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HomeMy WebLinkAboutExhibit 1Exhibit 1 SETTLEMENT AGREEMENT THIS AGREEMENT is made and entered into this day of , 2021, by and between West Flagler Associates, Ltd. ("West Flagler") and the City of Miami ("City") (West Flagler and the City are collectively referred to as the "Parties" and each as a Party). RECITALS WHEREAS, West Flagler and the City are parties in the case styled West Flagler Associates, Ltd. v. the City of Miami, Case No: 19-21670-CIV-SCOLA/TORRES, pending in the United States District Court for the Southern District of Florida ("Action"); and WHEREAS, in June 2014, West Flagler entered into a Memorandum of Understanding with a partner entity owned and controlled by 3195 Property, LLC, a Delaware limited liability company, and/or the entities that own the land described in the permit attached as Exhibit "A" (collectively, the "Partner Entity"); and WHEREAS, said Memorandum of Understanding contemplates the operation of a summer jai alai fronton and cardroom gaming operation on real property owned by the Partner Entity in the Edgewater neighborhood of the City under which West Flagler was responsible for obtaining the necessary governmental approvals and permits to operate the facility; and WHEREAS, on July 3, 2018, the State of Florida, Department of Business and Professional Regulation, Division of Pari-Mutuel Wagering issued a Permit ("Summer Jai Alai Permit") to West Flagler authorizing it to conduct pari-mutuel wagering on the game of summer jai alai with regard to 18 adjoining real estate parcels located in the Edgewater neighborhood of the City identified in the permit attached as Composite Exhibit "A" hereto, a portion of which West Flagler has subsequently identified for its summer jai alai facility as Lot 4, Block 4, of the Elwood Court Subdivision, recorded at Plat Book 9, Page 181 of the Public Records of Miami - Dade County, Florida and Tract C of the Executive Plaza Subdivision, recorded at Plat Book 121, Page 87 of the Public Records of Miami -Dade County, Florida, as more particularly described in Composite Exhibit "A" (collectively the "Location"); and WHEREAS, prior to the issuance of the Summer Jai Alai Permit, on January 30, 2018, the City's Zoning Administrator issued 18 Zoning Verification Letters indicating that the Miami 21 Code of the City of Miami, Florida ("Miami 21") permitted jai alai at the Location as an Entertainment Use under Miami 21 and referenced a prior letter from the City's Zoning Administrator dated August 9, 2012, which also stated that jai alai was permitted as an Entertainment Use under Miami 21 in the Edgewater neighborhood; and WHEREAS, Fla. Stat. §849.086 (16) provides that the Division of Pari-Mutuel Wagering shall not issue a license to conduct cardroom gaming except upon proof that the local government where the applicant for such license desires to conduct cardroom gaming has voted to approve such activity by a majority vote of the governing body of the municipality; and Page 1 of 9 Exhibit 1 WHEREAS, Fla. Stat. §849.086 requires, inter alia, an applicant for cardroom gaming to apply to the local government for cardroom gaming approval; and WHEREAS, West Flagler intends to seek approval from the City to conduct card room gaming at the Location; and WHEREAS, the Partner Entity obtained a demolition permit regarding certain lots at the Location on September 4, 2018; and WHEREAS, on September 27, 2018, the Miami City Commission adopted Ordinance No. 13791 (the "Ordinance") which amended Article 6, Section 6.1, Table 13 of Ordinance No. 13114, the Zoning Ordinance of the City of Miami, Florida ("Miami 21") (the Ordinance and amendment to the Miami 21 Code are also collectively referred to as the "Supplemental Regulations"), and inter alia, required that as of September 13, 2018, any person or entity seeking to operate a Gambling Facility, as defined by Miami 21, in certain designated transects in the City is required to obtain approval by Exception by the City Commission by a four -fifths (4/5ths) affirmative vote, which includes pari-mutuel gambling, card rooms and slot machine uses (the "Exception"); and WHEREAS, in April 2019, West Flagler filed the Action asserting, inter alia, claims that: a) West Flagler had a vested right to operate a summer jai alai fronton and card room at the Location; b) the Exception provisions of the Ordinance were preempted by Florida Statutes with regard to West Flagler's right to apply for a card room in connection with its Summer Jai Alai Permit; c) the Ordinance constituted an unconstitutional impairment on West Flagler's right to contract; and d) the Ordinance violated West Flagler's substantive due process rights under 42 U.S.C. §1983; and WHEREAS, West Flagler's claim under 42 U.S.C. §1983 includes a claim for attorney's fees and costs upon prevailing; and WHEREAS, the City denies liability regarding all of West Flagler's claims; and WHEREAS, to avoid the expense, inconvenience and uncertainties of litigation, the Parties wish to amicably resolve the claims set forth in the Action, and any and all claims that were or could have been asserted by any Party in the Action; and WHEREAS, the City is wants to ensure that slot machine gaming is not conducted at the Location in the future, which the City believes is in the best interest of the community. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree to the following terms and conditions in full and complete resolution of the Action: AGREEMENT 1. Recitals. The foregoing recitals are hereby adopted and incorporated herein by Page 2 of 9 Exhibit 1 reference thereto and acknowledged by the Parties to be true and correct. 2. Settlement Terms. A.) Approval for Operation of Summer Jai Alai Fronton. i) The City agrees that approval of West Flagler's application for a building permit or certificate of use for a summer jai alai fronton at the Location, and any related permits, licenses and approvals required to be obtained by West Flagler, including, but not limited to, business tax receipts, shall not be subject to the requirements of the Ordinance. ii) West Flagler's applications, including its building permit or certificate of use applications, shall be processed in a timely manner, so long as all other applicable criteria are met. iii) West Flagler agrees that its right under this Agreement to open a new facility using the Summer Jai Alai Permit only applies to the Location which is the subject of the Summer Jai Alai Permit. iv) West Flagler may assign the Summer Jai Alai Permit and/or its rights under its partnership with its Partner Entity regarding the Location to an existing or new entity so long as West Flagler remains a partner of any such assignee entity and that assignee entity agrees in writing to be bound by the terms of this Agreement. West Flagler agrees that it cannot assign its rights under the Summer Jai Alai Permit or this Agreement to a non-affiliated third party assignee and that this Agreement does not create any direct or third party beneficiary rights in its Partner Entity or any other person except a permissible assignee who agrees to be bound by the terms of this Agreement. v) West Flagler agrees that the space utilized for the summer jai alai fronton and other pari-mutuel activities as defined under Florida Statutes Chapter 550 will not provide permanent seating for more than 4,000 patrons, provide for more than 100,000 square feet of exhibition space, or provide off-street parking for more than 1,000 vehicles, and will not reach the minimum thresholds of a Regional Activity Complex. [See, Miami 21, Section 1.1(e) Civic; Regional Activity Complex]. vi) West Flagler agrees that the summer jai alai fronton facility will be subject to a compulsory review by the City's Planning and Zoning Departments and will comply with the Design Review Criteria set forth in Miami 21, Article 4, Table 12, a copy of which is attached hereto and incorporated herein as Exhibit "B." Nothing herein shall exempt the developer of the overall project at the Location from complying with all other applicable provisions of Miami 21. B.) Approval for Operation of Card Room. West Flagler intends to seek to operate a card room at the Location after it commences operation of the summer jai alai fronton. Pursuant to Fla. Stat. §849.086 (16), West Flagler must Page 3 of 9 Exhibit 1 secure the approval of the Miami City Commission to operate a card room. Contemporaneously herewith, the Miami City Commission will initiate the process to consider an ordinance approving West Flagler' s operation of a card room pursuant to Fla. Stat. §849.086. West Flagler shall pay the costs of all public notices and mailings required in connection with such process. Approval of the card room is a condition of this Agreement. Upon approval, West Flagler will not hereafter be required to seek an Exception to operate the card room if and when the Florida Department of Business Regulation Division of Pari-Mutuel Wagering issues West Flagler a permit to operate a card room at the Location. West Flagler's operation of the card room, and any related permits, licenses and approvals, including, but not limited to business tax receipts, shall not be subject to the Ordinance. West Flagler recognizes and acknowledges that, if the Florida Department of Business Regulation Division of Parti-Mutuel Wagering requires a vote, pursuant to Fla. Stat. §849.086(26), to approve the card room operation, after the summer jai alai fronton is operational, this Agreement shall not bind any future Miami City Commission on its consideration of the request for approval of the card room. If such a subsequent vote is required by the Florida Department of Business Regulation Division of Pari-Mutuel Wagering, West Flagler acknowledges that it will be required to obtain the required votes for approval, after a public hearing with proper notice and all costs to be paid by West Flagler. The Parties agree that if additional approval by the City Commission is required by the Florida Depailiuent of Business Regulation Division of Pari-Mutuel Wagering, the votes required for West Flagler's card room at the Location shall not be subject to the requirements of the Ordinance and that a majority vote will be required for approval of a card room operation. The Parties further agree that no other terms or conditions of the Ordinance, or the Exception, shall apply to the approval process for the card room. The only required approval would be the majority vote of the City Commission. Failure to obtain subsequent approval shall in no way affect the validity or enforceability of this Agreement. C.) Limitation on Future Uses. i) The Parties agree that the Location will never be used for gaming or wagering activities, including but not limited to slot machine type gambling devices, as defined by Fla. Stat. §551.102(8), the games of craps or roulette, or video lottery terminals ("VLT'); provided that if gaming or wagering activities on sports (also known as "sports betting") are made lawful and generally available to all residents of the State of Florida, either online or at professional sports venues under state law, then West Flagler will be permitted to conduct such sports betting at the Location on such terms and conditions as provided by state law. The Parties further agree that if sports betting is made lawful and available by state law in a manner that requires local government approval, West Flagler shall comply with the Ordinance in securing such approval. Failure to obtain such approval shall in no way affect the validity or enforceability of this Agreement. ii) West Flagler further agrees that any future applications for gambling facilities at any other locations, including but not limited to future summer jai alai frontons and card rooms at other locations, are subject to the requirements of the Ordinance, including the Exception provisions. The Parties further agree that this restriction does not apply to the facilities exempted from the Ordinance as provided in section 4 of the Ordinance. Page 4 of 9 Exhibit 1 iii) Adoption of an ordinance enacting the permissible uses and restrictions applicable to the Location pursuant to this Agreement shall be a condition of this Agreement. D.) Attornev's Fees and Costs. Each Party will bear its own costs and attorney's fees incurred in connection with or related to the Action, including the negotiation and drafting of this Agreement. E.) Consent of Landowner in Lieu of Development Agreement The City requires West Flagler to enter into a development agreement, or other appropriate alternative, which shall be subject to approval by the City Commission by ordinance in order to provide final approval of the terms of West Flagler's gaming uses as set forth in this Agreement. The City and West Flagler hereby agree that in lieu of the foregoing, West Flagler shall provide a written consent of the owner ("Landowner") of the Location, in a form acceptable to the City, to the terms of use and restrictions of gaming uses at the Location that the City intends to impose by ordinance on the Location pursuant to this Agreement ("Landowner's Consent"). 3. Approval, Execution and Consummation of Agreement. A.) If the City Commission approves the Agreement, and that approval is confirmed by either the Mayor declining to veto the approval, or the City Commission overriding the Mayor's veto, in accordance with the provisions of the City Charter, the Parties shall execute the Agreement and West Flagler shall deliver the Location Landowner's written consent, forthwith. B.) Upon the Parties' execution of this Agreement, delivery of the signed Landowner's Consent and final adoption of the ordinance contemplated hereby, the settlement shall be fully consummated ("Comsummation"). 4. Mutual Limited Releases. A.) Effective upon the Consummation of the Settlement Agreement , West Flagler, on its own behalf and on behalf of its successors and assigns, present or former successor or predecessor entities, parent and subsidiary entities, partners, limited partners, affiliates, managers, agents, legal representatives, employees, officers, directors, consultants, executors, administrators and assigns (collectively, "West Flagler Releasors"), does hereby fully remise, release, acquit, satisfy and forever discharge the City, its successors and assigns, present or former successor or predecessor entities, parent and subsidiary entities, managers, agents, legal representatives, employees, officers, commissioners, executors, administrators, and assigns (collectively "City Releasees") of and from any and all, and all manner of, action and actions, cause and causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, damages, judgments, executions, claims, and demands whatsoever, in law or in equity, which any of the West Flagler Page 5 of 9 Exhibit 1 Releasors ever had, and now has, or which any successor, heir or assign of any of the West Flagler Releasors hereafter can, shall, or may have against any of the City Releasees, whether known or unknown, accrued or unaccrued, from the beginning of the world to the date hereof limited to the claims that were or could have been asserted in the Action. This Limited Release expressly excludes all obligations of the City under this Agreement which obligations are not a part of the foregoing release. If this Agreement is not consummated, or is nullified or set aside, this release will become null and void. B.) Effective upon the Consummation of this Agreement the City, its successors and assigns, present or former successor or predecessor entities, parent and subsidiary entities, managers, agents, legal representatives, employees, officers, commissioners executors, administrators and assigns (collectively, "City Releasors"), do hereby fully remise, release, acquit, satisfy and forever discharge West Flagler, its successors and assigns, present or former successor or predecessor entities, parent and subsidiary entities, partners, limited partners, affiliates, managers, agents, legal representatives, employees, officers, directors, consultants, executors, administrators and assigns (collectively, "West Flagler Releasees") of and from all, and all manner of, action and actions, cause and causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which any of the City Releasors ever had, and now has, or which any successor, heir or assign of any of the City Releasors hereafter can, shall or may have against any of the West Flagler Releasees, whether known or unknown, accrued or unaccrued, from the beginning of the world to the date hereof regarding and limited to the claims that were or could have been asserted in the Action. This Limited Release expressly excludes all obligations of West Flagler under this Agreement which obligations are not a part of the foregoing release. If this Agreement is not consummated or is nullified or set aside, this release will become null and void. 5. No Additional Damages. The Parties agree that, in the event that the Settlement Agreement or any ordinance contemplated hereby is reversed or set aside and the foregoing releases become null and void, West Flagler will not seek any additional damages from the City, its officials, or its employees arising from that act. However, this Agreement does not preclude West Flagler from seeking damages for actions of the City that are set forth in the Complaint, which the City has denied. 6. No Admission of Liability. Each Party expressly recognizes that this Agreement shall not in any way be construed as an admission by any Party hereto of any unlawful or wrongful acts or omissions whatsoever with respect to the Action. This Agreement and the Development Agreement shall not be admissible in any proceeding as evidence of any admission by any Party hereto in violation of any law or regulation or wrongful act or admission. This Agreement and the Development Agreement may, however, be introduced as evidence in any action to enforce this Agreement or the Development Agreement. 7. Binding Effect. This Agreement shall be binding upon all successors, administrators, legal representatives, heirs, assigns, agents, employees or other representatives of each Party to this Agreement. Page 6 of 9 Exhibit 1 8. Non -Assignability or Transferability of Claims. Each Party warrants, declares and represents that no part of any asserted or assertable claims have been assigned or transferred, and that each Party has full, exclusive, and unencumbered right, title and interest in and to such asserted or assertable claims. 9. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Florida with jurisdiction in the courts situated in the Southern District of Florida and/or Miami -Dade County. 10. Modification of Agreement. This Agreement may not be amended, revoked, changed, or modified, except upon a written amendment executed by both Parties and after a duly noticed hearing by the City Commission. 11. Authority to Enter Into Agreement. Each Party represents that it has truthfully represented themselves and their identities to the other Party and that it has the authority to enter into, execute and perform this Agreement on its behalf and on behalf of any other person or entity as represented in this Agreement, and to compromise the actual and potential claims, defenses, and causes of action referenced to herein. 12. Scope of Agreement. This Agreement applies only with respect to the Location, and does not impact any rights with respect to any other property or any other entity. 13. Review of Agreement. Each of the Parties executing this Agreement acknowledges and represents that such Party has read this Agreement carefully and in its entirety; that this Agreement expresses all of the understandings and agreements between and among the Parties concerning the subject of this Agreement; and that each Party has executed this Agreement freely, voluntarily, and without duress or other undue influence, after consulting with its independent legal counsel. 14. Prior Agreements; Amendment. This Agreement and the Development Agreement hereby supersede all prior agreements between the Parties and may be amended only in writing signed by the Parties. 15. Agreement Prepared Jointly by Attorneys for the Parties. This Agreement has been prepared through the combined efforts of the attorneys for the Parties pursuant to arms -length compromise and settlement negotiations. The attorneys for all Parties have had a full and complete opportunity to review and to modify this Agreement, and if any uncertainty or ambiguity exists, this Agreement shall be construed as if prepared by all Parties and their counsel. 16. Counterparts. This Agreement and all exhibits hereto may be signed using one or more counterparts. The Agreement may be executed by fax signatures or scanned e-mail signatures, each of which shall be deemed an original. The several executed copies together shall be considered an original, shall be binding on the Parties, and shall constitute one and the same Page 7 of 9 agreement. [Signatures Start on Next Page] Exhibit 1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA By: Print Name: Title: By: By: CITY CLERK CITY MANAGER Approved as to Form and Correctness: CITY ATTORNEY STATE OF FLORIDA) COUNTY OF MIAMI-DADE) BEFORE ME, duly appeared , as CITY MANAGER and , as CITY CLERK OF THE CITY OF MIAMI, who are personally known to me or has produced as identification. WITNESSED my hand and seal this day of , 2021. NOTARY PUBLIC, State of Florida Printed name of Notary Public Page 8 of 9 Exhibit 1 WEST FLAGLER ASSOCIATES, LTD. By: Print Name: Title: STATE OF FLORIDA) COUNTY OF MIAMI-DADE) BEFORE ME, duly appeared , a duly authorized agent of WEST FLAGLER ASSOCIATES, LTD., who is personally known to me or has produced as identification. WITNESSED my hand and seal this day of , 2021. 4812-9067-3631, v. 1 NOTARY PUBLIC, State of Florida Printed name of Notary Public Page 9 of 9 COMPOSITE EXHIBIT A STATE OF FLORIDA Department of Business and Professional Regulation Division of Pari-Mutuel Wagering PERMIT To Operate a Summer Jai Alai Fronton Whereas West Magler Associates, Ltd., a Florida Corporation, filed with the Division of Pari-Mutucl Wagering (Division_) an application for a Permit to Conduct Pari-Mutuel Wagering on nce game of jai Alai (Summer) on July 11, 2017, to be conducted in Miami -Dade County, State of Florida, accordance with the provisions of ss 550.0745, Florida Statutes, on the premises described (Attached Composite Exhibits i\-1 thru 1-19); Whereas the application has been cxa*mined and considered by th.e Division, and found to be sufficient and in due form according to law. All financing for the facility shall be obtained from persons or entities that meet the requirements of Section 550.1815, Florida Statures, and no person or entity shall obtain more than five percent of any equity interest in West Flagier Associates, Ltd., without satisfactory completion of a background investigation conducted by the Division. NC)\F Il1.RI-EFOR} , BE 1 p KNOWN THAT A SUMMER JAI ALAI PERM IS HEREBY BY C ;RANTED '1'C? T E St .ID West Flagler Associated, Ltd. For the conduct of Pari-\ utuel \\ altering c>n the game of jai Alai in Miami -Dade CounState: of Florida, upon the premises above described in accordance with the laws of the State of Florida, and the rules and regulations of the Division. IN WITNESS WI- I.I REOF the DIVISION OF PARI-ML`TC;.EL WAGERING has caused this permit to be executed in its name by its Director, dull' attested by a Witness at Tallahassee, the Capital of the State of Florida, on this day of July, 2018. Witte Division of Pari--Mutuel Wagering Robert Ehrhardt, Dirccfor Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 73 of 98 Exhibit A- 1 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 74 of 98 File No: FL2,16667/11,-12906-14 SCHEDULE A-4 LEGAL DESCRIPTION PARCEL I: ALL that tract or parcel of land and premises, situate, lying and being in the City of Miami, County of Miami -Dade and State of Florida, more particularly described. as follows: TRACT ALL OF TRACT A R.ANNI SUBDIVISION, ACCORDING .1-0 THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 85, PAGE 45 OF THE PUBLIC RE,( ORDS OF DADE COUNTY, FLORIDA, AND A PORTION OF 'FR.ACT A, EXEcurivE PLAZA , ACCORDING 10 THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 121, PAGE 87 OF TTIE PUBLIC RECORDS OF DADE, COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE NORTH CORNER OF smo .FRAcT "A" OF RANN1 SUBDIVISION, AS RECORDED IN PLAT BOOK 85, PAGE 45 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA; 'THENCE S 89'59'30" V ALONG THE NORTH LINE OF SAID TRACT AND ITS PROLONGATION WESTF,RLY FOR 312.64 FEET, THENCE N. 0'27'10" E FOR 60.70 FEET; THENCE S. 89'30'10" W FOR 58,73 FEET, ITIENCE S. 0°00'47" E FOR 122.69 FEEF, THENCE 5 89°59'33" W FOR 4.99 FEET, -FHENCE S. 0°0047" E FOR 104.96 FEET, F1 (EWE N 89°5930" E FOR 3,60.85 FEEI 'FO A POINT OF CURVATURE OE A CURVE To TilE LEFT THENCE NORTHERLY ALONG-11 IF, ARC OF SAIL) CURVE, HAVING A RADIUS' OF 15.00 FEET AND A CENTRAL ANGLE OF 90'0000" FOR 23.56 FEET TO A POINT OF -FANGENCY: 'THENCE N. 0°00'30" W FOR 52.44 FEET TO THE POINT OF BEGINNING. TRACT II: NON-EXCLUSIVE, EASMENTs CONTAINED IN THAT CERTAIN CROSS -EASEMENT, ACCESS AND MAINTENANCE AGREEMENT BY AND BETWEEN SHOWPLACE .COMMERC1AL PROPERTIES, INC., A FLORIDA CORPORATION AND LEGAL SERVICES OF GREATER MIAMIINC., A FLORIDA CORPORATION, DATED NOVEMBER 12., 1997, AND FIL,ED NOVEMBER 13, 1997, IN OFFICIAL RECORDS BOOK 17867, Al PAGE 2382, AS AMENDED BY ADDENDUM TO CROSS -EASEMENT, ACCESS AND MAINTENANCE AGREEMENT DATED FEE3RUARY 22, 200.5 AND FILED MARCH 2, 2005 IN OFFICIAL RECORDS BOOK 231.30, PAGE 880, OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA. Note for information: Being known and designated as Folio No. 01-3230-037-0010 on the Tax Map of the City of Miami, County of Miami -Dade, State of Florida. Note for Information: Being commonly known as 3000 Biscayne Boulevard 500, Miami, Florida. Old Republic Nation& Title Insurance Company (201)610 - 9455 Exhibit A.-2 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 75 of 98 File No: FL246667/FL-12906-14 SCHEDULE A-4 LEGAL DESCRIPTION PARCEL It: ALL that tract or parcel of land and premises, situate, lying and being in the City of Miami, County of Miami -Dade and State of Florida, more particularly described as .1bIlows: Lot 6 and '7 less the Fast 9 feet thereof, Lots 8, Block 1 BRQADMOOR SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, Page 37, of Public Records of Nfiami-Dade County, Florida. Note for Information: Note for Information: Being known and designated as Folio No. 01-3230-013-1170 on the T. • Map of the City of Miami, County of Miami -Dade, State of Florida. Being commonly known as 2930 Biscayne Boulevard, Miami, Florida. Old Republic National Title Insurance Company (201) 610 - 9455 Exhibi A-3 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 76 of 98 File No: F _246667fFL-12906-14 SCHEDULE A.-4 JE(;AL DESCRIPTION PARCEL I: Al I. that tract or parcel of land and prernisos, situate, lying and being in t tvlianni-Dade and State of Florida, more particularly described as follows: 'Miami, County of Lot 5, Block 11, of'13ROADii\100R SUBDIVISION, according to the Plat thereof, as recorded in Book 2, Page 37, of Public Records of Miami -Dade County, Florida. Note for Information: Being known and designated as Folio No. 01-3230-013-1 16[) an the Tax Map Of the City of Miami, County of Miami -Dade, State of Florida No nforrnation: Being commonly known as 2931 NE 2""' Court, Miami, Florida. Old Republic National Tit Insurance Company (201) 610-9455 Exhibit. A-4 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 77 of 98 File No: FL24t'6f57/11..,-I29O6 SCHEIN.'LE A-4 LEGAL :DESCRIPTI , N PARCEL V: AL1.- that tractor parcel of land and premises, situate, lying and being in the City of Miami, County of Miami -Dade and State of Florida, more particularly described as follows: Lot I, Block 12, of I3ROADMOOR, according to the Plat thereof, as recorded in Plat Book 2, Page 37, of Public Records of Miami -Dade County, Honda. Note for Inft nation: Being known and deli noted as Folio No. 01-3230-013-1230 on the Map of the City of Miami, County of Miami -Dade, State of Florida, Note for .Infornmtion: Being conirnonly known as 2950 NE 2"<i Court, Miami. Florida. Old Republic National Title Insurance Company (201) {i 10 — 9455 xhibit A-5 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 78 of 98 SCHEDULEA-4 LEGAL DESC PARCEL V: File No: 'f"l_.246667'FL-129(16-14 ALL that tract or fiazceI of land and premises, situate, lying and being in the City of Miami, County of Miarni-Dade and State of Florida, more particularly described as follows: Lot 4, Block 11, of I3ROADMOOR, according to the Plat thereof, as recorded in Plat Book 2, Page 38, of Public Records of Miami -Dade County, Florida. Note for Information: Note for Information: Being known and designated as Folio No. 01-3230•013-1 150 on the Tax Map of the City of Miami, County of Miami -Dade, State of Florida, Being commonly known as 2955 NE .2nd Court, Miami, Florida. Old Republic National Tithe Insurance Company (201) 610 - 9455 Exhibit A-6 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 79 of 98 File No: FL2/46667/F1- 12906-14 SCHEDULE LEGAL DESC IPTION PARCEL VI: ALL that tract or parcel of land and premises, situate, lying and being in the City of Miami, County of Miami -Dade and State of Florida, more particularly described as follows: Lots 1& 2, Block 4, of ELMWOOD COURT, according to the Plat thereof, as recorded in Plat Book 9. Page 181, of Public Records of Miami -Dade County, Florida, Note for information: Being known and designated as Folio No, Ol-3230-010-0190 on the fax Map of the City of Miami, County of Miami -Dade, Slate of Florida. Note for Information: Being commonly known as 3195 NE 2 Avenue, Miami, Florida. Old Republic National Title Insurance Company (201) 610 -- 9455 Exhibit A-7 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 80 of 98 File No: F1.24666711,-12906-1.4 SC! EDULE A-4 I, GAL DESCRIPTION PARCEL ALL that tract or parcel of land and premises, situate, lying and being in the City of Miami, County of N4iami-Dade and State of Florida, more particularly described as tbllows: Lot 9, Block 11, BR.OA DMOOR: SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, Page 37, of Public Records of Miami -Dade County, Florida. Note for Information: Being known and designated as Folio No, 01-3230-013-1190 on the Tax Map of the City of Miami, County or Miami -Dade, State of Florida. Note for Information: Being commonly known as 247 NE '29'1' Street, Miami, Florida. Old Republic National Title Insurance Company (201) 610 - 9455 Exhibit A-8 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 81 of 98 File No: 11_2466671FI 2906l4 SCHEDULE A-4 LEGAL DESCRIPTION PARCEL VIII: ALL that tract or parcel of land and premises, situate, lying and being in the City of Miami, County of Miami -Dade and State of Florida, more particularly described as follows: Lot 10, Block. 1 BROADMOOR SUBDIVISION, according to the Plat thereof', as recorded in Plat Book 2, Page 37, of Public Records of Miami -Dade County, Horida, Note for Information: Being known and designated as Folio No, 01-3230-013-1200 on the Tax Map of the City of Miami, County of Miami-Dadc, State of Horida, Note for Information: Being commonly known as 257 NE 29`h Street, Miami, Florida; Old Republic National Title Insurance Company (201) 610 - 9455 Exhibit A-9 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 82 of 98 File No; 111.,246667/FL- 12906-14 SCHEDULE A4 LEGAL DESCRIPTION PARCEL iX: ALL that tract or parcel of land and premises, situate, lying and being in the City of Miami. County of N4iami-Dade and State of Florida, more particularly described as follows: Lot 2 &. 3, Block 12, BROADMOOR SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, Page 37,of Public Records of Miami -Dade County, Florida, Note for Information: Being known and designated as Folio No, 01-3230-013-1240 on the Tax Map attic City of Nfliarni, County of Miami-Dadc, State of Florida, Note for in ti, Being commonly known as 220 NE 30'h Street, Miami, Florida. Old Republic National Title Insurance Company (201) 610 — 9455 Exhibit A-10 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 83 of 98 File No: FL246667/11.,12906- I 4 StCHEDIJI/E A4 LEGAL DESCRIPTION PARCEL X: ALL that tract or parcel of land and premises, situate, lying and being in the City of Miami, County of Miami -Dade and State of Florida, more particularly described as follows: Lot 3, Block I 1, BROADMOOR SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, Page 37, of Public Records of Miami -Dade County, Florida. Note for Information: Being known and designated as Folio No. 01-3230-013-1 140 on the Tax Map of the City of Miami, County of Miami -Dade., State of Florida. Note for nform. Being commonly known as 254 NE Oh Street, Miami, Florida. Old Republic National Title Insurance Company (201)610 -9455 Exhibit A-11 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 84 of 98 File No: H.,246667/F -12906-14 'CAEDULE A-4 LEGAL DESCRIPTION PARCEL XI: ALL, that -tract or parcel of land and premises, situate, lying and being in the City of Miami, County of Miami -Dade and State of Florida, more particularly described as follows: Lot 3, Block .4, of ELMWOOD COURT, according to the Plat thereof, as recorded in Plat Book 9, Page 181, &Public Records of Miami -Dade County, Florida, Note for information: Being known and designated as Folio No. 01 -3230-010-0200 on the fax Map of the City of Miami, County of Miami -Dade, State of Florida. Note for Being 'commonly known as 220 NE 32nd Street, Miami, Florida, Old Republic National Title Insurance Company (201) 610 9455 Exhibit A-12 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 85 of 98 File No; H„,246667/.11.,12906-14 SCHEDULE A-4 LEGAL DESCRIPTION PARCEL XII; ALL that tract or parcel of land and premises, situate, lying, and being,. in the City of Miami, County of Miami -Dade and State of Florida, more particularly described as 10HOWS: Lot 4, Block 4, ELMWOOD COURT, according to the Plat thereof, as .recorded in Plat ook 9, Page 181, of the Public Records of Miami -Dade County, Florida. Note for information: Being known and designated as Folio No, 01-3230-010-0210 on the Tax Map of the City ol Miami, County or Miami -Dade, State or Honda, Note for :ation: Being commonly known as 230 NE 32" Street, Miami, Florida, Old Republic National Title Insurance Company (201) 610 — 9455 Exhibit-A-1. 3 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 86 of 98 File No: I:1246667/FL 2906-14 SCHEDULE A-4 LEGAL DESCRIPTION PARCEL Mu: ALI that tract or parcel of land and premises, situate, lying and being in the City of Miami, County of Miarni•Dade and State of Florida, more particularly described as follows: West 46 feet of Lot 1, Block I 1, BROADMOOR SUBDIVISIGN„ according to the Plat. thereof, as recorded in Plat Book 2, Page 37, of Public Records .of Miami -Dade County, Honda, Note for information: Being known and designated as Folio No, 01-3230-013-1120 on the Tax Map of the City of Miami, County of Miami -Dade, State of Florida. Old Republic National Title Insurance Company (201) 610 9455 Exhibit A-1 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 87 of 98 File No: Fl.,2u1{ifiti7/FL-12 t}f7.14 ':HCEDULE A4 DESCRIPTION PA Its Ei.,XtV: ALL that tract or parcel of land and premises, situate, lying and being in the Miami -Dade and State of Florida, more particularly described as follows: y of Mtatni, County of Lot 2, Block 11, 13R.OADMOOR SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 2, Page 37, of Public Records of Miami -Dade County, Florida. Note for Information: Being known and designated as Folio No. Of-3230-013-1 130 on the Tax Map of the City of Miami, County of Miami Dade, State of Florida. Old Republic National Title Insurance Company (201)610 - 9455 E hibit. A-15 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 88 of 98 File No: 1 1,2 fti71I €.-1291,1 CI_E.ULEAm= i.d1±:C Ail DESCRJPT1 N PARCEL XV: Tract "C" of 1 Xi:X:11'1'IVF PI ,A/A, aecordin h/ of the Public R.(,cords of Vliaini-f:) ide Cot o the Plalthereof, recorded in y, Florida. 1; ,ok12 1, at.Page Note for lnfort n,ntion: Beira known and desi ;nnted as Folio No, ()1-32 30-060-0020 on t1 e Tax Mal) oI` t17e C°ity of Miami. C`c?rinty of Miarnii-fade, Si ttc of Florida, Old Republic National Title Insurance Company (201) 610--99455 Exhibit A-1. 6 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 89 of 98 SCE - A-4 File No: 24{6667/1 1..,-I?9O6.14 LEG.AL 1PTION PARCEL XVI; Tract ''CC" of EXI:("1JJ 1VE PT..'.l.A_. ace( 'rig to the Plat thereof, recorded in Pltu 13itcalcl?1, at. Pa., 57, of the Public Records of Miami -Dade County, Florida, 1"haat parcel of land variable width lying South of the Stth boundary of lot 4, Block 4, of F4.WOOD (;(71JR"1. Plat 13ooll 9 P a e J84, of the Public Records of Miami -Dade. County, Florida, aind lying North of the North boundary of'Tract "C°" of 1_:XEC'li`I`IVF PLAZA, Plat flomkl21, at Page Si, of the Public Records of Miami -Dade County. Florida, hounded on the East :and West by the Southerly projection of the East and West boundaries respectively of said Lot 4 to their paint of intersection with the North boundary of said Tract ''C''. Note For Information: 'Being known atnci designated as Folio No. 01 3230_O60-C)O.30 on the'Faax '1ap of the City of i'liami, County of Miarni-Dade. State of Florida. Old Republic National Title Insurance Company (201) 610 — 9455 Exhibit A-17 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 90 of 98 File No: H..24700811 ,-I3049-14 SCHEDULE A4 LEGAL DESCRIPTION ALL that tract or parcel of land and premises, situate, lying and being in the City of Nliatni, County of Miami -Dade and State of Honda. more particularly described as follows: "Fracts "A" of EX rxArri vF, pLA/A, according to the Plat thereof. recorded in Pt tti. J3o41221,t11 of the Public Records of 114iami-Dade (.1outny, Florida, Less; Al portion of Tract "A" of 1.:,XECtiTIVE Pl..,AZA. according to the Plat thereof, recorded in Plat 1ook121, at Page. 87, c)f the Public Records cif I'vliami-Dade County, Florida, being more piirticularly described as follows: 13egin at the Northwest corner of Tract. "A" of RA.NNI SLOIDI according to the Plat thereof, recorded in Plat Book 85 11 Pitge45, of the Public Records of fvliimii-Dade (. ounty, Florida; thence South 895930" West, along the Westerly prolongation of the North line of said Tract "A" tbr 101,65 feet; thence North 00'27O'' East for 60,70 feet; thence South 89"30'.10" West for 58.73 feet, to the West line of "fract "A" of said 1X ECUTIVE PLAZA; thence South 00°0047" East tbr 122.6c.) :feet; thence South 89'5930" West for 4.99 feet; thence South 00"0047" East for 104.96 feet to the South tine of said f.'1XECUTIVE PLAZA Plat; thence North 895930" East for 164.84 feet to the Southwest corner of RANNI SUBDIVISION as recorded in Plat Book 85, Page 45, of the Public Records of Miami -Dade County, Florida; thence North 167.44 feet to the Point of Beginning. Easement Parcel: A perpetual, non-exclusive easement for automobile and pedestrian ingress and egress over, upon and across the parking area aisles, driveways, access ways. sidewalks and walkways, exits and entrances \vhich now or may hereafter exist on the following described property: A portion of Tract "A" of EXECUTIVE Pl..,AZA, according to the Flat thereof, recorded int?lat 1 121, Page 87, of the Public Records of Mhitni-Dade (,,7ounty, Fl)rida, being more particularly described as follows: Begin at the Northwest corner of Tract "A" of RANNI SUBDIVISION, according to the Plat thereof, recorded in PiaLt Book 85at Page 45 , of the Public Records of Miami -Dade County, Florida: thence South 89"5930" West, along the Westerly prolongation of the 'North line of said Tract "A" for 101.65 feet; thence North 00°27'10" East for 60.70 feet; thence South 8930'10 West tbr 58,73 feet, to the West line of Tract "A" of said EXECLITIVE PLAZA; thence South 00'0047" Etist tOr 122.69 feet; thence South 89"59'30" West for 4,99 feet; thence South 00'00',17" Ltist for Old Republic National Title Insurance Company (201) 610 — 9455 Exhibit A-18 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 91 of 98 rile No: FL247008/11.-13049-14 SCHEDULE LE AL DESCRIPTION continued-. 104.96 feet to the South line of said :EA if:CUTIVE 11...,AZA Plat; thence North fi9'59130" !Nast for 164,84 feet to the Southwest collier of RANZ\11 SUBDIVISION as recorded in .PlatiBook 85, at Pqgs 4. of the Public Records of Miami-f)ade County, Florida: thence, North 167,44 feet to the Point of Beginning.; and Tract "A" of RANNI SUBDIVISMN, tc.cording to the Plat. thereof, recorded in .1!1i‘l. look11Pau,e 4.5., of the Public Records of N4ia:mi-Dade County, Florida Note for Information: Being known and designated as Folio No. 01 -3230-060-00 10 and 01- 3230-060-0020 on the Tax Map of the City of Miami. County of Miami -Dade, State of Florida. Note for Information: f3eing commonly known as 3050 Biscayne Boulevard, Miami, Florida. Old Republic National Title Insurance Company (201) 610 - 9455 Case 1:19-cv-21670-RNS Document 1-2 Entered on FLSD Docket 04/30/2019 Page 92 of 98 LEGAL DCRIPTIOI PARCEL XVIII ALL that tract or parcel of land and premises, situate, lying and being in the City of. 'a County of Miami -Dade and State of Florida, more particularly described as follows: Lot 7 and that part of Lot 8 lying West of Biscayne Boulevard, a/k/a Lot 8 LESS the East 9 feet, Block 4, .PIWOOD COURT, according to the plat thereof, as recorded in Plat Book. 9, Page 181, of the Public Records of Miami -Dade County, Florida. Note for Information: Being known and designated as !{olio No, 01-3230-010-0240 on the Tax ?vial) of the City of Miami, County of Miami -Dade, State of Florida. Note for in ation: Beim; commonly known as Florida. scayne f oulevard, Miami Exhibit .A- 9 EXHIBIT B MIAMI 21 AS ADOPTED - JANUARY 2018 ARTICLE 4. TABLE 12 DESIGN REVIEW CRITERIA ' DESIGN REVIEW. CRITERIA BUILDING DISPOSITION • Respond to the physical context taking into consideration natural features, existing urban form and Transect Zone intentions, • For Buildings on Corner Lots, design Facades to acknowledge all Frontages. • For modifications of nonconforming Structures. See also Article 7, Section 7,2 for specific regulations. • Create transitions in Height and mass with Abutting properties and Transect Zones, BUILDING CONFIGURATION • Articulate the Building Facade vertically and horizontally in intervals appropriate to the existing Neighborhood and Transect Zone, • Articulate the Building Facade at street level to recognize pedestrian continuity and interest, and at upper levels to recognize long views of Buildings. • Use architectural styles and details (such as roof lines and fenestration), colors and materials derivative from surrounding area. • Design Facades that respond primarily to human scale. • Promote pedestrian interaction. • Design all walls as active Facades, with doors and windows; when not possible, embellish walls with architectural design treatment. • Provide usable Open Space that allows for visible and convenient pedestrian access from the public sidewalk. • Building sites should locate service elements, such as trash dumpsters, utility meters, loading docks, backflow preventers, siamese connections and electrical, plumbing, mechanical and communications equipment away from a street front. All service elements shall be situated and screened from view to the street and adjacent proper- ties. BUILDING FUNCTION & DENSITY • Respond to the Neighborhood context and Transect Zone. PARKING STANDARDS • Minimize the impact of automobile parking and driveways on the pedestrian environment and adjacent properties, especially T3 areas. • For pedestrian and vehicular safety minimize conflict points such as the number and width of driveways and curb cuts. • Minimize off-street parking adjacent to a thoroughfare front and where possible locate parking behind the Building. • Design landscaping or surface parking areas as buffers between dissimilar Uses. • Screen parking garage structures with Habitable Space. Where Habitable Space is not provided, architectural treatments and landscaping shall screen the garage structure. LANDSCAPE STANDARDS • Preserve existing vegetation and/or geological features whenever possible. • Reinforce Transect Zone intention by integrating landscape and hardscape elements. • Use landscaping to enhance Building design and continuity of Streetscape, • Use landscape material, such as plantings, trellises, pavers, screen walls, planters and similar features, to enhance building design and continuity of streetscape. • Provide landscaping that screens undesirable elements, such as surface parking lots, and that enhances open space and architecture. SIGN STANDARDS • Provide signage appropriate for the scale and character of the establishment and immediate Neighborhood. • Signage shall be within calculated aggregate area appropriate for Transect Zone. • Signage shall be located below fifty (50) foot height limit along the Building Primary Frontage. • Number of Signs for an establishment shall not exceed the allowable amount per linear Frontage. • Monument Signs shall be located within the appropriate Setback and not to disrupt pedestrian activity. • Illumination and other lighting effects shall not create a nuisance to adjacent property or create a traffic hazard. AMBIENT STANDARDS • Provide lighting appropriate to the Building and landscape design in a manner that coordinates with signage and street lighting, • Orient outdoor lighting to minimize glare to the public realm and adjacent properties. • Protect residential areas from excessive noise, fumes, odors, commercial vehicle intrusion, traffic conflicts and the spillover effect of light. IV.34