS LIENS, CONTRACT LIENS, LIS PENDENS AND JUDGMENTS OR OTHER MATTERS: NONE 3. GENERAL EXCEPTIONS: a. Real property taxes for the year 2016 and subsequent years. b. Rights of persons other than the above owner who are in possession. c. Facts that would be disclosed upon accurate survey. d. Any unrecorded labor, mechanics' or materialmens' liens. e. Zoning and other restrictions imposed by governmental authority. 4. SPECIAL EXCEPTIONS: [SEE EXHIBIT "B"] Therefore, based upon the Title Evidence, it is our opinion that the following parties must join in the platting of the Property in order to grant the City of Miami, Florida, and the public a MIAMI 4982866.2 81993/47634 good and proper title to the dedicated areas shown on the final plat of the Property known as Flagler Gran Central Station First Addition: NAME INTEREST DT Miami A LLC, a Delaware limited Fee Owner liability company DT Miami B LLC, a Delaware limited Fee Owner liability company City of Miami, Florida, a Florida Fee Owner municipal corporation Based upon the Title Evidence and the Plat of FLAGLER GRAN CENTRAL STATION recorded in Plat Book 170, Page 41, of the Public Records of Miami -Dade County, Florida, it is our opinion that ownership of (a) the 2 crosshatched areas on New Proposed Tract "A" of the Tentative New Plat labeled R/W TO BE VACATED BY THIS PLAT will revert to DT Miami A LLC, a Delaware limited liability company, and (b) the crosshatched area on New Proposed Tract "B" of the Tentative New Plat labeled R/W TO BE VACATED BY THIS PLAT will revert to DT Miami B LLC, a Delaware limited liability company. I, the undersigned, further certify that I am an attorney -at -law duly admitted to practice in the State of Florida, and am a member in good standing of The Florida Bar. Respectfully submitted this 24th day of May, 2016. BILZIN SUMBERG BAENA PRICE & AXELROD LLP 1450 Brickell Avenue, Suite 2300 Miami, Florida 33131-3456 Phone: (305) 374-7580 By: Steven W. Simon Florida Bar No. 0145105 SWORN TO AND SUBSCRIBED before me this 24th day of May, 2016, by Steven W. Simon, who is personally known to me. Notary Public, State of lFlorida My Conn ion E ,} r; .roxE$ MY COMMISSION # f F 9454E3 YPIRES: January 26.2020 Ti ru Budga! Notary Services MIAMI 4982866.2 81993/47634 EXHIBIT "A" (See following 2 pages) MIAMI 4982866.2 81993/47634 Tract "A'' of "FLA in Plat Book 170, in City of Miami Lots 13 through according to the "CRA037 FOLIO: LER GRAN CENTRAL STATION", according to the plat thereof, as recorded Page 41, and two portions of NW 1 st Avenue Right -of -Way -existing alignment s shown in said plat of ''FLAGLER GRAN CENTRAL STATION, along with 5 together with a portion of the South half of Lot 12, Block 106N of "MIAMI", lat thereof, as recorded in Plat Boc B. Page 41, said Lots also described as 0110-060-1080" in that 'WARRANTY DEED" by the City of Miami to the Southeast Overtown)Park Community Redevelopment Agency, recorded in 0,R.B, 17064, Page 0152 all from the Public Records of Miami -Dade County. Florida, Said land is located between NW 2nd Street and NW 1st Street and between NW 1st Avenue new proposed alignment and the Miami -Dade County Metrorail East Right -of -Way boundary, being more particularfy described as follows, COMMENCE at the SW comer of aforementioned Tract "A" of "FLAGLER GRAN CENTRAL STATION". thence N874657E along the South boundary line of said Tract ''A" for a distance of 60.18 feet to the POINT OF BEGINNING of the following described parcel of land and the beginning of a curve to the left, a radial line to said point bears S02'13'03"E; thence the following three (3) courses along the East boundary of said Tract "A'; thence 33.02 feet along the arc of said curve to the left, having a radius of 25.00 feet and a central angle 754026" to the point of intersection with a reverse curve to the right; thence 163.54 feet along the arc of said reverse curve to the right., having a radius of 515.00 feet and a central angle of 18°11'40" to the point of intersection with a reverse curve to the left; thence 131.98 feet along the arc of said reverse curve to the left, having a radius of 445.00 feet and a central angle of 16°59'37" to the point of intersection with a non -tangent curve to the right, a radial line to said point bears N17'59'36"E: thence 30.43 feet along the arc of said non -tangent curve to the right, having a radius of 25.00 feet and a central angle of 694424" to the point of intersection with a tangent line 40 feet West and parallel with the monument line of NW 1st Avenue as shown in aforementioned Plat of ''FLAGLER GRAN CENTRAL STATION"; thence S02-1600"E along said tangent line for a distance of 99,69 feet to the point of intersection with the North line of said South half of Lot 12, Block 106N of "MIAMI"; thence N87°4504"E along said line for a distance of 20.00 feet to the point of intersection with the East boundary line of said Lot 12; thence S02'16'00"E along the East boundary lines of said Lots 12 through 15. Block 106N, for a distance of 175,24 feet to the point of intersection with the Southeast corner of said Lot 15; thence S874657W along the South boundary line of said Lot 15 for a distance of 101,31 feet to the point of intersection with the Southwest comer of said Lot 15; thence NO2'14'11'W along the West boundary line of said Lot 15 for a distance of 10.00 feet to the point of intersection with a line 35 feet North and parallel with the center line of NW 1st street: thence S87646571N along said line for a distance of 77,78 feet to the POINT OF BEGINNING, Containing 57,777 square feet or 1.326 acres more or less. AND Tract "B" of ''FLAGLER GRAN CENTRAL STATION", according to the Plat thereof„ as recorded in P:al Book 170, Page 41, and a portion of NVV 1st Avenue Right -of -Way in City of Miami as shown in said plat of "FLAGLER GRAN CENTRAL STATION", all from the Public Records of Miami -Dade County, Florida Said land is located between NW 2nd Street and NW 3rd Street, MIAMI 4982866.2 81993/47634 and between NW 1st Avenue and the Miami -Dade County Metrorail East Right -of -Way boundary, being more particularly described as follows: COMMENCE at the SE corner of aforementioned Tract "B" of "FLAGLER GRAN CENTRAL STATION", said corner is also the beginning of a curve to the left, a radial line to said paint bears S83'28'47"E; thence the following two (2) courses along the East boundary of said Tract "B"; thence 12 40 feet along the arc of sald curve to the left, having a radius of 445.00 feet and a central angle 01 `35'47" to the POINT OF BEGINNING of the following described parcel of land; thence continue 56.09 feet along the arc of said curve to the left, having a radius of 445.00 feet and a central angle 07°13'19" to the point of intersection with a non -tangent line 35 feet West and parallel with the center line of NW 1st Avenue as shown in aforementioned Plat of "FLAGLER GRAN CENTRAL STATION"; thence S02°16'00"E along said line for a distance of 43 19 feet to the point of intersection with a tangent curve to the right; thence 13.39 feet along the arc of said curve to the right, having a radius of 25.00 feet and a central angle of 30°40'58" to the POINT OF BEGINNING. Containing 59,963 square feet or 1 376 acres more or less. MIAMI 4982866.2 81993/47634 EXHIBIT "B" EXCEPTIONS 1. Plat of Map of Miami, recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. 2. Plat of Resubdivision of Part of Blocks 77N, 86N, 97N, and 106N, Miami, Florida, recorded in Plat Book 2, Page 61, of the Public Records of Miami -Dade County, Florida. 3. Plat of Flagler Gran Central Station, recorded in Plat Book 170, Page 41, of the Public Records of Miami -Dade County, Florida. 4. Easement in favor of Dade County as set forth in that certain Notice of Lis Pendens in County Eminent Domain Proceedings recorded in Official Records Book 4750, Page 619, of the Public Records of Miami -Dade County, Florida. 5. Agreement by and between Florida East Coast Railway Company and Dade County recorded in Official Records Book 11410, Page 908, of the Public Records of Miami - Dade County, Florida. 6. Amended Easement Deed by Court Order in Settlement of Landowner Action recorded in Official Records Book 28495, Page 1054, and in Official Records Book 28686, Page 4149, and in Official Records Book 28922, Page 4035, and in Official Records Book 28922, Page 4068, all of the Public Records of Miami -Dade County, Florida. 7. Agreement for Water and Sanitary Sewer Facilities by and between Miami -Dade County and DT Miami, LLC, recorded in Official Records Book 29241, Page 3143, of the Public Records of Miami -Dade County, Florida. MIAMI 4982866.2 81993/47634 cbcafive- cce(AA. REAL ESTATE PURCHASE AND EXCHANGE AGREEMENT THIS REAL ESTATE PURCHASE AND EXCHANGE AGREEMENT (the "Agreement") is made as of the day of , 2015 (the ."Effective Date"), by and between FDG Rail :holdings 25 LLC, a Delaware limited liability company ("FDG"), All Aboard Florida - Operations LLC, a Delaware limited liability company ("AAP') and City of Miami, a Florida municipal corporation (the "City"), FDO, AAP and the City shall each bo referred to as a "Party" and collectively, as the "Parties", WITNESSETH: In consideration of the mutual undertakings of the parties set forth in this Agreement and of othor valuable considerations, the receipt and sufficienoy of which the parties hereby acknowledge, tho parties hereby agree as follows: 1, Q..ity I'ro7�orty to be E ch�ai The City is the owner in fee simple of that certain parcel of property, containing approximately 0.18 cores, looatod in Miami -Dade County, Florida, as more particularly desoribecl on Exhibit A, attached hereto and made a part hereof, together with all appurtenances, hereditaments and improvements located thereon (the "City property South"). The legal description provided on the Survey of City Property (as defined in Section 8.1 of this Agreement) shall define the City Property for all purposes of this Agreement. The City is also tho owner .in fee simple of that certain parcel of property, containing approximately 0.32 acres, located in Miami -Dade County, Florida, and identified as Folio number 01-3136.000-0090, as more particularly described on Exhibit 13 attached hereto and made a part hereof ("Tracts F&G"), The City will exchange Tracts F&G, subject to a roservation of air rights above 100 feet ("City Property North") and tho City Property South (together the "City Property"), Notwithstanding the ohange in the manner in which the City Property or Tracts F&G are described, the intent of the City is to convey the properties described in Exhibits A and B, The City Property to be exchanged is not buildable and is non -waterfront property, The City Property North to bo exchanged is in furtheranoe of implementation of transportation projectsofgoverrmnental ageneles or instrumentalities, FDG and/or AAF and, its affiliates are owners of adjacent property, The City Commission based on a recommendation of the City Manager that it is in the best interest to consummate this exchange has determined that it is exempt from the provisions of 1.8- 182, City of Miami City Code (City Code"), by a two-thirds affirmative vote, 2, FDG Property to be Exchanged, FDG is the owner in fee simple of that certain parcel of property, containing approximately 0,50 acres, located in Miami -Dade County, Florida, as more partioularly described on Exhibit C attached hereto and made a part hereof, together with all appurtenances, lieredltaments and improvements looated thereon (the "FDG Proporty"). The legal description(s) provided on the Survey of FDG Property (as defined in Section 9.1 of this Agreement) shall define tho X DG Property for all purposes of this Agreement. 3, Crossing Easement Agreement. The City hereby grants to AAF and its assigns the right to cross certain portion of NW 8111 Street ("Existing Roadway"), including subsurface rights and air rights up to one hundred (100) feet as shown in ;Exhibit D, attached hereto and made apart hereof, for purposes of including, but not limited to, constructing, operating, and maintaining rail infrastructure including air and grade crossing, installation of signs, pipelines and/or communication cables, ovor, under and across the Existing Roadway (the "Cyossing Easement A . eemel rit"), The Crossing Agreement shall be In a form sufficient to permit the Title Insurer to insure title in AAP in the Crossing. Easement Agreement as provided for in Section 8,2 below, AAF and the City agree that the Crossing Basement Agreement shall contain the insurance provisions set forth in that certain Aerial'Easement to bo entered into by DT Miami LLC and the City of Miami for easements over N,W. 5tn Street and N,W, 6th Street between N,W, 1st Avenue and Miami -Dade County MotroRail North Corridor Right of Way and noted on the Plat of Flagler Gran Central Station as recorded in Plat Book 170 page 41 of the Public Records of Miami-Dado County; Florida, Further, AAP shall use commercially reasonable efforts to obtain Florida East Coast Railway, L,L,C,'s ("FECR") agreement as to the location of FECR's easement across the Existing Roadway and FECR's express agreement to waive its right to relocate the easement in the future, 4, Roadway Construction, During the Inspection Period, the City .and PDG shall work together to conceptually design NW 1st Avenue botween NW ist Street and NW 21's Street ("Now Roadway") substantially in aocordance with D+xhibitE attached hereto and made a part hereof, PDG shall, at its solo cost and expense, design and construct the New Roadway in accordance with the City Code and the Dade County Public Works Manual, The New Roadway construction is estimated to commence on or about September 1, 2016 and be completed and open for normal operation on or about March 1, 2017, 5, Right of Way Vaeatlou0Piattigrg and Entitlements, 5,1 The City and AAF and PDG shall file and process, at AAF's or FDG's expense, the application required in order to replat (the "Plat Process") the City Property and Tract A of FLAMER GRAN CENTRAL STATION, according to the Plat thereof, as recorded in Plat Book 170, Page 41, of the Public Records of Miami -Dade County, Florida (together, the "Reconfigured Lot"), which would. include the vacation, at no additional cost beyond applicable costs prescribed by the City Cocle to PDG, of the right of way located within bisecting or botween the parcels constituting the City Property, as depicted. on Exhibit attached hereto and made a part hereof, FDG's obligation to olose this transaction shall be contingent upon the City completing the Plat Pr000ss, The City agrees to cooperate and facilitate throughout -the -Plat -Process. 5,2 The City shall reasonably cooperate in AAP's efforts to modify the Interlocal Agreement between the City and Miami -Dade County to allow the expansion of the Rapid. Transit Zone to include the entire R.eoonfignred Lot. in addition, FDG shall continue to count the square footage of the FDG Property after the transfer to the City to comply with the green space requirement whether or not the City thereafter constroots iinprovernents on the FDG Property, ' The provisions of this Section 5,2 shall survive the Closing, G, Inspection, Commencing on the Effective Date and expiring at 5:00.p,m, on the date that is sixty (60) days after the Effective Date (the "l s cation Period"), AAF, PDG and their agents shall have the right and privilege to enter upon the City Property, at their own risk and expense, to inspect, examine, survey and perform such tests, inspections, studies or other evaluations of the City Property as AAF and FDG may deem necessary in oonjunetion with AAF''s and FDG's acquisition of the City Property, including, but not limited to, a Phase l and/or Phase 11 environmental audit, an engineering feasibility study whioh may include topographic surveys, core borings, groundwater testing, soil test pits and load bearing tests, as may be required by AAF and/or FDG to determine the physical characteristics of the substrata of the City Property, Within ten days of the Effective Date, the City shall provide AAP and FDG with all property information in the City's control 2 including, but not limited to, environmental reports, title reports, surveys, perinits, approvals, and leases, If AAF 'and FDG terminates this Agreement or fails to purchase the City Property, AAF and/or FDO shall restore the City Property to its original condition, or better, and shall indemnify and hold the City harmless from and against any and all claims, costs, expenses and damages to persons and/or property inourred by, through, or out of the exercise of such privilege, AAF and PDG (at their respective own cost and expense) shall indemnify, hold harmless and defend the City, its officials and. employees from any civil actions challenging this Agreement through and including the date of initial Closing (as defined in this Agreement) and shall have no recourse against the City as a result of suoh oivil actions, AAF's and FDG's obligation to indemnify the City set forth heroin shall survive the Initial Closing Date or Closing Date (as defined in this Agreement), as applicable, of this Agreement or the termination of this Agreement. Prior to performing any inspections, AAF and/or FDG shall provide evidence to the. City that all consultants or oontractors conducting inspections oarry commercial general liability insurance insuring its activities with coverage in an amount not less than $2,000,000 per occurrence, and policy aggregate, as well as other related lines of coverage or requirements as may be required by the City in connection with this A,greernont, All such policies shall be written on an occurrence basis and list the City as an additional insured, including endorsements, which shall be reasonably approved by the Director of Risk Management, or designee, Such coverage shall be kept in place until the Initial Closing Date or Closing Date, as applicable, or earlier termination of this Agreeinent, As it relates to City employees accessing the Property, the City is self -insured against any claim, During such Inspection Period, the City and its agents shall have the right and privilege to enter upon the FDO Property, at their own risk and expense, to inspect, examine, survey and perform such tests, inspections, studies or other evaluations of the FDG Property as the City may deem necessary in conjunction with the City's acquisition of the FDG Property, including, but not limited to, a Phase- I and/or Phase II environmental audit, an engineering feasibility study which may include topographic surveys, core borings, groundwater testing, soil test pits and load bearing tests, as may be required by the City to determine the physioal characteristics of the substrata of the FDG Property, Within ton days of the Effective Date, FDG shall provide the City with all property information in FDG's control including, —but -not —limited toenvironmental reports, title reports, surveys, permits, approvals, and leases, If the City terminates this Agreement or fails to acquire the FDG Property, the City shall restore the FDG Property to its original condition and shall indemnify and hold. FDO harmless ft'om and against any and all claims, costs, expenses and damages to persons and/or property incurred by, through, or out of the exorcise of suoh privilege, The City's obligation to indemnify FDG set forth herein shall survivo the Initial Closing Date or Closing Date, as applicable, of this Agreement or the termination of this Agreement, Nothing herein shall be construed as a waiver of the City's sovereign immunity, Nothing herein shall be construed as consent b the to be -sued bythird parties, Prior to performing aiiy insiiectiohs, the City shall -y Y provide evidenoo to FDG that all consultants or contractors conducting inspections carry • commercial general liability insurance insuring its activities with coverage in an amount not less than $2,000,000 per occurrence, and all such policies shall be written on an occurrence basis and name FDG as an additional insured, which insurance shall be reasonably approved by .the Director of Risk Management, and suoh coverage shall be kopt in place until the Initial Closing Date or Closing Date, as applicable, or oarlier termination of this Agreement, Notwithstanding anything contained heroin to the oontr'ar'y, inspections by AAP, FDG or the City (each an `Inspecting Party") shall be subject to the following terms and conditions: 3 (a) At a Party's request, the other Party shall provide a copy of any report or other information, other than an exempt record, produced as a result of any inspection within 5 clays. (b) Each Party may have a representative present at any inspection, including, without limitation, an environmental audit, (o) Each Party shall make any request to the other Party to conduct an inspection of the City Property or FDG Property, as applioable, at least 24 hours prior to the proposed time for the conduct thereof, which notice shall specify the type of inspection to be conducted by such Party, (d) If a Party performs invasive environmental testing (such as drilling or soil or groundwater testing) or a Phase II environmental audit, both Parties :shall both receive copies of the report compiled by the contractor, In the event tho Phase II audit reveals any condition that, according to applicable law, must be reported to a governmental authority, then acquiring Party shall allow the conveying Party or its agent to make the initial contact with such governmental authority regarding such condition, AAF' and/or FDG shall have the right, which may be exercised 'by delivering written notice to the City and FDG at any time during the Inspection Period, to terminate this Agreement for any reason that AAF and/or FDG, 4s applicable, deems appropriate, Upon delivery of written notice of termination to the City during the Inspection Period, this Agreement shall terminate and all the parties hereto will have no further rights or obligations hereunder except those mentioned herein that specifically survive termination, The City shall have the right, which may be exercised by delivering written notice to AAF and FDG at any time during the. Inspection Period, to terminate this Agreement for any reason that the City deems appropriate, Upon delivery of written notice of termination to AAF and FDG during the Inspection Period, this Agreement shall terminate and all the parties hereto will have no further rights or obligations hereunder except those mentioned herein that specifically survive termination, 7. Condition of property, The Parties understand and agree that they are acquiring the City Property or the FDG Property, as applicable, ,in an "as is where is" condition with all faults and without any representation or warranty on the part of the conveying Party except as otherwise specified herein, Each Party is solely responsible for obtaining all necessary development approvals from government entities. Neither Party represents that any government approval has boon given for development on any specific site or parcel, AAF or FDG, as applicable, represents and warrants to the City that AAF or FDG, as applicable, is relying solely upon its own investigations and inspections made during the Inspection Period, and as a result the City shall not be obligated to make any modifications to'the City Property as a condition to AAF's or FDG's, as applicable, obligation to close, The City represents and warrants to FDO that the City is relying solely upon its own investigations and inspections made during the Inspection Period, and as a result FDG shall not be obligated to make any modifications to the MG Property as a condition to the City's obligation to close, 8, tarvey of City Property and Title Review, 8,1 Survey. Within forty-five (45) days after the Effective Date (the "Title and. Survey Deadline"), AAF and MG shall obtain, at AAF's or FDG's expense, a boundary survey of the City 4 Property prepared by a licensed Etorida land surveyor in accordance with Florida minimum technical standards (the "Survey of City Property"), The Survey of City Property shall be certified to AAF or FDG, the City and Title Insurer, as defined in Section 8,2 hereof, and shall describe an overall metes and bounds legal description of the City Property and show the total area of the City Property to the nearest square foot. Upon receipt of the Survey of City Property, AAF or FDO shall provide a copy to City, 8.2 Title Insurance. Prior to the expiration of the Title and Survey Deadline, AAF or MG may obtain an owner's title insurance commitment with oopies of all exceptions and attachments thereto (the "AAP and FDG Conrrnitment") from First American Title Insurance Company, as title insurer ("Title Insurer"), at AAF's or FDG's expense, which commits to insure AAF's or FDG's fee simple title to the City Property in an amount acceptable to AAP or EDO, as applicable, Title Insurer shall commit to issue an owner's title insurance policy to AAP or EDG,. as applicable, within sixty (60) days following the date of Initial Closing or Closing, as applicable, insuring AAF's or EDG's fee simple title to the City Property free and clear of all liens and encumbrances except (i) those exceptions not objected to by AAP or EDO under the provisions of Section 8,3, (ii) those exceptions created by AAF or EDO, and (ii) those City Property Title Defects, as defined in Section 8.3, which the City is unwilling or unable to cure in the event AAF or EDO does not terminate this Agreement pursuant to Section 8.3 (the "City Property ,Permitted Exception"). 8,3 AAF's and FDG's. Review. AAF and FDG shall have fifteen (15) days after its receipt of the AAF and FDG Commitment and the Survey of City Property, to examine the Survey of City Property and the AAF and EDO Commitment and to notify the City in writing of any defects in title to the City Property ("City Prot tv' le Defects"). Tho City shall not be obligated. to remedy or remove the City Property Title Defects, If the City is unwilling or unable to remedy all the City Property Title Defeots, the City shall deliver notioe thereof to AAF and EDO within tern (10) days of receipt of AAF's or EDG's notioe of the City Property Title Defects. Upon receipt of notice from the City that it is unwilling or unable to remedy all of the City Property Title Defects, AAP or MO shall then have the option_of either; (i)-providing-the-City-notice of its election to terminate this Agreement no loss than five (5) business days prior to Initial Closing or Closing, as applicable, whereupon both parties shall thereafter be relieved of all further obligations under this Agreement which do not spocifioally survive its termination, or (ii) taking title as it the exists without changing the obligations set forth in this Agreement. If AAP or EDO does not give notice to the City of its intention to terminate the Agreement at least five (5) business days prior to Initial Closing .Date or Closing Date, as applicable, AAF and EDO shall be deemed to have waived its right to terminate the Agreement pursuant to this section, Notwithstanding the foregoing to the oontrary, the City shall be obligated to discharge, either at or before Initial Closing or Closing, as applicable„ all mortgages, construction liens, and other liens, and past clue taxes, 8,4 Uplate of Title Commitment and Survey Prior To Closing, AAF and FDO have the right to update the AAP and E.DG Commitment and Survey of City Property duriinglall the period between the end of the Inspection Period and the Initial Closing Date or Closing Date, as applicable, In the event that any such Update discloses any additional title and/or survey matters that were not shown. on the AAP and FOG Commitment and/or Survey of City Property, as applicable, which either (i) renders title unmarketable according to the applicable title standards adopted by the authority of The Florida liar, or (ii) materially and adversely affect AAF's and EDG's intended use of the Property in AAF's and EDG's commercially reasonable discretion, AAF 5 or 1 DG shall give the City written notice of any such matters within five (5) days after AAF or FDG receives notice thereof, but in no event later than the Initial Closing Date or Closing Date, as applicable (the ",AAF or FDG Objection Nonce"), otherwise AAF and FOG shall be deemed to have waived its right to give an AAF or FDG Objection Notice for such title matter s (if City shall thereafter have. a period of ten (10) days from receipt of an AAF or FDG aObjectiion Notice to cure such platters and to the extent that such tern (10) day time period would expire beyond the initial Closing Date or Closing Date, as applicable, shall be automatically extended to the date that is ten (10) days following the expiration such ten (10) day period; provided, however, in no event shall the City have any obligation to cure or remove any title matters except those monetary exceptions created by the City's acts as set forth above, if the City is unwilling to euro such title matters within such 10-day period, AAF or FDG will have a period of five (5) days thereafter° in which to elect, by written notice to the City, whether to: (i) waive the unsatisfied title and/or survey matters and complete the purchase of the Property subject thereto, without reduction of the Exchange Price, if applicable; or (ii) terminate this Agreement, whereupon AAF, FDG and the City shall be released of all obligations hereunder that do not expressly survive termination of this Agreement, If AAF or FDG fails to make an election within such time period, AAF and FDG will be deemed to have elected to waive such title and/or survey matters, all of which shall be deemed to be the City Property Permitted Exceptions hereunder, 9. Survey of FOG Piro ee tv and Title,Review. 9.1 ,Survey. Prior to the expiration of the Title and Survey Deadline, FDG shall obtain, at FDG's expense, a boundary survey of the FDG Property prepared by a licensed Florida land surveyor in accordance with Florida minimum technical standards (the "Survey of?DG Property"), The Survey of FDO Property shall be certified to FDG, the City and Title insurer and shall deseribe an overall metes and bounds legal description of the FDG Property and show tho total area of the FDG Property to the nearest square foot, Upon receipt of the Survey of the FDG Property, the City shall provide a copy to FDG, 9.2 Title insurance, Prior to the_expiration-oftlie Title and-Srxrvey Deadline, FDG shall obtain an owner's title insurance commitment with copies of all exceptions and attachments thereto (the "City Commitment") from Title Insurer, at FDG's expense, which commits to insure the City's fee supple title to the FDG Property in the amount aooeptable to tho City, Title Insurer shall commit to issue an owner's title insurance policy to the City within sixty (60) days following the date of Initial Closing Date or Closing Date, as applicable insuring City's fee simple title to the FDG Property free and clear of all lions and encumbrances except (i) those exceptions not objected to by the City under the provisions of Section 9,3 and (i) those FDG Property Title Defeots, as defined in Section 9,3, which FDG is unwilling or unable to -cure in the event the City does not terminate this Agreement pursuant to Section 9,3 (the "FDG Property Permitted Exceptions"), 9.3 City's Review, The City shall have fifteen (15) days after its receipt of the City Coninritmont and the Survey of FDG Property, to oxarnlnethe Survey of FDG Property and the City Commitment and to notify FDG in writing of any defects in title to the FDG Property ("PDG. Property Title Defects"), FDG shall not be obligated to remedy or remove the FDG Property Title Defects. If FDG is unwilling or unable to remedy all FDG Property Title Defects, FDG shall deliver notiee thereof to the City within ten (10) days of receipt of the City's notice of FDG Property Title Defects, Upon receipt of notice from FDG that it is either unwilling or unable to remedy all of the IDG Property Title Defeats, the City shall then have the option of either: (i) 6 providing FDG notice of its election to terminate this Agreement no less than five (5) business days prior to Closing or (ii) taping title as it then exists without reduction in the Exchange Price, if applicable, If the City does not give notice to FDG of its intention to terminate this Agreement at least five (5) business days prior to Closing, the City shall be deemed to have waived its right to terminate this Agreement pursuant to this section, Notwithstanding the foregoing to the contrary, FDG shall be obligated to discharge, either at or before Closing, all mortgages, construction liens, other .lions and judgments, and past due taxes, 9,4 Update of Title Commitment and Survey Prior To Closing,. The City shall havo the right to update the City Commitment and Survey of FDG Property during the period between the end of the Inspection Period and the Closing Date, In the event that any such update discloses any additional title and/or survey matters that were not shown on the City Commitment and/or Survey of FDG Property, as applicable, which either (I) renders title unmarketable aceord.ing to the applicable title standards adopted by the authority of The Florida Bar, or (ii) materially and adversely affect the City's intended use of the FDG Property in the City's reasonable d.isoretion, the City shall give FDG. written notice of any such matters within five (5) days after the City receives notice thereof but in no event later than the Closing Date (the "City Objection Notiee"), otherwise the City shall be deemed to have waived its right to give a City Objection Notice for suoh title matters (if any), FDG shall thereafter have a period of ten (10) days from reoeipt of a City Objection Notice to cure such rnattors and to the extent that such ton (10) day time period would expire beyond the Closing Date, the Closing Date shall be automatically extended to the date that is ten (10) days following the expiration of such ton (10) day period; provided, however, in no event shall FDG have any obligation to cure or remove any title matters except for except those monetary exceptions created by FDG's acts as set forth above, If FDG fails, is unable or unwilling to cure such title matter's within suet' 10,day period, the City will have a period of five (5) days thereafter in which to elect, by written notice to FDG, whether to: (i) waive the unsatisfied title and/or survey matters and complete the exchange of the City Property for the FDG Property subject thereto, without reduction of the obligations set forth in this Agreement; or (ii) providing the City notice of its election to ternninato this Agreement, whereupon FDG and the City shall be released of all obligations hereunder that do_not-expressly-survive termination of this Agreornent. If the City fails to make an election within such time period, the City will be deemed to have elected to waive such title and/or survey matters, all of which shall be deemed to be FDG Property Permitted Exceptions hereunder, 10, AA]3' Public Benefit Contribution, At Closing, AAF shall contribute, idlump sum, in cash or by its equivalent, to the City an amount equal to five hundred thousand dollars ($500,000,00) for the public's benefit to be used towards the aequisition or development °f the fire station proposed to be constructed on the FDG Property or similar public project in the area, This Pubic Benefit is conferred contingent on the occurrence of the Closing but not based on any other contingency and is not to be offset against any municipal foe, charge, assessment, imposition or levy which is imposed by operation °flaw, 11. Conditions Precedent to Closing, 11,1 Conditions to AAF's and FDG's Closes, AAF's and FDG's obligation to close this transaction shall be contingent upon the City's full performance of all of their obligations under this Agreement and AAF's and FDG's receipt of reasonably acceptable evidence of the continuing 7 accuracy of all of the representations and warranties or covenants of the City as set forth. herein and completion of the Plat Proems, 11,2 Conditions to City's Closing, The City's obligation to close this transaction shall be contingent upon AAF's and FDG's fall performance of all of their obligations under this Agreement, the City and FDG shall have filed and processed a rezoning application (and any land use change) needed to allow for a, portion of the PDG Property to be zoned CS for park space, .and the City's receipt of reasonably acceptable evidence of the continuing aocuraey of all of the representations and warranties or covenants of AAP and FDG as set forth herein, There will be no "net loss" of existing public park land as set forth in Policy PR-2,1,1 of the Miami Comprehensive Neighborhood Plan, 12, Brokerage (onnnission, Each Party represents and warrants to the other Parties that it has not dealt with a broker, salesman, agent, or other person in connection with the transactions contemplated by this Agreement, inoluding the exchange of the City Property for the FDG Property, The foregoing warranties and covenants will survive delivery of the deed or termination of this Agreement, as applicable, 13, AA.1+"s Representations and Warranties, AAP hereby represents and warrants that as of the date hereof: 13,1 AAP is organized and in good standing under the laws of the State of Delaware, 13,2 AAF has the full right, power and authority to enter into this Agreement and AAP has the fall right, power and authority to carry out its obligations hereunder and the exooution and delivery of, and the performance of all obligations under this Agreement by AAP does not and will not require any consent or approval of any person or entity other than AAP, 13.3 There are no actions,_suits--or-proceedings-pending--or-to--the-knnowleclge of-AAP - threatened against or affecting AAP that would impede or otherwise impair its ability to perform its obligations under this Agreement, 13,4 The representations and warranties contained in this Agreement shall be true and correct as of the Closing Date in all material respects and AAF shall, at Closing, execute a oortificate to such effect, The representations and warranties set forth herein shall survive Closing, 14, 14G's Representations and Warranties, TOG hereby represents and warrants that as of the date hereof. 14.1 FDC is organized and in good standing under the laws of the State of Delaware. 14,2 FDG has the fall right, power and authority to exchange the FDG Property for the City Property as provided in this Agreement and FDG has the full right, power and authority to carry out its obligations hereunder and the execution and delivery of, and the performance of all obligations under this Agreement by FDG does not and will not require any consent or approval of any person or entity other than FDG, 8 14,3 There are no actions, suits or proceedings pending or to the knowledge of MG threatened against or affecting FDG or the FDG Property that would impede or otherwise impair its ability to perform its obligations snider this Agreement, 14,4 The representations and warranties contained in this Agreement shall be true and correct as of the Closing Date in all rnatoria.l respects and FDG shall, at Closing, execute a certificate to such effect, Tho representations and warranties sot forth herein shall survive Closing. 15. City's Representations and Warranties, The City hereby represents and warrants that as of the date hereof; 15.1 The City has the full right, power and authority to exohange the FDG Property for the City Property as provided in this Agreement and the City has the full right, power and authority to carry out its obligations hereunder and the execution and delivery of, and the performance of all obligations under this Agreement by the City does not and will not require any consent or approval of any person or entity other than the City, 1.5,2 There are no actions, suits or proceedings pending or to the knowledge of the City threatened against or affecting the City or the City Property that would impede or otherwise impair its ability to perform its obligations under this Agreement, 15,3 The representations and warranties contained in this Agreement shall be true and correct as of the Initial Closing Date or Closing Date, as applicable, in all material respects and the City shall, at Initial Closing Date or Closing Date, as applicable, execute a certilioate to such offoot, The representations and warranties sot forth herein shall survive Closing, 16, Closing, With respect to City Property North and tho Crossing Easement Agreement, the consummation of that portion of the transaction contemplated hereby (the "Initial Closing") shall take place within thirty (30) days of the Effective Date (the "Initial Closing Data"). The consummation of tho transaotior oontenrplated-hereby-fox_ the -exchange -oi' the -City Property South for the FDG Property (the "Closing") shall take place on the earlier of fifteen (15) .days after the Now Roadway is completed and open for traffic or March 1, 2017 (the "ClosingDate"), If the Initial Closing takes plane, but the Closing does not take place on or before December 31, 2018, as may be extended by the parties (the "Deadline"), AAP shall pay the City, within five (5) business days, the fair Market value of the City Property North and the Crossing Easement Agreement as consideration for the City Property North and the Crossing Easement Agreement, which shall be determined by an appraisal process as prescribed by City of Miami City Code, 17, Deliveries at the Exchange Closing. If this Agreement has not been terminated by a Party, on or bofore Initial Closing or the Closing, as applicable, the Parties shall deliver to the Escrow Agent or the other Party the following items and documents; 17,1 At the Initial Closing, the City shall deliver the following; (a) A recordable special warranty deed for the City Property North (the "City Property North Deed") sufficient to permit the Title Insurer to insure title in AAP' as provided for in Section 8.2 above, subject only to the applioable City Property Permitted .Encumbrances. 9 (b) The City shall. deliver an affidavit inform reasonably satisfactory to AAF and the Title Insurer, evidencing that there have been no improvements or repairs made to the City Property North within ninety (90) days preceding the Initial Closing Date, except as otherwise disclosed to AAF and Title Insurer in writing, and sufficient in form and content to cause the Title Insurer to eliminate any exception for mechanics lions from the title policy, Such affidavit shall also evidence that the City is in sole possession of the City Property North, and shall contain a certification that the City is' not a foreign person for purposes of Section 1445, Internal Revornne Code and such other certifications as may be sufficient for the Title Insurer to insure the "gap" at the Initial Closing. - (o) The City shall deliver possession of the City Property North to AAP, (d) The City shall deliver a recordable Crossing ;Easement Agreement sufficient to permit the Title Insurer to insure title in AAP as provided for in Section 8,2 above, subject only to the applicable City Property Permitted Encumbrances, (e) Any . and all other documentation as may be reasonably required to consummate the transactions contemplated in this Agreement for the Initial Closing, 17,2 At the Closing, tho following shall be delivered: (a) The City shall deliver a recordable special warranty deed (the "City Exchange Deed") sufficient to permit the Title Insurer to insure title in FDG as provided for in Section 8,2 above, subject only to the City Property Permitted Encumbrances, (b) FUG shall deliver a recordable special warranty deed (the "FDGPxchange Deed") sufficient to -permit the Title Insurer to insure title in the City as provided for in Section9,2 above, subject only to the MG Property Permitted Bnournbrancos, - -(o) - The City shall deliver -an -affidavit -in -form reasonably satisfactory to PDG and the Title Insurer, evidencing that there have been no improvements or repairs made to the City. Property South within ninety (90) days preoeding the Closing Dato, except as otherwise disclosed to F0G and Title Insurer in writing, and sufficient in form and content to cause the Title Insurer to eliminate any exception for mechanics liens from the. title policy, Such affidavit shall also evidence that the City is in sole possession of the City Property South, and shall contain a certification that the City is not a foreign person for purposes of Section 1445, Internal Revenue Code and such other certifications as may be sufficient fer the Title Insurer to insure the "gap" at Closing, (cl) FDG shall deliver an affidavit in form reasonably satisfactory to the City and the Title Insurer, evidencing that there have been no improvements or repairs made to the FDG Property within ninety (90) days preceding the Closing Date, except as otherwise disclosed to the City and Title Insurer in writing, and sufficient in form and content to cause the Title Insurer to eliminate any exception for mechanics liens from the title policy, Such affidavit shall also evidence that FUG is in sole possession of the FDG Property, and shall contain a certification that FDG is not a foreign person for purposes of Section 1445, Internal Revenue Code and such other certifications as may be sufficient for the Title Insurer to insure the "gap" at Closing, 10 (c) The City shall deliver possession of the City Property to FDG at Closing and FDG shall deliver possession of the FDG Property to the City at Closing, (f) Any and all other documentation as may be reasonably required to eonsurmnate the transactions contemplated in this Agreement, All documents to be delivered by the City shall be signed by the City Manager and shall be in a legal form acceptable to the City Attorney, 18, Closing Costs, With respect to tho transactions contemplated herein, AAF shall pay for (i) recording :fees and documentary stamps with respect to the City Property North Deed and the Crossing Easement Agreement; (ii) Owner's title insurance policy premium and related title search and commitment fees with respect to its acquisition of the City Property North and the Crossing Easement Agreement; (iii) the Survey of City Property North and the Existing Roadway and surveyor certifioations, if any; (iv) all costs of AAF's inspections hereunder; (v) AAF's attorney's fens; and (vi) all ,costs of financing for AAF's purohase of the City Property North, if any. PDG shall pay for (i) recording fees and documentary stamps for the conveyance of the City Exchange Deed; (ii) Owner's title insurance policy premium and related title search and commitment foes with respect to its acquisition of the City Property South; (iii) the Survey of City Property South and surveyor oertifioations, if any; (iv) all costs of FDO's inspections hereunder; (v) F.DG's attorney's fens; (vi) all costs of financing for FDO's purchase of the City Property South, if any, (vii) recording fees and documentary stamps with respect to the FDG Exchange Deed, (viii) Owner's title insurance poli.oy premium and related title soaroh and eonunittnent fees with respect to the City's acquisition of the FDG Property; and (ix) the Survey of FDG Property, The City shall pay for (i) all costs of the City's inspections hereunder and (ii) the City's attorney's fees, All parties acknowledge that the City is exempt from- paying dooum entary stamps tax, Taxes and other customarily apportioned items shall 'be prorated or apportioned as of Closing and In accordance with§ 196.295, Florida Statutes (2014), if the Tax Collector will not accept payment of taxes prior to its due date, the Escrow Agent shall hold the estimated taxes for the current year in its trust aocount and shall be obligated to pay the taxes as soon as payment can be made, FDG is responsible for paying all prior and current taxes through the date of closing and agrees to indemnify_and hold-the-Cityharmless-for any and all outstanding real property taxes owed on the FDG Property, This indemnity shall survive closing, 19, Notices, Any notico, demand, consent, authorization, request, approval or other oommtmication that any party is required, or may desire, to give to or inalce upon the other party pursuant to this Agreement -("Notice") shall be effective and valid only if in writing, signed by the party giving Notice and delivered personally to the other parties or sent by (i) overnight courier or delivery service (e,g,, Federal Express); or (ii) eertiiied..mali-of the United States Postal Service, postage prepaid and return receipt requested, addressed to the other party as follows (or to such other place as any party may by notice to the others specify): To AAF All Aboard Florida - Operations LLC 2855 S. Leiroune Road, 4t1' Floor Coral Gables, Florida 331.34 Attention: Brian Kronberg Tirnailc brian,lc onberg@allaboardflorida,coin With a copy to: Florida East Coast Industries, LLC 11 2855 S, Lo3eune Road, 41 Floor Coral Gables, Florida 33134 Attention: Kolleen Cobb . Email: kolleen,cobb@feci,00m To AAF; FDG Rail Holdings 25 LLC 2855 S. Lefeuno Road, 4tti Floor Coral Gables, Florida 33134 Attention; Brian I(ronborg Email; brian,ltronberg( 7allaboardfiorida,corn With a copy to; Florida East Coast Industries, LLC 2855 S. LeJeune Road, 41 Floor Coral Gables, Florida 33134 Attention; Kolleen Cobb Email; kolleen,cobb ct feoi,com To the City; With a copy to; Daniel J. Alfonso City Manager City of Miami 444 SW 2" Ave, 10th Floor Miami, Florida 33130 Viotoria Mendez City Attorney City of Miami 444 SW 2" `t Ave, 91 Floor Miami, Florida 33130 To Escrow Agent; First American Title Insurance Company Southeast Financial Center 200 South Biscayne Boulevard, Suite 2930 Miami, FL 33131 Attention; Koren Marti Notice shall be deemed given when received, except that if delivery is not accepted, Notice shah be deemed given on the date of such n'on-acceptance, 20. Remedies, ha the event that AAF or FDG, prior to Closing, fails to perform any covenant, agreement or obligation hereof as provided herein, or in the event that there is any broach or failure of any warranty or representation by AAF or FDG prior to Closing, theta the City may as its solo remedy treat this Agreement as being in full force and effect with a right to an action for speoihc performance, The City waives all other remedies that may bo available to it at law or equity for breaches occurring prior to Closing, In the event that the City, prior to Closing, fails to perform, any covenant, agreement or obligation hereof as provided herein, or in the event that there is any breach or failure of any warranty or representation by the' City prior to Closing, then AAF or FDG may as its sole remedy treat this 12 Agreement as being in full force and effect with a right to an action for specific performance, AA1i' and/or MO jointly and severally waive all other remedies that may be available to it at law or equity for breaolies oeotirring prior to Closing, Eaoh party shall bear their own attorney's fees, 21, Eseiow, (a) Duties, By joining in the execution of this Agreement, Esorow Agent agrees to comply with the terms hereof insofar as they apply to Escrow Agent, Upon receipt, Escrow Agent will hold the documents and finds delivered to Escrow Agent pursuant to this Agreement in trust, to be disposed of in accordance with the provisions of this Agreement, (b) Indemnity, Escrow Agent will not be liable to either party except for claims resulting from the gross negligence or willful misconduct of Esorow Agent, If the escrow is involved in any controversy or litigation, the parties hereto will jointly and severally indemnify and hold Escrow Agent free and harmless from and against any and all loss, cost, damage, liability or expense, including costs of reasonable attorneys' fees to which Escrow Agent may be put or which may incur by reason of or in connection with such controversy or litigation, except to the extent it is finally determined that such controversy or litigation resulted from Escrow Agent's gross negligence or willful misconduct, If the indemnity amounts payable hereunder results from the fault of AAF, .PDG or the City (or their respective agents), the party at fault will pay, and hold the other party harmless against, such amounts, (o) Withdrawal, No party will have the right to withdraw any monies or documents deposited by it with Esorow Agent prior to the Closing or termination of this Agreement except in accordancewith the terms of this Agreement, Escrow Agent will not be responsible for any delay in the electronic wire transfer of funds, (d) Disbursement, In the -event of any disagreement between the parties hereto resulting in conflicting rnstruotions to, or adverse claims or demands upon the Esorow Agreement, or if a written objection is filed with Escrow Agent, -or- Escrow Agent otherwise is in doubt as to its duties, Escrow Agent may continue to hold the funds or documents in escrow until the matter is resolved either by joint Written direction from the parties or by the Circuit Court having jurisdiction of the dispute or the Escrow Agent may intorploacl the same in the Circuit Court and be relieved of any and all liability therefor, In any action or proceeding regarding this Agreement brought by Escrow Agent or to which Escrow Agent is made a party, Esorow Agent will be entitled to recover its reasonable costs and attorneys' fees through appeal, 22, State.I equgired_Disclosure, The following disolosure is required to be made by the laws of the State of Florida: RADON GAS; Radon is a naturally occurring radioactive gas that, when it has acounrulated in a building in suffioient quantities, may present health risks to persons who are exposed to it over time, Levels of radon that exceed federal and state guidelines have been found in buildings in Florida Additional information regarding radon and radon testing may be obtained from your county public health unit, 13 23, Governing Law, The parties hereto expressly agreo that the terms and conditions hereof, and the subsequent performance hereunder, shall be construed and controlled in accordance with the laws of the State of Florida, 24, Entire Agreement, This Agreement contains the entire Agreement between the parties hereto and no stateinont or representation of the respective parties hereto, their agents or employees, made outside of this Agreement, and not contained heroin, shall form any part hereof or bo binding upon the other party hereto. This Agreement shall not bo changed or modified except by written instrument signed by the parties hereto, 25, Further Assurances, Each party hereto shall, from timo to time, execute and deliver such further instruments as the other party or its counsel may reasonably roquost to •effeotuato the intent oi'this Agreement, 26, Captions, Captions used in this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement, 'Whenever used, tho singular shall include the plural, the plural shall include the singular, and the neuter gender shall include all genders, 27. Assigrnnent, Neither Party may assign its interest in this Agreement without the prior written consent of the other Party, which consent may be granted or withheld in such Party°s sole and absolute discretion; provided 'however, AAF or PDG may assign its interest in this Agreement to an majority owned affiliate, d.efined as an affiliate that has tho same indirect parent company, or ono that shares at least 75% of the corporate make-up, without the prior written consent of the City so long as the City receives an executed assignrrrent and assumption of this Agreement in form' reasonably acceptable to the City at least five (5) business days prior to Closing, 28, Time is of t1i9 Essence, T"inie is of the essence of this Agreement, If any date referenced heroin falls. on a Saturday, Sunday or legal holiday, then such date automatically is extended to the next business day,— --. 29, No Recording, Neither party may record this Agreement or any memorandum thereof, 30, Governing. Law, Venue, This Agreement shall be governed by, interpreted under, and construed and enforced in acoordanco with the laws of State of Florida, The Parties hereby irrevocably submit generally and unconditionally for itself and in respect of its property to the jurisdiction of any state court or any United States federal court sitting in Miami -Dade County, Florida, 31.. Waiver of Juz'y Trial, The Parties hereby knowingly and unconditionally, with advice of counsel, waive any and all right to demand a jury trial in any action for the interpretation or enforcement of this Agreement, 14 IN WITNESS WHEREOF, OF, the parties hereto have executed this Agreement as of tho dates written below their respective names, Signed, sealed and delivered in. the presence of. Witnesses as tob'G s‘:. 1 CA, kVA la Signed, sealed and delivered in the presence of: Witnesses as tn`AAP gi c Matra FOG: MG Rail Holdings 25 LLC, a Delaware limited 1', bility company By: Z ci�aen obb, Vice Presi Date: pt) ° -24 0r AAF All Aboard Florida Operations LLC, a Delaware l'mitted liability company By: Ko11 n Cobb, Vice President Date: Qf7 d7;7, d5 [Signatures continue on next page] 15 AGREED TO AND ACCEPTED Executed by CITY OF MXA.MI, a municipal corporation of the State of Florida By: )Date: ATTEST: Todd B. Hannon, City Clerk AP 7ROVFD AS TO FORM Ar "D/ APPROVED S TO ' ULNCE � 4 EEC` NDSS; ` REQUIRE ENTS • Daniel J, Alfonso, City Manager etorla . e dez Ann Marie Shar c, Dir-ctoi ity Attorney isk Managom °nt Aci1 'linistrator 16 JOINDER Escrow Agent hereby joins in this Agreement for the sole and exclusive purpose of evidonoing its agreement to the provisions of Sections 8,2, 9.2, 17, 18 and 21 hereof, ESCROW AGENT: NT: First American Title Insurance Company By: Print Name: As its: 17 EXHIBIT A DESCRIPTION OF CITY PROPERTY SOUTH EXHIBIT B pESCRIPTION OF CITYPROPERTY NORTH TRACTS FOG wrni RESERVATION OF AIR RIGHTS OVER loo Fawrl NW 8'1 ST +1,..3,2Acto • 01-31134410641g0 EXHIBIT C D + SCEi.X'TnoN.or' FOG PROPERTY' RTY CMG Property EXHIBIT I) EXISTING ROADWAY EXHIBIT E NEW ROADWAY l*,....---... ::,..,_ 5.,..:.::z1.!.L':"..".:-.-f.!!'f..-tt94,-,....!.:.. . / , ----1, 11 / \ , / , i-- . ,....,,.....--,......, _...,-,.,-.r......,..... ,..,_.___.. _______.7.1.&..._....-,_...-.0. ,.... ... _ I 1 t'eN i v 1 i 1 NW Li/ M *AA hl Mi. Or* F.1 On- 0 I 2nd Now Road F CITY Row VACATION \ / .... _ .,_•-•-i:‘.‘t:;••..'=.t.'. -7 --._..' -,.,-.2.....i•ef...t—___'' 1 \ 1 pf it 11 N W -- - 1 .-10— • — ••• - — 7 7 77:71:7..7,.: 7"--,:.....",°.7.--7: 'L.: -1; I I 1 / tdi t 1,1 1 1 \ ..t..7..,...,,,,,,,... ,....4.1,,r.r.,,,,..,_.,, .3. ....irrl, " r , ;;T . Il e',, Ii. 3 / • .. ', I 1 1 I i /:..' ' •••• , I 1 I k. .., ' •;'1 > I I li I /7 ' • '. I < I I li , I I /.• : • ''., , 11 I I / ' /. . , .. • ; I I / . 7 7 . 1.4 11;1 1 r II [. .. 14; ., i I i "1 t ! 1 , 1 I i 1 II I i : I 1 ----- 1-,-4—..... ....--• ',-0., 0/ , i NW -- • ,-„,.,........-...._—_-_--._—..,...,....,,,...,--....-..... .-....,-..--....„—,,,,,, ..-.:-._::_:,1z: -.._.7_7..::"..:-f,-.-..1.'Nf---m-ai;,,--..7,..!:7--;:::001.'.!''.f.fflEgo— 1 0 1 11A11 I 111111 ROW Vacation REAL ESTATE PURCHASE AND EXCHANGE AGREEMENT.' THIS REAL ESTATE PURCHASE, AND EXCHANGE AG ANENT (tire "Agreement") is made as of the day of , 2015 (the "Cfeot i palc"), by and between FDG Rail Holdings 25 LLC, a Delaware limited liability company FDCG"), All Aboard Florida —Operations LLC, a Delaware limited liability company ("AAF) rid City, of Miami, a Florida municipal oorporatiara (the "City"), DO, AAP, and the City slaa).il each:''bo referred to as a "Party" and collectively, as the "Parties", WITNESSJT ' In consideration of tho mutual undertakings of the palties et forth in this Agreement and of other valuable considerations, the r'eecipt Arad sufficiency of AI h the parties hereby acknowledge, the parties.- hereby agree as follows: 1., City Property. to be 1Gatobanged. The City Is the . nor In foe simple of that certain parcel of property, oattaining. approximately.0,3'0 acres, located n Miami -Dade County,. Florida, as more particularly described on { i i .attached hereto Id made a part hereof, together with all appartenances, heredltaaaio-nts and improvements local; d thereon (the "City Property South"), 'The legal description provided on the Survey of City roporty (as defined ltx ',Seetion 8.,1 of this Agreement) shall define the City Property, for all p rposes of this Agreement, The City is also the owner in fee simple of that certain parcel of; prop tty, containing approximately 0,32 acres, located in ;Miami -Dade .County, Florida, and idernifie as Folio number 01 313.6-000.0090, as more particularly described on Exhibit B attached h-reta and made a part hereof ("'Praots F&G"), The City will exchange Traots F&G, subject to a re ervaction of air rights .abase 100 foot ("City Pi, perty Nort12") together with the City Property Pout , (collectively the "City, Property"), Notwithstanding the change in, the manner is which the .City ra.porty or' Tracts. F8c.G are described, the intent of the City is to convey the properties described ' . Exhibits A and B, 2, E+ DG Property to be Excbaai . o , FDG is the owner in fee simple. of that .certain parool of property, containing approximately 0 0 acres, located in Miami -Dade County, Florida, as ,more particularly doscribe.d on xhibit C attached hereto and, made a part hereof, together with all appurtenances, hexeditamonts and in, provernents located thereon (the "P'DC• Prepare), The legal description(s) provided on the Sir°vey of PDG Property (as defined in :Section 1... of this Agreement) shall define the FDG . roperty for all purposes of this Agreement, - 3, .Crossing Easemo t-Ag eemegt, The City hereby grants to. AAP and its assigns the right to cross certain portion of NW 8 ' Street ("Fasting Roadway"), including ;srabsurface rights and air rights up to ono hundred (100 feat as shown in Exhibit D, attached hereto and made a hereof; for purposes of including, but not limited to, Constructing, operating, and maintathing rail infrastructure including air , nd grade crossing, installation of°signs, pipelines and/or communication cabics, over, under and a 'oss the Existing Roadway (the "C rossirlg Easement Agreement"), The. Crossing Agreement shal be in a form suffiCient to permit the Title Insurer to insure title in AAP in the (hossing Easement groornnnt as provided for in ;S'ectipia. 8,2 above, AA1' and the City agree that the Crossing Ease}vent Agreement shall contain the insurance provlslorss set forth in that oertain Aerial,13aseraxe4 to 'be entered into by DT' Miami LLC anti the City of Miami for .eascrnrera s over N,W, 5t►'' Street and N,W. 6t1' Street between N,W, 1"t Averaaro and, Miami -Dade County MetroRail North Corridor Right of Way and noted on the Plat of Plagler Oran Central Station as recorded in Plat Book 170 page 41 of the Public Records of Miami -Dade County, Florida, Further, AAP shall use cotnaxnercially reasonable efforts to. obtain Florida &ast.,Coast Railway, L,L,C,'s ("F13CR'') agreement as to the location of FBCP.'s.eeasozneat across the Existing Roadway and PECR's agreement to waive its right to relooate the easement in tho fUture, 4, ,Roadway Construction, During the inspection. Perloc., the 'City and FOG shall work together to conceptually 'design NW 1"i' Avenue 'between NW 1sr Street and NW 2" `� .Street ("Now .o dwav") substantially in accordance with Mthilbith attaob.ecl ;hereto and mado a part hereof FDG shall, at its cost and expense, design and construct the New Roadway in accordance with ti ,City Code, The Now Roadway construction is .estimated. to :oomrxnenoe on or about September 1, 2016 and be oanapleted and open for normal .operation on or about March 1, 2017, 5, gtv„iit of WnV€agnti n,.1"ia`<:tin,g and tiite ent ;, 5,1. The City and 1 DG shall file,and prooess, at PDG's expense, the applioatiai required in order to replat (the "Plat Process") the City Property •and Tract A of PLACL3 •GRAN CENTRAL STATION, according to the Plat thereof, as recorded in 1P1at Book 170; Pao 41.. of the Public Records of Miami -Dade County, Florida (together, the "Reconfigured Lot") which would include the vacation, at no additional cost to..MDG, of the right of way located with n, bisecting or between the parcels constituting the City Property, as depleted on Yxhibit 11+ atVehed hereto and made a part hereof; F'D'G's obligation to close this transaction shall be oontirn,dent upon the City completing the• Plat Prooess, Thc•'City agrees to .cooperate and facilitate throxagl but the Plat Process, 5,2 The City shall cooperate in. AAF's efforts to modifq ti. interlooal .Agreement between the City and Miami -Dada County to allow the expansion of t e Rapid Transit Zone to inude• the entire Reconfigured Lot, In addition, MG :shall continuo to. aunt the square footage of the MG Property after the. transfer to the City to comply with' the grog• i space requirement whether or not the City thereafter constructs improvements on the MG Pr'o.aerty, The provisions of this Section 5,2 shall survive the Closing, 6, 'zrsnectio», Connmeneing on the Effective Date and oxpi ng at 5:0.0 p,nx, on the date that is sixty (60) days alter the Effective Date (the "In,spectim' ey1od' AAP, P'DG and their agents shall have the right and privilege to enter upon the City Proper( , at their own risk and expense, to inepeat, oxa ni e; survey and per:form:such tests, inspections, studies or other evaluations o1'.the.City Property as AAP and PDG may deem necessary in eon,Junion. with AA1t's and FDG's acquisition of the City Property, including, but not limited, to, a Please f ant/or Phase 11 environmental audit, an engineering feasibility study which may include topo -agile surveys, core borings, groundwater testing, soil test pits and load bearing tests, a may be requlreii by AAP' and/or 1!DG to cletermin.e the physloal characteristics of the substrata of the C f y Property, Within ten days of the Effective Date, the City shall provide AAP' and .PDG with all property information in the City's control including,,, but not limited to, environmental reports, title report>s, surveys, permits, approvals, and leases, If AAP and MG terminates this Agroement or lixils to purchase the City Property, AAP and/or PDG shall restore the City Property to its original condition, ar better, and shall iaaciemuify and hold the City harmless from and, against any and all cialms, costs, expenses and damages to p.orsons and/or property, tnourred by, through, or out pf the exorcise of such privilege, AAP's and F'DG's obligation to :Indemnify the City set ;forth heroin shall survive the Initial Closing Date or Closing Date, as applicable, of this Agreement or the termination of this Agreement, Prior to performing any inspections, AAP and/or PDG shall provide evidence to the City that all :consultants 2 or contractors conducting ai spec•tioras• carry cornmeroial general liability insuranoe insuring its activities with coverage in an aniou•nt riot loss than ,$2,000,000 por ocottrronce, and all such policies shall be written on an occurrence basis and the. City as an additional insured, which insurance shall be reasonably approved by the Director of Risk Management, and suoh coverage shall be key plaoo until the Initial Closing Date or Closing. Date, as applicable, or earlier termination/4 this Agreement, As it relates to, City ernployoos accessing th© Property, the City is so1:C-insure fag..1nst any 'claim, During mob Inspection Period, the City and its agents shall have the right ( d privil'ge to outer upon the PM) Property, at their owri risk and. expense, to inspect, exar uie,, sury,y' and perform such tests, inspections, studies or other evaluations of the T'DG Proper • a:.s the C ty may deeran rn.eoessary in conjunction with the City's acquisition of the MG Proper' , including, but not limited to,.. a Phase I 'andlar Phase II environmental audit, 'an engineering 6sibility stud� � ihi.oln rimy include topographic surveys, core borings, groundwater testing., soil tyst pits and load begring Costs„ as may be required by the City to determine the physical oharaoterist'iios of the substrata oftlw TOG Property, 'Within ten days of the Bffeetivo Date, 'MO ,shall prov46 the City with all :ropily information in i DG's oontral including, but not tinned to,. ernvaI minion and shah ind malty ro 'nonfat reports, title �oports, EDG Property., the City shall restore the PDG Property to Its surveys, permits, approvals, ,and leases, X the City terminates this A. oomeznt ar fails to. aoc1 Tim a the din and hold PDG harmless `Coat and against any and all claims,/costs, expenses and dam pies to persons and/or property 'incurred by, through, or .out of the exe arse of such privilege, `l'h CCity's obligation to indemnify I''r)•G set forth herein shall survive the Initial Closing Date or'Closinr Date, as applicable, of this .Agreement or .the termination of this Agreement, Nothing herein ..h.a;li be construed as a waiver of the City's sovereign immunity. Nothing herein shall be cons rued as consent by the City to bo sued by third parties, Prior to. ' orformlrag any inspections, the pity,shall provide evid.ornee to 'MG that all consultants or ontractors ooud.uoting inspocti ns carry uonnnneacial general lability insurance insuring its ao" Vities with coverage in an anaaul t not less than ,S2.400'0,000 per occurrence, and all such polici shall be written on an 000:01T014 basis and name MG as an additional insured, which innsuran ce-shah be -reasonably -approved by the Director of Risk Management, and such coverage shall b6kept in place until the Initial Closing Date or ClosingDate, as applicable, or earlier torminatio, of this Agreement, Notwithstanding anything contained l rein to the contrary,, inspections by AAP,1 DO or the City (each an "Inspecting Party") shall be at bjeot to the :following terms and conditions: • (a) At a Pa.rty's request, the other Party shall provide a copy of any report or 'other information, other than an exempt room procluced as a result of any inspection within 5• clays, (b) Bach Party may have a ropresentative.present at any inspeotionn, inolu.ding, without limitation, an environmental audit, ,(o) Bach Party shall ake aiiy request to. the other 1?arty to conduct an inspection of the City Property or PDG Propert , as applicable; at least 24 hours prior to the proposed time Tex the oorrduct thereof, which notice hall specify the typo of inspeotion to be conducted. by such Party (cl)' If a Party orforts invasive environmental testing (,such as drilling or soli or groundwater testing) or a Phase 11 environmental audit, both. Parties shall both receive copies'of the report connpiled by the oontrttator In the •event the Phase II .audit reveals any condition 'tliat; 3 according to applloablo' law, must be repotted to a ,governmental authority, theca acquiring Panty shall allow the convoying Party or its agent to, make the initial contact with, such governmental authority regarding such condition, AAF and/ors MG shall have the. right, which may be exercised by delivering written notice to the City and MG at any time during the Inspection Period, to terminate this Agreement for any reason that AAP' acid/or PDG, as applicable, deems appropriate. Upon delivery of written notice d;f termination to the City during the Inspection Period., tbis Agreement shall terminate and all t7 e parties hereto wall have rio Iurther rights ar obligations hereunder except those mentioned hi oin that specifically survive termination, The City shall have the right, Which may be exoroiseGG by delivering written noticp�to AAP and PDG- at any time during the Inspection Period, to terminate this Agreement for ,any ieason that the City.d:eerns appropriate, Upon delivery o,l'written notice of termination to. AAP and PDC during the. Inspection Period, this Agreement shall terminate and all the parties hereto will ve no tither rights or obligations hereunder except those mentioned herein that .specifically surviv termination, 7, Couilltion of i . operty,, The Parties understand: and agree that they are ' cgidring tho City Property or the P:DG Property, as applicable, in an "as Is whore is" condition with all faults and without any representation or warranty on the part of the convoying Party xcept as otherwise .spooitled herein, Each Party is. solely responsible 1'or obtaining all :a cony development approvals from government entities, Neither Party represents. that any goyernmont approval has boon given ;for development •on any specific site or parcel, AAP or MO,. a s applicable, represents and warrants to the City that AAF or MG, as applicable, is rely' ag solely upon its own investigations and inspeotions inade during the Inspection Period,, and a. a result the .City shall not be obligated to make any modifications. to the City. Property as a cone) lion to AAP's or PDG',s, as applicably, obligation, to, close, The City represents and warrants to MG that the City is relying solely upon. its own investigations and inspections made during 't e Inspection Period, and as a result PDG shall not be obligated. to make any modifications to th .PDG Property as a condition to the City's obligation to close, ,8, Briery of City Propel ty,arid Pao Rc,y1evy, 8, l Thum, Within forty -hive (45) days after th lSfective Date (tho ' Yitle ariOuryey Deadline"), AAP and PD0 shall obtain, at AAF's. or PDG' expense, a boundary survey ofthe City Property prepared by a homed Florida land survey iii, accordance with Florida 'minimum toobnlal standards (the "Slimy y_of City gp.arty"), `I' o Survey of City Property shall be.certif'ied to AAP or MG, the City and Title Insurer, as define, in'See loin 8,2 hereof, and shall d scribe arc overall metes and bounds legal description of'th.o Cit Property and show the total area often .City Property tattle nearest square foot, Upon. receipt a: he Survey of City Property, AAF or' PDC shall provide a copy to City, 8,2 Title Insurance. Prior to the o airation of the 'Title and S urvoy Deadline, .AAP nr PDG may obtain an owner's title insuran e commitment with copies of all exceptions and attachments 'thereto (the "AAF and PDG Con mjtinent") from Firot Siiaea^icara Titlo Insurance Company., as title insurer ("Title) Insurer") at AA.F's, or I DG's exponso, which oommits to insure AAP''s or PDG's fee ,simple title to the City 'Property in an amount acceptable to AAP or PDG, as applicable, Title Insurer ;sliall oornsnit to /issue an owner's title insurance poiloy to AAP or PD G, as 4 applicable, .within sixty. (60) :days folloWing the date ,of Initial Closing or Closing; as applieable, insuring AAP's or PDG's fee simple title to the :City Property free and clear of all liens and enoumbranoes except (i) those exceptions not objected to by AAP or )?DO under the provisions of Section 8,3, (ii) those exeeptions created by AA1 •or PDG, and (ii) those City Property Titl Defects, as defined iii SOVtitata, which the City is unwilling or unable to cure hi the event AAF/6 FDG does not terminate this Agreement pursuant to Section .83 (the "City Proorty ponn'tted Bxopptioit'):, 8.,3 AAF' s and PDG's Review, AAP and PDG. shall have fifteen (15). days after its: receipt of the AAF and: FDG Cominitment and the Survey of City Property,: to examine t e Survey of City Property and the AAF and MG Commitment and to notify the City in Wriig of any defects intitle to the. City Property ("City Eroperty Title Defects"),. The City Nliall not ie obligated to remedy OP remove the City Property Title Defects:, If the :City is unwilling or un:ble to remedy all the City Property Title Defects, the :City shall deliver notice, thoreof to AAP and MG within ten (10) days of:receipt of AAF's or. FDG' s notice of the City Property Title Defects. Upon receipt 'of . notice from the City that it is unwilling or tillable to. remedy all of the City Property 'ride Dekts, AAP or :MG shall then have the option of either; (I) providing the City not* of its' election to terminate this Agreement no less than five (5) business days prior to Initial losing :or Closing, as y;.' applicable, whereupon both parties. shall thereafter be: relieved of all furthe ' obligations under this Agreement which do not specifically survive its termination, :or (ii) tak.iyg title as it then exists without changing the obligations sot feral in this Agreement, If AAP or IDO does not give notice to the City of its intention to terminate the Agreement et least five (5) business days prior to Initial Clo:shig Date or Closing Date, as applicable, AAF and FDG shall be deemed to have waived its right to terminate the Agreement pursuant 'to this section, Notvvith tanding the foregoing to the contrary, the City shall be obligated to: discharge, either at or befor4 Initial Closing or Closing, as applicable„ all mortgages, oonstruction liens, and other liens, and p st due taxes, RA: Update of:Sitio Commitment and Survey Me-' o Closim. AAF and MG shall have. the tight to update the AAF and FM Commitment and Surverof-City Property during the period :between the end :of the:Inspection Period and the /Ini al Closing Date or Closing Date, as t applicable, In the event that any such update disolo:ses an'. additional title and/or survey matters that were not shown on the AAP and MG Committivat and/or Survey of City Property, as applicable, which either (1) renders title unmarketable 6cording to the applicable title standard' adopted b,y the authority of The Florida Dar, or (ii) Oatorially and adversely affect AA10:s and FDG's intended use :of the Property in AAP' s and PD A's commereially reasonable diseretion, AAP' ' :or PFDGshall give the City written notice of any st ,h matters within five. (5) days after AAP or MG receives notice thereof; 'but in no event later tit iOn the Initial Closing Date. or Closing Date, as applicable (the "AAP or. PDOObjection Notice,'" ., etherwise AAF and MG shall be deemedto: have waived its right to give an AAP or MG 0 jection Notice for atoll title matters (ifany),. The City shall thereafter have a period of ten (IO) days 11:01.11 receipt of an AAP or' PDC Objection Notice to one such matters. and to the exte 4 that suoh ten (10) day time period wonicl expire beyond the Initial Closing Date :or Closing ate, as applicable, shall be automatically :extended to thedate that is ten (10) days following the xpiration such ten (10) day period; provided, however, In no event shall the City have any obli ation to oure or remove any title matters except those monetary exceptions created by the City's acts as set forth above, If the City is unwilling to cure 81,10h title matters within Buell 10-day i eriod; AAP or PDG will have a period of five (5) clays thereafter in which to elect, by writtenkotiee to the City, whether to: :(1) waive the unsatisfied title and/or survey matters and complete tl* purchase of the Property :subject thereto, without reduction 5 ofL'the Bxolaange Price, if applicable.; or (II) terminate this Agreement, whereupon AA] , EDO and the City Shall be released of all obligations hereunder that do not expressly survive termination of this Agreement If AAF or JDG' fails to make an eleotion ,such time period, AAP and Pry will 'be deemed to have elected to waive such title and/or 'survey matters, all of which shall e doetped to be. the. City Property' Permitted : ,xeopt;l,ons hereunder, 9. Survey of. Ma Pr Ipert ' itd Title Role . 9,1 Survey, Prior to the expiration of the Title and Survey Deadline, MG .sl t 1 'obtain, at PDO's expense; a boundary sw'voy of the PDG Properly prepared by a licensed l!lorida land surveyor in accordance with Florida minimum technical standards (:he "Survey ofPD Property"), The Survey of ITO Property shall be certified, to PDG, the City and Title Insurer' an ,shall deserlbe an overall motes and bounds. legal •descx'iptlora of the FDG Property and show the 'etal area, of the PD'dt Property tot e nearest square foot, Upon, reoelpt of the Survey .of the PDG roperty the City shall provide a copy to PDG, 9,2 , � Insurance, Prior to the expiration of the. Title and Sum o Deadline,1DC shall obtain an owner's title insurance commitment with copies of all exception ^ and attachments thereto. (the "City_Commitment") I't'om Title Insurer, at F1"JCl''s expense, which o units to insure the City's foe simple title' to the PD 0 Property in the 'amount acceptable t'o th City, `fide Insurer shall' commit to Issue an owner's title insurance policy to the City Within s'xty (60) days following the date of Initial Closing Date or Closing Datc, as applicable insuring •City?s fee simple titlo to the PDG Property :flee and char of all liens and encumbrances except (i those exceptions not objected to by the City under the provisions of Seaton '9,3 and, (ri) those)':DG Property Title Defects, as dotl'ned ire Scotian 9,3, which FOG is unwilling or unable. to out° in the event the City does not terminate this Agreement pursuant to eStiera 9,3 (the "E.DG Pro,erty Permitted B.xoeptionS"), 9,3 Cit 's lit,eyiew, The City shall have City .-y v fifteen 15) days after its receipt of the Commitmaeont and the Survey ofPDG Property, to exantizae th�,,,Survey of FDO Property and; the City Commitment and to notify PD0 in writing of any cl.efec fs an; title to the FDC Property ("FDO property Tiitle. Defoets"), PDC' shall not be obligated,to r moody'or remove the PDC Property Title Defects, If P00 is unwilling or unable to remedy a FOG Property "Patio Defects,. PD'G shall (labor Iloilo thereof to the City within ton (10) da s of receipt of the City's notice of PD0 Property Title. Defects, Upon receipt of notion from MO that it is either unwilling or unable to remedy all of the PDC.1 Property Titl.o Defects, the City ;shall then have the option of either: (I) providing PD0 notice of its cleotion to terminate tla's Agreement no. less than Ilve (5) business days, prior to Closing or (if) taking titan as it than or'Jts without reituotion in the Exchange Price if applicable, If the City dons not give notice to.J 0 of its hatentio.ra to terminate this Agreement at least :five (5) business days prior 'to Closing, t e City shall be deemed to have waived its right to, terminate this. Agreement pursuant to. this see ' era, Notwithstanding the foregoing to the contrary, PDG shall be obligated to discharge, either, or before Closing, all mortgages, construction liens, otiaer liens and judgments, and past duo taxe , 9,1, T,Tpdate o'i' Tit.rat and Survey Prior To 'Closing, The -City shall have the right to update the City Commitment ar ci Survey of MG Property during. the period between the end of the inspection Period and, the 'C ,sing Date, In the event that any such update discloses any acl.ditional title and/or survey matters that wore not shown on the City Commitment and/or Survey of PDC, Property, as applioahle, Which either (i), renders title unvaaarketable according to the 6 applicable title standards adopted by the authority of The Florida ;liar, or (11) materially and adversely affect the City's intended use of the hDG Property In the CIty''s reasonable discretion, the City shall. give FIG written notice 'of any such matters within five (5) days after the City reoelvos notice 111er'eof, bus in no event later than the Closing Date (the "City Oljjection N(Aice"), oth©rwla the 'City shall be, deemed to have waived its right to give a City Objection Notice for such tide matters (if any), MO shall thereafter have a, period. of ten (10) days from reoeipt of a 9 .ty Objection Notice to eure aucb matters and to the extent that such tern (10) day time period w aid expire beyond the Closing Date, the Closing Date shall be automatically extended to the date tl at is ten (10) clays following the expiration of such ten (10), day period.; provided, however,. in no event shall PDC' have any obligation to ante or renaove any title matters except for except those la 'notary exceptions created by Ma's acts as set forth above, If PD'G fails, is unable er nrnwi1lin to cure such title matters within such 10-day period, the_City Fill. have a period of five (5) days th reader ha which to elect, by written notico to Ex), whether to: (i) waive the unsatisfied title an /or survey matters and complete the exchange of the City Property for the FDO Property snxb, lot thereto, without reduction of the obligations set forth in this Agreement; or (i) providing the ` 'sty notice of its election to terminate this Agreement, whereupon p'D :r and the City shall be °leasers of all obligations hereunder that do not expressly survive termination of this Agreement., f the City fails to make are election within such time period, the City will bo deemed to have elect d. to waive 8u011 title. and/or survey matters, 411 of which shall be deemed to be PDG Property P,e., flitted Exceptions hereunder, 10. A.A.p' Coxn : 'i_bution, At 'Closing, AAI shall contribute to the City a,r amount equal to five hundred thousand'dolla'r's ($500,000,00) for the public's benefit to be used uwa'rds the acquisition or development of the fire station proposed to be, constructed on the Me., roporty or similar public project, • 11. Conditic►n's. Precedent to Closing, 11,1 Conditions to A :1"'s and -FDG''s Closaxng. A.AP's an MG's obligation to close this transaction shall 'be contingent upon the City'bs ful.i performance of all of their obligations under this, Agreement and AAA's and p'DG''s receipt of reasonably woe' table evidence of the continuing accuracy of all of the representations and warranties or ooveraaz 's of the City as set forth herein and completion of the Plat Process, 11,2 Conditions to'City's Closing, The City's ob igation to. o10 e this transaotion shall be contingent upon AAP's and 'DG.'s :fall performance of al of their obligations under this Agreement and the City's receipt of reasonably acceptable eviden of the Continuing accuracy of all of ilea representations and warranties or covenants of AM` an. FDO asset forth heroin. 12, 13roZ errtu'e''Commission, Each Party represe,its to the other Parties that it has not dealt with a broker, salesman, agent, or, other person in co action with this transaction and covenant and. agree to hold harmless and inclerann.if' the other P. ties from and 'against any and all costs, expenses (including reasonable attorneys' foes before aria at trial, on appeal and 'hn bankruptcy) or liability for any compensation, commissions, or eharg � s claimed by any broker or agent with respect to representation of such Party it, connection with the exchange of the City Property for the PDG Property. The foregoing warranties 'ands Aelnnificeations will survive delivery of the deed or termination of this :Agreement, as applicable, 7 • 1.3, AA.J's Repre pntatioxrs and Warranties, AAF hereby represents and warrants •that as of the date hereof:. 13,1 AAF is 'organized and in good standing under the laws oftlao Mate of Delaware, 13,2 AAF has the full right, power and authority to enter into this .Agreement and .AAF has the full right, power and authority to carry out its obligations hereunder and the execution and delivery of, and the performance of ail obligations under this Agreement by AAJ. does not and wl'1 not require .any •consent or approval, of any person or entity .other than AAF, 113 Thane are no actions, suits, or proceedings pending or to the knowledge of AFC threatened against or affecting AAh' that wouldd Impede or otherwise impair its ability to• perf. 'm its obligations 'under this Agreement, 114 The representations and warranties contained in this Agreement shall be true and comet as of the Closing Date in all material respects and. A 1i shall, at Closing, execute a certificateto such effect, The representations and, warranties set :forth herein sba11 survi :c Closing, 1 .oproscntotions anti 'attunes,, MG hereby represents and war ants that as of the date hereof; 14,1 MG is organized and in good standing under the laws of the Stat of Delaware, 14,2 FOG has the full right,. power and authority to exchange theyh XI Property :for the MG Property as provided in this Agreement and G has the full right, over and authority to carry out its obligations hereuinder and the, execntlon,and delivery of,, an the performance of all obligations under this Agreement by MG does not and will not require ay consent or approval of any persona entity other than D'DG, 14,3 There are no actions, suits or proceedings pending e to the knowledge of ]DG threatened against or affecting l''DG or the E,DG Property that woul impede or otherwise impair its ability to perform '1ts obligations under this Agreement, 14,E The representations and warranties contained h this Agreement shall be true and •correct as. of the Closing Date in all material respects and, FDG shall, at Closing, execute a •certificate to small effect, The representations and warranties y t forth herein shall survive Closing, 15, City's Roaresentattens and Warraanties,, The Cit hereby, represents and warrants that as o:f'the date lvreof; 1;5,1 The City has the full right, power and nthor'ity to exchange the MG Property :tor the City Property -as provided h. rims Agreement and t"1'ie City has the iir:il right, power and authority to carry out its obligations hereunder and the execuron and delivery.a4', and the performance of all obligations wider this Agreement by the City does rot and will not require any consent or approval of any person or entity other than the City, 8 15,2 There are no actions, suits oi' proceedings pending or to •Cho knowledge of the City threatened against nr affecting the, City or the City, Property •that would impede or otherwise impair its ability to perform its obligations under this Agreement, 15,:3 The representations and warranties, contained ha this Agreement shall bo true d 'correct as of tho Initial Closing Date or.:Closing Date, as_applioablo, 'in all material respects' iniditho City shall, at Initial Closing Date or Closing Sate, as applicable, execute a certificate to such o foot, The representations and warranties set :tbrth lnereirn shall survive Closing, 16 Closing, With respect to City Property North and the Crossing Easement Agree, eint, the consummation of that portion of the transaction 'cornternplated. hereby (the "Initial Clash g" ) shall, take place within thirty (3'0) days of the Effective Date ('the Initial Closing Dat'" ), The consummation of the transaction contemplated hereby for the exchange of the City :Pro orty South for the MO Property (the "Closing"), shall take place .on the earlier of Boon (15) 'di ys Met the New Roadway is completed and open. for traffic or ,March 1, 20'17 (the " C`loshn eel, If the Initial Closing takes place, but the Closing does not take place on. or before Decernb r• 51, 2018, as may be extended, .1y the parties (the 'Deadline"), AAF shall pay the City, within i' e (5) business days, the fair market value of the City Property North and the Crossing Easome t Agreement as o'ondideratlon for the City Property North and the Crossing Easement Agreomo t which shall be determined by an appraisal process as proscribed by City of Miami Code of Orcli ance, 17. Delive ios at the Exchange Closing. If this Agreement has not boon t rminatod by a Party, on ar before Initial Closing or the Closing, as applicable,, the,. Parties shall deliver to the Escrow Agent or the other Party the following items and documents: 17,1 At the Initial Closing, the, City shall deliver the following; (a) A recordable special warranty dyed for the Cit Property North (the "City ?ropert,� y'or.th Dees -) sufficient to ,permit the fide, Insurer -to -insure ion AAP. as-providod-lor in octon. 8,2 above, subject only to the applicable City :Property Porrai i tod l-ncuonbranoes, •(b) The City shall deliver an affidavit in form r asonably satisfactory to AM' and the Titlo Insurer, evidencing that 'there have boon no improve nent's or repairs nnade to the City Property North within ninety (90) days preceding the Itbtia. Closing Date, except as otherwise dlsalosed to AAF and Title Insurer in writing, and suffiolern n fora and content to cause the Title Insurer to eliminate any exception for mechanics lions f,'o . n the title policy. Such affidavit shall also evidence) that the City is in -sole possession of the ,ity Property North, and shall contain a certification that the City is not a foroign person for pu.pesos. of Section 1445, Internal Revenue Code and such other cortiflcations as may be sufficient for the 'fitlo Insurer to insure the "gap" at the Initial Closing, (o) The City shall deliver possessir n of the City Property North to AAt , (d) The City shall deliver a reonrd.able Crossing Easement Agreement sufficient to permit the Title Insurer to unsure title in AAF a provided for in Section. ,.2 above, subject only to the applicable City Property Permitted i noumbra ..cos, 9 (e) Any and all other doeumentation as may be. reasonably requited to consurnarato the transactions contemplated in this Agreement 'for the Initial Closing, 1 "u At the Closing, the following shall be delivered; (a). The City shall deliver a recordable special warranty deed. (the "Cii?, Exchange Deed") stufficieut to permit the Title Insurer to insure title in FOG as provided for /in Section :g.,2 above, subject only to the City Property Permitted Encumbrances, (b) PDG shall deliver a recordable speolal warranty deed (the "PDG Ere a e Pend") sufficient to permit the Title Insurer to lnsu re title• in the City as provided for :in ,Seot,1O 119,2. above, .subject only to the F'DGProperty Permitted Encumbrances, (c) The City shall deliver art'affidavit in form. reasonably satisfactory to DG arid. the Title ;tnsurer,. evidencing that there have been no improvements or repairs made •8 the City Property South within ninety (90) days preceding the Closing Date, exoopt as otherwise isolosedto PDG and 'rite Insurer in writing, and sufficient in form and content to cause the T tie :Insurer to eliminate any .exception far mechanics lions .from the title policy, Such affidavit shal also evidence that the City is in. 8o10 possession of the City Property South, and shah .contan a edification that the City :is not a foreign person for purposes of Section 1445, internal Revenue Co' e and such other certifications as may be sufficient for the Title Insurer to .insurethe "gap" at Clod ,g, (d). PDC sha11 deliver an affidavit in form reasonably satlsf etory to the City and the Title Insurer, evidencing that there have been no improvements or rep, ira made to the PDC ,Property within ninety (90) days preceding the Closing Date; except as of erwise disclosed to the Cityy. and Title fnsurcr in writing, ,and sufficient in form and content to .ause the Title `insurer to eliminate any exception for mechanics liens from the title policy. Such a fidavit shall also evidence that PD'O is in sole possession of the PDG Property, and shall contain a edification that TIDO is not a foreign-person-for-purposos of Section -144,5i Internal -Revenue Cod -and-such-other-certifications as may be suff'loient I'm the Title Insurer: to insure the "gap" at Closin; , (e) The City shall deliver possession of the Cit Property to PDCr at Closing and MO shall deliver possession of the FDE Property to the City at ' ' losing, O. Any and all other documentation may be reasonably required to corrsurnraaate the transactions contemplated in this Agnomen 1.8. Closing Cost , 'With respect to the transactions e ntomplatod herein, AAP shall pay for (i) recording foes and doownentary stamps with respect o the City Property North Deed, and .the Crossing Easement Agreement; (11) Owner's title insure, nee policy premium and relatedtitle search and commitment fees with respect to its acquisition - f the City Property North and the Crossing 'Easement Agreement; (lii) the ,Survey of City Pry-perty North and the Existing Roadway and surveyor certifications, if any; (iv) all costs of A 7'41 inspections hereunder; (v) AAP'S attorney's :('cos; and (vi) ,all costs of financing fbr AAAF's p rclrase of the City Property North, if any, FUG shall pay :for (i) recording fees and 'doournentar ' stamps for the conveyance of the City Exchange Deed; (ii) Owner's title insurance policy permit . n and related title search and oommitiaaorit foes with respect to its acquisition of the City Propert / South; (ill) the Survey of City Property South and surveyor oertlfi:catioras, if any; (iv) all costs f IDG's inspections hereunder; (v) PDG's attorney''s 10. feo:s; (vi) ail costs of financing for FDG's purchase of the City Property South, If any, (vii) recording :Gees and documentary stamps with respect to the FDG Exchange: Deed,, (v111) Owner's title irasuraraoo policy premium t .ad related title search and 'commitment ;fees with respect :to the City's aoquisitiora of the FDG Property; and (ix) the Survey 'of FOG Property, The. City shall pay for (i) all costs of the City's inspections. hereunder and '(II) the City's attoriney's fees, All parties acicnowl that the •City is exempt from paying .documentary stamps tax, Taxes and other ouster arily apportioned items shall be prorated pi -apportioned as' of Closing and in accordance with:§ 1 6,295., Florida Statutes (2014)„ If the Tax Collector will not accept payment of taxes prior to its ue date, the I scrow Agent shall hold the estimated taxes for the current year in its trust account ici.shall be obligated. to pay the taxes as soon as payment earn be made, p'DG is responsible for pa ag• all prior and current taxes through the date of closing and agrees to indemnify and hold the Cit harmless for any, andd all outstanding real property taxes owed en the FDG Property, This indent 'ty shall;survive closing, / 19, Notia„ ,. Any notice, demand, consent, authorization, request, approval or other corm .nnioation. that any pariyt Is required, or may desire, :to give to or make • pon the other party pursuant to this Agreement ("Mice") shall 1.m effective and valid only if in. vntt ng, signed by the party giving Notice and delivered personally to the other panties or sent by i) overnight courier or delivery service (es,, i oderal Express); or (ii)• certitled mail .of the Unityci States Postal Service, postage prepaid and :return receipt requested, addressed to the other pa: ty as follows (or to such other place as any party may by notice to the others specify): To AAF; 'With a copy to; To AAF: With a copy to: All Aboard Florida - Operations L11,C 2855 8. Leloune Road, 4t" Floor Coral Gables, Florida 33134 Attention: Brian Kironberg Email; brian,icrothat g c�allaboard: oricla,coraa. Florida East -Coast Industries, Tj,.,C 2855 S, Lame Road, 4tn, Flo r, Coral 'Gables, Florida 33134 Attention:: Kolleen Cobb Email; lcolleen,cobb@ fee tern. PIG Rail Holdings 25 L,C 2855• S, LoThune Ro Floor Coral Gables, Mori a-33134 Attention: Brian tonberg • Email; brian,lcr nhorg@allatiboardflerida,corn Florida Las • Coast Industries, LL,C 2855 5,eune Road, 4ti, Floor Coral GEyb1es, Florida 33134 Attentldm Rolicen•Cobb Email: icolleen,00bb@feoi,00rn To the City: :Daaalel 1. Alfonso City Manager 11 City of Miami 4441 SW 2"a .Ave, 10h Floor Miami, Florida 33130 With a copy to: °Viotorla.Monddz City ;Attorney City of Miami 444 SW 2"6 Ave, 9th Floor Miami, Florida 33130 'ro Escrow Agant; T'hnst American Title lnsuranoo Company Southeast Financial Center 200 SouthBis'oayne•Bou1ovar'd, Suite 2930 Miami, FL 3313.1 Attention: Koren Marti Notice shall be deemed given when received, except that if delivery is not, ao opted, Notice shall bu deemed given on the .date of such non-aoceptaiwe, 20, ncdieg, in the, event that AAF,, or PDG, prior to Closing, fails to perfo'in any.00venant, agreement .or obligation hereof as, provided herein, or in. the event that there is tr, broach or failure of any warranty or .roprosontat'lon by AAP or MO prior to Closing, then the Ity may as its sole remedy treat this Agreement as being in full foroe and effect with. a right to an aotion for specific performance, The City waives ,a11 other remedies that may be available, to ft at law or equity for breaches occurring prior to Closing, In the evert that the City, prior to Closing, fails 'to perform an • oovenant,, agreement or obligation hereof as provided herein, or it 'the event that there, is an / breach or failure of any -warranty-or-representation by th-City priot to elosin then AAF+'-or Be may as its -sole -remedy - treat this Agreement as being in full toroe and effect with a ri ; at to an, action for specific 1 erformanoe, 21, , screw„ (a) Duties, By joining In the execution ,of this grement, l✓serow Agent agrees to comply with the terms hereof insofar as they apply to k soro Agent, Upon receipt, Escrow Agent will hold the doou.ments and Inds delivered to Escrow Ago 't pursuant to this Agreement in trust, to, be disposad. of in accordance, with the. provisions. of this A •roorrient, (17). Waraanity, Escrow Agent will not 1 liable to .either party except for olaitns resulting fiom the gross negligence ar willful xnisr nduot of rserow Agent, If the escrow is• involved, in any controversy or litigation, the parties ereto will jointly and severally indomni':tr and hold Escrow Agent foe and harmless tionx and a ainst any and all loss, oast, damage, liability or, expense, including costs of reasonable attorneys' Jets to which ES0rOW Agent may by put or which may incur by reason of or in,00rinootion with su a ooratro.versy or litigation, except to the extent it is ;finally determined That such oontoovorsy o litigation resulted from. Escrow Agent's 'gross negligence or willful misconduct, If the. in enmity amounts payable hereunder results :Rona the 12 fault of AAE, EDO or the City (or their rospoetivo agents), the party at fault will pay, and hold thp;,, other party harmless against, st1011 amounts, (c), Withdrawal, No party will have the right to withdraw any monies or doc in,cnnats deposited by it with Esorow Agent prior to the Closing or termination, of this. A.greenaent Ocept accordance with the terms of this Agreement. Escrow Agent- will not be responsible fog/tiny delay hi the electronic wile transfw of :fluids, (d) Disbursement, In the event of•any disagreement 'between the parties lie'oto resulting in conflicting instructions to, or adverse• oiaims ar demands upon the Escrow Age e lent, or if a written objection Is filed with Escrow Agent, or Escrow Agent otherwise is in doubt as to its duties, Escrow Agent may continue to hold the fluids or documents in, escrow until the latter is resolved either 'by joint written direction from the parties. or by the Ofrouit Court havin jua isdiction of the dispute ar the. i sbrow Agent may interpiead'the same in the Circuit Court an be ,relieved of any and all liability therefor, In any action or proceeding. regarding this Agreemei brought by Bsorow Agent ar to. which Escrow Agent is made a party, hacrow Agent will be entitled to r000ver its reasonable costs and attorneys' 'fees through appeal, 22, $tat.e i .ec(u1 Jp1Mosttre. The bliawhag disoiosure is require to be made by the laws of the State of Florida: RADON OAS: Radon is a naturally occurring radioactive ga that, when, it has accumulated in a building in sufficient quantities, may present health risks to per alas who are exposed to it over time. Levels of radon that exceed. federal and state guidelines 1 a:ve been found it buildings in Florida, Additional inlbrmation regarding radon and radon. to Wing may be obtained Alo•n'i your county public health unit. 23, PoverningSan, The parties hereto expressly agree hat the terms and conditions hereof, arid the subsequent performance hereunder, shall 'be construe and controlled in accordance with the laws of the State of Florida, 24, Entire Agr,'ement,, This A•greenxont contains tl e entire. Agreement between, the parties hereto and no statement or representation lithe reospectivparties hereto, their agents or employees', made outside of this Agreement, and not contained her n, shall forme any part:hereofor be binding upon the other party hereto, This Agreement shall la be changed or modified except by written instrument signod by the parties hereto, 25, Further Apurtruas, Each party hereto sJ, 11, from time to tithe, execute and deliver such further instruments as the other party or its oonrwisl may reasonably request to effectuate the intent of this Agreement, 26, Captions, Captions used in this Agree{ent ere for convenience of reference only and shall not, affo t the constru.otion of any provision o1 this Agrees rent, Whenever used, the singular shall include the plural, the plural shall include the singular, and the neuter gender shall include all genders, 27, Assxgxire t, Neither Party may/assign its interest in this Agreement without the prior written consent of the other Party, which,, consent may be granted or withheld In such Party's solo 1.3 and absolute discretion., provided however, AAF or Ii'DO may assign its interestri this Agreen ent to'an ra4ority -owned affiliate, defined as au affiliate that has the same indirect parent coma , or one that shares at least 75% of the..corporate inalce-up, without the prior written consent of hi City so king as the 'City 1.0001YON an executed assignment and asautption of this Agreement i form reasonably acceptable to the City at least five '(5) business clays prior to Closing. 28, Time is. of the Itssons,9,, Tim is of the essence of thls Agreement, If any date 4ronoed herein. falls on a Saturday, Sunday or legal holiday,. then such date automatically is ext Adecl to the next business day. 29, No lReeording. Neither party may 3:cyooTd this ;Agreement or any memoranthr thereof. 30, iL1xq. This Agreement shall be ,governed by, inter rated under, and construed and enforced in accordance with the laws of State of Florida, le Patties hereby irrevocably submit generally and. unconditionally for itself and in rasped its property to the jurisdiction of any state court or any United States federal court sitting in holt ado County, Florida° 31, river of 1ury Trial, The Parties hereby knowingly and uncond tionally, with advice of counsel, waive any and all right to demand a jury trial in any action for ;the interpretation or enforeement of this Agreement, 14 IN WITNESS WHEREOF, OF, the parties hereto have executed this Agreement as ofThe dates written below their respective r.'ramCs. Signet., sealed and delivered in the presence of Witnesses as to MG Signed., sealed and delivered in. the presence of: Witnesses as to AA]' I PGO F1]O Rail Holdings. 25 LLC, a Delaware limited company By: Date; Kelm Cobb, Vice President All Aboard Florida - Operatio zs LLC, a Delaware lbnited liability commar Ely: Kolleon Cobb, Vice ;Pr gsid.ent Date: [Signatures continuo on text laage;I 15 AGREED TO AND ACCEPTED ATTEST: Tod B, Hann -On, City. Clerk Executed by CITY OF MIAMI, a municipal corporation of the State of Florida Date; Daniel J. Alforoo, City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Victoria M6nclez City Attomey Ann -Marie Sliarpo,Diteetor Risk Management AdM1M8 Ator 1. 6 JOINDE EsoTow Agent: lioroby joins iii this Agroomont for tho .00lo and exelusivo purpose of evidencing its agreement to tho provisions of,Seotions 8;2, 9,2,17, 18 and 21 hereof ESCROW AGENT: First Amerlean'Title Insurance Company 17 13y, Print N.no As. its' F, X Fl . B D / '‘,/i A. 1----",... : 1 t,„ ,- ----- - -----. - ..•!-;1,11,;;:!V••4: „1011,IFI!,;'„3„:;IZ,: l 1 1!!!!!!‘"1-!!!!."semm• • '‘ 4' 4 . f",..,01444,04.elNv.,44CIP .1.0..114,4)0,,,:k...... II i \ r: rrotoktkouto.”."'","44rit.TP.ar.t.M"`"fan'tnet$19M...,, ...,.., ..., ,, 1 i '; 1 f 11?..11 V \I 1 11,4.1wm•M 1,4.1,41 11.14.11. WM 11 W IX 14 ...MM. I .1.np ot, v IliM,V31,.':OrWOV,01.'"sttnITV 001% Wye )1IN FHB LT PECIRIPT,P2N QESUURQP Y.-§91-) "k 111 \ ' I ; .\ „/ ' '''''''' ..ISA '''' '''' '' '" 4m,,••••„•.:10..et.1.-ffeez• • ; x ;.;,:.,;.,..414,41,;.• -0-YY,,;•-•-• •-•••••••, • ; / 'r•A frPrirr,44?-,e , ,;„1;vv •,21 ; ; City Land tatIDIT 11 ,DgK,BVL(U2.S,2g,a,DLEAOPZI MIACT9 war sylimp.F.2,4y "r :r AIR Mriff ISSE11,;t 0 rgET1 INW 8111 ST • PAK NW Ist.Ave, froge=4:n.s, rIzT Nai.W..111:41.11.4 14. Ka ITV 11..1.11.1.1.111111., H :115TMT Qr IFPURQPOIY. • EDO Prop ly