HomeMy WebLinkAboutExhibit BTHIS DOCUMENT WAS PREPARED BY:
Franklin H Caplan, Esq.
Berger Singerman LLP
1450 Brickell Avenue, Suite 1900
Miami, Florida 33131
Tax Parcel No: 01-3132-013-0460
NOTE TO RECORDER: This is a conveyance of unencumbered real property for nominal
consideration. Minimal documentary stamp taxes in the amount of $0.60 have been paid in
conjunction with the recording of this Special Warranty Deed.
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED ("Deed") is executed and delivered effective as
of April , 2019 by MENGAR HOLDINGS AT 709, LLC, a Florida limited liability company
("Grantor"), whose mailing address is 709 N.W. Lejeune Road, Miami, Florida 33126, to THE
CITY OF MIAMI, a municipal corporation of the State of Florida ("Grantee"), whose mailing
address is 3500 Pan American Drive, Miami, Florida 33133.
WITNESSETH:
That the Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and no
other monetary consideration, does hereby grant, bargain, sell and convey unto the Grantee, its
successors and assigns forever, but subject to the reverter and divestiture conditions and
provisions set forth below (the "Reverter"), all of Grantor's right, title and interest in and to the
real property situate in Miami -Dade County, Florida and legally described as follows:
Lot 6, Block 3, of Whitehead and Blair Subdivision, according to the Plat hereof as
recorded in Plat Book 44, Page 78, of the Public Records of Miami -Dade County, Florida,
together with all the tenements, hereditaments and appurtenances belonging or in any way
pertaining thereto (the "Land");
TOGETHER with all buildings, structures, and other improvements or fixtures located on
or affixed to the Land (collectively, with the Land, the "Property"); all on an AS IS, WITH ALL
FAULTS basis;
TO HAVE AND TO HOLD the same in fee simple forever, subject to the Reverter as
provided below.
SUBJECT, HOWEVER TO the following encumbrances and restrictions:
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(a) Ad valorem taxes and assessments for the year 2019 and subsequent years;
(b) Matters appearing on the Plat or otherwise common to the subdivision;
(c) Zoning and other regulatory laws, ordinances, restrictions, resolutions,
prohibitions and requirements imposed by governmental authority; and
(d) Restrictions, reservations, covenants, conditions, limitations, easements and
rights -of -way of record; provided, however, this instrument shall not operate to reimpose any of
the same.
And the Grantor does specially warrant the title to the Land subject to the matters
referred to below, and Grantor will defend the same against the lawful claims of all persons
claiming by, through or under the Grantor, but not otherwise.
Notwithstanding anything contained herein to the contrary, this Deed is made, executed
and delivered subject to the Reverter upon the following express condition ("Reverter
Condition"):
Within the period of time ending at 5:00 p.m. local time on September 30, 2019
("Compliance Period"), Grantee shall have duly adopted an ordinance approving a certain
Development Agreement between Grantee and Grantor in form and substance substantially
consistent with the draft negotiated by Grantor and Grantee prior to execution and delivery of
this Deed ("Development Agreement"), and directing the City Manager of the City of Miami to
enter into the Development Agreement with Grantor. Grantor and Grantee acknowledge and
agree that the purpose and effect of the Development Agreement is to (among other things
provided for therein) (a) vacate and abandon the approximately 20 foot wide alley adjacent to the
Grantor's properties identified as Lots 11, 12, 13 and 14 of Whitehead and Blair Subdivision,
according to the Plat hereof as recorded in Plat Book 44, Page 78, of the Public Records of
Miami -Dade County, Florida (collectively, the "Car Factory Property"); and (b) re -apportion the
width of vacated alleyway so as to (i) include within the boundaries of Lots 13 and 14,
respectively, the entire width of the alley running north and south to the east of and adjacent to
Lots 13 and 14, and (ii) include within the boundaries of Lots 11, 12 and 13, respectively, one-
half of the width of the alley running east and west to the south of Lot 13 and to the north of Lots
11 and 12, so that the one-half of the width of that east -west alley is included within the re -
platted boundary of each Lot to which it is adjacent.
Grantee acknowledges that this Deed is delivered in consideration of the Development
Agreement being authorized, approved and becoming effective within the Compliance Period. If
by the expiration of the Compliance Period the Development Agreement accomplishing the
foregoing purposes and in form and substance reasonably consistent with the draft negotiated by
Grantor and Grantee is not approved, authorized, executed, delivered and recorded in the Public
Records of Miami -Dade County, Florida, then and in such event, the Reverter Condition shall
not be satisfied, and Grantee's estate in the Property shall automatically be forfeited, and fee
simple title to the Property shall revert to the Grantor. In such event, Grantee agrees promptly to
execute and deliver to Grantor a quit -claim deed in recordable form so as to re -convey the
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Property to Grantor; such agreement being specifically enforceable by Grantor and it being
agreed that if Grantee does not re -convey the Property to Grantor, the Reverter provided for
herein will nevertheless be self -effectuating of the Reverter Condition is not satisfied by the end
of the Compliance Period. In such event, Grantor may record a Certification referring to non -
satisfaction of the Reverter Condition and attesting to the effectuation of the Reverter consistent
with this Deed.
Notwithstanding the foregoing, if the Miami City Commission adopts an ordinance
approving the Development Agreement within the Compliance Period as provided above, and if
an appeal of such ordinance is timely filed in accordance with the applicable provisions of the
City of Miami Code of Ordinances such that the City Manager is unable, despite the approving
ordinance, to execute and deliver the Development Agreement by the end of the Compliance
Period on account of the pending appeal, then, the time -period for satisfaction of the Reverter
Condition will be extended as necessary to afford the City of Miami to resolve such appeal, thus
enabling the City Manager to execute and deliver the Development Agreement as soon as is
practicable under the circumstance. In such event, the City Manager or his designee will
reasonably cooperate with Grantee and provide regular status reports to Grantee as to the
pending appeal. If, however, the pending appeal prevents the City Manager from executing and
delivering the Development Agreement within 90 days after the adoption of the Development
Agreement ordinance, the Reverter shall be effectuated unless otherwise mutually extended by
Grantor and Grantee by written agreement.
If the Development Condition is timely satisfied as provided above, then, Grantor agrees
promptly to execute and deliver to Grantee a quit -claim deed in recordable form so as to release
the Reverter contained herein; such agreement being specifically enforceable by Grantee.
The foregoing conveyance, the form of this Deed and Grantee's agreements relative to
the Reverter were approved by Resolution No: of the City Commission of the City of
Miami, Miami -Dade County, Florida, passed and adopted on , 2019. A copy of
Resolution No: is attached hereto as Exhibit "A".
IN WITNESS WHEREOF, the Grantor has authorized, executed and delivered this
Special Warranty Deed, as of the day and year first above written.
WITNESSES: GRANTOR:
Print Name: MENGAR HOLDINGS AT 709, LLC,
a Florida limited liability company
Print Name: By:
Its: [manager]
By:
Name:
Title:
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STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of April, 2019 by
, as of Mengar Holdings At 709, LLC, a Florida limited liability
company, on behalf of the limited liability company, who [check one] is personally known to
me or who produced evidence satisfactory to me as to his identity.
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NOTARY PUBLIC
[seal]
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