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HomeMy WebLinkAbout06-15-16 PZAB Supporting DocumentsPZAB.3 PLANNING, ZONING AND APPEALS BOARD FACT SHEET File ID: 16-00666sc Quasi -Judicial Title: 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. Location: Approximately NW 1St Ave between NW 1St St and NW 2nd St. [Commissioner Ken Russell, District 2] Applicant(s) 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 Purpose: 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). Finding(s): Planning and Zoning Recommends approval with conditions. Department: Planning, Zoning and June 15, 2016. Appeals Board: 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 211 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 1 st Avenue, between NW 1 st 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 Flagier 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 1" Avenue, proposed Street Closure (outlined in red). r NW 1St Avenue (outlined in red). As depicted below, a section of NW 15t 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 NW 1St Avenue, to connect with the proposed 1 new alignment and to extend until NW 1s' 1 Street. J Section of NW 1St Avenue proposed for Street Closure. t.................... 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 2i Page City of Miami Planning and Zoning Department R x Existing Nw 152 Avenue Tract B • Proposed New Alignment, NW *' 1Avenue At Aerial #2. Proposed Realignment with new configuration The applicant proposes to annex the closed section of NW 15' Avenue into the approved Tract A (as depicted above on Aerial #1), then reconnect it with the existing traffic on NW 1s' 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 1 s' 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 3 1 P a g e City of Miami Punning and Zoning Department acres of land spanning from NW 15t Street to NW 8th Street, between NW 18t 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 1 It Avenue and NW 111 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 # 16-00666sc 4 1 P a g e 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 1 st Avenue (between NW 2nd Street and NW 1 st 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: 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 Gross - 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. 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 8- Real Estate Purchase and Exchange Agreement File Id # 16-00666sc 5 1 P a g e 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 (16JEitp of Aliamt 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: . 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 I 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. Farther 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, if applicable. 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 l5, 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 %2" 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: I. 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 fine 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� 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 Page 3 of 3 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 completerip •or 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 appropr�e person to contact. Si (Ed) Santamaria, P.E., CGC of Public Works 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 2nd Avenue, Bch Floor / Miami, FL 331301(305) 416-1200 / Fax. (305) 416-1278 Mailing Address: P.O. Sox 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 15-41348. A: REVISED RESOLUTION, TO BECOME EFFECTIVE IMMEDIATELY UPON ITS ADOPTION AND SIGNATURE OF THE MAYOR. (3 PAGES) File ID: 15-01348 Enactment #: R-15-0474 Version: 3 City of Miami City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Text File Report Type: Resolution Status: Passed Enactment Date: 10/22/15 Introduced: 1018/15 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 1 ST 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 IST 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 I st Avenue, Miami, Florida, legally described in Exhibit "A", attached and incorporated ("City Property South"); and City of 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 1 st 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 I st Avenue between Northwest 1 st 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 rile 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 213 of the commission after aproperly 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 6/212016 Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. €2} City of Miami Page 3 Printed on 6/2/1016 B: RESOLUTION FILE NUMBER 15-01348 AND ADDITIONAL DOCUMENTS. (1 0 PAGES) •n,: �-City r x ori,. City o Miami Hall 3500 Pan American Drive ' Le illation g Miami, FL 33133 §;^✓ , : www.mlarnigov.com ' u:.'u4 = Resolution He Number : 15-01348 Final Aetian 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 1STAVENUE, 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 <tel: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 1 ST COURT, MIAMI, FLORIDA, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "C" ATTACHED HERETO AND MADE A PART HEREOF ("AAF PROPERTY"); PROVIDING THAT AAF SHALL FURTHER PAYTHE CITY FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) ASA 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 ANIS 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 1 st 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 1 st 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 10f3 IYie Id: 15-01348 (Verstow 1) Printed On. 10113/2015 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 ("Flat 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 certaln AAF -owned property, containing approximately 0.50 acres, located at 435 Northwest 1 st 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 City of Mddltii Page 2 of 3 Pt1e 1d. 15-01348 (Version: 1) Printed ON: 10/13120.15 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 terns 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 AND RREC SS. 1 VICTORIA MINDEZ 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 (1 Q) 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 Me 1d: 15-01348 (Irersion: 1) Printers On., 1011312015 J ile Numbcrc 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 1STAVENUE, 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 <tel:01-3136-000-0090> AND LEGALLY DESCRIBED IN EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF ("TRACTS P&G"), IN EXCHANGE FOR THAT CI=RTAIN AAF -OWNED PROPERTY, CONTAINING APPROXIMATELY 0.50 ACRES, LOCATED AT 435 NORTHWEST 1 ST 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 PRECEDENTAS 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 1 st 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 13", attached hereto and made a part hereof ("Tracts P&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 1 st 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 ofMiamt page! of3 1%tteIri: 15-01348 (Ferslor:: 1) Printed On: 1011512015 City of Miami City Hall American �, �a { 1` 3500 Pan Drive }�""111 ` t �,..• :ff Le 1SlalOn g Miami, FL 33133 www.mlamfgov.com Resolution J ile Numbcrc 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 1STAVENUE, 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 <tel:01-3136-000-0090> AND LEGALLY DESCRIBED IN EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF ("TRACTS P&G"), IN EXCHANGE FOR THAT CI=RTAIN AAF -OWNED PROPERTY, CONTAINING APPROXIMATELY 0.50 ACRES, LOCATED AT 435 NORTHWEST 1 ST 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 PRECEDENTAS 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 1 st 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 13", attached hereto and made a part hereof ("Tracts P&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 1 st 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 ofMiamt page! of3 1%tteIri: 15-01348 (Ferslor:: 1) Printed On: 1011512015 File Number. 15-09348 Exhibit "ID ", 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 1 st 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 f 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 1 st 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 My ofMiand Page 2 of 3 File 1& 15-01348 (Version: 1) primed On: 10/13/2015 File Number: 15.01848 crossing rights to allow AAF to use that certain portion of Northwest 8th Street, Miami, Florida, including air rights as described in Exhibit "la", 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 AND RREC SS: I VICTORIA MENDEZ CITYATTORNEY 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 (Aersion, IJ Prioled 0m; 10/13/2015 AGENDA ITEM SUMMARY FORM Law Department Matter ID No, FILE ID: 15 1 34 152418 QAr Date: 10/09/2015 Requesting Department: Dept. of Real Estate & Asset Mnat, Commission Meeting Date: 10/22/2015 District Impacted: 2 Type: 0 Resolution ❑ Ordinance ❑ Emergency Ordinance ❑ Discussion Item ❑ Other Subject: Resolution authorizing the City Manager to execute a Real Estate Purchase and Exchange Agreement (the "Agreement"), y 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 Budeet Impact Analvsis ytS Is this item related to revenue? a 9001 000 NO Is this item an expenditure? If so, please identify funding source below. General Account No.- Special o: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: CIP N/A Budge,' If using or receiving capital funds Grants N/A Risk Management, Purchasing N/A Dept. Director Chief City Manager SZ P Page 1 of 2 SUPPLEMENTAL PAGE Subject: Resolution authorizing the CitManager to execute a Real Estate Purchase and Exchange Agreement (the "Agreement"), by and between the City_of Miami"Cites 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 1 st 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 1 st 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 1st 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 DATE, October 9, 2015 City Clerk SUBJECT: Real Estate Purchase and Exchange Agreement between City and AAF FROM: Daniel Rotenberg Director REFERENCES: 10 Day Notice Department of Real Estate and Asset Management ENCLOSURES: Agreement j 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: dna 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 OF WHICH CONTAINS APPROXIMATELY 0.30 ACRES, LOCATED AT 104 NW IST 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 days prior 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 Sea]) Todd B. Hannon # 22720 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 1 st 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 1 st 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. IV AERIAL 16-00666sc A PORTION OF NW 1 AV, BETWEEN NW 1 STAND NW 2 ST 25 50 100 Feet A CI Bilzin Sumberg Javier F, Avih6 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 1 st Avenue, between NW 1 st 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, Ja ler F. Avin6 JFA Enclosures MIAMI 4989931,1 81993/47634 Bilzin Sumberg Baena Price & Axelrod LLP 11450 Brickell Avenue, 23rd Floor, Miami, Florida 33131-3456 Tel 305.374.7580 1 Fax 305.374,7593 1 bilzin.com 1 �ineel; llef to � AT ytu�-tg�7y0'� '11 BUILDING DEPARTMENT Transaction Statement Financial Transaction ID: 303563 Javier Avino obo Flager Grand Station Transaction Date: Apr 29 2016 11:22AM Permit Number: (305)350-7202 FEE SUMMARY Fee Category Fee Fee Description Quantity Unit Type Amount Code HEARING BOARDS - MS' -217 VACATION AND CLOSURE - 10018.0000 SQ. FT. $20,036,00 APPLICATION/APPEAL PUBLIC RIGHT OF WAY HEARING BOARDS - PUBLIC HEARING MS -228 PUBLIC HEARING - 1.0000 UNITS $1,500.00 ADVERTISING HEARING BOARDS - PUBLIC HEARING MS -227 PUBLIC HEARING - PUBLIC 1.0000 UNITS $72.00 MEETING PACKAGE HEARING BOARDS - PUBLIC HEARING MS -225 PUBLIC HEARING - MEETING 82.0000 NGH X HRGS $369,00 MAIL NOTICE - NEIGHBORS HEARING BOARDS - PUBLIC HEARING MS -241 PUBLIC HEARING - MEETING 2.0000 HEARINGS $9.00 MAIL NOTICE - APPLICANT/APPEALLANT HEARING BOARDS - PUBLIC HEARING MS -226 PUBLIC HEARING - LU POLICY 34.0000 NGH X HRGS $153.00 1.5.4 Total: $22,139.00 Rev. Jul/02/2012 Generated on Apr/29/2016 11:22 VAMmmmm .�C�1S nX• �l� h * i of fditt 1 C.rtij of y Yank BUILDING DEPARTMENT Financial Transaction ID; 303583 Javier Avino obo Flager Grand Station Transaction Date: Apr 29 2016 11:22AM Permit Number: (305)350-7202 +14 S •k ;r IGC&HP aiN�WC� � ,-V Ity of Miami ,..The City of Miami... Sin CashiHrinrl_ ArPA ,nnl ,ase Visit Us at w1ww,miamigov.com Aain Cashiering Area to Time: 04/29/1016 11:43:AM RD Nt3R, **** **** **** 0574 ANS TYPE; PURCHASE IOUNT: $43450 ITH#: 044513 SYFILE/COST: 1612095-1/39 IGN: *****4*****CUSTOMER COPY************* /isa (Auth# 044513) $434.50 [otal Received: $21,139.00 'lease visit us at mvi.miamigov.com FEE SUMMARY Fee Fee Description Quantity Unit Type Amount Code MS -217 VACATION AND CLOSURE - 10018,0000 SQ. FT. $20,036.00 PUBLIC RIGHT OF WAY MS -228 PUBLIC HEARING - 1.0000 UNITS $1,500,00 ADVERTISING MS -227 PUBLIC HEARING - PUBLIC 1.0000 UNITS $72,00 MEETING PACKAGE MS -225 PUBLIC HEARING - MEETING 82.0000 NGH X HRGS $369.00 MAIL NOTICE - NEIGHBORS MS -241 PUBLIC HEARING - MEETING 2.0000 HEARINGS $9.00 MAIL NOTICE - __ AP_P_LICANT/AP_P_EALLANT___ MS -226 PUBLIC HEARING - LU POLICY 34.0000 NGH X HRGS $153.00 1. 5.4 Total. $22,139.00 **************CUSTOMER COPY************* Kev..Iui/U2/2U12 Generated on'Apr/29/2016 11;22 AM SS tY y,t yY ��tt 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 (for two hearings) Applicant Notice (for two hearings) Land Use Policy Notice (Net:Downtown) (for two hearings) Total Fee Qty Unit Price Amount 10,018 _ $ 2.00 $ 20,036-00- 1 $ 1,500.00 $ 1,500.00 1 $ 72.00 $ 72.00 82 $ 4.50 $ 369.00 2 $ 4.50 $ 9.00 34 $ 4.50 $ 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. ApOca,rit Name I pr mt allol Project Name and Address W I 1A Review Date 1. t� - J [A I Contact Information I Yes LJ No LJ N/A Copies of the Tentative Plat: One (1) 24x36" and one (1) 81/2xl I qYes U No LJ N/A Original sketch of surveys: One (1) 24x36"; two (2) 11x17" and one (1) 8/2X 11 LtYes LJ No LJ N/A Opinion of Title op V Yes Ll No Ll N/A Letter from Public Works e V" LJ No LJ N/A One (1) copy of Recorded Deed X�V.es es LJ No U N/A "Exhibit A", legal description and sketch of area to be vacated; the C)yes original 81/2x11" sketch of survey can be labeled as "Exhibit A" L'111 U No LIN/A Current photos, two (2) minimum, showing the entire property -A-, LJ Yes LJ No /A Covenant running with the land M es LJ No LJ N/A Proof of Lobbyist Registration e Ues �es LJ No LJ N/A Affidavit of Authority to Act , v-- LJ No LJ N/A Disclosure of Ownership of all owners Yes LJ No )4 N/A Disclosure of all contract purchasers Yes J No J N/A Certificate of Status from Tallahassee dated within I year of application for Profit and Non-profit owners and contract purchasers Ll Yes U No N/A Corporate Res, or Power of Atty, from all owners or Board of Directors LJ -Yes U No OU N/A Corp, Res, or Power of-Atty. from-all-contraot-purchasers-- LJ Yes J No N/A Non -profits: List of Board of Directors (owners) LJ Yes 1y, LJ No XN/A Non -profits: List of Board of Directors (contract purchasers) es LJ No LJ N/A Certified list of adjacent owners within 500 feet o � LJ Yes U No LJ N/A Disclosure of Agreement to Support or Withhold Objection LJ Yes LJ No XN/A Public School Concurrency c 6S_LJes­_L,❑_INoL_J _N_/A_9 Enforcement -iolation ) - QY I es , J No L) N/A All property addresses/location subject to this request liste-d IVY Yes LJ No LJ N/A All questions answered LJ Yes U No LJ 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 VACATION A -"*]D CLOSUREPPLICATION Please refer to Chapter 55 of the Miami City Code for Vacation and Closure information. 1. Applicant(s): CEE 2. Description of area: See Exhibit "A" -17___ [- ,r-- 3. Copies of the Tentative Plat: One (1) 24x36" and one (1) 8Y/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) 8%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 proiect. MIAMI 4985 955.1 81993/47634 Rev. 07-2013 2 VACATION X"ID CLOSURE k,,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: Q Planning, Zoning and Appeals Board 30-40 min. and/or 0 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 and DT Miami B LLC Signature - --- - - Address 27 -1 -1 -Centerville -Road, Suite 400 Wilmington, DE 19808 Name Kolleen gobb on behalf of Telephone 305-520-2344 E-mail kolleen.cobb@feci.com STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this 21e day of Apn 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) ;,,,,,,, Signature ,��Y NyA,Y JESSICAALVAREZ *; *- MY COMMISSION N FF 030333 x :q EXPIRES: October 23 2017 Y O� Bonded Thru Notary Public Underwriters MIAMI 4985955.181993/47634 Rev. 07-2013 VACA.TION A." ID CLOSURE i,PPLICATION 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 setout- intheforegoing_ petition, -Q. 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. Kolleen Cobb on behalf of DT Miami A LLC and DT Miami B LLC Applicant(s) Name STATE OF FLORIDA -- COUNTY OF MIAMI-DADE DT Miami A LLC DT M mi B LLC By: Applica (s) Signature The foregoing was acknowledged before me this _2 day of Y1' 2016, by Kolleen Cobb as. Vice President and Secretary of DT Miami A LLC and DT Miami B LLC, Delaware limited liability companies. She or who has produced as identification and who did (did not) take an oath. (Stamp) Signature rhe hal JE8810A ALVAREZ kr MY COMMISSION # FF 030333 C XPIRES: October 23, 2017 flonded YNru Notary Public Underwriters MIAMI 4985955.1 81993/47634 Rev. 07-2013 4 VACATION X'ID CLOSURE(, PPLICATION 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): None Kolleen Cobb on behalf of DT Miami A LLC and DT Miami B LLC Owner(s) or Attorney Name STATE OF FLORIDA -- COUNTY OF MIAMI-DADE Legal Description(s): None lea Vn t P- L— OGvm� r� 40r(s)) oAttorney Signature ti uq� c �` c The foregoing was acknowledged before me this 2041 day of Pp 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 'M JESSICA ALVAREZ MY COMMISSION # FF 030333 EXPIRES: October 23, 2017 Bonded Thru Notary Nublio Underw Kers RF1 MIAMI 498595 5.1 81993/47634 Rev, 07-2013 AT11 NAl'�D CLOSUREmPPLICATION V. Yrri 1,8,j ltb'd., I pi;dPorty ithin the boundaries of a historic site, historic district or archeological zone? Please+contact Planning and Zoning Department on the 3rd Floor for information. No. 1 �iCt 1�e pCQperty 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: 0 Planning, Zoning and Appeals Board 30-40 min. and/or 21 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 Minimum Maximum (Re -submittals) b. Advertising c. Mail notice fee per notice d. Meeting package mailing fee per package $ 2.00 $ 3,000.00 $ 4,000.00 $1,500.00 $ 4.50 $ 6.00 *Fees over $25, 000. 00, shall be paid in the form of a certified check, cashier's check, or money order. Signature Address 444 SW 2nd Avenue, 10th Floor Name Daniel J. Alfonso Miami, FL 33130 Telephone 305-416-1025 E-mail djalfonso@miamigov.com STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this @g day of _ 2016, by Daniel J. Alfonso as City Manager of the City of Miami, a mun Florida. He is personally known to me or who has produced and who 1 1 nod ke an oatff- - (Stamp) SANDRA RIVERA *: * MY COMMISSION # FF 004070 y P EXPIRES; April 20, 2017 Bonded Thru Notary Puhlio Underwriters ME _ WIR, ..- as identification MIAMI 4980662.1 80335/46151 Rev. 07-2013 3 AFFIDAVIT OF AUTHORITY TO ACT p` his day, the undersigned personally appeared Daniel J. Alfonso, who being by me first 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, --R- 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) Eli4ppCIT STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this V 0 day of 2016, by Daniel J. Alfonso as City Manager of the City of Miami, a rn Florida. He is personally known to me or who has produced and who did (did not) take an oath. (Stamp) - `- ,b�� Y Pc SANDRA RIVERA MY COMMISSION # FF 004070 EXPIRES; April 20, 201 Bonded 7hru Notary Public Underwriters MIAMI 4980662.1 80335/46151 Rev. 07-2013 - as identification /Al ,`11 N A. J D C LOS U R EAPPLICATION _A, DISCLOSURE OF OWNERSHIP l la 0,p wner(s) of the subject property and percentage of ownership. Note: The Miami City Code requiredisclosure 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 st-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): N/A N/A Daniel J. Alfonso Owner(s) or Attorney Name STATE OF FLORIDA -- COUNTY OF MIAMI-DADE Owner(s) dr &6m Signature The foregoing was acknowledged before me this day of 2016, by Daniel J. Alfonso as City Manager of the City of Miami, a im Florida. He is personally known to me or who has produced and who did (cTc� did not) to a an oa fi. (Stamp) - ot�YPy'''' SANDRARIVERA (�+= MY COMMISSION # FF 004070 EXPIRES; April 20, 2017 Af,44°P bonded Thru Notary Public Underwriters MIAMI 4980662.1 80335/46151 Rev. 07-2013 gnatw.� :ion of the State of as identification 5 Other Subisdiaries Florida East Coast Industries, LLC All Aboard Florida Mezzanine Holdings LLC AAF H ldings LLC Other Subsidiaries AAF TOD Holdings LLC All Aboard Florida TOD LLC AAF Miami TOD Holdings LLC DT Miami B LLC { I DT Miami A LLC o- x T'uhlic School Concurrency ` ncurrency Management System Entered Requ Co Applicant Fields Information Application Type Application Sub -Type T-PlaUPiatPlat Application Name * DT Miami A LCC, a Delaware LLC A 1piication Rhone * 305-520.2327 Al1l licat on Address * 2958 LeJoune Road, Suite 400, Loral Gables, Ft 39134 Contact Fields information Contact Name -_ *-lUdoVIcl & orange Consulting Engineers, fno, Contact Phone —._ 305-448.1600 Contact Finall * ;Jiutlovici-orange.cotkl Local Govt, Name �.�ity of Miami Local govt. Phone 305-415-1248 - -- COUN 1 , `, IAMI-DADF P -,t}r r ty Fields I11fr>rmatibn "T" —' Ma +-011e Number 01-0110-060-1080, 01-4137-072-0010, 01.4137.072-0020 Ad,+ rlonrli Folio Number --- TTot,l Acreage PK� ;,1d Land Use/Zoning * CommerciauRrz Su ' r;1mi1 Detached Units * 000 S1n,,ie-F4MIl Attached Units(Duplex) * 0.00 Mulls -t zlmii Units * 0.00 - -- TOt: l r7 Of Uriits * 0.00 N r r1f Proposed Subdivision * F +fen Gran Central Station First Addition Tci yr (T -Plat) Number {OFFICIAL USE ONLY) Re + snrent Inform aflon (MUSPs) - Ra -development a nn ,re tar I hose vacant sites for, hick a local gov has provided veste d rights; o r fo r en alread ytm i;prep eriy which does not h ava to be re -platted as deo, -a ry the local government. The number of unitsfo be 1nl,,1t a ao the CMS Is the not difference between the existing vet urn her of units and the newly proposed number of units. -re. an exlsti'bg 20�unit structure will be torn down for r developinent. The newly proposed development Cells otal units: Local government shall Input 20 units in tlc CMS (nel difference between the 20 units vested loss JY proposed 4 units), Rcr ,e/ds forApp/ICetion * _— I Q1i91 n .:_� ne}/ApPl.iaatllNaule �G :(s) �tprtorne�+It�rrppllc�ittr 5i�natugrlo j/ 4'A0.eat �f } "" P STATE± Pi_OI'IDA� P COUN 1 , `, IAMI-DADF TI, " 1v asp kno viedged befot g� 20 *ntiitipl,"rlsh1h"cartrbrt3zrn, ,)trfllit>rtin#ft8tdageRf/(�As'�e;,,, ion of a(11) '., 't"d' 7 as t Ide?,p„sPorsonall� l �- - wn'nd Who did (did not) take an oaf 1 � n .rn�hohas protfuCcd JESOCAALVARV / �� My COMMISSION # FF g3633�3 I S i uottu e EXPIRES Qi ,ober 23, 2017 Bonds Thru Id4tary Public Underwriters ....:.wuw.<gcxyag`•�tart.2nxsipw,ne�cmn. ••• ACTION BY WRITTEN CONSENT OF THE SOLE MEMBER OF DT MIAMI A LLC AS OF APRIL �11 , 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 'day of April, 2016. AAF Miami TOD Holdings LLC, a Delaware limited liability company By: q u peen Cobb, Vice President ACTION BY WRITTEN CONSENT OF THE SOLE MEMBER OF TAT MIAMI A LLC AS OF MARCH )_V, 2016 The undersigned (the "Member"), being the sole member of DT Miami A LTC, 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 -flat application to the City. BE IT _FURTHER RESOLVED that IColleen 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 _W day of March, 2016. AAF Miami TOD Holdings LLC, a Delaware limitedliability company Name: � l Title: i ACTION BY WRITTEN CONSENT OF THE SOLE MEMBER OF DT MIAMI B LLC AS OF MARCH 1 �P, 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 terns 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 j LC day of March, 2016. AAF Miami TOD Holdings LLC, a Delaware limited liability company Name: Title: V G ' ►' 1 N 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: Avin6. Javier F. Last Name, First Name, Middle Initial Business Phone: 305-350-7202 Business Address: 1450 Brickell Avenue Suite 2300 Miami FL Zip 33131 E -Mail Address, Jay ino bilzin.coin (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) (3) 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). Develo ment of Parcels in Downtown Miami for Passenger Rail from Miami to Orlando Aiwort.. (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 xplain) 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, iti is, examinations, penalties for violations and contingency fees." r' State of Florida, County of Miami -Dade aA r viiib Sworn to and s bsFpr_ibed before me this day of V�1%#� aVl , 2014. otary or puty Clerk �o�';`:.;8 CHRISM A.BOWER ** MY COMMISSION # FF 084086 Note: Annual Registration Fee: Effective through 12/31/2014 EXPIRES: February 20, 2018 �ISM.0,041 fl000TtrV0u0#e NOWyeink e MIAMI 4056162.1 8033 5/42277 5985705 8300 fP SR#20161664417 �� You may verify this certificate online at corp.delaware,gov(authver,shtml Authentication: 201987667 Date: 03-15-16 OM 5985707 8300 SR# 201616 441 low � ° You may verify this certificate online at corp.delaware.gov/authver.shtml �assom ` JX 01, CITY OFMIAMI , )Q DISCLOSURE OF CONSIDERATION PROVIDED OR COMMITTED FOR AGREEMENT TO �Oc o4`Q' 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, connnission, 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 Sea. 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 Cobb (First Name) (Middle) (Last Name) HOME ADDRESS: 2855 Le Jeune Road (Address Line 1) CITY: Coral Gables HOME PHONE: 305-520-2344 EMAIL: kolleen.cobb@feci.com (Address Line 2) STATE: Florida CELL PHONE: NIA --- BUS SINESS or APPLICANT- or - ENTITY NAME. BUSINESS ADDRESS: 2711 Centerville Road, Suite 400 (Address Line 1) Wilmington, DE 19808 (Address Line 2) ZIP: 33134 FAX: NIA 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? R 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. 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 fon-n. 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. the application or order, as applicable, shall be deemed void without further force or effect; and 2. 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 l➢eatbn � order. PERSON SUBMITTING DISCLOSURE: VSignature Kolleenty0b?e-et1Cke'f-,rt- b on behalf of DT Miami A LLC and DT Miami B LLC Print Name Sworn to and subscribed before me this 'Z!/y+h day of ADO I 2011 It . The foregoing instrument was acknowledged before me by _ Kotl"t ieWl (L�pb , `/P , who has produced as identification andais_personall lcnown_to me and who did/did not take an oath, STATE OF FLORIDA CITY OF MIAMI4k 4y,� MY COMMISSION Notary EXPIRES: JESSICAALVAREZ Print Name Enclosure(s) a°Y >030333 MY CQMMI5510N 1# FF _ EXPIRES: October 23, 2017 Doc, No.:86543 %r� ••. o;Bonded 7hru Notm Public Underwrit2rs Page 2 Property Search Application - q - -mi-Dade County Page 1 of 3 When buying real estate property, you should not assume that property taxes will remain the same. Whenever there is a change in ownership, the IMPORTANT assessed value of the property may reset to full market Value, which could result In higher property taxes. Please use our Tax Estimator to MESSAGE 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 website directly for additional Information. • 11 e 1 1 Land Value $8,650,250 I 1 1 INFORMATION PROPERTY s Extra Feature Value $0 .:................................................. Market Value $8,650,250 01-4137-072-0010 x$8.650.250 FLAGLER GRAN CENTRAL STATION Property Address - , i 195 NW 2 ST MIamI.FL 33128- Owner DT MIAMI A LLC Mailing Address 2855 LE JEUNE RD 4 FLOOR CORAL GABLES,FL33134 Primary Zone 6412 MIAMI WORLD CENTER 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 SgX1 - Year Built _ 0 Featured. Online Tools ................................................................................................................... Comparable Sales Glossary Report Homestead Fraud Tax Comparison ASSESSMENT INFORMATION Year 2016 Land Value $8,650,250 Building Value $0 Extra Feature Value $0 .:................................................. Market Value $8,650,250 Assessed Value^ x$8.650.250 Non -Ad Valorem PA Additional Online Tools Property Record Cards Assessments Property Search Help Property Taxes Report Discrepancies Tax Estimator TRIM. Notice Value Adjustment Board .1ttp://www.miamidade.gov/propertysearel-/ 6/2/2016 Property Search Application - M ­ni-Dade County I TAXABLE VALUE INFORMATION 2015 r Page 2 of 3 I FLAGLER GRAN CENTRAL STATION PB 170.041. T-23364 TR A LOT SIZE 34601 SQ FT ML FAU 01-0100-000-0294 ... ..._..... ... .......... ......... _. .__. ... ................. .._....... ........__._ ........_._... .. .....__.._...... .. ....._... ...... ..... ... ..... 'ALES INFORMATION :vious Sale Price OR Book -Page Qualification Description - Previous Owner 1 1512016 $100 29999-2644 Corrective, tax or QCD; min consideration DT MIAMI LLC -more Information about the Department of Revenue's Sales Qualification Codes. .... ... ............ ... .............. .................. .._._. .. ....__._..... __....._.._.. ___.._ __......___. .. ... ............ ....... ....._.... .. _.............. .............. �..... _ ,... LAND INFORMATION 2015 2014 2013 COUNTY Exemption Value $0 Taxable Value ...,........_, ,:.,._....., , ,.,.,.._ $8,650,250 .... SCHOOLBOARD . . ......._,. .....,......_ , ....w.............._........................ _..._.„._,......... ........ Exemption Value ..,,,,.-,.,................................. ,,,,,...,.,,..,...._.............,............. .._. $0 ..._...�.w. Taxable Value ....-..., .-............ .. ...... ........ $8,650,250 ... _.. ..... CITY -........... ............ ...>-. .......... _. Exemption Value $g Taxable Value $8,650,250 REGIONAL ............... - .,....,.._..:... .............. ....... ........ ....... ........................................ ...................... Exemption Value ....................... ................................................................................ . $0 Taxable Value $8,650,250 2015 r Page 2 of 3 I FLAGLER GRAN CENTRAL STATION PB 170.041. T-23364 TR A LOT SIZE 34601 SQ FT ML FAU 01-0100-000-0294 ... ..._..... ... .......... ......... _. .__. ... ................. .._....... ........__._ ........_._... .. .....__.._...... .. ....._... ...... ..... ... ..... 'ALES INFORMATION :vious Sale Price OR Book -Page Qualification Description - Previous Owner 1 1512016 $100 29999-2644 Corrective, tax or QCD; min consideration DT MIAMI LLC -more Information about the Department of Revenue's Sales Qualification Codes. .... ... ............ ... .............. .................. .._._. .. ....__._..... __....._.._.. ___.._ __......___. .. ... ............ ....... ....._.... .. _.............. .............. �..... _ ,... LAND INFORMATION .... -............ .. F Land Use Muni Zone PA Zone Unit Type Units Calc Value GENERAL T6 -60a O 6412 - MIAMI WORLD ........__.............. ............ _. ... ............. _. .. ... _. ..........._.. ....__..... _.. .............. CENTER Square FL ._. ,.. . ........ ......_. ....................... .. .......... 34,601,00 .. .._........... .......... .. ...... _.._._ $8,650,250 .......... ............................... ..:.. .......... _.. ......._. ......__......_ .......................... ... BUILDING INFORMATION 0 .._....._.. _. .............__....... .... _.. ...._....... _.. _._......... ........... .. .. _...... _.__ _.......... Building Number Sub Area Year Built .......................... ............_............... ..........__.. ............... .......... ..... ..._ Actual Sq.Ft. Living Sq.Ft. ._....... .._._._. ............. ................... Adl Sq.Ft. ............. ..... ....... . .............. .. ........ ...... Calc Value .........._... .............. .................. .. .............. ............ .............. ........... EXTRA FEATURES .. ... _ ........... .. .._......_ .. _ ......._.__ ........... _..... ....... _,._.. ............... .......... Description Year Built Units Calc Value .... .......... .......... _. ......... .. .......... .. __...... __.. ADDITIONAL INFORMATION ._.............. _.. ....... _..._._....... ............ .. ._..-.... ......... ...... ..... I * 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. ............. ,,,...,_.......».. „ mM,.. .... .............. .. ..,......,.,,..,,,.,.....,....__.,.,,._.,_.................,.....,,....,....... LAND USE AND. RESTRICTIONS ,,......,� ,,......_.._.., . ....... .....,,,, ,.. ,.,,.....,.........,,..,.......,.._..........._..,,,..v - Community Development District: NONE Community Redevelopment Area: BE OVERTOWN/PARK WEST Empowerment Zone: NORTH CENTRAL Enterprise Zone: CENTRAL Urban Development: INSIDE URBAN DEVELOPMENT Zoning Code: T6-80-0 - BOUNDARY .I I Existing Land Use: 804- VACANT NON -PROTECTED, PRIVATELY -OWNED. I Government Agencies and Community Services OTHER GOVERNMENTAL JURISDICTIONS s Business Incentives Childrens Trust City of Miami Environmental Considerations Florida Department Of Revenue Florida Inland Navigation District PA Bulletin Board Non -Ad Valorem Assessments School Board South Florida Water Mgmt District Tax Collector 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 Properly 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 http://wm.miamidade.gov/PAPortal/ContactForm/ContactFormMain.aspx. Versions 2,0.3 REAL ESTATE PUBLIC RECORDS ONLINE TOOLS http://www.miamidade.gov/propertyseareli/ 6/2/2016 Property Search Application - Itfl` -mi-Dade County Page 1 of 3 When buying real estate property, you should not assume that property taxes will remain the same. Whenever there Is a change In ownership, the IMPORTANT assessed value of the property may reset to full market value, which could result in higher property taxes. Please use our Tax Estimator to MESSAGE approximate your new property taxes. The Property Appraiser does not send tax bills and does not senor collect taxes. Please visit the Tax Collector's website directly for additional Information. Address Owner Name Subdivision Name Folio SEARCH. 200 nW 1 aV .... ........ ....�..�....... ...... L....1 SUlle Q Back ..... ...........,, ... to Search Results ..__ ............. .... ,,......... PROPERTY INFORMATION Folio. 01-4137-072-0020 I .f %fir eF Sub -Division: FLAGLER GRAN CENTRAL STATION [ -: r � i =�} Property Address- t 200NW1AVE ) MlamI,FL 33128-0000- 220 NW 1 AVE ' Owner- ' DT MIAMI B LLC gr a . Mailing Address 2855 LE JEUNE RD 4 FLR ;,� - -` • ' CORAL GABLES,FL33134 i Primary Zone 6412 MIAMI WORLD CENTER Primary Land Use t 2865 PARKING LOT/MOBILE HOME PARK: PARKING LOT: i Beds l Baths f Half 0/0/0 i Floors -" - 0:- Living Units 0 Actual Area 0 :. - •�,� •� --- Living Area 0 Adjusted Area 0- Lot Size 59,979 Sq.Ft Year Built. 0 .........._....................._......___...._..................... .................... .............._.._.._......... Featured Online Tools Comparable Sales- Glossary Non -Ad Valorem PA Additional Online Tools Property Record Cards Assessments Property Search Help Property Taxes Report Discrepancies Report Homestead Fraud Tax Comparison Tax Estimator TRIM Notice Value Adjustment Board ASSESSMENT INFORMATION ® BENEFITS INFORMATION Year 2015 2014 2013; i f _ Benefit Type 2015 2014 2013 j Land Value $14,994,750 Note: Not all benefits are applicable to all Taxable Values (Le, County, School Board, ' Building Value $0 City, Regional), .... .�. _..._.; Extra Feature Value $0 ,_................... Market Value $14,994,750 FULL LEGAL DESCRIPTION Assessed Value $14,994,750*y»�M�z���� http://www.miamidade.gov/propertysearelV 6/2/2016 Property Search Application - Mi ^ ni-Dade County I Page 2 of 3 TAXABLE VALUE INFORMATION ® FLAGLER GRAN CENTRAL STATION 2015 2014 2013 PB 170-041 T-23364 COUNTY TRB Exemption Value$p i LOT SIZE 59979 SQ FT ML Taxable Value $14,994,750 FAU 01-0100-000-0295 '- SCHOOL BOARD CENTRAL li ?- Exemption Value $0 - Zoning Code: Taxable Value- $14,994,750 BOUNDARY CITY `' .....................m...:..„...,...„„.,...,.,....,..,.,..,....,.,,m..,,.m........_..,,,.,,,,,.,...,.......,.,.....„,...,,....,,._.,....,............... ..,.,...., ... Exemption Value $0 4 Existing: Land Use: Taxable Value $14,994,750 REGIONAL PRIVATELY -OWNED.' Exemption Value $p i Taxable Value $14,994,750 :...........................................................................................................................................................................................`. I OTHER GOVERNMENTAL JURISDICTIONS ....._ .. _.. ......_ ......... ..- .. _.. _.... W. ,_..... ALES INFORMATION vlous Sale Price OR Book -Page Qualification Description Previous Owner 1 512016 $100 29999-2647 Corrective, tax or QCD; min consideration DT MIAMI LLC more Information about the Department of Revenue's Sales Qualification Codes. ........... ... ......................... ............................. ........._ ... ._.......... _. .............. .......... ...... ,.... _.....__._... XTRA FEATURES 0 ;cription Year Built. Units Calc Vi ADDITIONAL INFORMATION - --- --- - ` The Info rmatlon listed below Is not derived from the Property Appraisers Office records. It Is provided for convenlence and Is derived ..... ....... ........................_................................................................... from other government agencles. ............ .......... ......... ................. _................. ............................... LAND USE AND RESTRICTIONS ..................................................................................................................................................................................................... ............... ............................. ..................... ......... .._............. .............................. .:..................... ...,........................... ........... ............. .....,........, Community Development District: NONE Community Redevelopment Area: .................... BE OVERTOWN/PARK WEST Empowerment Zone: NORTH CENTRAL Enterprise Zone: CENTRAL li ?- Urban Development: INSIDE URBAN DEVELOPMENT Zoning Code: I TB -80 -0 - BOUNDARY Existing: Land Use: 804 - VACANT, NON -PROTECTED, I i PRIVATELY -OWNED.' Government Agencies and Community Services i i' I OTHER GOVERNMENTAL JURISDICTIONS ....._ .. _.. ......_ ......... ..- .. _.. _.... W. ,_..... .. Business Incentives Ctilldrens Trust City of Miami Environmental Considerations Florida Department Of Revenue Florida Inland Navigation District PA Bulletin Board Non -Ad Valorem Assessments School Board South Florida Water Mgmt District Tax Collector The Office of the Property Appraiser is conflnually editing and updating the tax roll. This website may not reflect the most current Information on record. The Property Appraiser and Mlaml-Dade County assumes no liability, see full disclaimer and User Agreement at http:/iwww.mlamidade.gov(mfo/dlsclalmer.asp - For inquiries and suggestions email us at http://www.miamldade.gov/PAPortal/CQntactFornVContactFormMain.aspx. Version: 2,0.3 EXEMPTIONS B REAL ESTATE TANGIBLE PERSONAL PUBLIC RECORDS ONLINE TOOLS TAX ROLL BENEFITS PROPERTY ADMINISTRATION http://www.miainidade.gov/propertysearel-i/ 6/2/2016 Carly Grimm FL City ®f Miami dryd�so- 4~Oe mo�cs Property Search Notice 04/26/2016 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 p ocessing date, In addition, due to daily penalty and interest calculations, the amoiunt shown is subject to change as reflected below, Folio Number: 01-4137-072-0010 Property Address: 195 NW 2 ST Legal Description: lLAGLER GRAN CENTRA L STATION PB 170-041 T-23364 TR A LOT SIZE 34601 SQ.FT ML 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 o I' 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 3 313 0. 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 04/26/2016 Folio Number: 01-4137-072-0010 Property Address: 195 NW 2 ST Legal Descriptiow FLAGLER GRAN CENTRAL STATION PB 170041 T-23364 TR A LOT SIZE 34601 If you have any questions, please call (305) 416-1570. Please retain this page for your records. Page 3 of 5 City ®f 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 Findings - Open Invoices Invoice Reference No. Lien No. Description Amount Due 2002199 2500527-26149-0 Storm Water Utility613.59 Sub -Total 613.59 If you have any questions, please call (305) 416-1570. Please retain this page for your records. Page 4 of 6 c�cv "•" 1, -1..� 11 Violations Detail Report Folio Number: 01-4137-072-0010 Page 5 of 5 Carly Grimm FL City of Miami Property Search Notice 04/26/2016 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 prooessing date, In addition, due to daily penalty and interest calculations, the amount shown is subjectto change as reflected below, Folio Number: 01-4137-072-0020 Property Address: 220 \V 1 AV Legal Description: FLA Gl ,1?R GRAM CENTRAL STATION PB 170-041 T-23364 TR B LOT SIZE 59979 SQ FT ML FAU 01=0-100-000-0295 Amount Payable On: 04/25/2016 to 05/26/2016 0.00 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 iNli:uni-Dade County. Jose M. Fernandez Finance Director To ensure proper credit of your pn"vnient, include a copy of all pages of the property search findings along with your payment and mail to: City of Nli:nni, 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 I Carly Grimm FL City ®f Miami GtiSY� n" D. �'O„ 1� L If you have any questions, please ca11 (305.) 416-1570. PIcase retain this page for your records. Page 3 of 5 City of Miami U'Y._'r nit CO, F1•0 Carly Grimm FL 04/26/2016 If you have any questions, please call (305) 416-1570, Please retaiia this page for your records. Page 4 of 5 Gley or n H Tjolations ]Detail Report ti go�Co l;Uo4 Folio Number: 01-4137-072-0020 Page 5 of 5 Carly Grimm FL Folio Number: lock KP* 40torlo 'lease 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 PAYFI E/CUST: 1612095-1/40 City of Miami G1S1' OF �G '4 04/26/2016 01-4137-072-0010 SIGN: **************CUSTOMER COPY************* 1 ITEM(S) TOTAL: $613.59 Visa (Auth# 022825) $613,59 Total Received: $613,59 Please visit us at www. miamigov,coin **************CUSTOMER COPY************* 11 (305) 416-1570. Please retain this page for your records. Page 4 of 5 Page 1 of 1 Portal Violations ED Letters Hearings Lot Clearing Comments Initiation 0 Activities To Do List �, Liens Current Page Images] Move Case Contacts, Case Initiation Property Information Address F094 NW 'TAV— Owner CITY OF MIAMI .............. Zone 19 . Owner Address 104 N W 1 AV Folio0101100601080 I Net ID ""'"' ..,.. MODEL CITY Registered r Lot Registered_, Case Information Case Number Status Whereon Property? Violations Search By: Property Folio • .... .. .... Property fact Folio Contains: :0101100601080 0101100601080 104 NW 1 AV 11ttp://lmproc101/cityviewweb/ceinitiation Case_ Initiation alt.aspx?^ufps=275050 6/1/2016 'uumit t eery 311 Tracking Division Oode Enforcement Received C?»avaaW usum 7777 In Compliance F7777= Process > - Service Date Closed Date Source First Inspection Daily Per Diem Re T e "... Request yP q �.. ..... .. .... .. Last Completed Activity Com plaint TypeFTr,, Removal Without a Permit W.� Priority` rvm ��`�`�`"" � Inspector. P .. Refer To submit Query Rifer (""Override the Geo Inspector assignment Violations Search By: Property Folio • .... .. .... Property fact Folio Contains: :0101100601080 0101100601080 104 NW 1 AV 11ttp://lmproc101/cityviewweb/ceinitiation Case_ Initiation alt.aspx?^ufps=275050 6/1/2016 195 NW 2nd Street MIAMI 4989893.181993/47634 104 NW 1 st Avenue MIAMI 4989892.181993/47634 200 NW 1 st Avenue MIAMI 4989894.181993/47634 Miami -Dade Official Records - Print Document i This instrument prepared by and when recorded return to: R.olleen Cobb, Esq. 2855 S. LeJeune Road, 4a' Floor Coral Gables, Florida 33134 Parcel ID Number: 01-4137-072-0020 Page 1 of 3 CFN 20160156613 BOOK 29999 PAGE 2647 DATE:03/15/2016 12:13:02 PM DEED DOC 0.60 SURTAX 0.45 HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY Space above this line for recorder's use SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED is made this J!�%y 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 33 LLC, a Delaware limited liability company ("Grantee'), whose mailing address is 2855 Le Jeune Road, 4th Floor, Coral Gables, FL 33134. WITNESSETH; 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 -bade County; State of Florida. This conveyance is made subject to: Taxes for the year 201-6 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,- limitatiow 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 19 SUBJECT ONLY TO MINIMUM DOCUMENTARY STAMP TAX IN THE AMOUNT OF $.60 PURSUANT TO SECTION 201,02, FLORIDA STATUTES. SEE CRESENT MIAMI CENTER, LLC V. FLORIDA DEPARTALENT OF REVENUE, 903 SO. 2d 913 (FLA: 2005), https ://www2.miat-ni-dadeclerlc, com/OfficialRecords/PrintDocument, aspx?Q S=MwKnucJ... 4/26/2016 Miami -Dade Official Records - Print Document Page 2 of 3 CEN: 20160166613 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 presence of: STATE OF FLORIDA ) SS.: 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 nine er By: K0lle n C G, dVice �Prcsident The foregoing Special Warranty Deed was acknowledged before me this ) 54) day of March, 20`16, 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, litnited liability company, who is personally known to me. 0AIX" JESSICAALVAREZ My COMMISSION 1� 9 �F 030333 EXPIRES. W6ber 23, 2017 Bonded Thru Notarl Publio UndomrRors Signature of Notary ublic (Notary Sea!) Name: My Commission Expires: -2- https://www2,miami-dadeclerk.com/OfficialRecords/PrintDocumeiit.aspx?QS=Mwl,' nucJ... 4/26/2016 Miami -Dade Official Records - Pr;nt Document Page 3 of 3 � 1 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 flat Book 170, Page 41, of the Public Records of Mi ami -Dade County, Florida. https://www2.miami-dadeclerk.com/Ofi lcialRecords/PrintDocument.aspx?Q S=MwKnucJ... 4/26/2016 Miami -Dade Official Records - P -lit Document I Instrument prepared by; Moshe M. Lehrfreld, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 Property Appraiser's Parcel 1.D,## I L-0110- Obca- 10 () QUIT CLAIM DEED Page 1 of 3 i' fl#III I#111 #II#I I#f#I III#III##I iffl# I#II CF14 2004RI06881 15� OR Bk 22563 Ess 0334 - 341i (3a RECORHO 08/1t/2004 11:12:46 DEED DOG TAX 0.60 HARVEY RUVINt CLERK OF COURT MIAMI-OADE COUNTYr FLORIDA THIS QUITCLAIM DEED is made as of the _aday of Su-' , 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 5t) Street, Suite 100, Miami, Florida 33125 and The City of Miami, a Florida municipal corporation (the "Grantee"), whose address is 444 SX 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. Miami -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 r) https://www2.miami-dadeclerk.com/public-records/PrititDocumetit.aspx?QS=MwKnueJT6... 4/27/2016 Miami -Dade Official Records - Pr;nt Document Page 2 of 3 � I 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 NameILI VIA Print NameI Sign Name:-� Print Name: SOUTHEAST OVERTOWN/PARK. WEST COMMUNI'T'Y RE' DEVELOI'lVf<.ENT AGENCY, of the City of Miami, a public agency and body corporate cheated pursuant to Section 163:356, Floridahrtes ("Grantor") By Drank K. Roliason Executive Director TEST: Priscilla A. Thompson Clerk of the Board STATE OF FLORIDA ) SS - - COUNTY OF MIAMI-DADE The foregoing Quit Claim Deed was acknowledged before ine this - day o#�1 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 pu to Section 163.356 Florida Statutes. He is personally appeared before me, i r onally• /,-known to m -e r produced as identification, Notary: [NOTARIAL SEAL] Print Nani Notary Public, State of F _ My commission expires: � �Pev AUQ!'� pF � a WVa L1.Og= ODM2M s 2 OF F�Cy�\Q MY C40MMISSK W WnAES 2005 Book22563/Page340 GFN#20040638159 Page 2 of 3 https://www2.mi,imi-dadecterk,com/public-records/PrintDocument,aspx?QS=MwKnucJT6... 4/27/2016 Miami -Dade Official Records - P, -int Document Page 3 of 3 OR BK 22563 0341 -691' PAGr YQ 4007 PlttiUit9°Y 0Y Twi �;LC>��. YPWIpi�Y W1T6� 10/11/1995 Us4211y71 VAC 004 0001 PNiot I �w,�ce 'reed elwnle���e�1��� 1�0 pe9L7311i�Pleti t UAI HOW"I 06 U-41, ' IAT 13.14-15 pi81/2 Lot 12 ux tt I" slat 7704 00, *V 01100001 80 0 FOL90 NOt ii i i I I I Modplion' Dade, FL mer, 421270161a comment Book22563/Page341 CFN#20040688159 Page 3 of 3 https://www2.miami-dadecierk.com/public-records/PrintDocument.aspx?QS=MwKnucJT6... 4/27/2016 Miami -Dade Official Records Pr"nt Document I 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 Page 1 of 3 CFN: 20160156612 BOOK 29999 PAGE 2644 DATE:03/15/20'16 12'13;02 PM DEED DOC 0,60 SURTAX 0.46 HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY 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 Jeune Road, 4th Floor, Coral Gables, FL 33134. WITNESSETH: Grantor; for and in consideration of the sum ofTon 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 Graotec, and Grantee's successors .and assigns, forever, the real property described in Exhibit A attached hereto (the "Pro e "), 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 same. against the lawful claims of all parties whomsoever claiming by, through, or under Grantor, but none others, NOTE TO RECORDIM: THIS CONVEYANCE IS 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 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 lerlc. com/OfficialRecords/PrintDocLiment. aspx?Q S=MwKnucJ... 4/26/2016 Miami -Dade Official Records - R,"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, scaled and delivered in.the DT MIAMI LLC, a Delaware limited liability presence of, company AuLap, owt By: AAF Miami TOD Holdings LLC, a Print Name: _n Delaware limited liability company, its sole mein r in in Printc&atnc�. -are_Qd)rz_,, By: Kolleen P. Cobb, VkicePre President STATE OF FLORIDA ss.'. COUNTY OF MIAMI-DADE The foregoing Special Warranty Deed was acknowledged before me this 5 day of March, 2016, by KOLLEEN O.P. COBE, 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. --------- - JESSICAALVAREZ _—T MY COMM188tON # FF 00 aAfi1EXPIRES: October 23,2017 dfi 8ojdedThmWayN*Md.mrfters W" Signature of Notary Public (Notary Seal) Name: My Commission Expires; -2- littps://www2.miami-dadeclerk.com/OfficialRecords/PrintDocument.aspx?QS=Mwl,' nucJ... 4/26/2016 "!ice EXHIBIT FLAGLER GRAN CENTRAL STATION FIRST ADDITION (PROPOSED RIGHT-OF-WAY VACATION) LEGEND, SURVEYOR'S REPORT & CERTIFICATION L--------------------- LEGEND: _T...._—_..._...—,..... ..-__,—_....--- LEGEND: 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-onan- assumed- value -of -S02°16'00''-'E-along-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 W-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. L81012 s Arturo A. Sosa Professional Surveyor and Mapper No. 2629 State of Florida LUDOVI I & OR,AN CONSULTING ENGINEERS, INC. CERTIFICATE OF AUTHORIZATION NO. LB 1012 329 Palermo Avenue, Coral Gables, Florida 33134 Phone! 305-448.1600 l infoCludovici-orange.com DRAWN: A.J. CHECKED: A.A.S. SCALE: AS NOTED DATE: 04-15-2016 PROJ. : 2000 16L OF 4 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 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-onan- assumed- value -of -S02°16'00''-'E-along-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 W-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. L81012 s Arturo A. Sosa Professional Surveyor and Mapper No. 2629 State of Florida LUDOVI I & OR,AN CONSULTING ENGINEERS, INC. CERTIFICATE OF AUTHORIZATION NO. LB 1012 329 Palermo Avenue, Coral Gables, Florida 33134 Phone! 305-448.1600 l infoCludovici-orange.com DRAWN: A.J. CHECKED: A.A.S. SCALE: AS NOTED DATE: 04-15-2016 PROJ. : 2000 16L OF 4 FLAGLER GRAN CENTRAL STATION FIRST ADDITION (PROPOSED RIGHT-OF-WAY VACATION) LEGAL DESCRIPTION LEGAL DESCRIPTION; L-----------.—.---_---__—..,- 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 15047'24" 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 S0201411"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 less. AND PARCEL 2 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 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 N87046'57"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 are of said reverse curve to the right, having a radius of 515.00 feet and a central angle of 17047'29" to the POINT OF BEGINNING of the following described parcel of land; thenoe continue 3.62 feet along the are 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 16059'37" to the point of intersection with a non -tangent curve to the right, a radial line to said point bears N17059'36"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 69044'24" 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 S02016'0011E 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 S87045'04" along said line for a distance of 71.92 feet to the POINT OF BEGINNING. Containing 4,867 square feet more or less. LEGAL DESCRIPTION CONTINUES ON SHEET 8 OF 4 SHEETS LUD VI I ORANGEDECKED: AA.S. SHEET: CONSULTING ENGINEERS, INC. SCALE: AS NOTED CERTIFICATE OF AUTHORIZATION NO. LB 1012 2 329 Palermo Avenue, Coral Gables, Florida 33134 DATE: 04--15-2016 In Phone: 305-448-1600 1 infoCludovioi-orange.com pROJ.: 2000 16L 10F 4 S FLAGLER GRAN CENTRAL STATION FIRST ADDITION I (PROPOSED RIGHT-OF-WAY VACATION) LEGAL DESCRIPTION l L—_,__......—._--__.__..__.T_—_-- LEGAL DESCRIPTION FROM SHEET 2 OF 4 SHEETS AND PARCEL 3 A portion of NW 1st Avenue Right -of -Way 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 2nd Street and NW 1st Avenue, bounded by the East boundary of Tract "B" of aforementioned Plat of "FLAGLER GRAN CENTRAL STATION", being more particularly described as 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 0103647" 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 07013'19" 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 S02016'00"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 are of said tangent curve to the right, having a radius of 25.00 feet and a central angle of 30040'58" to the POINT OF BEGINNING. Containing 50 square feet more or less. LUDOVICI & ORANGE CONSULTING ENGINEERS, INC. CERTIFICATE OF AUTHORIZATION NO. LB 1012 329 Palermo Avenue, Coral Gables, Florida 38134 Phone: 305-448-1600 l infocludovici-orange.com DRAWN: A.J. SHEET: CHECKED: A.A.S. SCALE: AS NOTED 3 DATE: 04-15-2016 OF 4 FLAGLER GRAN CENTRAL STATION FIRST ADDITION (PROPOSED RIGHT-OF-WAY VACATION) SKETCH TO ACCOMPANY LEGAL DESCRIPTION L > EAST BOUNDARY OF 7R IT "B" 3° m��c�� (RCEL41) 13 R7WG7o B VAC ED w o U�v�Ui Q R -445A0° 1-0416 ®icy L=12.4p' �. T- 1 I S`4 ^ Qap1 °35'47 p ` ��Qs' p0C P RCEL 3 +�► y �Q' SE C�RNER TRCT z o B. 70, PG. 41 RADIAL �' 583"28'47 0 - b �'Ir C7Od dti N GIN �n�cr.^AtS87°50'00"WNN228.33'- ®O �N �g-a \ Q ' 7_ ° -23335' ---35- --_---._I---__-_-_- 16 I 17 I r I la r I "MIAMI" awl (P.B, B, PG. 41) of 30' e a R=25.00' - �o , L=30.40 ._ Li=30°40'5$" Z Q_1 — p Q �,' P o O�' ISe8�7 5000 W'nd -T I ST. in Ln ate' `aO� -N _I�t.� i_- 4i I35' 0 NQx NI7°59'36"E (RADIAL) Q o k/ ,0 0oIR=25.00' _____ __N043 A=69°44'24" 2Q _ w 0 - � EAST BOUNDARY 1 o ¢ ° O OF TRACT "A" a �k � z 170, PG. 41) o t �, 3 ao i �^ L 3 200 p®35'TI I �w s _____- _ O i o I I r c v G> Q' Q d Q=00°24''11" 4 I <� 2 _T- _ F- Iz(L 00i10;9F fiQe 0 o Icrj� ci ry1 71 �$ V I W W v �� 5 rn^ \ of I<Z v St37°45' A..w J� --µ- -�--� m V� North lin S'r� o IQ�wwt°I w I c' Lot 12, R ck 106 12 I ,�v,�» o, N 0 - rev N Q` ry� JP.B._1>f PG._61�I_� I®NI'N'�oQO m_ __ E3------ - 0w0qI 0) H OC OC..r4 w 'JA � ryQ" C7 I i IIII o .� ��c cNa°coo a 8 0H♦ 11 0 c 1IQ to a 05 LL T- A �C.�0fb 4) Q jN CZap. ,° - � o y I9©10vW IpvCCW ® I s j II j p I I 1 14 IM MS�`I1/ , �rli, mo ■ o -- 151I _.18IiW .J N coo Sd. W zON: t- g 00 t L I M W co I W_ -' I 1/�O� re Gy. 3 35' O ir) O 30N a 0 15 I 77.8`1 ° sols' Z oN87'' cvp o 5 �Nw W 4�T tStNW $87°4657"W 108,22' 87°465" 5' North andwr1II IaI _lle-1S87°4657"W 4.ltIII h ' Ist StreetSal 46'67 W 113.02rAnter line of 1 1I ! LUDOVICI & ORANGE CONSULTING ENGINEERS, INC. CERTIFICATE OF AUTHORIZATION NO. LB 1012 329 Palermo Avenue, Coral Gables, Florida 33134 Phone: 305-448-1600 1 infotludovici-orange,com DRAWN: A.J. SHEET: CHECKED: A.A.S. SCALE: AS NOTED 4 DATE: 0415-2016 PROJ. #: 2000 16L OF 4 S 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 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. 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 Bv: �/ N "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. I Mau_'�_ Notary Public, State of tlorida My Comte ion E7� 7ip1T01SES FAY CCJfJFAF5814N # FF 945483 wPIRES: January 26. 2020 SeE + ;., u Budge* Notary SNVW MIAMI 4982866.2 81993/47634 EXHIBIT "A" (See following 2 pages) MIAMI 4982866.2 81993/47634 Tract "A" of "FLA LER GRAN CENTRAL STATION", according to the plat thereof, as recorded I in Plat Book 170, Page 41, and two portions of NW 1st Avenue Right -of -Way -existing alignment in City of Miami s shown in said plat of "FLAGLER GRAN CENTRAL STATION", along with Lots 13 through 5 together with a portion of the South half of Lot 12, Block 106N of "MIAMI", according to the lat thereof, as recorded in Plat BovK B. Page 41, said Lots also described as "CRA037 FOLIO- 0110-060-1080" in that 'WARRANTY DEED" by the City of Miami to the Southeast OvertownlPark Community Redevelopment Agency, recorded in O,R,B, 17064, Page 0152 al., from the Public Records of Miami -Dade County. Florida, Said land is located between NVV 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 particularly described as follows, COMMENCE at the SW comer of aforementioned Tract "A" 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 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 75'40'26" to the pint of intersection with a reverse curve to the right; thence 163.54 fee( along the arc of said reverse curve to the right, having a radius of 515,00 feet and a central angle of 18,1111,40" 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 69"44'24" to the point of intersection Mh 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 502'16'00"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*45'04"E along said line for a distance of 20.0,0 feet to the point of intersection with the East boundary line of said Lot 12; thence S02'1 6'00"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 comer of said Lot 15; thence S87'4657"W 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 N020141 1V 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 let Street: thence S87'46'57'W 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 Ral Book 1170, Page 41, and a portion of NW 1 st 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 -[fade County Metrorail East Bight -of -Way boundary, ging 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 point bears S83'28'47"E; thence the following two (2) courses along the East boundary of said Tract "B"; thence 12 44 feet along the arc of said curve to the left, having a radius of 445.00 feet and a central angle 01135'47" 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 centrad 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 30040'58" to the POINT OF 8EGINNING. Containing 59,563 square feet or 1.378 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 RE' AL ESTATE PURCHASE AND EXCHANGLC AGREEMENT TI -118 REAL ESTATE PURCHASE AND EXCHANGE AGREEMENT (tile " • weement") is made as of the _ day of , 2,015 (tile ."Effective Date"), by and between FDG Rail :Holdings 25 LLC, a Delaware limitod liability company ('°FDG"), All Aboard Florida - Operations LLC, a Delaware lli��ited liability coiaipany ( AF") and City of Miaiaal, a Florida municipal corporation (the "City,,), FDG, AAF and the City shall each be referred to as a "Party" and collectively, as the "Parties WITNESSETH; fn consideration of the mutual undertakings of the parties set forth in this Agreement and of other valuable considerations, the roocipt and sufficienoy of which the parties her acicrrowledge, the patties hereby agree as :follows; 1. C..lty 1'a g7aox°tv to be chWJ0. The City is the owner in fee simple of that certain paroel Of property, containing approximately 0.18 aores, located in Miami -Dade County, Florida, as mote particularly described an Uxl iblt A attached hereto and made a part hereof, together with all appurtenances, hereditaments and improvements located there'on (tire "CityDraperty Saiitih"). 'rhe legal description provided on rile Survey of City Property (as defined in Seeti�on.8, .of this Agreement) shall define the City Property for all purposes of this Agreement. The City is also the owner in fee simple of that certain paroel of property, containing al)proxiinately 0.32 acres, located In Miami -Dade County, Florida, and identified as Folio number 01-3136.000-0090, as inose particularly described oil t xleibit B attached hereto and made a part hereof ("Tracts F&G")^ The City will exchange Tracts F&G, subject to a reservation of air rights above 100 feet ("City Prouoz^tv NOMO,) and the City Property South (together the"Cid ^n1ae ») Notwithstanding the change in the manner iia which the City Property or Tracts F&G are described, the intent of the City is to convey the properties described Ili .Exhibits A and l3, The City Property to be exchanged is not buildable and is non -waterfront property, Tile City Property North to 'bo exchanged is in f-arthoranoe of lniplementGation of transportation projects of governmontal - - - -� ageia�fe� 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 Rona the provisions of't8- 182, City of Miami City Code ("City Code ), by a two-thirds affirmative vote, Pi°o)or( y to beL�ccliaia acl, 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 Lk xlillait C attached hereto and made a part hereof, together with all appurtenances, hereditaments and hxiprovoments laoated thereon (the "FDG Proport "). The legal description(s) provided on the Survey of FDG Property (as defined in Secti„ora_ 9,,1 of this Agreement) shall define the FDG Property for all purposes of this Agreement 3. Ci°asshl Easement A i' enaciit. The City hereby grants to AAF and its assigns the right to cross certain portion of NW18 1 Street ("Existing Roadway"), including subsurface rights and air rights up to one hundred (100) foot as shown in Lxliibit , attached hereto and made a -part. hcrcof, for purposes of including, but not limited to cOnstructing, Operating, and maintaining rail infta.structure hiolviding air and grade crossing, installation of signs, pipelines acid/or communication cables, over, under and across the Existing Roadway (the "C;TOssira Easuraaent A rcemoit"). The Crossing A 1'eetn0lat S11a1l be in a form Sufficient t0 permit the Title lnsuver to insure title in Alar in the Crossing. Easement Agvooment as provided for inti SOO 10118,2 below, AAP' and the City agreo Haat t11e Crossing Easement Agreement shall contain the ilasuralace provisions sot forth in that certain Aerial °Easomont to be entered into by DT Miami LLC and the City of Miallai for easements over NX Sty' Street and NX 6t" Street botwoon N,W, Vt Avenue and Miami�Dado County MotroRail North Corridor Right of Way and rioted oil the Plat of Flagler Gran Central. Station as recorded in Plat Boole 170 page 41 of the Public Records ofMiami-Dado County; Florida, Further, AAF shall use 001nmeroial.l.y reasonable offorts to obtain Florida East Coast Railway, r,,fZIs ("FECR") agl-eement as to the location of FECR's oasomont across tile Existing Roadway and FECR's express agreement to waive its right to relocate tine easement in the future, 4, Road �vav Coxastk'trcilozx, During the Inspection Period, the City and FDG shall work together to aoraceptttally design NW 1St Avenue between NW 15t Street and NW 2"a StreetIK oadw,a") substantially in aocordance with Exhibit_ attached hereto and made a part horco1; FDC shall, at its sola cost and expertise, design and 0011strtict the New Roadway ill accordance with the City Codo and the Dade County Public Works Manual, The New Roadway constructi0 is estimated to commence on or about September 1, 2016 and be completecl and open fol' 11i na 8 Operation on or about Marcia 1, 2017, 5. Biala of WttyYvacrtHozn� lCalatti ti- arm ld Lin titlemexrt-, 5,1 The City and AAP 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 Miarni-Dade County, Florida (together, the "Reconfigured Lot"), which would, include the vacation, at no additional cost beyond applicablo costs proscribed by the City Code to FDG, of the right of way located within, bisecting Or between the parools constituting the City Property, as depicted. on Exhibit attached hereto and made a pati herooF FDG's obligation to close this transaction shall be contlltigent '41)011 the City completing the :Plat Process, The City agrees to cooperate and facilitate tlarorxglaotit-tllo Plat -Process. 5.2 The City shall reasonably cooperate in AAF's efforts to larodily the 111torlocal Agreement between tile City arid Mianai-Dacle Coualty to allow the expansion of the Rapid. TransitZone to include the entire R.econfrgarred Lot. in addition, FDG 9 11fi11 continue to count the square footage of the FDG Property after the tra.11sfer to alta City to comply with the green space requirement wllother or not tlae City theroaftor constructs iiarprovomonts on file FDG Property, The provisions ofthis Section 5,2 shall survive tlae Closing, G. Fizspectlan, Commencing on the Effective Date and expiring at 5:00 p,taa, ora floe date that is sixty (GO) drays after alae Effective Data (tile "T�sp otion Period"), AAF, FDG and their agents shall have the right and privilogo 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 AAP' and FDG may doom necessary in 0011juraetioll with AAP''s and FDG's acquisition Of the City Property, including, but not limited to, a Phase l and/or Phase 11 onviro111nontal audit, all engineering feasibility study which may include topographic survoys, core borings, grotuldwatcr testing, soil test pits and load bearing tests, as may be required by AAF acid/or FDG to determine the physical characteristics of the substrata of the City Proporty, Within ten days of the ,Effective Date, the City shall provide AAF and FDG with all property information in the City's control 2 including, but not limited to, onvironnaental reports, title reports, surveys, permits, approvals, and leases, If AAF 'and FDG terminates this Agreement or fails to purchase tile City Proporty,, AAF and/or FDG shall restore the City Property to its original condition, or better, and shall indenani'ly and hold the City harmless fi•aaaa and against any and all claims, costs, expenses and damagos to Persons and/or property incurred by, t1wough, orout of t'110 exercise of Such Privilege. AAF and FDG (at their respective owaa cost and. expense) or indeaaanifiy, hold laarnaloss and defcaad the City, its of cials and employees fioan any civil actloaas challenging this Agreement through and including the date of Initial Closing (as defined in this Agreement) and shall have no recourso against the City as a result of such civil actions, AAFs and FDG's obligation to indonanify the City sat forth heroin shall survive the Initial Closing Date or Closing Date (as defined in this Agroenaent), as applicable, of this Agreement or the termination of this Agreement, Prior to porforming any inspections, AAF and/or FDG shall provide evidence to the City that all consultants or contractors conducting inspections carry coaaaaaaercial general liability insurance insuring its activities with coverage in all amount not less Haan $2,000,000 per occurrence, incl policy aggregate, as well as other voluted lines of coverage or requirements as raaay be roquired by the City it' Connection with this Agroomont, All such policies shall be written oil an occurrence basis and list the City as an additional insured, including endorsements, which shall be reasonably approved by the Director of Disk Mataagomont, or designee, ,Such coverage shall be kept in place until the Initial Closing Date or Closing Date, as applicable, or earlier termination of this Agrooinent. As it relates to City employees accessing the Property, the City is soli insured against any china.. During such Inspection, period, the City and its agents shall have the right and privilege to enter upon the FDG Property, at their own risk and expense, to inspect, examiaao, survey and porforaaa such tests, inspections, studies or other evaluations of the FDG Property as the City array deem. necessary in coaajunctiola with the City's acquisition of the FDG Property, including, but not limited to, a. Phase I and/or Phase II onvironmontal audit, an engineering feasibility study which may include topographic surveys, core borings, groundwater testing, soil test pits and load boaring tests, as may be required by the, City to determine the physical characteristics of tho siilastrata of tine FDG Property. Within ten clays of the arfective Date, FDG shall provide the City with all property information in FDG's control including, -but -not linjited-to environmental rgWts,-tido reports, - -- surveys, permits, approvals, and leases, If tine City terminates this Agroement or fails to acquire the FDG Property, tine City shall restore the FDG Property to its original condition and shall indemnify aaad 'hold. FDG harntless ft•om and against any and all olahns, costs, expenses and damages to persons and/or property incurred by, through, or out of the exercise of such Privilege. The City's obligation to indoinnify FDG set forth herein shall survive the Initial Closing Date or Closing Date, as applicable, of this Agreement or the termination of this Agroenacnt. Nothing herein shall be construed as a waiver of the City's sovereign immunity, Nothing heroin shall be construed as consent b the Cit to be sued b third artim Prior to performing any inspections the City shall -Y Y y p provide evidence to FDG that: all consultants or contractors conducting inspections carry commercial general liability insura.aioe insuring its activities with coverage in all amount not less than $2,000,000 per occurrence, and all such policies shall be written oil an occurrence basis and name FDG as an additional insured, which insurance shall be reasonably approved by .tho Director Of Risk Management, and such coverage shall be kept in place until the Initial Closing Date or Closing bate, as applicable, or earlier termination of this Agreement, Notwithstanding anything contained heroin to the contrary, iaaspoetioaas by AAF; FDG or the City (oach an `Inspecting Party'') shall be subject to the following terms and conditions; (a) At a Panty's request, the other Party shall provide a copy of any report ar otlaor Information, other than an exempt reoord, produeod as "result of any inspeotion within 5 days, (b) Each Panty may have a representative present at any inspeotlon, including, without limitation, an envirorarnental audit. (c) Each Party shall make any request to the other Party to conduct an inspection of the City Property or FDG Property, as applicable, at least 24 hours prior to the proposed time for the conduct thereof, which notice shall specify the typo of inspection to be conducted by such Party, (d) If a Party performs invasive onvirOn" Ontal testing (such as drilling or soil or 9voundwater testing) or a Phase II environnaeratal audit, both Parties shall both receive copies of the report compiled by the contractor, In the event the Phase II audit reveals ally condition that, shall .irag to applicable law, must be reported to a governmental authority, them acquiring party shall allow the conveying Party or its agent to male the initial contact with such goverlunontal 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 tinge during the Inspootion Period, to tornlinate this Agreement for any reason that AAF and/or FDG, 4s applicable, dooms appropriate, Upon delivery of writtan notice Of termination to the City during the Inspection Period, this Agroomont shall terminate and all the parties hereto will have no farthor rights or obligations hereunder except those mentioned heroin that speeifzoally survivo termination. The City shall have the right, which maybe exercised by delivering written xaotice to AAF and .FDG at any time during the Inspection Period, to ternaitsa.te this Agrcomezat fbr any reason that the City deems appropriate, Upon delivery off written notice of termination to .AAF and. PDG during the Inspection Period, this Agreement shall torminate and all the parties hereto will have no further rights or obligations hereunder except those mentioned herein that specifically survive tornlination, 7. Condition of &oYrerty, The Parties understand and agree that they are acquiring the City Property or the FDG Property, as applicable, In an "ns Is where is" condition with all faults and Without ally representation or warranty on the part of the conveying Party except as otherwiso specified heroin, F,ach .Patty is solely responsible :for obtaining all necessary development approvals from goverrimont entities, Neither Party represents that ally governrnent approval has been given Cor 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 n7al<e ally 1110diflcations t"110 City Property as a condition to AAF's or FDG's, as applicable, obligation to close, The City represents and warrants to FDG that the City is relying solely upon its own investigations and inspections rnado during the Inspection Period, and as a result FDG shall not be obligated to make any rnodifloations to the FDG Property as a condition to the City's obligation to close, 8. Varve of City Prorrorty Ind Tlf7o Review, S,1t-InsWithin forty-five (45) days after the 116octive Date (the `°Title and. Survey Doadline"), AAF and F.DG shall obtain, at AAF's or FDG's expense, a boundary survey of the City Property Prepared by a licensed, Florida laxed surveyor in accordance with Florida minirnum technical standards (tele "Survey of City p opecty'°), The SUrvoy of City P; porty shall be cortiiled to AAP or FDG, the City and pitle Insurer, as dofmod in Scctiorn 8,2 hereat; lied shall describe am overall metes and heralds legal description of the City Property and show the, total area of the City Property to the raoarest square foot. *Upon receipt of the Survey of City Property, AAF or FDG shall provide a copy to City, 8.2 a' -10 I11811rarace. Prior to the expiration of the Title and Survey Deadline, AAF or FDG may obtain an owner's title insurance conar11iftmo at with copies of all onoptions and attachments thereto (the "AAF and FDG Co�aanaitrlaent,,) frozna First Ararericara Title InsuranceCotaapany, as title insurer ("Title Tlaszacer>'), at AAF's or FDG's exponse, which. commits to insure AAF's or FDG's fee sinxple title to the City Property in an anaourlt acceptable to AAF or FDG, as applicable, Title Insurer shall cornrnnit to issue an Owner's title insurance policy to AAF' or FDG, as applicable, within sixty (60) clays following the date of Initial Closing az• Closing, as applicable, insuring AAF's or FDG's foe siznaplo title to tine City Property free and clear of all liens and cnolambrances except (i) those exceptions not objected to by AAF or FDG under the provisions of Section 8.3, (fl) diose exceptions created. by AAF or :FDG, and (ii) those City Property Title .Defects, as defined in Section 8.3, which the City is unwilling or unable to cure in tine event AAF or FDG does riot terminate this Agreonaent pursuant to lon"Seotion 3 (the 49Git Eept)xcy Propert�ernYittocl . - _— �• 8.3 AAF's and FDG's Rovie v. AAF and FDG shall have fift;eeza (l5) days after its receipt of the AAF and FDG Conuaaitnaent and tele Survey of City Property, to examine the Survey Of City Property and the AAF and FDG Comranitinent and to notify the City in writing of any defects in title to the City Property ("Cita Propez_ tv 10 Defects") Defects"). Tile City shall not be obligated. to rornody or remove the City Property Title Defects, If the City is uzawilling or unable to remedy all the City Property Title Defcots, the City shall deliver notice thereof to AAF and FDG within toil (10) days of'roccipt of AAF's or FDG's notice of the City Property Title Defects. Upon recoipt of notice fr°one the tally fleet it is a.rawillirag or unable to rezxnedy all of the City Property Title Defects, AAF az FDG shall tiler have tlso olation_of either; (i) -providing -tele -City znotie of its eleotioza to - - terminate this Agreoznent no loss than. five (5) Business clays prior to Initial Closizag or Closing, as applicable, whereupon both parties shall thereafter be relieved of all further obligations under this Agroonioznt which do not specifically survive its termination, or (ii) taking title as it thein exists without chaznging the obligations set forth in this Agreement. If AAF or FDG does not give notice to the City of its intention to terminate the Agreement at least five (5) business clays prior to Initial Closing .Date or Closing Date, as applicable, AAF and FDG shall be deemed to have waived its tight to terminate the A.groo naent pursuant to this section, Notwithstanding the foregoing to tine contrary, 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 U� t� c,f Titla Cornnxnitnaent and Suave Pa•iar Ta Clasin� AAF and FDG shall have the right to update the AAF and F.DG Cananaitxneznt and period Betwehpeconeriod Surf City Property during the azacl lira Initial Closing Date or Ceasing Date, as applicable. Ira the event Haat ally such aipdatp discloses any additional title and/or survey matters that were not slnowza. ern alae AAF and IDG Comranit:mont azad/or StYrvey of City Property, as applicable, whiola either (i) vendors title umnarlcetable according to the aplalicablo title standards adopted by the authority of Thd Florida liar, or (ii) materially and advorsely affect AAF's and FDG's intended use of the Property in AAF's and FDG's eomrnevoially reasonable discretion, AAF or FDG shall give the City written rrotiCe Of wily SlICl1 raaattgrs within five (�) days after AAF a1' FDG receives notice tllergat', but in no event later than the Initial Closing Date or Closing Date, as applicable (the "AAF or FDG Objection,Nojkc "), otherwise AAI' and FDG shall be doomed to Have waived its Fight to give an AAI' or FDG Objection Notice for such title 11lat:ter City shall thereafter have pgrlod of tela (10) days fr'On1 receipt of all AAS' or FDG aObjootiion Notice to cure such platters and to the, extent tbat srtch toil (10) day time period would gxph'c beyond the Initial Closing Date or Closing Date, as applicable, shall be autonlatically extgilded to flue date that is terx ('10) days following the expiration such torr (10) day period; provided, however, In no event shall the City have any obligation to cure or remove any title matters oxeoP those rllongtaxy excoptions created by the City's acts as sot forth above. If the City is unwilling to olive such title platters within such 10 -clay period, AAI:' or FDG will have, a period of five (5) days thereafter ii1 which to elect, by written notice to the City, w'1lethcr to; (i) waive the unsatisfied title unci/or survey platters and complete the purchase of the Property subject thereto, without reductiaal of the Bxohango Price, if applicable; or (ii) termipato this Agreerxrerlt, whereupon AAF, FDO and the City shall be released of all obligations hereunder that do not expressly survive termination of this Agreernont. If AAF or FDG fails to nialce art election within suc11 orale Period, AAS and FDG will be deemed to have elected waive such title and/Or survey matters, all of which shall be deemed to be the City Property Permitted Exceptions horouncler, 9.trrvev of FDC P'iopcx ty nracl Title 1evinw. 9,1 �__'rvO' . .Prior to the expiratiarl of the Title and Survey Deadline, FDG shall obtain, at IDC7's expense, a boundary survey of the FDG Property prepared by a licensed I+larlda land surveyor in accordance with Florida rxriniralurn technical standards (the "Survey of FDG Pro q ") Tile Survey of FDG Property shall be certified to FDG, t11q City and Title Ipsraret' and shall describe an overall metes and bounds legal dcsoriptioia of the FDG Property and show the total area of the FDG Property to the nearest scluaro foot, Upoi1 receipt of file Survey of the FDG Property, file City shall provide a copy to FDG, 9.2 Title Insurance, Prior to the_gxpiratiorl-af'the Title and Survey Dgadlize� I DG shall - - (the, "City ap owner's titla insurance comn"tnlcnt with copies of all exceptions and attachments thereto (elle _C�iaamit�llei4") from Title Insurer, at FD G'8 expense, which commits to insure the City's fee simple title to the FDG Property it, 'the amount acceptable to the City, Title Insurer shall corllrnit to issue all 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 foe simple title to the FDG Property free and clear o_('all lions and encumbrances except (i) those exceptions not objected to 'by the City under the provisions of Se tip ion 93 and (ii) those FDG Property Title Defects, as defined in ?QCti0n 9,39,3, which FDG is unwilling or unable to cure in the event the City does not terminate this Agreement pursuant to Seater (the "FDO G Property P_eUitted I xagptions"), 9.3 C't 's I2gvic . The City shall have fifteen (15) days after its receipt of the City C'anlnlitnlgnt and the Survey of FDG Property, to exainir1e410 Survey of FDG Property and the City Commitment and to notify FDG ill writing of�any defects in title to the FDGProperty ("F1JG Pznpgrty Title Degais"), FDG shall riot be, obligated to remedy or remove the FDG Property Title Defeats. If FDG is unwilling or unable to remedy all FDG :Property Title Defects, FDG s11a1'1 deliver notice thereof to the City witlairl tela (10) clays of receipt of the City's notice of FDG remody Title Defects, Upon receipt of notice froin FDG that it is either unwilling or unable to reralgdy all of the SDG Property Title Defeats, the City shall then have the option of either: (i) 6 providing FDG notice of its election to tcrmhiatc this Agi'cernont no less than live (5) business days prior to Closing or (ii) tal�irig title as it then exists without redaction in the Exchange Price, if applicable, If Clio City does not give notice to FDG of its intention to terminate this Agtoornerit at least leve (5) business days prior to Closing, Clio 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 lions, other .liens and judgments, and past duo taxes, 9.4 Update of Title Co nrnitti7ert and Survey Prior To Closing The City shall have the right to update the City Colinnitmont 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 rnattors that were trot shown on the City Cominitrnent and/or Survey of :PDG Proporty, as applicable, which either (i) renders title utunarl(etable according to the applicable title standards adopted by the authority of The Florida Bar, or (ii) materially and a.dversoly affect the City's intended use of the PDG Property in the City's reasonable discretion, the City shall give FDC. written notice of any such matters within give (5) drays after the City receives notice thereof, but in no event later than the Closing Date (the " C�Obiectiall Notice"), otherwise the City shall be deemed to have waived its right to give a City Objection Notico for suoh title matters (if any), FDG shall thereafter have a period of ton (10) days fi.,omii receipt of a City Objection Notice to cure such matters acid, to the oxtent that such ten (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 ten (10) day period; provided, however, in no event shall FDG have any obligation to cure or ienxove any title matters except for except those nionotry a exceptions created by FDG's acts as set forth above, If FDG fails, is unable or unwilling to cure such title matters within such 10 -day period, the City will have a period of Live (5) clays thcroafCor in Which to cloct, by written notice to FDG, whether to; (i) waive the unsatisfied title and/or survey matters and complote the exchange of the City Property for the FDG Property subject thereto, without reduotion of the obligations set :forth in this Agreement; or (ii) providing the Citynotice of its election to torminate this Agroornent, whoreupon FDG amid the City shall be released of all obligations hereunder that _do -not -expressly survive termination -of this Agreer�aor t. I'f the City :fails to make an election within such tune period, the City will be doeinod to have elected to waive such title and/or survey matters, all Of which shall be deemed to be FDCT Property Poi'mitted Exceptions hereunder, :10, AAI{' )Public Benefit Contribution, At Closing, AAF shall contribute, in•lump suns, in cash or by its equivalent, to the City an amount equal to five hundred thousand dollars (; 500,000,00) for the publio's benefit to be used towards the acquisition or developmont of the fire station proposed to be constructed on the FDG Property ar similar public project in the area, This Public Benefit is - conferred contingent on the occurrohce of the Closing but not: based ors any other coritingericy and is not to be offset against any municipal toe, charge, assessment, imposition or levy which is imposod by operation of law, H. Coudltlops Precedent to Closlrr , 1.1,1 Conditions to AAF's and. FDG1 Closes, AAF''s and. FDG's obligation to close this transaction shall be contingent on the City's full perforinance of all of their obligations under this Agreement and AAF's and FDG's receipt of reasonably acceptable evidence of the continumng 7 accuracy of 411 of the representations and warrantios or covenants of the City as sot forth herein and. completion of the Plat process, 11,2 Conditions to City's Closing The City's obligation to close this transaction shall be contingent upon AAF's and FDG's frill perforinarnce 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 FDG property to be zonod CS for park space, -and the City's receipt of reasonably acceptable evidence of the continuing aoctxracy of all of the representations and warranties or covenants of AAF 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 Comprelnensive Neighborhood Plan, 12, Bi-okorage (onannissionn, Each Party represents and warrants to the other Parties that it has not dealt with a broker, salosman, agent, or other person in connection with the transactions contemplated by this Agromnent, including the exchange of the City Property tar the .PDG Property, The foregoing warranties and covenants will survive delivery of the Gleed or temaiiration of this Agreoment, as applicable, 13, AA.F's _ c nresonntatloris a nd Wnr aYnt es, AAF hereby represents and warrants that as of the date hereof; 13,1 AAF is organized and in good standing 4undor the laws of the State of Delaware. 13,2 AAF has the full right, power and authority to enter intothis Agreennent and AAF has the full right, power and authority to carry out its obligations horounder and the execution and delivery of, and the porformanco of all obligations under this Agroemont by AAF docs not and will not require ally cornsent or approval of any person or entity other than AAF. _13,3 -Therare noactions,-suits--or-proceedings pending or -to- the -lrnnowledgo of AAF-- _ - - threatened against or affecting AAF that would impedo or otherwise impair its ability to perforin its obligations under this Agreement, 13,4 The represontatiorns and warranties contained in this Agrocment shall be true and correct as of filo Closing Date ill all nnaterial respects and AAF shall, at Closing, execute a certificate to such of -foot, The roprosentations and warranties set forth herein shall survive Closing. 14, JCWs ](�ca� esezAtaiicnn,s annd `4Vairz axaties, FbG hereby represents and warrants that as of the date hereof. 14.1 FDG is organized and in good standing under the laws of the State ofDolaware, K2 FDG has the full right, power aind authority to axchaingc the FDG Property for the City Property as provid.od[ in this Agreement and FDG has the N-11 right, power and authority to carry out its obligations hereunder and the execution and delivery of, and the performance of all obligations under this Agroeinnent by FDG does not and will not requiro any consent or approval of ainy person or entity other than FDG, 143 There are rio actions, suits or proceedings pending or to the knowledge of FDG threatened against: or affecting F{'DCY or the IDG Property that wortld i1j1pede or otherwise impair its ability to porform its obligations tuid.or this Agreement, 144 The representations and warranties eont:a:inod in this Agreement shall be true and correct as of the Closing Date in all material rospects and FDG shall, at Closing, execute a certificate to such effect, The representations and warranties set forth herein shall survive Closing, 15, City's IdODresorxtatiorrs m,! Wtirraudes, The City hereby represents and warrants that as of the date hereof-, 15.1 The City has the f1r11 right, power and authority to exchange the FDG Property for the City Property as provided in this Agreement and the City has the full night, power and authority to carry out its obligations hereunder and the execution a.nd 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 throatenod against or affecting the City or the City Property that would impede or otherwise impair its ability to perforin 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 certificate to Stich effect, The representations and wa.rrantlos set forth herein shall Survive Closing, 1G,-02,91119, With respect to City Property North and the Crossing Easement Agreement, tine consummation of that portion of the transaction contemplated hereby (the 11nitial Closing") shall take place within thirty (30) days of the Effective Date (the "Initial Closira�"), The consummation of the trailsactiori-conteruplatod-lioroby-forthe-exchange of the -City Property -South for the FDG Property (the "Closfn°") Slee(( tape place on the earlier of E fteon (15) .days after the Now Roadway is eomploted and open for trafflo or March 1, 2017 (the "_Qlosing^D�te"), If the Initial Closing tabes plane, bu.t the Closing does not take place on or before December 31, 2018, as may be extended by the parties (the "Deadline"), AAIB shall pay the City, within live (5) business days, the fair marl�et valuo 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 d.etormined by ala appraisal process as prescribed by City of .Miami City Code, 17, )Delivex 0 at the Rmhangre Closing. If this Agreement has not been torruinated by a Party, on or before Initial Closing or the Closing, as applicable, tho 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 door"( for the City Property North (the "City �roperty North Deed") sufficient to permit the Title Insurer to insure title in AAF as provided for in Sectlo�i 8,2 above, subject only to the applicable City Property Permitted .Encumbrances, (b) The City 811411 deliver an affidavit in form reasonably satisfactory to AAF and the Title Insurer, evidencing that there have been no iznprovezuonts 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 andcontent to cause tile'Title Insurer to eliminate any exception fox° rneclranlcs 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 puiposcs of Section 11.45, Internal Revenue Code and such Other certifications as naay be suffielent for the Title Insurer to insure the "gap" at the Initial Closing. (c) The City shall d.elivcr possession of the City Property North to .AAP, (d) The City shall deliver a recordable Crossing Easement Agreement suffieiont to permit the Title InsUf0r to insure title in AAF as provided for in Secti� 'on 8,2, above, subject only to the applicable City Property Permitted Encumbrancos, (e) Any . and all other documentation as may be reasonably required to consurnmatc the transactions contemplated in this Agreement for the Initial Closing, 17°2 At the Closing, the following shall be delivered; (a) The City shall deliver a recordable special warranty deod (the "Cit I xclaango Dee(") sufficientto perniit the Title Insurer to insure title in PUG as provided for in Section 8,2 above, subject only to the City Property Permitted Encumbrances, (b) FDG shall deliver a recordable special warranty deed (the " FDG_Pxcl�an Deod") sufficiont to permit the Title Insurer to insure tittle in the City as provided for in Seot� io9,2 above, subject only to the PDG Property Permitted Enoutnbrancos, -- - -- (o)--- The City shall cioliver an -affidavit in f"Qraa roasonably satisfactory to P C and the Title, Insurer, evidencing that there have been no improvements or repairs made to the City. Property South within ninety (90) clays proceding the Closing bate, except as otherwise disclosed to FI)G and Title Insurer in writing, and sufficient in form. and content to cause the TWo Insurer to OhMinato any exception fbr mechanics liens from the title Polley. Such affidavit shall also ovidonco that the City is in sola possession of the City Property South, and shall contain a certification that the City is not a foreign person for purposes of Section 144.5, Internal Revenue Code and such other certifications as may be sufficiont for the Title Insurer to insure the "gap" at Closing, (d) PDG 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 tlro FDG Property within ninety (90) clays 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 tlxe title policy. Such affidavit shall also evidence that FUG is in sole possession of the PDG Property, and shall contain a cortification that FDG is not a foreign person for purposes of Section 1445, Internal Revenue Code and such other certifications as may be sufficlont 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, (fj Any and all other docunncatatioa as may be -reasonably required to consummate the transactions contemplated in this Agreement, All documents to be delivered by the City shall be sighed by the City Manager and shall be in a legal form acceptable to the City Attorney, 18, CXosiaia Costs, With respect to the transactions contemplated herein, AAT' shall pay for (i) recordirig :fees and, documentary stamps with respect to the City Property North Deed and the Crossing Easement Agreement; (ii) Owlno?,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 certifications, if any; (iv) till costs of RAF's inspections hereunder; (v) AAF's attorney's fees; and (vi) all ,costs of financing for AAF's purchase of the City Property North, if any. FDG shall pay for (i) recording fees and documentary stamps for the conveyance of tho City Exchange Deed; (ii) Owner's title insurallco policy premium and related title search and commitment fees with respect to its acquisition of the City property South; (Iii) the Survey of City Property South and surveyor certifications, if any; (iv) all costs of FDG's inspections hereunder; (v) F.DG's attorney's fees; (vi) all costs of financing for FDC's purchase of the City Property South, if lily, (vii) recording fees and docuil o ntary stamps with respect to the FDG Exchange Deed, (viii) Qwner's title insurance policy premium and related title search and conuuitment 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 foes, All parties acknowledge that the City is exempt from paying documentary stamps tax, Taxes and other customarily apportioned items shall be prorated or apportimiod as of Closing and in accordance with§ 196,295, Florida Statutes (2014), if the Talc Collector will not accept Payment of taxes prior to its due elate, the :Escrow Agent shall hold the estimated taxes for the current year in its tiatst account and shall be obligated to pay the taxes as soon as payment call be made, FDG is responsible for paying all prior and current taxes diroug tln.e elate of closing _nd agrees_to indemnify _and -hold -the -City -harmless -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 communication that any party is required, or may desire, to give to or malce 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) certified mailofthe 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 LI,C 2855 S. L,eJoune Road, 4"' Floor Coral Cables, Florida 331.34, Attention; Brian K onberg Email: britln,lcrolaberg@allaboardflorida,conn With a copy to; Florida East Coast .Industries, LLC 11 2855 S, Lereune Road, 4t,' Floor Coral Gables, Florida 33134, Attention, Kolloen Cobb Errrail; kolleen,cobb@feoi,com To AAF; FDG Rail Holdings 25 LLC 2855 S. LoJeuno Road, 4"' Floor Coral Gables, Florida 33134 Attention; Brian Kronberg Email; barl,lgojnbcr p._liabc>ar�df[eri, a,corra With a copy to; Florida East Coast Industries, LLC 2855 S. LoJmme Road, 4(" Floor Coral Gables, Florida 33134 Attention; Kolloen Cobb Email; kolloon,cobb ct Cooi,com To the City; Daniel J, Alfonso City .Manager City of Miami 44.4- SW 2111' Avo, l o", Floor Miami, Florida 33130 With a copy to; Viotorla Mendez City Attorney City of Miaani 444 SW 2"" Ave, 91" Floor Miami, Florida 33130 To Esopow Agent-, MrstAmerican -Title, -Insurance-CojT)pany -- - --- - Southeast Financial Center 200 South Biscayne Boulovard, Su.ito 2930 Miami, FL 33131 Attention; Keren Marti Notioe shall be deemed givers when received, except that if delivery is not accepted, Notioe shall be doomed given on the date ofsueh r err -acceptance, 20, Romodlm In the event that AAF or FDG, prior to Closing, :fails to perform any covenant, agroomont or obligation hereof as provided heroin, or In the event that there is any broach or failure of any warranty or representation by AAF or FDG prior to Closing, thon the City -,nay as its sole romedy treat this Agreement as being in full -force and effect with a, right to all action for speolho performanco, The, City waives all other renledios that may be available to it at law or equity for brcachos occurring prior to Closing. In the event that the City, prior to Closing, fails to perform any covenant, agreomont or obligation hereof as provided heroin, or in the event that those is any breach or failare of any warranty or representation by tho' City prior to Closing, then AAF or FDG may as its sole remedy treat this 12 Agreement as being in hill force and effect with a. right to all aetion for spoo..11c perfolInance, AAF and/or FDO jointly and severally waive all other retnedios that may be available to it at law or equity for breaches occurring prior to Closing, Each party shall bear their own attorney's :Cees, 21, ESex•ow, (a) Duties, Ey joining in the execution of this Agreement, Escrow Agent agreos to comply with the terms hereof insofar as they apply to Escrow Agent, Upon receipt, Escrow .Agent will hold the documents and hinds delivered to Escrow Agent pursuant to this Agreement in trust, to be disposed of in accordance with the provisions of this Agreement, (b) zrldexnnity, Escrow Agent will not be liable to either party except for claims resulting ,[from the gross negligence or willful misconduct of Escrow Agent, If the escrow is involved in any controversy or litigation, the parties hereto will jointly and severally indemnity and hold Escrow Agent free and harnaloss 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 detej.rmined that such controversy or litigation rosulted :tl•onl Escrow Agent's gross negligence or willful 111isconduet. If the indemnity amounts payable hereunder results 1ifom the :Gault of AAF, FDG or the City (or their xospectivo agents), the party at fault will pay, and hold the other party harmless against, such amounts, '(c) Withdrawal, No party will have the right to withdraw any nhonies or docunhents deposited by it with Escrow Agent prior to the Closing or termination of this Agreement except in accordance with the terms of this Agreement, Escrow Agent will not be responsible for any delay in the electronic wire trallsfer of funds, (d) _Disbursement, In the event of any disagreement between the partios horeto xosulting in c,oliffloting instructions to, or adverse claims or dcniands upon the Escrow Agroenaent, or if a written objection is filed with Escrow -Agent, or Escrow Agent-othcrwisa is -iia doubt as to its duties, - --- Escrow Agent may continue to hold the funds or documents in escrow Emil the matter is rosolved either by joint written direction from the parties or by the Circuit Court having jurisdiction of the dispute or the Escrow Agent may intorpload 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, Escrow Agent will be entitled to recover its reasonable costs and attorneys' fees through appeal, 22. State. Requil gd Disclostire, The following disclosure 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 accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over tinge Levels of ration that exceed fcdoral and state guidelines have been found in buildings in Florida Additional information regarding radon and radon testing may be obtained fxoin your county public health unit, 13 23, GoyMI Law, 'Phe parties hereto expressly agree Haat the terms and conditions hereof, and the subsequent porformaaaoo hereunder, shall be construed and controlled in accordance with the laws of the State, of Florida, 24, ,1Jndre Agrgernent, 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 herein, shall form any part hereof or be binding ".poll the other party hereto. This Agreement shall not be changed or modi.fwd except by written instrument sided by the parties hereto, 25, Further Assurances. Each patty hereto shall, from time to time, execute and deliver such further instruments as the other party or its counsel may reasonably rogaest to f('ectuato the intent of this Agreement, 26, CU) o"s• Captions used in this Agreement are for convenience of roforenco only and shall not affect the constmotion of any provision of this Agreement. Whenever used., the singular shall include the plural, the plural shall include the singular, and the neuter gender shall include all genders, 27. AS-Sk"j nent Neither Party may assign its interest In this Agreement without the rior written consent of the other Party, which consent may be granted or withhold in such Party's, sole and absolute discretion; provided 'however, AAT' or FDG may assign its interest in this Agroeraaent to an 1najorlty owned affiliate, defined as can affiliate that has the same indirect parent company, or ono Haat shares at least 75% of the corporate make-up, without the prion written consent of the City sa long as the City receives an executed assigninOnt and assuanption of this .Agreement in form' reasonably acceptable to the City at least five (5) business days prior to Closing, 28, T nue is of tjie Essence, Time is of the essence of this Agreement, If any date referenced herein falls on a Saturday, Sunday or legal holiday, thon such date automatically is extended to the - - -next business day,- - - - 29. No Recoaftn . Neither party may record this Agreement or any 1aaemoranduna thereof, 30. Goyernhia Law: Venni), This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of State of Plorida, The Patties hereby Irrevocably submit generally and unconditionally ;for itself and in respect of its property to the jurisdiction of any statc court or any United States federal court sitting in Miami -Dade County, Florida, - 31. &airroz• of Juzy i xnj, The Parties hereby laaowingly 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 'FITNESS WII E P OF, the parties hereto Dave executed this Agreement as of the dates written below their respoctive naaaacs, SiLmod, sealed and delivered I{JDCYt iia alae presonce of. Witnesses as OFb'G - —� ju � cA 4-MArw Si d 1 d FDO Rail Holdings 25 LLC, a Delaware titaaited I' bility company K li • en C obb, Vice President Date; 0� 6M., sca e and daiivered AAF; in the presence of; All Aboard Morida - Operations LLC, a Delaware I'mitea liability coiaaparay M ku Koll n Cobb, Vice Pi,esidont -w Dated Witnesses as to AAP —•- —..� [S'ignaturos continue on noxa page] 15 AGREED TO AND ACCEPTED -Executed by CITY OF MIAW, it Ynteaxlcipal corporation of tlxe State of Flovida By: ]Daniel J. Alfouso, City Manager )Date: ATTEST: '.Codd B. Hannan, City Clerk AP 7R0VPD AS TO FORM RISC' NESS: orIa .:cSndez ity Attorney rg 16 JOINDER Escrow Agent 1lexoby joins in this :Agroament for tho sole and exclusive ptiYrpasc of evidencing its We0111011t to elle provisions of Sections 8,2, 9,2, 17, 18 and 21 hereof, RSCROW AGENT: First American Title )CnNui-ince Cozlal)azly By:_ Print Namot As its; 17 EXHIBIT DESCRIPTION 01+ CITE PROP RTX SOUTH A I 1 11 1 M ..11,? �G�11 � ! I • III it � 9i*IIG-al �' d�k�,ul„ I .,.�.w'i'i� ��.,. �.� �w...�•I».,.,...�«�crs�-�,,,�,��wr; I 1 `r �� 4yw � �.i ,i Misr w • Y ,,.. ..��qll�� ••IA���i\'.1 Dµy AG., 6111 .p� EXJJIBJTB 12ESCIZIPTIONOff' CXTV.PROP -tilIly_NogTH (TRACTS F&G WITH -Rli',SERVATION Or' AIR RIGI-118 L:)VER 100 J+ � ET NW S"H ST 9. � EXHIBITC DE SCRIPT JON 01" FDG PROPERTY i mi, G I.'zoporty _...I �ax�+wkr�sn�+eryntR;i�rer�rmwrauc�,vri„5 ' NW Oth ST xistilho Roadway Now Road EXH113111 F 9=qmymA�'lON . .... ........ 1 NROW Vacation RUI AL E.STATE PURCHA.SH. AND EXCHANGE AGREEMEN J.' THIS REM.i HSTA",t% PURCHASE AND EXCHANGE"A rooaatorx ") is made as of the day of, .2015 (flan 44, botwoou FDG Rall Holdings 25 LLC, a Delaware limited liability company Florida, — Qper'atloiu LLC, a Delaware limited Itability com away ("A ?0) Florida municipal oorporalion (tho "Clay'>) rw, ASS', aad the City sha it "Party" and oollootivoly, as tho'Tartios", WITNES"SE'TIL: A:.G ZT+',1Vi;ll',NT (tho Y DAM'),by anl O11), All Aboard ity of Miami, a ouh- N roCerred to as a ;� caaasid:oratinta of tlaaaaautaal uraGlortalcitags aF filo partial at fc�rtls iaa this A.g;toetxxerat and of othw valuable oonsidoratioaas, the rocolpt and str.L'fi:cieaaoy p-1 la the partles hereby acknowledge, the•partios.•hereby agree as Follows; a, ON Yropevtv to he Fxohatxrged. The City is the . nor in foe simplo of Haat coitain parcol of property, ootatahaiaag• approximately •0,x'0 a,cTo o, located n .Miami-Dado County,. �'lnA(Ia, as more particularly described oil {� 1' x .attaolwd hereto lel ar►.ado apart horoof, togothor with all appti i,araarrcr,s, horeditaments and itnp�ro'vemonts locat cl thereon (fixe "Cit Sero aorta oattl >'), The log -at doscriptioax prowidod. oaa tho Survey of City roperty (as cl.o;(laaud In ;Sootion 8A of this Agreement) shall dofine the CityRroporty.for all p rposes of this Agreomont, The City is also alae owner in Bee sbuple of that certaita partaol ofprop aty, contalning approximately 0,32 awos, looated in Miami -Dade County, Florida, and. idoaatlfae as folio mimber 0.9.-313,6.0'00-0090, as more particularly dosoribod oaa hxh bit B attaolaed h-voto and naade a part horoof ("ftaots F&G"), Tho City will oiaehange Tmots F&G., subject •to a re ery dlon of air rights •above 1.00 feet,(" Pio e NQi 1x") togothor with the City Pilo,perty S.01at , (colloctively t'hoport "). Notwitlastand:hag the ohango in. taco mannor aa which the City roporty or Tracts- F&.G are dowrtbod., fixe hdont of the City is to convoy the, properties doscribod ' . Exhibits A. and Bl 2, l+DG P rope ty to bo• Rxphfau 0", IiDG is the awaaor fil fee s:inTple. of that Oodain parcol of Property, cnaatahxiag approxw ately 0 0 aeras, locatod 1a M:Iaanl-Dade, County, FloAdfa, as mow particularly dowrlbo.d an laxbit C attachod horoto and macl:e a part heroo.f, togothor witfl, all appurtoaaanoos, horeditamonts and iaa pro�vomouts located thoroon (tile �` 'DC• 1'a�Wa "), The legal doserlptioaa'(s) provided on alae Sy� voy of T-00 Rvolaarty (as do-Baaed lira ect:aon 2 . o:f` this Agreetnerat) shall d.ofino the FDO Yroporty for all purposas of this Agroomorat, 3, Ca ossing E+usew(-mit ce are t, `fixe City horoby grants to AAF vtnd its asslgaas the right to cross curtain portion o�f NW $ ' Street '("E istiaag Roadway"), inoludhig subsarlhoe rights and air rights lap to one hundred (1'00 Foot as showaa in �alxibi , attaohed laoa�aCo aaa�l .made apart horoof; for purposes of iaacl�Yding, bu.t not limited to, aonstrueting, opo ating, and nmintairalag. tall iaa[iastructare itacicxdiaag a r nd •grado oro.ssiaa,g, IwAallation of°sigias, pipoliaxes and/o:r communication cablos, ower, under and a Ws the Existing �:oadway (the ``, o sial L<soir�oiv Alt' D using Agroomotat dial •tae Jia'a foraaa satF�aie.taC to powilt tlau Title Insurer' to hisare titlo in AAF, in the Croming Easoment greem:ont as providod :for in _Seoul abovo. AA1� and tine City agac�o Haat the Grossing Ease) vont Agroetno•tat shall contain the insurance provisions. s.ot forth iaa Haat oertain Aorial• F=,4, ei or C to'bo entered pato 'by D'1' kfiaini LLC and tho City of Mianai for oasomonts ovor NX5111Strout and. M.W. 6"' Street botwoen NX, l"t' A.vonue and Miawi-Dad,o County ctroRall North Corridor Right of Way and notod on tho Nut of Flaglor Grata Coatral Statinn as recordod it Plat Book 170 page 4.1 of the pu.blio R000rds ofMianaiwDado County, Florida, Further, AAI'' shall use canaraaercially roasouablo efforts to obta,i'n Florida Dast.,Coast Railway, L,L,C,'s (4`FECR°') ag'reornont as 'to the looa;tiota a'.f FECR's .oasoraaont across tho Existing Roadway and ITC, CR's ggroornw to wallo its right to relooate tho oasoraaarrt in tho lltture, 4. arlwrr Construction. During the Inspoodora. Period, tho ' City and FDO ohall work together to conceptually design NW 1"t' Avenuo 'betwoon NW 1s` S'troot and NW 2," `I -Stroot ('%&W oactmay") substantially. in accordanoo withxlailf>i' �{ attached hereto and naacle a part heroaf FDO shall, at its cost and expenso, dosign and mastnwt -the Now Roadway, in aconrdanco with tl a City Codo, The Now Roadway oonstruation is o8tlmatod. to :aoramorace on or about 5optembor 1, 2016 and be ooraaploted and open for zaorraaal -operation on •or about Iular.oh 1, 2017, of i y adqu.Platflnfx and Ent tlement , 5,1. The City and FDG shall Me and prooess, at FDO's oxporrso, the appiicatiorxeguirod in order to roplat (the 4Plat Process",) 'the City Proporty and Traot A of VLAOLE,�> GRAN CENTitAL STATION, according to the plat thoroof, as recorded. ua Plat Boole 170; Pa 4.1,. of the Public R000rds of Niiaraal-Dario County, Florida, (togetb',or, the "R000nfl-guyed Spot") Which would inoludo •Cho vacation, at no additional oost to -FUG, of the right of way f'ocatod witl n, bisecting or between the parcels constitating the City I'roporty, as daploted ora ',, lei alt Iohod hereto and made a part hereof, MCI's obligatiora to cioso this transaction shall 'be ooratin,drat upon tho 'City 00111pleting tho• Plat process, Tho -City agrees to -cooperate and facilitate tlarougl) ut tho Plat Procoss, 5,2 Tho City shall cooperate ire. AAF', cQf1'arts to modifq YeRapid Interlooal Agroeraaent botwaon the City and 1vl:iaraal�Da.do County to allow tion expa.nsiorr of t Transit Tom to inludo• tho on(iro "R000nl�lgured Lot, In addition, T�DO:shall contirnuo to aunt the sguaro :footago of the FD G.1 Z'ro.perty a:(ter flee trarrsfor to flee City to caxaalaly with flee grog• r space rcrair,+craaeaat whotlaor^ `�oct o the Catty thmallor corastrw.cts irr�provonaor1ts oaa 'the FD (3, Pro- I. orty, Tlao previsions of this - n 6,2 shall survivo tho-Closing, - - - - -- - - . - G, zrs, ©char , Conanaeraoing ora the,1Coctivo Dato and oxpi ra$ at 6.00 p,na, err the date that is sixty (60) days aper; tlae .('1'ec ivo Dato (tho " las ctit„ Q V , AAF, FDO ani their agents, shall have the right and privilege to crater upon. the City Propert , at their own r°isle and expcaaso, to inspoot, oxaminoo, survoy and. podorrxr'suoh tests, inspootions, studies or otlaor evaluation a1'the City Poperty as ;AAF, acrd FDO may down n000ssary in oonjura iota with AA?s and FDG's aoquisition of the City Property, inaluding, 'but not limited to, a MR g(-1 T anal/or Phsso if onvlromnentat audit, an onginoorirag toasib lity study which may includo tope ° T 111a sumys, core borins, gr'ouradwater tosting, sol'l test pits and load bearitlg toes, M, may br roguhod by AAS' and/or PDO to determine the physloal charactevistles of the substrata of the C, y Property, Withi a ten days ,of the D+ffootive Date, the City shall provido A.A1!' and .FDO wit l all property information in tho city's control lncludhag.,. but not lirr>,atod to, onviTunaaontal roports, thlo, ropo-rt>s, surveys, porraaits, approvals, arad loasos, If AAS" and l; DO t;onnlnates this Agreement or &-fis to putolaase the City I'raporty, AM and/or PDO shall rostoro tho City Property to its origitaal condition, or batter, and shall, ia:ldemrai'fy and hold the City hamloss fcoru arid. agairast any arad all: u1'airus, costs, expongom and ditalagos to p.orsaras arad/or°praporty, iaa•currod 'by, tluougla, ar ar7t of the oxerclse a'sucla, privilogc, AM'sand FDO's obligation to fixte anify the City set ;forth heroin shall survive -tire Initial Closira.g Dato or Cluing Dato, as applicable, of this Agreement; or the torna,ination of this A.groomont, prior to perfarraaiaag any inspootloras, .AAF and/oi{ FDO shall provide ovildenco to tho City that all :oorasrl.ltarats 2 or oontraot'ors conducting axaspoWoas• carry commercial gaaaoral liability inwranoe Insuring its activltles with coverage In an. aalotint riot Ioss than $2,000,000 per'ocottrronco, and all such policies shall be written on an occurmico basis and tho• City as an additional Insured, which irrsuraaco shall be roasona.bly approved by the, Directae ol: Rlslc Manageraaeat, toad snob. coverage shall be k p 1 Taco until the initial Closing' Date or (',losing ;pato, as applicablo, or earlier terraaination �"this Agroomoat, As it rolatos to, City employees accessing th© property, the City is sol:C-lasure fag hist any claim, During such In poctlora ;Bono), tiro City and its agorats shall have, the tight ( (a pri exator upon the FD•G Property, at their own risk and. expense, 'to inspeot, exit alae,, sur por:form such tests, lraspootlons, stud1w or other evaluations of the FDOpro;iler as the c1.eer11 ra.ecessary iri conjunction with tho City's acquisitiolx of the FDO Propi�AbIlity �inctudhig 11- iced to,.• a Phase S 'and/or 1 ha� e 11 onvIvoilmontal audit, an ongineorhagstu'p raaay ilaoltrda6opograpllic survays, core borilags, protrrrciwator� testixi'g�, soil, t �•• faits .anti load tosts„ as way be roquirod by the City to datorrrrino tho physical 0ltara.atarisf cos- of the sttbstr< FDC property, Within tura days of the Effectivo Date, FDO shall provi�,�tho City with all hx:forrnatiot ria FDG's: control includhag, but not limited. to,. envaro xaantal reports, title smveys, permit's, approvals, wid loasos. If the City torminatos this A womant or :Calls to. ac, FDG 1,'z^opotty, the City Shall rostoto the FDG Rroperlty to Its origin, 1 coin t. n and ghttill iti and hold 11DG harmlom `tom and agairxst any and all o1alins,/costs, 'exponsos -alld. ,clang pryos to p•erscsts and/or property hiourred by, through, 'or •out of the exo crap Of' such pr Iv'ilop, `i'h •Clty's obligatlou to incl.orlalaify FF)'G-- sot :forth heroin shall survive tho '11itial Closing Date or-Closirar Date, as applicable, of this Agreement or tho tomination of this groea1x ont, Nothing laoreirl.Will be corastr IZ3 as a waiver 01, t 0 Clty'8 wverdign Immunity, Nounlag heroin shall bo colas,ruea as cunsolat by the City to bo mod by thItcl partlos, Prior to. , orinrraaing any lnspootions, -the pity ,shall provide evwoaloc to R'DG Haat all 0onsuitarats or, ornraotors conducting 1:11spoct•I las varry conal o,mial gonioral. Rability insurance 1mving its ac witlos with coverage Ila all araao-a t not less than ,$2 00.0,000 per and, all suoh policiep 1sl.vall be writtola. ora ari oocraxt nwl. basis and ii �e to Y. orad ty stay bust loot '0111.011 ber,ving a of the the 11e4W1Q ..amu a ij clsJ.W L�_UQ", yyll1V11-111�VQJ.[l it7- [.ti<•ti[L-U(�-T a (711aClAy-El'J� JPOv Cl -thy [no JJ1T'S ctol, of ;Risk maraagomwlt, aald such coverago shall b lco;pt In P1400 until the-1laitial 'Closing Date or Cl Wigg Da.te,'as applicable, or oWlior torfAinatio/Iof'thls Agmemmit, N'otwithstandhag anytllirxg oontaiaed. l rola to the contrary, Inspoctioras by AAF, FDO or tlao City(oaola an "Inspecting Party") sha;ll be sr �jeot to the :following torins and conditions: (a) At a Panty's request, tho other party shall llrovido a copy of gray report or othor Information, other than an exempt reaog ,. pxocluood as a result of a.ray inspection withal S. clays, (b) Each Party raaa;y /rave a, raproseratative� pr.esolat at aray Inspootlon, Ira.alu.ding, without. lirnitatiou, an envlromnental audl, (c) Ear,11 party alai// r , Gtl"�;p e arxy request to. talo other Party to oondu,ot ara Inspection of the City Property or FDG Propert , asphcablo; a least 24 hours prior to tho propowd thole To>x� tlao corlduc�t thereof, which xxotiae hall oai;fy tlae typo of irlspoctio'o. to bo eonductod. by such Party (cl)• if a Patty ,�5or1i'orrxas invasive olaviroaiaaontal testing (,such as clrillliag or srnxl or grottlacl vrctcr: tostilag) ara phaso 11 onylvora.lxxon(al aald.it, both. Parties shall both rocoivo copies 'ofthe toport compiled by the contractor, Ila the. -event the Pbaw 11 audit reveals at1y oondliiola that, awarding to applicable, law, numt be roportod to a ,governmontal authority, then acquiring Party shall allow the caravoyhag Party or its agout to• make the initial contact with si7.cla govornmontal authority rogardhng suoh oondition, AAP and/ox FDO shall Have, the. right, which may be omrclsad by dolivorirag written notico to the -City and FDO at any thne daring the lnspoction pord.od, to terminato this Agroomont ;Cor any reason Nut AAF and/or :k+DG, as applicable, doems appropriate, la'lrola delivery ofwr'jttori rlatico termination to the City during tho hispoction Porlud., this A.groomorat shall terminato and all ;t o parties horetc, will have rao further rights or obligations heramider mope those mentionedh�i�oin Haat spooiflcally mvvivo' toranlraatiora, The City shall have the, :tight, whlch raaay bo oxoraisad' by dolivering wrrtten notice 'to AAS' and FDO at aray tlrno clrlrlag the Snspoetlon Pariod, to terminate this Agreement for ,any 'teason that the City"d:oenas appropriate, T�pon dORvaa'y o,l'writtell notloo of toiminat�ion. to- AAP axed �DG during the, Inspootion Period, 'this Agreement shall terminato and all the partros horeto will vo no litirthor nights or obl'iga'tions horoundor oxoopt tlaoso naeratiomd herein that .spoclflcally survlv torminatiora., 7. Condition of kroper iv. The parties urldorstam and agree that they are doglrirhlg the City ProlaorGy or the p:DCr Property, erty, as applicablo, in arc "as is where is" oan,d:i.tlon with all faults alld without any mprumitation or warranty on the part of the convoying Party xoopt as otherwise :speoi:Ciod herein, Eao;11 Party is. solely rospwvs blo 1'6r obtaining all :Ca ommy development approvals A0'111 govorruaxont ontitios, Nolther Party roprosorrts that any go ernnaont approval has boon given ;t'or dovolol)raiont •ort aray sl7NIA-0 site or,arool, AAF or FDO,a s applicablo, roprosorats a-nd warrants to the City that AAIB` or FOG, as applicablo, is poly ag solely Moon its Uwra investigations and, inspections made dvrring the xnspoction PerioGl,, and a_ a rosult the City sball not be obligated to make any modifreatlOON. to the City' Property as a cone tion to, AAF's or CDG',s, as applicable, obligation, to, close. The City roprescnts and warTatits 'to .CDG that the City :Is rclyirag salely IIl?= its own invo'W9' atloras incl impootions made during It a Inspoction Porlod, and as a result -CDG Shall -root be obligatefl.-ta aalro aray aroclitrtion8 to th . SDG i'roi�erty as a co.iaclitiora to the City's ObEgation to 010.0 SUM of Cib-Provorty ang `C'it;lo Reylr��v, £3, i v -a, Within farty�fIve 05) days atte/In lectivo :t7ate (fico �Titla ur Y. oa Impe ), AAF mid FD(- shall. oblaln, at AAF'., or Mouso, a'bound.ary Nurvoy of'tho City Property proparod by a 1laomed .Clorida land survoyccordance with 11orida minimum toolmloal staud,9xds (t'he ' .iry-q•�_°f-: Qky a?� p_md'X"), T o Stirrvey of City Property shall be .certhlied to AAF or FDG, the, City and Title Insurer, as defi lm in,'Seatlon 8,2 :[Tena:(', and shall degaribe arc ovorall photos and bouiads logo daser!'ption OJI'tho Cit Proporty ,and show the total area of the City Propoity to, the nearest square foot. Upon, rowipt o lie Survey Of City Pwporty, A&F or FDG shall pro'vido a Oopy to City, £3,2 LILT InsumnLo-o. Prior to 'the 0:kkation .of the 'i hle and S arvey Doadlin, .AAP or PDG inay o'btal an ownor',s title InslIrarl o canax�itraacrat witl�i eopios Of all oxcopticrls acrd attac raents thereto (the "AAF and FDO ''ai,aa7 ,oat") from FlTst �Smwlcan Title Insurance Company, as tltlo irasuror (`°xitlo nsi par'>) at AAI'., or i DG's eiaoiaso, which oarauni'ts Co irastirro AAV's or FDO's 'Coo simple title -to the C/:ty i'tp� Vty in an amount accoptuble to AAF or FDO, as applicable, Title xtastxf.oi' shall ooraainit to /issue ora owner's title lns'uran-oo policy to AM or PDCr, as applJoablo, within sixty' (CO) -clays 1o1IOM-11.9 tho data :of llilfial C10,91ag Or Closing, as uppli0ablo, Insuring, AAFs or FDO's foo 8111AP10 tiaO to the -City PX01)DAY fV03 Mid clear of all lions and enoiwAvatiow, except (i) those Meptiolls lict objulud, to by AAF or FDO under the ppovjslo:us, of Soctioza 8,3, (11) thom, oxwptlow oroatod by AAP'.or FDG, 411d, (11) thogo City Property Titl D0leut,8, as dofinod in ftil- _8,a, whlohthe City i�' wiwillit'Ag or unablato cure In the FDG does not terminate thIN Agreement pursuant t'oNjogian _m (the "'C"Y RX-MARO-101 8,3 L� and FD -A F 0_s� 1-_ RmlpM �, Aand FDG qhq,jj leave ,00.11 (15) days y, nor its. r000lpf -of the, AAF und, FUG Coiniulb-aent and. the ftwy of City PropeTty, to examine t 0 Sumoy of City Property and tho AAF mad, FDO Commitment and to notify 'the, City In wri, ig of -ally a dofbots hl'tftlo to tho City Pxopoxty The City Nha11 not ae oblIgatod To remedy or remove the City ProPoTty Title Dofoots, If the City is unwfilijig or III, yblo to 1,01116cly all the City PvoportY TitIODG&Ots, thoUtY Shall clofivu 110tim thoroof to Wand MO withlzl ton. (10),days of-recelpt of AF's o:rVDG'6 notloo of the City Property Title Mods. uponvowipt-of notioe ftom Mao City ,that it 18 Unwilling or unable to- remedy all of the City Pro orty'ritlo Dof'6ots, AAFor FDG shall then have tho optionof elfhon, (1) Providing the city not" •0 of its, 0100tio'll to terminate this Agroomont no loss than fivo (5) bwhiog8 days pvlo.v to Initial oqitg:ox clON111g, It's applimblo, whoroupon both parflos, shall thereafter boroliov-0d Qf all . Airtho, obligotlow wider this Agroomout WJ-41oh do not specifloally survive its topillination':or ' , g tido as. It th-011 exists without ofiatighig -the, obligations sot forth in this Agroornont, IfAM' Or X60 -cl oonot give -notice Z to the city of its intoation to tormiluito -the Agreement, eat loast frvo (5) iLtd ness days prior to Initial Closing Dato or .01osing Data, as applicable, AAF and VD0' shall bo d'001110d, to have, waivod Its right 'to tornifilato the Agooment putquaw -to this 800tfom Notwithitandffig the fk0goffig to alaeoutme I., yp the, City shall be, oblkgated to: d1gohm,go, cvfthor at, or Irkifial Closing or C10411g, as applimblo, all moTtgagos, oonstrtlotion ljo-11s, alld. oqj(.)r'jj0jloI p N Ad p duo taxes, m, �'•p c AT, and FDG shall -have'llwrighL -to up Property cllin gt1jo poiJod botwoeii -the or Clo,sing, Dato, as applloablo, In the, -o'and/or survey tultors thd wero not show f City llropoqy, as upplloablo, which, either (I) renders title urmat4cotcablo Gry.001'iIg to the applicable title Ntaadard� ado tool -by the uTthorfty of Tho Florida Bap, or (fl) ��atorially and advergoly affoot AAFI.s and FDGI�s hitonded use ;of the Property in RAF's and FD "V8,00-1111momially tomomble dimotion, AAF :OV FDO shall, give the City wriffm totico of any at b matters within five (5) days aft -or AAF or .U00 roc,61vus totioc thereof, but In no event lateir all the Initial CIONIng Date or Closing Date, as applicable (tho 11AAF or 0), othorwiso AAF and FDO shall be dwined to. have walved its right to give all AAF or FDG 0 ootlon Notloo for such Title matters (jj?,aqy) , The City shall thoroaffor. have -a porlod. often (10) clays ftom r000lpt of wx AAF 01' FDG 0jeotion Notico to wo vuoh niattom and to the exted ffi'M such to" (10) day tin o pulod woWd Qxpbo beyond the Initial Closing Date Or'Closing ate, ,as applicable, shall be a1t'tbtnatica;lly cxt:era:d0d. to file da;to Haat is fora (10) days follawitag alae xpfiatlonsuch ton (10) day period, providod,howe've'r, III no event shall tho My have any Obli ation 'to aura Or rollinvo any 'title mattors ax0opt thwo 1110,110tary excoptions created 'by the City's aoU as met'Borth abovo, If tho City is ltxrwiiilrag to 0111,0 snob Citta mvftorg within sraob. 10 -clay a Mod1-0 , AAF or 0 will have a period of.fivo (5) days thotc;a dor' In Whiolito aloot, by wti,tt6 I n �11 ­ '_ WOO to the City, Whethor to.: (I) W41YO Tho uwat-18,564titlo and/or survey mattom and complete th16 purchase of t1lo Nopovty giibJect Thereto, without rodii-otion of tho Bxolaanp Prion, if atipplioablo, of (ii) torminato •phis Agroonaon't, whorpupora AAF, FDG and the City shall be tola'rtisod of all Oobligati'ans horoundor -that do not exprossly survlvo torrxrinatinra of Ws Agreoment^ If AAF or POO ;falls to m:ako all olootion Within much Limo period, AAli and l D will be doonwl. to have olocted to walvo suoh title And/or Nurvoy anattors, all of which shall o duotpod to be. the. City Property Permitted �,�o�'l�t;l,orrs .l'aer°a�rrltlor 9, —Six of.'F!)a X'r' i�ex^t rx'd "itlo S avao . 9.1 flue^vn , Prior to Otho expiration of tho Title wad Swvey Deadlirao, FDC ,sly�'�l'abtain, at FDG's oxporaso; a boundary survoy of tho FDG Proporly prepared by .a lioonsod l!lorlda land su.rvoyor In a000rdanco with Florida wininaum toclanical standards (:he 5' tr ofr(D Pm -1-11), Tile Survoy of IMG property shall be oariafiod, to p'DG, the City and Titlo Trasuror'an shall dosorlbo all (vorall raaotos and bounds. logal •description, Of the FDO propoAy and silow the 'otal are a of tlao Z'D'd l'roparty to'the ncarost square :foot:, Upora, r000lpt of tine Strrvoy ofthe l'D roporty Ciao City shall provide a copy to FD 0. 9,2 , TI-, x s Gr• Wo, l?rlor to Cho expiration ofthe, Title and Sum Doacllino PDG shall obtain an owner's title insuranoo commitrnont with cop'les of all exception atd attanlarncr,ts' tl1aroto• ('tile "') i't'orn Tido Tnsuror, at Ft)()'s o�ponaso, which c vlaits to lnstzre'tlao City's Too sinaplo talo' to the FDO Property in the 'anamult accept6lo 'to th City, `l:'itio lnsum, shall' coralaait to issue an ownon''s title inst)raraoo polioy to tho City Within s'xty (60) clays following tine data of Initial Owing Date or Closing Dato, as apphcablo in ttr.ing Cfty's :foo sina,lal.o title to the MG Pr'oporty No and cloav of all lions and onournbramos molt, (i those exceptlwns not objected to by the City undor than provisions of Spntrot, •9,3 and, (h.) Hausa G Property Titlo .Dofo'c3ts, as dofl'ned In .Section 9,23, whloh FDG is unwilling ox trnablo to et o in tho ovont tido City d,00g rao't torraalraato this Agreeraaarat pursuant'lnocst 9, (Ciao 44i7Cr go, or y pormi'ttocl 9,3 CT's o .10�, ',hire City shall bavo 1'iltoon Q15,) days aftorr its rpoolpt of than City Conrtaaitraleaat ara9thn Stuvoy Suvaa C'J DG P'r^opoxty, to oa�ra.lzan tl purvey of Z DCr t'rapoi7ty ,reel; t1aG City Commitment and to naotlfyDCr in writing of anry t1.eloc s ire; title tU the TDG lraperty (1'r `G per^t 1 to oCcets"), I DG shz7,ll, rxat bo ohligato<l,to r rraady oz' a^craxove tine 1]7Cr prolaer'ty')'i`tlo Dof� cts, If FDG is unwilling or imablo to roraxody a TDCr 1?roperty 'l'itlo Mods, FDG shall deliver raotioo tliproof to tine City within, ton. (10) da�s of r^ocolpt of the City's notice of FDG Pro mty Title. Doi ots, Upon r'000lpt off' notizo fronaa FD,G that it 'is olthor unwillitag Of unablo to roluo(l;sr all of the FDCr Propody Titl.o Dcfodss, tho City shall than, have Cho option of either; (i) providing FDO notice of its oloctiori'to tornainato tb's Agroornent no. loss than ilye (5) business days, prior -to Glosir,g or (it) taking tido as it than e Inks whho,at r^oduotidna In the EXolaango Moo, if applieablo, If tho City does ivt give motion to "' G of its inatcntio.aa to- tornainate this Agraomem at loast fivo (5) bti 1noss clays p6or'to-Closing, t o City shall be doonaecl to have waived its right to• torrninato this. Agroomonat pursuant to, this wo ' one, 'Notwhhstandfijg the forogoing to the �oratrary, IDG shall be obligatod to dlsohay.90, elther•, ' or boforp Closing, all. WDAgUS(), corastructiora 1101m,othor lions and judgments, arad past duo taxo i, 9A, jh datog'f Titi, C� 2�ttn ,lit araC StYrvo .Prior To CloslrThe,ci�ty shall havetlac right to update the city Corrarnitra,ont ar cl. Survey of l''DG l'rapnrty during `Ciao per^incl betw(en, -:lip and of tho lnaspo'ction Poriod arid Circ 'C ,sing Date; In tho went tlxat ally sti.ctr uptl,ato dlselosos arly additional title incl/or survey r17.attprs that were not shown 'on the City Cyonarnitrtent arad/C7r Srrrvoy of l'DG property, as applioa bio, vloh elthor (1), g'ondovs title r. mnorkotable according to tho applicable titlo standards adopted by the authority of The Florida ;liar, or (ij) materially and, adversely affoot the City's Intended uge of tho FDO Proharty In the City's reasonablo discrotion, tho City shall. give FDGx writton uotico of any suoh matters within rive (5) clays ager the City receives iwfloo tharaof, but hi no event lator than the Closing Datta (alae "Cit 0 action Notiaa"), athorwis the 'City shall be deemed to have, wallod its right to give a City Objeotion Notice for such trio mattors (if array),. 1MG 'shall thoyealter have a, period. of ten, -(10) days Dom raoelpt of a X .ty Objection Notice to cure s•uc"h mattors and -to the extant Haat surb: tore (10) clay thno -peri.od w uld expire beyond the Closing Date, the Closing Date shall lea automatioally extended to the data t1 at is torr (10) days following the expiration of suoh ton (10), day period, providod, however, in la ovent ' shall IDG have any obligation to cure or remove for exeopt tlloso ra iaotary exocptioly croato'd by FDG's °cots as scat forth above, if FDO :fails, is wiable or unwillintto alto such titlo matters within such 104day period, tho_City Willhave a period offrve. (5) days -th, r;esti w In which to cloot, by writton notice to x'DG, whether to: (i) waivo tho unsatisfied title an /or survey mattors and, complete, the exchange of the City. Property for tiro IDG Property st b: 'ct fbaroto, without roduclion, of the 'obllg,at`lon,5 sot ;forth la this .Ag;oomont; or (ii) providing the ` Ity notic'a of its oloction to tornihiato this ,Ag:roornont, whore'upon PDO and the City shall be -leased of all obligations heroundcr that do not oxprasgly survive tonni atinn of this Agreeniont., f the City ;fails to make an eloction within suoh thaac period, the 'City will bo deemed to have elaot d, to waive stitch title and/or survey rriattars, Of of which shall be doomed to 'be FDO Property Per, ittod Exceptions horoundar^ 1.0. AAE' Conixibutlon, At 'Closing, AAIB shall oontribute to the City ai 4111ount acl'ual to five hundred thousand 'dolla'rs ($500,000,00) for the public's bonofit to be ltsed 'owa'rds tiro aoquisition or dovelopment of the fiaro station proposed to ba, constmoted ora: the l^D01 roperty or shuiler ptiblio project, JA, Can litlons. Prowse at to Clo,slrl:,. - - - 1=i–'l Cane i'tlon5 o A 1y'sagd–IP G''s C-a—IngFIN all -hDU's abll•t �t1;ionto alas'o this traalsaction shall 'be, contingent ulaon elle City's f�til.l parforrnanae oi` all of their obligations tt•ndoar this Agreement and AM's and FDO''s raceip.t of reasonably acce • dblo evidence of the oontiu1b.i'.g accuracy of all of the ropresontations and warrarnies or 'covenar 's of the City as got forth heroin and• oomploti:ora oftho Plat Procoss, 11.2, Conditions to Clt 's�_ Cla.�, The City's oX01f, gation. to, close dais transaotioir. shall be contliagoiat upon AM s wid MG.'s :full performanoo of all their^ obli:gatioris wader this Agreement and tho City's romipt of reasonably aocoptablo oviden , of the oonthudig. aocuraoy of all of the relarescntations and warvantios or oovenants ofAAl `ars L 'fl as, setforth horoin. 12, Brro'ker^au'6'Gcnan— ssiolk. La•c11Party rc a bwkor, sale-sman, a.gont, or other parson iia ,qgroo to Liold harmless •and inclernn.lty'the othorr (ineludiiag roasonable attorneys' feos befozo tri for any comp'onsation, conamlmlow, or eharg voprosontation of mch Party sir• corxtlecti'on wi Property. The foregoing warranties 'aridIn c termination of this A•greomont, as applicable, se Its 'to rho her Nartles Haat it has riot d:oalt with i cellon with this transaotion and oovonant and. ties n^c.7rii eras against any acid all costs, oxponsos at trial, on appeal and. 'ir1 baralcru.ploy) or Liability claimed by any broker or ageift with resp'act to the exahango of the City Noporty for the. IDG lifrcations will survive delivery of the doed or 7 13, M"s Ro Mntatiozzs a -Il d —Lirrarztjes, AAF herky roprosonts and warrants -that as of the dato 19oreoP:. , 13,1 AAIB` is organized and in good standhig under the laws of the State of Delaware, 13,2 AAF has the '.fall right, power and authority to oxrter into this Agreernaenr and AAF1 has tine fall right, power and authority 'to may out its obligations heremdor and the moution and delivery of, fml the parl:brrnaanco of all obligations undor this Agroor ane by AAF does not and wll'� not Toquito.ally uoraserat or apPfoval o'f aa'.y Person or, ontity -other than Ate', I 13'3 Tharo are no a.otions, sults, or prmodlags pend-hig or -to the knowledge of AFI threatened against or affootixa.g AAF that would.h�,pede or otherwise haapah its ability to -pe rt` ,m its obligations uuder this Agr�oomern, 13A The representations arad warrantios onnttiined ha this Agreema nt shallYloctlosing", oorroct as of the Closhrg Date in all nnaterial respoots and, A 1i shall, at C'cartMoate'to Stroh O loot, Tho x0pnoontatioras and, w�im atles set:for'th her' in Shallsuz i, 14, rIDGr, FDO hereby represents and war arxts'Chat as of the (late hereof 14,1. PDO is orgarnizod and in good standing under tine laws ofthc Stat o:fDolawate, 142 FDO has the full Plight,. power arad authority to axclaazage Chezvor �C Property fox alae City Property as provided in this Agreement and FDC has the ,full right, and, authority to carxy out its obligations herauhdor and the, moutiora,aad delivery of,, at tho poi.,Joitiamo ofall obligations under this :Agmenn,ott by does not and will raot raq(tire -ay cornsont or approval of any person,o•r entity other than FDO, 14,3 There are no actiotas, suits or proeeodhags ,(sending r to the. knowledge of �� e threatened against or affecting FDO,or the PDO Property that wool h�pode or, othexwise inap�aiv its ability' to perforna'its obligations under this .Agreement, 14,E The ropresexntations and, warranties oorntalrned h this. A;groexxxent shall be true and, aorrout as. of the Closing Date ill all rinaterlal rospW8, and FDG shall, at Closing, exoota.te a. tort tioate to s(tula Off ot, Tho reprosant-ations and warranties � t forth lxercha shall sumvlvo Closhtig., 15, Giiy's Repz remotions. ane Warranties, Thohoroby repr�osents� and. warrants that as o:fthc date h,eroof,, 15,1 The City has the full right, pawar arad�rthor�ity to Oxolaango rho FDO 1?ropoity'for the City Property -as provided in, this Agroorncrat aaacl t" 01 City has the tir:ll right, power arad authority to. oarry out its obligations horou:ndor and. the oxoou.t'orn arad delivery -of, and the perforrnanoo o:fall obligations -ander this Agtcomont ley alae City does rot ,vnd will not requko awry coasont or appxoval of ally porsorr or crltity other tharl the City, 8 152 Them aro no actions, a,u.1ts or proGe-Odings, I eadi'ng or to the knowledge of the City tlaitomened agalia.st or MTOOting the City of the City, Property that would inapedo or otherwiso impaix itg ability to pexforrhv'its obllgatlorrs under this Agr'eamont, 153 Tbo ve •resentation.s aihd warranties, contaira.od la this Agroomont shall. be 'true wrro'ot as of -the InWal Closing Dato or -Closing Dato, as_applio-ablo, 'bi all inaterial reslaects,anc City shall, at Initial Closing :Date or Closing Daty, as applioablc, mouto a oertlficato to such o) The roproseutations and. warrantios set :tbxth heroirh shall surtvivo Closing, 16, CX„ osing. With respeot to City Property North and the Cxossirag E(iwraherat Agrew ent, the consummation oC that portion. -of the `transaG'tion �ooratornlala�Ced hereby (tlae '11 -ft' l Ci�a.gl:r g°'). shall. talce, pla'oe within thirty (3'0) -days of the Effective late (alae 1`1WIJA8.l l slimy llTho Gonstair mati'aza of tho trallsactlon conternpl'atod hereby for tho exalhange of tho City :Pro orty. south, for the FD Property (the. I'Closing"), shall take platy an the earlier of ;(Moen (15) drys &Ax the New roadway is oomploted a� d opera. for traffic, 'or March 1, 2017 ('the "', sin ate.',), if the Initial Closing talcw, place, :but tho Closing does not tape place ora orY'beibro D000mb r 31, 2018, as, may 'be oxtoad.ed, .by 'the partics (the ";deadline"), AAF shall pay the City, withln f e� (5) busiraoss clays, tlhe fair markot value of the City Property North aild the Crossing Ea, met Ag'romont as o'ondideration for the City Property North aa7.d the C". nssing Hasonhent Agreenh- whloh shall be detorminod ley aaappralsal process as prosorlbod by City of Mia -ml Code of Ordla,anoe, 17, pOx 014cs at tho Emban e 0.08111. .. iftlais Agreement has not booii tbrminated by q Party, on or bofore initial Closing or theClosing, as appllcabla, tho. fatties ,six ll deliver to the Ea Qxow Agent or the other' P-axty the foll.owhig iterates arid docurhhorhtsc l7� l At the Initial Closing, the C�i'ty shall dolivex tho t�llmvingt (a) A r000rUblo spuclai wamvnty dood for tiro Cit Property North (thefty r0 OV, oi.tla Vo ce ') six!.Cloioiat-to ,permit the 'Title ,limurex to-hasrixe lora AF as Vrovidod-lbr h �Sectiton f3,2 abovo, subject orhly--to tho. applicablo City Property Poa.w tool l�ilcraanbranoes, ,(b) Tho City shall deliver an aff'i'davit In :form r asoraably satisfactory to AAF and the Thle Insurer, ovidonoing that. 'there have been no improve techs or repairs mado to the City Pwpcxty North within ninety (90) clays preoodhag tho hltia. Closirhg D-4to, exoc; t as otherwiso dimolowd to'• AAX arhd Title Znstrr'er in wxithig., and sufflciont ai foxnh and caratwit to cause the Title Insurer 'to oliihhinato any Onoption for rnoGhaiaics lions tfiop h the title policy, Such affidavit ,shali also evidenoo that the City is In sole possessiara of the ,ity Pioparty North, arad shall conta'irh a cortilicatinra tiara the City is not a forelgra person :Cor lau.poses, of Sootion 1445, internal ltavonue Cad,o aihd such ot'hoi certiilcatioras as may, be sufflcierat for the Title In8urer to iiasht'ro the "g* at the Initial Closing, (G) TI -w Clay shall deliver Po (c1) The City shall dolivor a r to pornait the t'i`tle Insurer to, insru'e t'itlo irh AAF the applicable City Property Permitted p.tracY,xmbr, of the City Property North to AA!, 'td.ablo Crossing Vasenaorrt Agroernont stOflolont provided for ha Section 2 abowe, sha.bject onty to (e) Any and all other dootInAwtatiora; as may be, reasonably required to oonstxmmato the trarrsaotiots cozatamplated In this Agreement for tho xraitial Closing. x'7,2, At the Closing, the :following shall be delivered; (a) The, City shall deliver a Xecordable special warm ty deed. Glee "; xclr za .e d") mfficlont -to permit the Title xnstu.-or to fimure, title ht FDG as provided '.Cor Seetion� 8.,2 above, subject only to tho City ProportyPornaitted lncasrtabraxrcos, (b) IDG shall deliver a recordable speoial warruity, deed (the "P�( sufflclont to Permit the Title Insurer to in8wo title, In the Clay as provided for hi above, subject only to. alto FDG Proporty Pormillod BApuzxabranco% (c) The City shall deliver an taffidavit ire form reasonably sdofaotory to/tv`r azad. the TWO ;Crasurer,ovldencing that Chore have been rya irnprovommits or repairs made 8 Cho City Property Sotath Within raizlety (90) days preceding the fusing Date, except as otherwise Isclosed -to DCI and 'i'itlo lrastrrar In writing, azad suificiezat In faint and coxrterat to cause the T "le Insurer to elizaahlato any exoeptiort for mooharrics lions from alae title policy, Su:ob. affidavit slaal also evideiaoe that the City is lir solo possomloza of the City Property South, and shah -eonta-hn a , ortificatiou that the City is riot a foreign persona for purposes of Section 1445, Intemal Revomic Co o and such other cer'ti catiorts as may be sufficient for the Title lmtu'dr to instite the. ° gap" at Clc si ,g, (d)' FDC -shall deliver art affidavit In ,[;oriel roasoraably satimil atory to- the City and the Title xnsmrer, evidencing that 'there have been no hmprovornents for rop, h�s ina,de to the PDG .Propoxty withizt zainety (90) Gays preceding tho• Closing. Dato, except as of wwlse disclosed to the City and Title insuror In wt°itlrag, aald suf'fioiont iia. ;Corin. and content to 'au the TWO ` nsur�or to elira'.itaate ally exception for zaacc.laazaics hens from the titlo po.11oy. Streit. a fidavit shall also ovidenoe that FD'Cr Is iri solo possession of Jw :VDG PrQpo ty, and shall contaiwa. edi colon that PIDG IS laot a fbz�cagn persol7-fol-p�uTpows o,t'Section- 1445, Intomal-xtevezau.e-God.- etizx(1 mole ntlaer-cerCi,(:iGai;xozas - as may leo s7 rff'lcierat :Cox -Cho Title Lisurex to iztsuro -the "gap" at Closiza (G) The City shall doliv'er possession of the Cit Property to FDO at Closing and. 1{'D.G shall deliver possession of the FDO Property to the City at ' ' losing, (f)' Any and Of other doowneiatationmay be reasonably rocluire.d to consurmxmte the .0emsRotions oontexgplatod In this Agreornoa 1 S.Closing _Costs. , 'With raslaoat to the trazasaotiarts c o rttosnplatod ltoreiza, AAF shall pay for (i) recording foes artd doeu.zaaezltary sta:nsps� with. respect � the City Property 'North Deed and .The Crossing EasbrnwA Agreement; (11) Owner's title irnsttr floe policy pr^einium and, related, title search acrd ownwittww fbos with respect to its a.oquisition f tho City Property Forth and the Crossing ':a',asoraaent Agreement; (iii) the, Smvoy of City Pr perty North and the EmIstira.g Roa�.dway anal surveyor mtifioatlowa if gray; (iv) -all costs of A; �':,s Inspections hereunder; (v) A l�'o attatagy's :C0es; arid (vl) ,<a.11 costs of financing flrr AMPS 1 rc1, 8o of tho City :property North, if azay. P'17G shall pay :for (i) recording fees and dbotmaerrtar stamps for Cla.o. aorlvayartce of lire City Exclaange Dood; (ii) Omor's titlo Insurance policy pren/If,�IFDCJ's n and. related title Omwoh and coraamitmorit foes with raspoot to its acquisition of tho City Properouth" .(iii) the Survey of Clity Property. South azad surveyor aert:i:Ci:ca.tiozas, JP ally; (iv) all eosts� nspecdozas horezander; (v) 1,W's attorney's 10. :feo:s; (vi) all costs of financing for FDO's purchase of the City ,property South, if axxy, (vii) rocordixxg :Coes and (tocualentary stamps with rospeot to the PDO Exchanp Dood,, (viii) Owtov's title h1suralloo policy premium tuad related tittle seavoli and ooaxurAftx ent kas with rnspoot -to the City's nqutsxtion of the FDO Property; and (Ix) the Survoy,o fFDC Pmporty. Tho. City shall pay for - (i) all costs o,f the, City's Gay's attomoy!s Leos, All pard -os aoknowl �� that the -City is exempt fiaxxx paying docuxxxentvy stamps 'tax., 'Saxes and othor custor arily apportioned iten3o shall be proratod qr �ata;pordorxod as' of Closing and h3 accordance with:§ 1 6.229 5, Florida Statutes (2014)„ If the Tax Collector will not accept payxxxont •o E taxes prion to its uo date, the Esoxow Agent shall hold the co -O xa.ted tax -ea kr the current year in its trust aocount xd shall be obligatodto pay the taxes as soorx as payment carr be made, DUG is responsible for pa xg all prior and aurroiTt taxes tbr�ough the data o;foloshxg and agrow to inde.in ify and hold the Ott lxarnxl0ss for any andall outstvidtrag real property taxos owed oxo. the VDG Property, This tnc7.ozxay shall survive closing, / 19, �otLas, Any aottce, domaud., coxas0A3t, authorization, roglmt, 4pproval or other corxxaluioation that any. party, is roquirod, or may desire, :to give to or /byl)- �pozx the otor party pLn art ter this Agrooxxrent ("�.tlae") shall be effective and, valid. onlyrititig, signed by the party g�rving Notice arxci delfvexed personally to the, other paxtzos or sc�rxavaxtixiglat coxrrlor or doliv0ry wvvico (og,, federal Express); ox (ii)• cortitled nxail,af113.0 Utatas PO4.al �Sorvice, postage prepaid wid-return receipt requested, addrosped to the other p:follows (ax to such other place, as any party may by notico to the- others specify);, To AAF: All .Aboard Moa ida - Operatious LLC 2855 S. LeXotine Road., 4111 Floor Coral Gables, Florida 3.3134 Attention, Man Kroxxborg Email; briaxxleroxxbar��,allabaard:karicla,aar3x. With -a coley to; — Florida East Coast hidugtties,1,,;,C 2855 S, Eolouno Road, 411 Flo r Cvra:l Ga;bl:os�, Florida 3'3134 Attonti= Kolleoii Cobb Email: kolleen,cobbCr�,fac; ,corn To AAR IDG pail Holdixxgs 2"AL, 2855• S.1.,oJ'eno Ro Plow, Coral Gablos, P'lori a 33134 Ationflov 13riara raribarg Email; brtan,l a1bom(tr7,a,llaboardlloTIda, coin With a copy to: T'lorlda Lateum oast 113dnstx'ios, LLC 2855 S. lip Road., 4(11 floor Coral C•Eyblos, Florida' 313d- Atten idx3c Kolloon•Cobb Email: kolleo.&oobb@%ot,onnx TO the Clty; :Da3iol J. Alfonso City Manager 11 City o;fMatti 4411 SW 2"6 .Ave, 101' Floor Miaxrti., Florida 33130 With a copy to: victorla.Wild& City ;Attorney City of mialull 444 ,SW 21111 Ave, 9111 Floor Mianal, Florida 33130 ro Lsorow Agont Ph,*8t .Ainerican Title fmux'anou Carnparty So-utheast hinanloial Conter 200 Boulevard, S:tiito 2,930 Miami, FL 3313.1: Attention; Koven Marti Notice shall by deemed given when received, exc©pt that if delivery is raot••ao optod, Notio.e ,shall be c1cenae-d given oil the •dace ofsaoh noxa-aocopt�.tue, 20, dia , Tn tho, evont Haat AAF or pl�Cr, prior to Closing, rails to perin ally aovanarat, �Aac agree wont �or obligation horeo f eu. provided herein, or in the event tliat thero is ar, breach or lallme ofany warrataty or ropresontat'ion .by AAF or b'DCr prior to Cluing, then the ity may as its sola roluody treat this Agreement as being in full Jbroe and: effect with•a right to ra action .fo:c• speci:frc por:r0rinance, The Oty waives -all other rolne'dies that may bo availa,blo. to ''tat law aA equity fia� breaches oecur.rhag prior to C'lositag, .x:11 tho mnt haat the City, prior to Closif.g, iuN ,to podorrta an - oovenarat,. agroolnelat or obligationheroof as pravideci humin, of :i't the cvOt that there. is in broa•oh or fatluro of ally. - - wa ranty-or-roprosonfation-by the City pAlor-to Closing, thou AMofTSG-allay- as -its -s ole-rollzody treat this A.greenrent as boing in x;111 lbroe and effect with al •tt to, an aut16n Zor spowiflo porCormara0e, (a) lea• tiles, By joinlrag ih the exeeaatinn oP this. greentaaat, Escrow Agent agrees to comply with the turns herool inso.lk Ets they apply to k sono Agent, Upon re0011pt, J!,sorow Agont will hold the doca.)auowt and ends delivered to Escr,ow ,Ago, 't gays- taaat to this A.grounaent, in trust, to. bo disposod. -of in aoaordanoe, with tho. provisions •o f this A roernont, (b). DAW Anit ,, Escrow Agent will not 61- liable to •olthor party execlat :br claittas rcytl.1111 g. Roan 1,116 gross 'nog-ligaaaoo ar will:fl,Yl naisr 11duct of rsorow Agont, If the worow is. involyod, hl any colatroversy or litigation, the parties eretn will jnintly and sc vocally irtdaaauai't� aaA.d: hold Escrow Agwit l};oe and harmless bona and a affiNt any and all loss, cost, danaago, liability or. expense, 'irtohding casts a f reasonable a'ttomoys, Jots to which &scrow Ageaat may bo taut or which may iiacur by reason of or ita ,coaaaaoctiaaa with sra a cot�;l:ro.versy or litigation., except to theextetat it is ;finally deterrninod that such oontr�oversy n' litigation rowlted ftonl. Norow Agontl,q -gross ra.egligome, or willral naisoondtt.ot, If tho ink Omflity amoaaaats payable hercrinder rwults :t'i',om tlao 12 fault of, AAF, l D6, or the City (or th01T raspc:ativo 4'9.011ts), t11e party at Iau.lt will pay, and bold t110, Other party harlulass a,gEIWA, su.011 a11101.1.118, (u) Withdrawal,, No party will havo tho right to withdraw ally 111011108' or doe t1 ents dopWtud •by 1t with Lsarow A.gout prior to the Closing or t T111111atiotA of this A.grreo111e11t aopt i.n accoldalam with the t0rx11s of this Agre0ramit, escrow A ont will not. be responsible for Ly dciay In the elootronia wfto transBer of h:ulds, (d) S7la, b1�1�sQi11 t, In the event of -any dlsagreemogt 'botweelti the partios h oto rosultitig i11 ao111`iiatiilg ilistrltatiolls to, or advel°so• alai111s or demands upon. tho B x°ow Agi 0111o11t, or If a written objection is fled with Escrow Ag0 it, or E,serow Agent otherwise is hi doubt as to its ditties, Escrow Agent may a01xt111ue to hold the t'ulids or documont� In 0sorow 1ultil tile, %-atter is resolved. either 'by joilat writtan dh°ectlon fton.1 the pavilm. 01' by the Cirault Court havin juxiscllctloll of tile, disputo ar t.ho�sbrow hgezlC may intepl.0ac1'the sa1c in the°coifCou1°t an lee ,relieved a1 ally and all liability therefor, In ally Wtioll or proac�oding. togarding this, A:greennie - brought by Esmow Agent or to which Esorow Agent ,is made a party, EmPow Agent will be entitled, -to mover its romoxlable costs and attorneys' :foes through appeal, 22, stafe Reau °od Mselostue, ;Che f-bllowitlg disciosme, is roquir0 to be made by the, lacers of the Stato of Ploricla; RADONGAS: Radon is a utwally oocuar ig radioaotive ga that,: when it has aminiulated In a building in sultlal0lxt clltantiti0s, taxa.y lxz°0sexlt health risks to per alas who aro ospased. to it aver time, Levels of radon. that 0 ood fod.0ral and ,state guidolinas 1 ave been k'ound la bulidlzlgs in T'lorida, Additional lzxlb;emation �regarcbng Md.on and radon. toAng may be obtaizlod Av1n year county public health Ludt, 2,o ct'z1jlLa, 'Elle parties 11ovoto epxossly 111100 klat the tOrnls ax1cG a0l�diti0xls hereof., a11d-the subsogamt perlofmance-hetot:tYldor, shall 'bo ooaistx°uo a1.td oo7xtrollQd i1x auco danoe wltk tile – laws of the Stato of Florida, 24,t—Ira –A.9-ro mxxt, This Agroa111o11t 0011tai11s tl e ontfro, Agroe11 ont batwoota the parties horoto �t11d no statomont or ropraselltatioll o1'tho re�spectiv parties hereto, their agents, or olgloyocs, mado otittsido o f this Agreement, a11d Aot containod her n, shall ,farm any parthorool or be bincllxlg upon the other -party 11e °oto, This Ag:roenaellt shall n be ohanged ar modif1ed except by wAtton Wtrmnol1t signod. by tho pa:rtlos horeto• 25, Further A,ssurt woy, Eaoh ,darty h0reto 811 11, ;d^0111 thilo to thho, OX0010.0 atld dolivor such ;t arthel xnstrumalts mg the other party or its m1118 l may reasonably redu0st to ofQatltat0 the, intent ofthis Agreement, (, CM) 1'olm Captlonff used it1 this Agree��aont ax0 'for oozavenioaca o Cxatorollce Only and 81.1x11 not, Ed"TOot the coll.st'ruotion of any provision of this A.groamott, Whoie 1:Over used, the sillgul.ar shall 111041de the, phtpal, the plural shall 11101.11do t111e singular, and the nout0l° gorid-or shall 111o11.tdc all ge11de1'S, 27,net ,Neithm ;[ mAy mzy/assign its lat0rmt it1 this .A.gre0inont without the pvlox" writton 0011so11t of tho other Party, whirl.; consent 11aay bo gratxtod or withheld. 11). solo 1.3 and absolute dimotion; providod howevor, AAF or FD .0, may. assign its futeroO in this A•grooxa axat to, all xaa*rlty owned affillate, deflned as. au affillato that has tho same Indiroot papon1: oonaps , Or one that shares at 1OW, 75% of tho •corpotato xnalco up, without the prior Written consexat of th City so long n.s the 'City rooeives aia executed asslgnnaent and "ass'camptioxa of this Agroornant I Boma reasombly acoeptable to the City at least five (5) business days prior to Closing. 28, Time- is- o.f t ie Jj',eMq, Time is d the esse'a�co of this Agrooineaat If any date eforoncod laeraln falls. on a Saturday, Snnday or legal la'olid.ay, than such elate aci.tomatically is ext adod to the, next busino,5s day, 29, �o kecordlxxg;., Neither party naay mcord this :Agoc%axzont or any, memoavandu a thereof: 30.. ayeruixxM This Agroomont shall be ,governed 'by, inter Doted uador, and coaastrued 'and Oml-foxood In accordance with tlio laws of Stam of Florida, ae :parties hereby irrevocably, saabnait genorally and. unconditionally fox ltsotr and In xaspoot o- its property to the ,jurisdiction of any stato court or array United States federal oomt sittlaag I'ra fiaxn.l-Dada Couaaty, T'lorida„ 3;1, tNer of J'u v Trial'. Tho Radios hoxoby knowingly mAd-anoond Clonally, with advice of w nsol, waive any and all aright to domand a jury trial in any aodp for ithe into rotation or onfnreomont of this .Agxeenaont. l4 IN WITNESS WHERE',OFp the parties herato l -lave onotiated tlris Agroomont as o;Ctlao dabm wtitteii bolow -thoip roopootive, namos. Signed, soalod and. d,ol :ve od. FDG; iia tho pxosonoe� oP, FDO Dail Holdings, 25 LLC, a Dolman limitod liability oompany MimiCobb, 'Vico P- osidoat l�a�te; Witnossos as'to FDO Slpiod., ioalod and dolive�ecl AAT; its tlx� 1:7�eso�ce ot; All Abond Florida � C Dolawaro R itod. liability c, .w_ By: Kolloon Oobb, Vico :Date; Whaomos as to AAT' [signattitzm ootitkac Oil tut laago] y 15 LLC, a ; 1^1,G.4`•LiJuD I.LQ AND ACCEPTED ED ATT.LS ST: ToddB, Hannon, Coy Clerk A-13 '��t���%;1Q��--V'-1lZ7'i%:CAS TO FORM AND �)7y Viotoria Mdndoz ~ City Mornay Executed by CITY OF MIAMI, a1 inwi is pat curporaation ofthe Statoof Vlotida :13y; Daniel J. AYf'omo-, City Manaagoi' Date; APPROVRD AS TO INSURANCE REQUIREMENTS:. A1v.1�Maa1"'p'Slaaa;t'".l�e'y ya, RlskMaaaaagomatt,1�:c'.[ix�itior 1.G la scTow Agoat horoby join-ff In tials Agroomo agroomont to tbo provislow otSections 8;2, 17' I i RX 14 1 A Ull A LIC alsla A 011, V L, " -Ir jlNw o"ll ST, MiG15.1 WILITIgili-Myr,