Loading...
HomeMy WebLinkAboutExhibit - Quit Claim DeedQUITCLAIM DEED The UNITED STATES OF AMERICA, acting by and through the Secretary of the U.S. Department of the Interior, acting by and through the Southeast Regional Director, National Park Service, (hereinafter designated "Grantor), under and pursuant to the power and authority contained in the provisions of the Federal Property and Administrative Services Act of 1949 (63 Stat. 377), as amended. and particularly as amended by Public Law 485, 91st Congress, and regulations and orders promulgated thereunder, for and in consideration of the perpetual use of the hereinafter described premises for public park and public recreation area purposes by the City of Miami, a municipal corporation of the State of Florida, whose mailing address is 444 SW 2nd Ave., 3rd Floor, Miami, FL 33130 (hereinafter designated "Grantee"), does hereby release and quitclaim to Grantee, and to its successors and assigns, subject to the reservations, exceptions, restrictions, conditions, easements and covenants hereinafter set forth in this Quitclaim Deed (hereinafter "Deed"), all Grantor's right, title and interest in and to the property known as the Former Federal Aviation Administration Miami International Airport Locator Outer Marker, 21 NE 16th Street, Miami, Florida, consisting of .117 acres, more or less, more particularly described in Exhibit A attached hereto and made a part hereof (hereinafter the land and all improvements thereon shall be referred to as "the Property"). TOGETHER WITH all and singular the tenements, hereditaments, and appurtenances thereunto appertaining; and every right, title, or interest, legal or equitable, of Grantor in and to the Property herein conveyed, including all right, title, and interest which the Grantor may have in, under or appurtenant to the Property and all right, title and interest in any alleys, roads, streets, ways, strips, gores, or railroad rights-of-way abutting or adjoining said lands, and in any means of ingress or egress appurtenant thereto, excepting any rights as herein specifically reserved or excepted. SUBJECT TO all valid and existing reservations, exceptions, restrictions, conditions, easements and covenants, including but not limited to rights-of-way for railroads, public roads, highways, utilities, pipelines, if any, whether of record or not. TO HAVE AND TO HOLD the Property, together with all and singular the appurtenances thereunto belonging or in anywise appertaining, and all the estate, right, title, interest or claim whatsoever of the said Grantor, either in law or equity, subject to the reservations, exceptions, restrictions, conditions, easements and covenants herein expressed and set forth, unto the Grantee, its successors and assigns, forever. Pursuant to authority contained in the Federal Property and Administrative Services Act of 1949, as amended, and applicable rules, regulations and orders promulgated thereunder, the General Services Administration determined the subject property to be surplus to the needs of the United States of America and assigned the property to the Department of the Interior for further conveyance to the City of Miami. It is agreed and understood by and between the Grantor and Grantee, and the Grantee, by its acceptance of this Deed, acknowledges its understanding of the following and herein agreements, and does covenant and agree to itself, and its successors and assigns, forever, as follows: 1 1. The Property shall be used and maintained for the public park and recreational purposes for which it was conveyed in perpetuity as set forth in the Program of Utilization and plan contained in the application, submitted by the Grantee _, 2018, which program and plan may be amended from time to time at the request of either the Grantor or Grantee, with the written concurrence of the other party, and such amendments shall be added to and become a part of the original application. 2. The Grantee shall, within 6 months of the date of this Deed, erect and maintain a permanent sign or marker near the point of principal access to the Property which says: This park land was acquired through the FEDERAL LANDS TO PARKS PROGRAM of the United States Department of the Interior, National Park Service, for use by the general public. 3. The Property shall not be sold, leased, assigned, or otherwise disposed of, without the prior written approval of the Secretary of the Interior (hereinafter "Secretary"), except to another eligible governmental agency that the Secretary agrees in writing can assure the continued use and maintenance of the Property for public park or public recreational purposes subject to the same terms and conditions in the original instrument of conveyance. Any mortgage, lien, or any other encumbrance not wholly subordinate to the reverter interest of the Grantor shall constitute an impermissible disposal. However, this provision shall not preclude the Grantee and its successors or assigns from issuing revenue or other bonds related to the use of the Property to the extent that such bond shall not in any way restrict, encumber, or constitute a lien on the Property. Further, nothing in this provision shall preclude the Grantee from providing related recreational facilities and services compatible with the approved Application, through concession agreements entered into with third parties, provided prior concurrence to such agreements is obtained in writing from the Secretary. 4. From the date of this Deed, the Grantee, its successors and assigns, shall submit biennial reports to the Secretary, setting forth the use made of the Property during the preceding 2 -year period, and other pertinent data establishing its continuous use for the purposes set forth above, for ten consecutive reports and as further determined by the Secretary. 5. All revenue received by the Grantee through license or concession agreements, use permits, or other fees generated by activities on the Property shall be used only for the implementation of an approved Program of Utilization or the operation of park and recreation facilities and programs on the Property. After the Program of Utilization is completed, and as long as the Property is properly and sufficiently operated and maintained, the revenue may be used for other public park and recreational purposes by the Grantee. Any revenue received by the Grantee which is generated on or by the operation of the Property shall not be used for non -recreational purposes. Any revenue received by the Grantee which is generated through the operation of the Property shall be listed and accounted for in its biennial reports to the National Park Service. 6. The Grantor, and any representative it may so delegate, shall have the right of entry upon the Property at any time to conduct inspections of the Property for the purpose of evaluating the Grantee's compliance with the terms and conditions of this Deed. I 7. As part of the consideration for the Deed, the Grantee covenants and agrees for itself, its successors and assigns, that (a) the program for or in connection with which this Deed is made will be conducted in compliance with, and the Grantee, its successors and assigns, will comply with all requirements imposed by or pursuant to the regulations of the Department of the Interior in effect on the date of this Deed (43 C.F.R. Part 17) issued under the provisions of Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d-1); (b) this covenant shall be subject in all respects to the provisions of said regulations; (c) the Grantee, its successors and assigns, will promptly take and continue to take such action as may be necessary to effectuate this covenant; (d) the United States shall have the right to seek judicial enforcement of this covenant, and (e) the Grantee, its successors and assigns, will (i) obtain from each other person (any legal entity) who, through contractual or other arrangements with the Grantee, its successors and assigns, is authorized to provide services or benefits under said program, a written agreement pursuant to which such other person shall, with respect to the services or benefits which he is authorized to provide, undertake for himself the same obligations as those imposed upon the Grantee, its successors and assigns, by this covenant, and (ii) furnish a copy of such agreement to the Secretary, or his successor; and that this covenant shall run with the land hereby conveyed, and shall in any event, without regard to technical classification or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity for the benefit of, and in favor of the Grantor and enforceable by the Grantor against the Grantee, its successors and assigns. 8. The Grantee, and each of its successors and assigns, agrees to comply with the requirements of Public Law 90-480 (82 Stat. 718), the Architectural Barriers Act of 1968, as amended by Public Law 91-205 of 1970 (84 Stat. 49), and the Americans with Disabilities Act of 1990 (104 Stat. 337) to assure that development of facilities on the Property are accessible to the physically handicapped; and, further assure in accordance with Public Law 93-112, the Rehabilitation Act of 1973 (87 Stat. 394), that no otherwise qualified handicapped individual shall solely by reasons of his or her handicap be excluded from participation in, be denied benefits of, or be subjected to discrimination under any program or activity at the Property receiving Federal financial assistance. 9. The Grantee shall be on the lookout for archeological artifacts during any construction activities and shall take appropriate action should any artifacts be discovered. Grantee shall comply with the provisions of 36 C.F.R. Part 800, regarding protection of historic and cultural properties. Grantee's development plans shall avoid sites identified by a Cultural Resources Assessment of the Property, and, prior to any alteration or construction on the Property, Grantee shall consult with the Florida Department of State, Division of Historical Resources. 10. The Grantee, and each of its successors and assigns, covenants and agrees to comply with the National Environmental Policy Act of 1969, as amended, the 1977 Amendments to the Federal Water Pollution Control Act (Clean Water Act of 1977), the Federal Disaster Protection Act of 1973 (87 Stat. 975), Executive Order 11288, relating to the evaluation of flood hazards, Executive Order 11990 (May 24, 1977) for Protection of Wetlands and Executive Order 11988 (May 24, 1977) for Floodplain Management, the Endangered Species Act of 1973, and the Migratory Bird Treaty Act of 1918, where and to the extent said Amendments and Orders are applicable to the Property, and Grantee shall be subject to any use restrictions issued under said Amendments and Orders. Further, the Grantee, and each of its successors and assigns, covenants and agrees to save the Grantor 3 harmless in the event of damage to the Property or injury or loss of life resulting directly from flooding of the Property. 11. The Grantee, by acceptance of this Deed, acknowledges that it has received the following notice of hazardous substance activity and reservation of access by the Grantor concerning the Property. Each of these statements is given by the Grantor in compliance with Section 120(h)(4) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA), 42 U.S.C. §9620(h)(4): (A) NOTICE REGARDING HAZARDOUS SUBSTANCE ACTIVITY. Pursuant to 40 CFR 373.2 and Section 120(h)(3)(A)(i) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA) (42 U.S.C. §9620(h) (3) (A) (i)), and based upon a complete search of agency files, the United States gives notice that no hazardous substances have been released or disposed of or stored for one year or more on the Property. (B) CERCLA COVENANT. The Grantor warrants that all remedial action necessary to protect human health and the environment has been taken before the date of this conveyance. Grantor warrants that it shall take any additional response action found to be necessary after the date of this conveyance regarding hazardous substances located on the Property on the date of this conveyance. (1) This covenant shall not apply: (a) in any case in which Grantee, its successors or assigns, or any successor in interest to the Property or part thereof is a Potentially Responsible Party (PRP) with respect to the Property immediately prior to the date of this conveyance; or (b) to the extent that such additional response action or part thereof found to be necessary is the result of an act or failure to act of the Grantee, its successors or assigns, or any party in possession after the date of this conveyance that either: (i) results in a release or threatened release of a hazardous substance that was not located on the Property on the date of this conveyance; or (ii) causes or exacerbates the release or threatened release of a hazardous substance the existence and location of which was known and identified to the applicable regulatory authority as of the date of this conveyance. (2) In the event Grantee, its successors or assigns, seeks to have Grantor conduct any additional response action, and, as a condition precedent to Grantor incurring any additional cleanup obligation or related expenses, Grantee, its successors or assigns, shall provide Grantor 45 days written notice of such a claim. In order for the 45 - day period to commence, such notice must include credible evidence that: (a) the associated contamination existed prior to the date of this conveyance; and I (b) the need to conduct any additional response action or part thereof was not the result of any act or failure to act by the Grantee, its successors or assigns, or any party in possession. (C) ACCESS. Grantor reserves a right of access to all portions of the Property for environmental investigation, remediation or other corrective action. This reservation includes the right of access to and use of available utilities at reasonable cost to Grantor. These rights shall be exercisable in any case in which a remedial action, response action, or corrective action is found to be necessary after the date of this conveyance, or in which access is necessary to carry out a remedial action, response action, or corrective action on adjoining property. Pursuant to this reservation, the United States of America, and its respective officers, agents, employees, contractors and subcontractors shall have the right (upon reasonable advance written notice to the record title owner) to enter upon the Property and conduct investigations and surveys, to include drilling, test -pitting, borings, data and records compilation and other activities related to environmental investigation, and to carry out remedial or removal actions as required or necessary, including but not limited to the installation and operation of monitoring wells, pumping wells, and treatment facilities. Any such entry, including such activities, responses or remedial actions, shall be coordinated with record title owner and shall be performed in a manner that minimizes interruption with activities of authorized occupants. 12. HOLD HARMLESS. (A) The Grantee hereby agrees to indemnify, defend, save and hold harmless the Grantor to the extent of all limitations permitted by law, specifically Section 768.28, Florida Statutes, from all claims, demands, liabilities and suits as a result of the Grantee's negligence, or breach of this Deed by the Grantee, its agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the Gantor for the Grantor's negligence or breach of contract. The Grantor may be held liable to the extent authorized by the Federal Tort Claims Act for the acts or omissions of its duly authorized employees acting within their scope of work. (B) The Grantee, its successors and assigns, covenant and agree that the Grantor shall not be responsible for any costs associated with modification or termination of the NOTICES, USE RESTRICTIONS, AND RESTRICTIVE COVENANTS in this Deed, including without limitation, any costs associated with additional investigation or remediation of asbestos, lead-based paint, or other condition on any portion of the Property. (C) Nothing in this Hold Harmless provision will be construed to modify or negate the Grantor's obligation under the CERCLA Covenant or any other statutory obligations. 13. The Grantee agrees that it shall neither transfer, lease, nor grant any interest, privilege, or license in the Property without inclusion of the environmental provisions contained in this Deed and Grantee shall require the inclusion of this environmental provisions in all further deeds, transfers, leases, or grant of any interest, privilege or license in the Property. 14. The Grantee shall comply with all applicable Federal, State, and local laws, regulations and standards that are or may become applicable to the Grantee's activities on the Property. 5 15. The Grantee understands and agrees that the Property conveyed in this Deed is being transferred pursuant to 40 U.S.C. § 550(e) for use as a public park or recreation area use and agrees that the Property will be used and maintained for such purposes in perpetuity, and that in the event the Property ceases to be used or maintained for public park or recreation area use, all or any portion of the Property shall, in its then existing condition, at the option of the Grantor, revert to the United States of America. In the event there is a breach of any of the conditions and covenants herein contained by the Grantee, its successors and assigns, whether caused by the legal or other inability of the Grantee, its successors and assigns, to perform said conditions and covenants, or otherwise, all right, title and interest in and to said Property and premises shall revert to and become the property of the Grantor at its option, which in addition to all other remedies for such breach shall have the right of entry upon said Property and premises, and the Grantee, its successors and assigns, shall forfeit all right, title and interest in said premises and in any and all of the tenements, hereditaments and appurtenances thereunto belonging; provided, however, that the failure of the Secretary to require in any one or more instances complete performance of any of the conditions or covenants shall not be construed as a waiver or relinquishment of such future performance, but the obligation of the Grantee, its successors and assigns, with respect to such future performance shall continue in full force and effect. The Grantee, by its acceptance of this Deed, covenants and agrees for itself, and its successors and assigns, that in the event the Grantor exercises its option to revert all right, title, and interest in the Property to the Grantor, or the Grantee voluntarily returns title to the Property in lieu of a reverter, then the Grantee shall provide protection to and maintenance of said Property at all times until such time as the title is actually reverted or returned to and accepted by the Grantor, including the period of any notice of intent to revert. Such protection and maintenance shall, at a minimum, conform to the standards prescribed by the General Services Administration in its Federal Property Management Regulations, 41 C.F.R. 101 - 47.402, in effect at the time of the reversion. 16. The conditions, restrictions and covenants set for in the Deed are a binding servitude on the herein conveyed Property and will be deemed to run with the land in perpetuity. Restrictions, stipulations and covenants contained herein will be inserted by the Grantee verbatim or by express reference in any deed or other legal instrument by which it purports to divest itself of either the fee simple title or any other lesser estate in the Property or any portion thereof. All rights and powers reserved to the Grantor, and all references in this deed to Grantor shall include its successor in interest. The Grantor may agree to waive, eliminate, or reduce the obligations contained in the covenants, provided, however, that the failure of the Grantor or its successor to insist in any one or more instances upon complete performance of any of the said conditions shall not be construed as a waiver or a relinquishment of the future performance of any such conditions, but the obligations of the Grantee, its successor and assigns, with respect to such future performance shall be continued in full force and effect. 17. In the case of any legal dispute between the Grantee and the Grantor, venue shall be Miami -Dade County, Florida and each party shall be responsible for its own attorney's fees and costs. 0 IN WITNESS WHEREOF, the Grantor has caused these presents to be executed in its name and on its behalf this the day of _ , 2018. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] WITNESSES: UNITED STATES OF AMERICA Acting by and through the Secretary of the Department of the Interior Through: Regional Director Southeast Region National Park Service 3-7 Chris Abbett Associate Regional Director for Partnerships, Interpretation and Education STATE OF GEORGIA ) COUNTY OF FULTON ) On this _ day of — , 2016 before me, the subscriber, personally appeared, Chris Abbett, Associate Regional Director For Partnerships, Interpretation, and Education, Southeast Region, National Park Service, of the United States Department of the Interior, a governmental agency of the United States of America, and known to me to be the same person described in and who executed the foregoing instrument, as the act and deed of the United States of America, for and on behalf of the Secretary of the Interior, duly designated, empowered and authorized so to do by said Secretary and he acknowledges that he executed the foregoing instrument for and on behalf of the United States of America for the purposes and uses therein described. My commission expires: NOTARY PUBLIC I ACCEPTANCE The foregoing conveyance is hereby accepted and the undersigned agrees, by this acceptance, to assume and be bound by all the obligations, conditions, covenants and agreements therein contained. Executed by CITY OF MIAMI, a municipal corporation of the State of Florida By: Emilio T. Gonzalez, City Manager Date: ATTEST: Todd B. Hannon, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez City Attorney STATE OF FLORIDA) COUNTY OF MIAMI-DADE) APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Director Risk Management Administrator The foregoing instrument was acknowledged before me this day of , by , as City Manager for the City of Miami, a municipal corporation of the State of Florida. (NOTARY PUBLIC) SEAL (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: I Notary Public Exhibit A Survey to be incorporated prior to conveyance. 10