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HomeMy WebLinkAboutExhibit A SUBTHIS DOCUMENT IS A SUBSTITUTION. THE ORIGINAL CAN BE SEEN AT THE END OF THE DOCUMENT. Prepared by and Return After Recordation to: Victoria Mendez, City Attorney Office of the City Attorney 444 SW 2nd Avenue, Ste. 945 Miami, FL 33130 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA, MENGAR HOLDINGS AT 709, LLC, AND LAND 1 (ONE), LTD. REGARDING CLOSURE, VACATION, AND CONVEYANCE OF REVERSIONARY RIGHTS IN CERTAIN ADJACENT ALLEYS THIS AGREEMENT is entered this _ day of , 2019, by and between MENGAR HOLDINGS AT 709, LLC, a Florida limited liability company ("Mengar"), LAND 1 (ONE), LTD., a Florida limited partnership ("Land One"), and the CITY OF MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida ("City"), (Mengar, Land One, and the City together referred to as the "Parties"). WITNESSETH: WHEREAS, Mengar holds fee simple title to approximately 0.63 acres +/- of property located at 4121 Northwest 7 Street, 701, 709, and 731 Northwest 42 Avenue, within the City of Miami ("Mengar Property"), more particularly identified in Exhibit "A"; and WHEREAS, the City holds fee simply title to approximately 0.72 acres +/- of property located at 4101 Northwest 7 Street, 750, and 760 Northwest 41 Avenue, within the City of Miami, which is currently used as Fire -Rescue Station #10 ("Station #10 Property"), more particularly identified in Exhibit "B"; and WHEREAS, Mengar, in addition to the Mengar Property described above, holds fee simple title to approximately 0. 18 acres +/- of property located at 770 Northwest 41 Avenue, within the City of Miami, which is adjacent to and directly north of the Station #10 Property ("Station #10 Addition Property") and is more particularly identified in Exhibit "C"; and WHEREAS, Mengar conveyed the Station #10 Addition Property to the City, which conveyance was accepted by the City Commission pursuant to Resolution R-19-0131 adopted March 28, 2019 by the City Commission and attached as Exhibit "D"; and WHEREAS, Land One holds fee simple title to approximately 1.0 acres +/- of property located at 835 and 875 Northwest 42 Avenue abutting the Mengar Property, within the City of Miami ("Land One Property" and collectively with the Mengar Property, and Station #10 Property, the "Parties' Properties"), more particularly identified in Exhibit "E"; and WHEREAS, Mengar conveyed the Station #10 Addition Property to the City with a reverter that provided that the property would revert to Mengar should a suitable development agreement not be executed by the Parties that provides for, inter glia, the apportionment of the alleys bisecting the Mengar Property and Station #10 Property whereby the totality of the north -south Page 1 of 36 FILE NO. 5954 EXHIBIT A SUB alley between the Mengar Property and the Station #10 Property would be apportioned to the Mengar Property; and WHEREAS, in order to avoid a dead-end condition created by the vacation and closure of the abovementioned alleys, the City wishes to dedicate an area over the Station #10 Addition Property (the "City Dedication") to maintain the throughput of the remainder of the alley in the subject block; and WHEREAS, the inclusion of the Land One Property and the apportionment of the alley abutting the southernmost approximately 52.5 feet of the Land One Property to Land One will allow for the City to place the City Dedication at the northern edge of the Station #10 Addition Property, thereby maximizing the use of the same; and WHEREAS, the Florida Local Government Development Agreement Act, Florida Statutes, 163.3220 through 163.3243, allows for a Development Agreement between property owners and the City; and WHEREAS, this Development Agreement ("Agreement") satisfies the requirements set forth in the Florida Statutes; and WHEREAS, the Parties wish for development of their respective properties to proceed in a manner which is consistent with the Comprehensive Plan; and WHEREAS, the lack of certainty in the approval of development can result in a waste of economic and land resources, discourage sound capital improvement planning and financing, escalate the cost of housing and development, and discourage commitment to comprehensive planning; and WHEREAS, assurance to Mengar and Land One that it may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning process, encourages sound capital improvement planning and financing, assists in 'assuring there are adequate capital facilities for the development, encourages private participation in comprehensive planning, and reduces the economic costs of development; and WHEREAS, this Agreement will result in sound capital improvement planning by increasing the amount of land available for the City's current Fire Station #10 at no upfront cost to the City, encourages private participation in comprehensive planning, and strengthens the public planning process by encouraging the unification of the Parties' Properties while divesting the City of the responsibility to maintain alleys no longer needed to serve adjacent private properties; and WHEREAS, the conveyance by the City to Mengar and Land One for the City's respective reversionary rights in certain portions of alleys, as more particularly described herein, in exchange for Mengar's conveyance of the Station #10 Addition Property to the City and Land One's cooperation and inclusion in this Agreement that allows for the placement of the City Dedication in a manner that maximizes the City's use of the Station #10 Addition Property and the Station #10 Property, is hereby found to be both an action implementing a project of the City pursuant to Page 2 of 36 Section 29-13(c) of the City Charter by assisting in expanding the site of the current Fire Station #10 and, pursuant to Section 29-13(f) of the City Charter, the disposal of a non -waterfront parcel to an adjacent owner that is less than 7,500 square feet, and by itself, non -buildable; and WHEREAS, the City Commission pursuant to Ordinance No. , adopted on , has authorized the City Manager to execute this Agreement upon the terms and conditions set forth below, and Mengar and Land One have been duly authorized to execute this Agreement upon the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the Parties mutually agree and bind themselves as set forth herein: Section 1. Consideration. The Parties hereby agree that the consideration and obligations recited and provided for under this Agreement constitute substantial benefits to both Parties and thus adequate consideration for this Agreement. Section 2. Rules of Leaal Construction. For all purposes of the Agreement, unless otherwise expressly provided: (a) A defined term has the meaning assigned to it; , (b) Words in the singular include the plural, and words in the plural include the singular; (c) A pronoun in one gender includes and applies to other genders as well; (d) The terms "hereunder", "herein", "hereof', "hereto" and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles; (e) The Parties hereto agree that this Agreement shall not be more strictly construed against either the City, Mengar, or Land One, as all Parties are drafters of this Agreement; and (f) The recitals are true and correct and are incorporated into and made a part of this Agreement. The attached exhibits shall be deemed adopted and incorporated into the Agreement; provided however, that this Agreement shall be deemed to control in the event of a conflict between the attachments and this Agreement. Section 3. Definitions. Capitalized terms which are not specifically defined herein shall have the meaning given in Miami 21. "Agreement" means this Agreement between the City, Mengar, and Land One. "Alleys" mean, collectively, the portions of the alleys abutting the Parties' Properties' and Station #10 Addition Property to be closed, vacated, and abandoned by this Agreement, more particularly described in Exhibit "F". "City" means the City of Miami, a municipal corporation and a political subdivision of the State of Florida, and all departments, agencies, and instrumentalities subject to the jurisdiction thereof. Page 3 of 36 "City Dedication" means that area, which has a legal description depicted in substantially the attached form, as shown in Exhibit "G", dedicated for public right-of-way or highway purposes, in order to avoid the dead-end condition that would be created for the remainder of the alley in Block 3 upon closure, vacation, and abandonment of the Alleys. "Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163, Florida Statutes (2018), meeting the requirements of Section 163.3177, Florida Statutes (2018), Section 163.3178, Florida Statutes (2018) and Section 163.3221(2), Florida Statutes (2018), which is in effect as of the Effective Date. "County" means Miami -Dade County, a political subdivision of the State of Florida. "Effective Date" means the date of recordation of the executed, original version of this Agreement. "Existing Zoning" means the zoning designation and regulations of the Zoning Ordinance, the City Charter, and the City Code in effect as of the time of the Effective Date of this Agreement. "Land" means the earth, water, and air, above, below, or on the surface and includes and improvements or structures customarily regarded as land. "Land One Property" means the approximately 1.0 acres +/- of property located at 835 and 875 Northwest 42 Avenue, within the City of Miami, that is legally described as Lots 15, 16, 17, 18, 19, 20, and 21 in Block 3 of WHITEHEAD AND BLAIR SUBDIVISION, according the Plat thereof as recorded in Plat Book 44, Page 78 of the Public Records of Miami -Dade County, Florida, more particularly described in Exhibit "E". "Land One Alley" means that portion of the north -south alley, east of lot 15 of the Land One Property, the reversionary rights of which that are currently held by the City are to be conveyed to Land One by this agreement, more particularly described in Exhibit "H". "Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, and rules adopted by a federal, state, or local government affecting the development of land. "Mengar East-West Alley" means that portion of the east -west alley, north of lot 11 of the Mengar Property, the reversionary rights of which, if any, that are currently held by the City are to be conveyed to Mengar by this agreement, more particularly described in Exhibit "I". "Mengar North-South Alley" means that portion of the north -south alley between the Station #10 Property and the Mengar Property, adjacent to lots 13 and 14 Mengar Property, the reversionary rights of which that are currently held by the City are to be conveyed to Mengar by this agreement, more particularly described in Exhibit "J". Page 4 of 36 "Mengar Property" means the approximately 0.63 acres +/- of property located at 4121 Northwest 7 Street, 701, 709, and 731 NW 42 Avenue within the City of Miami that is legally described as Lots 11 through 14, Block 3, WHITEHEAD AND BLAIR SUBDIVISION, according the Plat thereof, as recorded in Plat Book 44 at Page 78 of the Public Records of Miami -Dade County, Florida, more particularly described in Exhibit "A". "Parties" means Mengar, Land One, and the City who are all signatories to this Agreement. "Parties' Properties" means, collectively, the Mengar Property, Land One Property, and Station #10 Property, but specifically excludes the Station #10 Addition Property. "Public Facilities" means major capital improvements, including, but not limited to, transportation, sanitary sewer, solid waste, drainage, potable water, educational, parks and recreational, streets, parking and health systems and facilities. "Reversionary Rights Deed" means those certain quitclaim deeds, to be executed by the City, granting Mengar the reversionary rights held by the City in the Mengar North- South Alley and Mengar East-West Alley, and granting Land One the reversionary rights held by the City in the Land One Alley, in substantially the attached form as shown in Exhibit X". "Reverter" means that provision of the Station #10 Addition Deed that provides that should Mengar and the City not execute a suitable development agreement by September 30, 2019, title to the Station #10 Addition Property shall revert to Mengar. "Station #10 Addition Deed" means that special warranty deed, recorded in Book Page of the Public Records of Miami -Dade County, Florida that conveyed the Station #10 Addition Property to the City, which conveyance was accepted by the City Commission pursuant to Resolution R-19-0131, adopted March 28, 2019. Resolution R- 19-0131 is attached as Exhibit "D". "Station #10 Addition Property" means the approximately 0.18 acres +/- of property located at 770 NW 41 Avenue, within the City of Miami, which is adjacent to and directly north of the Station #10 Property and is legally described as Lots 6, Block 3, WHITEHEAD AND BLAIR SUBDIVISION, according the Plat thereof, as recorded in Plat Book 44 at Page 78 of the Public Records of Miami -Dade County, Florida, more particularly described in Exhibit "C". "Station #10 Property" means the approximately 0.72 acres +/- of property located at 4101 Northwest 7 Street, 750, and 760 NW 41 Avenue, within the City of Miami, which is currently used as Fire -Rescue Station #10 and is legally described as Lots 7 through 10, Block 3, WHITEHEAD AND BLAIR SUBDIVISION, according the Plat thereof, as recorded in Plat Book 44 at Page 78 of the Public Records of Miami -Dade County, Florida, more particularly described in Exhibit "B". Page 5 of 36 "Vacation and Closure Notice" means that notice, recorded in the Public Records of Miami -Dade County by the City upon all conditions precedent being fulfilled by this Agreement, evidencing the same and providing for the final vacation and closure of the Alleys as well as the dedication of land contemplated by the City Dedication, in substantially the attached form as shown in Exhibit "L". Section 4. Purpose. The purpose of this Agreement is to: 1. Close, vacate, and discontinue the Alleys after the following have occurred: a. Require appraisal of the value of the City's reversionary rights in the Mengar East-West Alley and Mengar North-South Alley, to be conveyed to Mengar, and the City's reversionary rights in the Land One Alley, to be conveyed to Land One, as compared to the value of the Station #10 Addition Property acquired by the City from Mengar; and b. Assuming equal or more than fair market return for conveying said reversionary rights to Mengar and Land One compared to the value of the Station #10 Addition Property received from Mengar, authorize the conveyance of those reversionary rights. 2. Prior to the closure, vacation, and discontinuance of the alleys, provide for: a. Mengar's release of the reverter contained in the Station #10 Addition Deed; b. Conveyance of private easements to utilities with facilities located in the Alleys; and c. The dedication of the City Dedication. This Agreement will establish, as of the Effective Date, the process by which the purpose of this Agreement is fulfilled. Section 5. Intent. Mengar, Land One, and the City intend for this Agreement to be construed and implemented so as to effectuate the purpose of this Development Agreement, Existing Zoning, the Comprehensive Plan, and the Florida Local Government Development Agreement Act, Sections 163.3220 — 163.3243, Florida Statutes (2011). Section 6. Applicability. This Agreement only applies to the Parties' Properties and the Station #10 Addition Property identified in Exhibits "A", "B", "C", and "E" as well as the Alleys described in Exhibit "F". Section 7. Term of Agreement, Effective Date and Bindina Effect. This Agreement is authorized and governed by Sections 163.3220-163.3242, Florida Statues, known as the "Florida Local Government Development Agreement Act" and shall have a term of five (5) years from the Effective Date, and shall be recorded in the public records of Miami -Dade County and filed with the City Clerk. The term of this Agreement may be extended by mutual consent of the Parties subject to a public hearing, pursuant to s. 163.3225, Florida Statutes (2011). This Agreement shall become effective on the Effective Date and shall constitute a covenant running with the land that shall be binding upon, and inure to, the benefit of the parties, their successors, assigns, heirs, legal representatives, and personal representatives. Page 6 of 36 Section 8. Permitted Develoament Uses and Buildina Intensities. Intensitv, Uses, and Buildina Heiahts. (1) As of the Effective Date the intensity proposed for the Parties' Properties and the Station #10 Addition Property shall be consistent with the intensities permitted by the Existing Zoning and are consistent with the Comprehensive Plan. (2) As of the Effective Date and the pursuant to the Existing Zoning, the Uses proposed for the Parties' Properties and the Station #10 Addition Property are permitted by the Existing Zoning and are consistent with the Comprehensive Plan. (3) As of the Effective Date and the pursuant to the Existing Zoning, the Heights proposed for the Parties' Properties and the Station #10 Addition Property are permitted by the Existing Zoning and are consistent with the Comprehensive Plan. (4) As of the Effective Date and the pursuant to the Existing Zoning, the allowable density proposed for the Parties' Properties and the Station #10 Addition Property are permitted by the Existing Zoning and are consistent with the Comprehensive Plan. (5) Notwithstanding the above, it is the intent of this Agreement that there be no change, by this Agreement, of the Comprehensive Plan designation or Existing Zoning designation for the Parties' Properties and the Station #10 Addition Property. Nothing in this Agreement shall be construed as preventing Mengar or Land One from seeking any change to its respective Comprehensive Plan designations or Existing Zoning designations pursuant to applicable law related to the same. (6) Notwithstanding the above, nothing shall preclude the City, upon release of the Reverter, from initiating the process for an amendment to the Future Land Use Map of the Comprehensive Plan and an accompanying rezoning application to amend the Future Land Use Map and Miami 21 Atlas, respectively, in order to effectuate the Station #10 Addition Property's intended use as a portion of the currently existing or to -be -redeveloped Fire Station #10 in conjunction with the Station #10 Property or for any other lawful purpose. Section 9. Reverter Staved by Execution of Aareement The Parties agree that, notwithstanding the contents of the Station #10 Addition Deed, after the Effective Date of this Agreement, the Reverter may not be exercised by Mengar so as to divest the City of title to the Station #10 Addition Property. Mengar further agrees that this Agreement is a suitable development agreement, as contemplated in the Reverter, requiring the release of the Reverter pursuant to the terms of this Agreement. Section 10. Findinas Related to the Allevs. Notwithstanding Section 55-15(c) of the City Code, the City makes the following findings of fact related to the closure, vacation, and abandonment of the Alleys: Page 7 of 36 1. It is in the public interest because it will result in a larger, unified building site for Fire Station #10, enhancing Fire -Rescue services to the immediate area. Additionally, by divesting the City of unnecessary alleys, maintenance costs and potential liability are reduced concurrent with the placement of additional property subject to ad valorem taxation onto the tax rolls. 2. The general public and public service vehicles do not use the Alleys and sufficient access is still maintained by all those abutting the same. 3. There would be no adverse effect on the ability to provide emergency services. The unification of the Station #10 Property by removing the east -west alley bisecting the Station #10 Property will have a positive effect on providing emergency services to the surrounding area by allowing for the future redevelopment of Station #10, increasing Fire -Rescue capacity to serve the surrounding area. 4. The vacation and closure will have a beneficial effect on pedestrian and vehicular circulation because the new alley configuration created by the City Dedication will ensure vehicular circulation while eliminating the undesirable vehicular circulation condition currently existing by having the east -west alley that bisects the Mengar Property which terminates at Northwest 42 Avenue, a major arterial section -line road. Section 11. Proiect Approval. Within sixty (60) days of the Effective Date, the City will select and retain, at Mengar's expense, appraisers to conduct two (2) independent appraisals valuing both the Station #10 Addition Property (inclusive of it to be burdened by the City Dedication) compared to the reversionary rights held by the City in Land One Alley, Mengar East-West Alley, and Mengar North-South Alley. Upon completion of the appraisals and so long as the value received by the City for the Station #10 Addition Property (inclusive of the City Dedication described above) is equal to or greater than the value received by Mengar and Land One for the City's respective reversionary rights in the Land One Alley, Mengar East-West Alley, and Mengar North-South Alley, as determined by the two (2) appraisals averaged together, the City shall execute and deliver to Land One and Mengar, respectively, the applicable Reversionary Rights Deeds. Should the value of the reversionary rights in the Land One Alley, Mengar East- West Alley, and Mengar North-South Alley be determined to be greater than the value received by the City for the Station #10 Addition Property (inclusive of the City Dedication described above), Mengar may elect, within fifteen (15) days to either: 1. Pay the City the difference in appraised value between the Station #10 Addition Property (inclusive of the City Dedication described above) and the reversionary rights to be conveyed to Mengar and Land One; or Page 8 of 36 2. Terminate this Agreement by notifying the City and Land One and filing a notice in the Public Records indicating the same at which time Mengar may exercise the Reverter. Simultaneous with the delivery of the Reversionary Rights Deeds by the City to Mengar and Land One, Mengar shall execute a release of the Reverter, in a form acceptable to the City Attorney. Land One shall then deliver its Reversionary Rights Deed to Mengar for simultaneous recordation more particularly described below. Mengar, upon receipt of its Reversionary Rights Deed and Land One's Reversionary Rights Deed, shall, within fifteen (15) days, post the bond described in Section 13 and then record, at its expense, the Reversionary Rights Deeds and the release of Reverter. Mengar shall then notify the City and Land One of the recordation. Following the recordation of the Reversionary Rights Deeds and the release of Reverter, and after conveyance of any easements to utilities required by Section 14 of this Agreement or removal of such utilities as allowed by Section 14, the City shall execute and record the Vacation and Closure Notice. Upon recordation of the Vacation and Closure Notice, the Alleys shall be deemed closed, vacated, and discontinued, without requiring re -platting by the Parties, at which time the City shall update its applicable records, including its Municipal Atlas Sheets kept on file with the Department of Resilience and Public Works evidencing the same. Consistent with Section 2.2.5.3(e) of Miami 21, the zoning ordinance of the City, the transect zone boundary, upon vacation and closure of the Alleys, will move consistent with the ownership of the Parties' Properties and Station #10 Addition Property, as applicable. Section 12. Dedication of Land for Public Purpose. The City Dedication shall be created by this Agreement and become effective upon the recordation of the Vacation and Closure Notice. The land described in the City Dedication shall be for public right-of-way or highway purposes as an alley. Section 13. Hold Harmless and Bond for Less than ComDlete Allev Closure Because the closure and vacation of the Alleys does not encompass the entirety of the alleys in that block, pursuant to Section 54-4(b) of the City Code, Mengar agrees, with and for the benefit of the City, to fully indemnify, hold harmless and defend (at Mengar's expense) the City and Land One, its officials, assigns, and employees of and from any claims, demands, liabilities, losses, causes of action of any nature whatsoever arising out of or in connection with the vacation, closure, and abandonment of the Alleys asserted by the adjoining property owners or any Page 9 of 36 other interested party against the City or Land One, including any orders, judgments or decrees which may be entered as a result thereof and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of such claim, or in the investigation thereof. Further, Mengar agrees to post a bond, in compliance Section 54-4(b) of the City Code, shall provide to the City a bond in the amount of Five Hundred Thousand Dollars ($500,000.00) to be effective throughout the applicable statute of limitations period, a period of four (4) years from the vacation, closure, and abandonment of the Alleys, pursuant to Florida Statute 95.11(3). This provision survives the termination of this Agreement until the end of the applicable statute of limitations associated with the closure, vacation, and abandonment of the Alleys unless this Agreement is terminated without fully effectuating the closure, vacation, and abandonment of the Alleys. Section 14. Closure and Vacation of Allevs Not to Affect Existinq Utilities; Dutv to Convev Private Easements to Affected Utilities In accordance with Section 54-4(c) of the City Code, the closure, vacation, and abandonment of the Alleys shall not in any manner affect utility equipment or services already installed in the Alleys, or the right to thereafter maintain and operate the equipment and services in the Alleys during the term of the franchise under which the equipment and services were installed therein provided that nothing herein shall preclude any of the Parties from subsequently pursuing removal of equipment, if any, in accordance with applicable law. The respective Parties, if such satisfactory removal arrangements are not made with utilities with facilities in the Alleys, shall convey easements to utilities, prior to the final vacation and closure of the Alleys, in order to ensure continued use by any utility with facilities therein, provided however that this shall not be construed as a duty on any party to remove or relocate utility facilities located on its respective properties. The City, through the City Manager or designee, is authorized to grant such easement(s) over the Station #10 Property and Station #10 Addition Property to any utility with facilities therein as well as any other utility as necessary for the use of the Station #10 Property and Station #10 Addition Property. Section 15. Sketches and Leqal Description to be Provided by Mengar For all legal instruments contemplated by this Agreement, whether from the City or to the City, Mengar, at its expense shall provide all sketches and / or legal descriptions, as may be required for such instruments. Section 16. Subseauently Adopted Laws This Agreement, being limited in nature to the process generally outlined in Sections 4 and 11 and primarily entered into by the Parties to provide for a structured and orderly closure of the Alleys, shall be subject to subsequently Page 10 of 36 adopted laws and policies adopted by the City. It is specifically anticipated and provided for by this Agreement, in accordance with Section 163.3233, Florida Statutes, that subsequent laws and policies related to zoning, the comprehensive plan, subdivision regulations, and other laws related to the City's land development regulations may apply to the Parties' Properties and the Station #10 Addition Property after the Effective Date of this Agreement. Section 17. Authority to Execute Contemplated Documents by City Manaqer For all legal instruments contemplated by this Agreement which the City must execute, the City Manager is authorized to do so. Section 18. Local Development Permits. (a) The development of the Properties in accordance with the Existing Zoning is contemplated by Mengar, Land One, and the City. Redevelopment of the Properties may require additional permits or approvals from the City, County, State, or Federal government and any division thereof. Subject to required legal process and approvals, the City shall make a good faith effort to take all reasonable steps to cooperate with and facilitate all such approvals, including acting as an applicant or co -applicant. Such approvals include, without limitation, the following approvals and permits and any successor or analogous approvals and permits: (1) Building permits; (2) Certificates of use and/or occupancy; (3) Unities of title or covenants in lieu of unity of title; (4) Stormwater Permits; and (5) Any other official action of the City, County, or and other government agency having the effect of permitting development of the Property. (b) In the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any plans, buildings, or development on the Properties shall be vested solely in the City Manager, with the recommendation of the Planning Director or any other relevant party. Any such site plan shall be approved if it meets the requirements and criteria of the Existing Zoning, the Comprehensive Plan and the terms of this Agreement. Section 19. Consistencv with Comprehensive Plan. The City finds that development of the Parties' Properties and the Station #10 Addition Property is in conformity with the Existing Zoning and is consistent with the Comprehensive Plan. In the event that the Existing Zoning or the Comprehensive Plan requires Mengar or Land One to provide additional Public Facilities to accommodate the Project, Mengar, will provide such Public Facilities consistent with the timing requirements of Section 163.3180, Florida Statutes (2010). Mengar and Land One shall be bound by the City impact fees and assessments in existence as of the date of obtaining a building permit, per chapter 13 of the City Code. Page 11 of 36 Section 20. Necessitv of Complvinq with Local Reaulations Relative to Development Permits. The Parties agree that the failure of this Agreement to address a particular permit, condition, fee, term license or restriction in effect on the Effective Date shall not relieve Mengar or Land One of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions. Section 21. Reservation of Development Riahts. (a) For the term of this Agreement, the City hereby agrees that it shall permit the development of the Properties in accordance with the Existing Zoning, the Comprehensive Plan and the Agreement. (b) Nothing herein shall prohibit an increase in the density or intensity of development permitted on the Mengar Property, Land One Property, Station #10 Property, or Station #10 Addition Property in a manner consistent with (1) the Existing Zoning and the Comprehensive Plan, (2) any zoning change subsequently requested or initiated by Mengar or Land One (as to their respective properties) or the City in accordance with applicable provision of law or (3) any zoning change subsequently enacted by the City. (c) The expiration or termination of this Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any claims of vested rights or equitable estoppel, obtained or held by Mengar or Land One or its successors or assigns to continue development of its respective properties in conformity with Existing Zoning and all prior and subsequent development permits or development orders granted by the City. Further the expiration or termination of this Agreement shall not alter the final disposition of the Alleys should they be vacated, closed, and discontinued as provided herein. Section 22. Financial Obligations of Land One. This Agreement is not intended to create any financial obligation on the part of Land One aside from any incidental costs that may be incurred in connection with fulfilling its duties pursuant to this Agreement including, but not limited to attorney's fee expenditures, execution of required legal instruments as contemplated herein, and any cooperation required by the City or Mengar in order to effectuate the project approval as contemplated herein. Section 23. Notices. (a) All notices, demands and requests which may or are required to be given hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal service or sent by United States Registered or Certified Mail, return receipt requested, postage prepaid, or by overnight express delivery, such as Federal Express, to the parties at the addresses listed below. Any notice given pursuant to this Agreement shall be deemed given when received. Any actions required to be taken hereunder Page 12 of 36 which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be performed timely when taken on the succeeding day thereafter which shall not be a Saturday, Sunday, or legal holiday. To the City: City Manager City of Miami 3500 Pan American Drive Miami FL, 33133 With a copy to: City Attorney Miami Riverside Center 444 S.W. 2nd Ave., 9t" Floor Miami, FL 33130 To Mengar: Nicolas 0. Mendizabal 709 N.W. 42 Avenue Miami, Florida 33126 With a copy to: Berger Singerman P.A. c/o Javier L. Vazquez, Esq. 1450 Brickell Avenue, #1900 Miami, FL 33131 To Land One: Jose Valle 1553 San Ignacio Avenue Coral Gables, FL 33146 With a copy to: Greenberg Traurig P.A. c/o Ethan B. Wasserman, Esq. 333 S.E. 211 Avenue, Ste. 4400 Miami, FL 33131 (b) Any Party to this Agreement may change its notification address(es) by providing written notification to the remaining parties pursuant to the terms and conditions of this section. Section 24. Exclusive Venue. Choice of Law. Specific Performance. It is mutually understood and agreed by the parties hereto, that this Agreement shall be governed by the laws of the State Page 13 of 36 of Florida, including but not limited to Sections 163.3220-163.3242, Florida Statutes, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity or judicial proceedings for the enforcement of this Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or federal courts and venue for any such actions shall lie exclusively in a court of competent jurisdiction in the County. In addition to any other legal rights, the City, Mengar, and Land One shall each have the right to specific performance of this Agreement in court. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The Parties irrevocably waive any rights to a jury trial. Section 25. Voluntary Compliance. The Parties agree that in the event all or any part of this Agreement is struck down by judicial proceeding or preempted by legislative action, the Parties shall continue to honor the terms and conditions of this Agreement to the extent allowed by law. Section 26. No Oral Chanae or Termination. This Agreement and the exhibits and appendices appended hereto and incorporated herein by reference, if any, constitute the entire Agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the Parties with respect to the subject matter hereof, and no change, modification, or discharge hereof in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the party against whom enforcement of the change, modification or discharge is sought. This Agreement cannot be changed or terminated orally. Section 27. Compliance with Apalicable Law. Subject to the terms and conditions of this Agreement, throughout the Term of this Agreement, Mengar, Land One, and the City shall comply with all applicable federal, state, or local laws, rules, regulations, codes, ordinances, resolutions, administrative orders, permits, policies, and procedures and orders that govern or relate to the respective Parties' obligations and performance under this Agreement, all as they may be amended from time to time. Section 28. Representations; Representatives. Each party represents to the others that this Agreement has been duly authorized, delivered and executed by such party and constitutes the legal, valid, and binding obligation of such party, enforceable in accordance with its terms. Section 29. No Exclusive Remedies. No remedy or election given by any provision in the Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the remedies granted hereunder upon a default of the other party shall be cumulative and in addition to all other remedies of law or equity arising from such event of default, except where otherwise expressly provided. Section 30. Failure to Exercise Riahts not a Waiver: Waiver Provisions. The failure by either party to promptly exercise any right arising hereunder shall not constitute a waiver of such right unless otherwise expressly provided herein. No waiver or breach of any provision of this Page 14 of 36 Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. Section 31. Events of Default. (a) Mengar shall be in default under this agreement if Mengar fails to perform or breaches any term(s), covenant(s), or condition(s) of this Agreement which is not cured within 30 days after receipt of written notice from the City specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within 30 days, then Mengar shall not be in default if it commences to cure such breach within 30 -days and diligently prosecutes such cure to completion (b) The City shall be in default under this Agreement if the City fails to perform or breaches any term, covenant, or condition of this Agreement and such failure is not cured within 30 days after receipt of written notice from the Mengar or Land One specifying the nature of such breach; provided, however, that if such breach cannot reasonably by cured within 30 days, the City shall not be in default if it commences to cure such breach within 30 days and diligently prosecutes such cure to completion. (c) It shall not be a default under this Agreement if either party is declared bankrupt by a court of competent jurisdiction. All rights and obligations in this Agreement shall survive such bankruptcy of either party. The parties hereby forfeit any right to terminate this Agreement upon the bankruptcy of the other party. This section does not absolve Mengar or Land One of any of its obligations pursuant to the City Code should it declare bankruptcy, including but not limited to ensuring that all construction sites, buildings, structures, and excavation sites are safe. (d) The default of a successor or assignee of any portion of Mengar's or Land One's rights hereunder shall not be deemed a breach by Mengar or Land One. Section 32. Remedies Upon Default. (a) Neither party may terminate this Agreement upon the default of the other party, but shall have all of the remedies enumerated herein. (b) Upon the occurrence of a default by a party to this Agreement not cured within the applicable grace period, Mengar, Land One, and the City agree that any party may seek specific performance of this Agreement, and that seeking specific performance shall not waive any right of such party to also seek monetary damages, injunctive relief, or any other relief other than termination of this Agreement. Section 33. Severabilitv. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, hereafter be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such term of provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. Section 34. Assiqnment, Transfer. & Joinder. This Agreement shall be binding on Mengar and Land One and its respective heirs, successors, and assigns. Any such assignee shall assume all applicable rights and obligations under this Agreement. Page 15 of 36 Section 35. Other Obliaations Survivina Termination Hereof. Notwithstanding and prevailing over any contrary term of provision contained herein, in the event of any lawful termination of this Agreement, the following obligations shall survive such termination and continue in full force and effect until the expiration of a one (1) year term following the earlier of the effective date of such termination or expiration of the Term: (a) the exclusive venue and choice of law provision contained herein; (b) rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement; and (c) any other term or provision herein which expressly indicates either that it survives the termination or expiration hereof or is or may be applicable or effective beyond the expiration or permitted early termination hereof. Section 36. Lack of Aaencv Relationship. Nothing contained herein shall be construed as establishing an agency relationship between the City and Mengar, the City and Land One, or Land One and Mengar, and neither Mengar or Land One nor its respective employees, agents, contractors, subsidiaries, divisions, affiliates, or guests shall be deemed agents, instrumentalities, employees, or contractors of the City for any purpose hereunder, and the City, its contractors, agents, and employees shall not be deemed contractors, agents, or employees of Mengar or Land One or their subsidiaries, divisions, or affiliates. Section 37. Cooperation; Expedited Permittina and Time is of the Essence. (a) The Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to this Agreement. Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent Mengar or Land One, as applicable does not only comply with the applicable requirements of the Existing Zoning, the Comprehensive Plan, this Agreement, the applicable building codes, or any other Laws. Section 38. Enforcement. (a) In the event that Mengar or Land One, their successors, and/or assigns fail to act in accordance with the terms of the Existing Zoning or this Agreement, the City shall seek enforcement of said violation upon the subject property. (b) Enforcement of this Agreement shall be by action against any parties or person violating, or attempting to violate, any covenants set forth in this Agreement. The prevailing party in any action or suit pertaining to or arising out of this Agreement shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as the Court may adjudge to be reasonable for the services of his/her/its attorney. (c) This enforcement provision shall be in addition to any other remedies available at law, in equity or both. Section 39. Amendment or Termination by Mutual Consent, This Agreement may not be amended or terminated during its term except by mutual agreement of Mengar and the City, provided that for any amendment, Land One's agreement shall only be required if its rights are impacted by such amendment. Prior to any amendment or termination of this Agreement during Page 16 of 36 its term, the City shall hold two (2) public hearings to consider and deliberate such amendment or termination. Section 40. Third Partv Defense. The City and Mengar shall each, at their own cost and expense, vigorously defend any claims, suits or demands brought against them by third parties, challenging the Agreement, or objecting to any aspect thereof, including, without limitation, (a) a consistency challenge pursuant to Section 163.3215, Florida Statutes (2018), (b) a petition for writ of certiorari, (c) an action for declaratory judgment, or (d) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). The Parties shall promptly give the others written notice of any such action, including those that are pending or threatened and all responses, filings, and pleadings with respect thereto. Section 41. No Conflict of Interest. Mengar and Land One agrees to comply with Section 2- 612 of the City Code as of the Effective Date, with respect to conflicts of interest. Section 42. No Third-Party Beneficiarv. No Persons or entities other than Mengar, Land One, and the City, their heirs, permitted successors and assigns, shall have any rights whatsoever under this Agreement. Section 43. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall constitute an original but all of which, when taken together shall constitute one and the same agreement. NOW, WHEREOF, the City, Mengar, and Land One have caused this Agreement to be duly executed. [Signature Pages to Follow] Page 17 of 36 MENGAR HOLDINGS AT 709, LLC Witness Signature AN Witness Name Witness Signature Witness Name Eloy Garcia, managing member STATE OF FLORIDA— COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this day of 20 by Eloy Garcia, in his capacity as managing member, on behalf of Mengar Holdings at 709, LLC. He is personally known to me or produced as identification. Page 18 of 36 LAND 1 (ONE), LTD Witness Signature 0 Witness Name Witness Signature Witness Name Jose Valle, President of Caval Real Estate Management Corporation, its general partner STATE OF FLORIDA— COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this day of 20 , by Eloy Garcia, in his capacity as President of Caval Real Estate Management Corporation, its general partner, on behalf of Land 1 (One), Ltd. He is personally known to me or produced as identification. Page 19 of 36 ATTEST: CITY OF MIAMI, a municipal corporation BY: Todd Hannon, City Clerk Emilio T. Gonzalez, City Manager APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez City Attorney Page 20 of 36 EXHIBIT "A" — LEGAL DESCRIPTION OF MENGAR PROPERTY Lots 11 through 14, Block 3, WHITEHEAD AND BLAIR SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 44 at Page 78 of the Public Records of Miami -Dade County, Florida. Page 21 of 36 EXHIBIT "B" — LEGAL DESCRIPTION OF STATION #10 PROPERTY Lots 7, 8, 9 and 10, Block 3, "Whitehead and Blair", according to the Plat thereof as recorded in Plat Book 44, at Page 78, of the Public Records of Miami -Dade County, Florida. Page 22 of 36 EXHIBIT "C" — LEGAL DESCRIPTION OF STATION #10 ADDITION PROPERTY Lot 6, Block 3, Whitehead and Blair Sub'dv'n, according to the Plat thereof as recorded in Plat Book 44, Page 78, Public Records of Miami -Dade County, Florida. Page 23 of 36 EXHIBIT "D" — COPY OF RESOLUTION R-19-0131, AUTHORIZING ACCEPTANCE OF THE STATION #10 ADDITION PROPERTY BY THE CITY COMMISSION A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO ACCEPT, PURSUANT TO A SPECIAL WARRANTY DEED ("DEED-), IN SUBSTANTIALLY THE. FORM ATTACHED AS EXH€BIT"B"ATTACHED AND INCORPORATED, CERTAIN REAL PROPERTY LOCATED AT 770 NORTHWEST 41 AVENUE, MIAMI, FLORIDA, AS DEPICTED IN EXHIBIT `&` ATTACHED AND INCORPORATED (" SUBJECT PROPERTY"), FROM MENGAR HOLDINGS AT 709, LLC ('GRANTOR") TO THE CITY OF MIAMI ("CITY"); FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE ANY AND ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS TO SAID DOCUMENTS, ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY TO EFFECTUATE SAID CONVEYANCE, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE DEED, -• s - WHEREAS, Meager Holdings at 709, LLC ("Grantor) is the owner of certain real property located at 770 Northwest 41 Avenue, Miami, Florida, which has a legal description of Lot 6, Bieck 3 of the Whitehead and Blair Subdivision according to the plat thereat as recorded in Book 44, Page 78 of the Public Records of Miami -Dane County, Florida ("Subject Property") that It wishes to convey to the City of Miami {"City'), and WHEREAS, the Grantor Is also the owner of certain real properties located at 701, 709, and 731 Northwest 42 Avenue, Miami, Florida, which have legal descriptions of Lots 11, 12, 13, and 14, Block 3, of the Whitehead and Blair Subdivision according to the plat thereof as recorded in Book 44, Page 79 of the Public Records of Miami -Dade County, Florida that Is currently used for the sale of automobiles doing business as "Car Factory Outlet" ("Car Factory Property"); and WHEREAS, the City is the owner of certain real properties located at 4101 Northwest 7 Street, 760 Northwest 41 Avenue, and 760 Northwest 41 Avenue, Miami, Florida, which have legal descriptions of Lots 7, 8,'9, and 10, Black 3, of the Whitehead and Blair Subdivision according to the plat thereof as recorded in Book 44, Page 78 of the Public Records of Miami - Dade County, Florida that is currently used by the Department of Fire -Rescue as Fire Station #10 ("Fire Station #10 Property'); and WHEREAS, the acquisition of the Subject Property by the City will allow for the Fire Station #10 Property site to be enlarged, and WHEREAS, the Oar Factory Property and the Fire Station fat 0 Property are currently bisected by various alleys that divide the respective sites; and WHEREAS, both the Grantor and the City are desirous to unify their respective sites by closing and vacating said alleys as depicted generally can the proposed color -coded sketch, attached and Incorporated as Exhiblt "A''; and city Ormiaml Pago M err$ 9-1"131 Page 24 of 36 City of Miami cityHdPi 300 Pian American DA" ertif€ed Copy Miami,FL33f33 s "'= vMv,miamigov.mrm ��soKr' File Number: 8032 Enactment Number, R-19-0131 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO ACCEPT, PURSUANT TO A SPECIAL WARRANTY DEED ("DEED-), IN SUBSTANTIALLY THE. FORM ATTACHED AS EXH€BIT"B"ATTACHED AND INCORPORATED, CERTAIN REAL PROPERTY LOCATED AT 770 NORTHWEST 41 AVENUE, MIAMI, FLORIDA, AS DEPICTED IN EXHIBIT `&` ATTACHED AND INCORPORATED (" SUBJECT PROPERTY"), FROM MENGAR HOLDINGS AT 709, LLC ('GRANTOR") TO THE CITY OF MIAMI ("CITY"); FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE ANY AND ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS TO SAID DOCUMENTS, ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY TO EFFECTUATE SAID CONVEYANCE, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE DEED, -• s - WHEREAS, Meager Holdings at 709, LLC ("Grantor) is the owner of certain real property located at 770 Northwest 41 Avenue, Miami, Florida, which has a legal description of Lot 6, Bieck 3 of the Whitehead and Blair Subdivision according to the plat thereat as recorded in Book 44, Page 78 of the Public Records of Miami -Dane County, Florida ("Subject Property") that It wishes to convey to the City of Miami {"City'), and WHEREAS, the Grantor Is also the owner of certain real properties located at 701, 709, and 731 Northwest 42 Avenue, Miami, Florida, which have legal descriptions of Lots 11, 12, 13, and 14, Block 3, of the Whitehead and Blair Subdivision according to the plat thereof as recorded in Book 44, Page 79 of the Public Records of Miami -Dade County, Florida that Is currently used for the sale of automobiles doing business as "Car Factory Outlet" ("Car Factory Property"); and WHEREAS, the City is the owner of certain real properties located at 4101 Northwest 7 Street, 760 Northwest 41 Avenue, and 760 Northwest 41 Avenue, Miami, Florida, which have legal descriptions of Lots 7, 8,'9, and 10, Black 3, of the Whitehead and Blair Subdivision according to the plat thereof as recorded in Book 44, Page 78 of the Public Records of Miami - Dade County, Florida that is currently used by the Department of Fire -Rescue as Fire Station #10 ("Fire Station #10 Property'); and WHEREAS, the acquisition of the Subject Property by the City will allow for the Fire Station #10 Property site to be enlarged, and WHEREAS, the Oar Factory Property and the Fire Station fat 0 Property are currently bisected by various alleys that divide the respective sites; and WHEREAS, both the Grantor and the City are desirous to unify their respective sites by closing and vacating said alleys as depicted generally can the proposed color -coded sketch, attached and Incorporated as Exhiblt "A''; and city Ormiaml Pago M err$ 9-1"131 Page 24 of 36 File Nurnben $632 Enactment Number: R-19-6131 WHEREAS, the Grantor will convey the Subject Property at no cast to the City pursuant to a Special Warranty Geed `Deed`), in substantially the form attached as Exhibit "B," attached and incorporated, with reverters and reservations in accordance with the terms and conditions of the Geed that provides, inter silo, that the Subject Property will raven back to the Grantor should the Grantor and the City not subsequently anter into a suitable development agreement closing said alleys and providing for the transfer of reversionary rights in the portion of the north - south alley separating the Gar Factory Property from the Fire Station #10 Property by September 30, 2019 ("Development Agreement'); and WHEREAS, the Development Agreement will be brought to the City Commission for final approval; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and iindings.cantatned in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section, Section 2, The City Manager is authorized' to accept a conveyance pursuant to the Deed, in substantially the form attached as Exhibit `°B attached and incorporated, of the Subject Property, Section 3. The City Manager Is further authorized' to execute any and all necessary documents, including amendments and modifications to said documents, all in a form acceptable to the City Attorney, as may be necessary to effectuate said conveyance In accordance with the terms and conditions of the Deed, Suction 4, This Resolution shall become effective immediately upon adaption and signature of the Mayor? _,.........._........_......... .......... _._. _. ......A...... ,. pf4TE: 312612419 _ RESULT: ADOPTED MOVER: Wlfmdo IWIllyj Gort, Commissioner SECONDER: Manoio Reyes, Commissioner AYES, Ken Russell, Wifredc (UVilly) God, Joe Corolla, Manolo Reyes, Kaon Hardamon DATE. 41212019 ACTION: Signed by the Mayor I, Todd B. Hannon, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Resolution No. R- 19•0131, with attachment(s), passed by the City Commission on 3/28/2019, } 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 City Code provisions, 2 I the Mayor does not sign this Resolution, it shalt become affective at the end of ton (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 0f ideal chase 2 03 R-1"131 Page 25 of 36 File Number: 6632 C4 Cie k, De Cl Clerk d Bnly � (for Todr . H fno�. city Clerk) cify of Miami Po,903,oaf , Page 26 of 36 Enactment Number: R-19-0131 May 24, 2019 13ei 6 0 6 I - -kih 4-1. — EXHIBIT "E" — LEGAL DESCRIPTION OF LAND ONE PROPERTY Lots 15, 16, 17, 18, 19, 20, and 21 in Block 3 of WHITEHEAD AND BLAIR SUBDIVISION, according the Plat thereof as recorded in Plat Book 44, Page 78 of the Public Records of Miami - Dade County, Florida Page 27 of 36 EXHIBIT "F" — SKETCH AND LEGAL DESCRIPTION OF THE ALLEYS SKETCH TO ACCOMPANY LEGAL DESCRIPTION PUBLIC ALLEY TO BE VACATED ALL THAT PORTION OF THE Pt Afff0 NORRI—SOUTH ALLEY LYING SOUTH OF' THC WESTERLY F'frOWNGATION OF A flit` 20,00 t"EC SOUTH GF ANG PARAUXI WITII, AS WASUREG AT R'IGHI ANGLES TO, It If NORTHERLY BOUNDARY IdFlt Of' LCAT 6, ANO Alt TRIG% PORTION Of' THE FAST'.,- WE:S T ALLEY L YING NORTH OF LOTS U, 10, 11 AND 12, Rj,O K ., WHITEHEAD AND &AW SUBDIVISION, ACCORDING 70 THE !''LAT IHCRECIT; AS RECORDED IN PLAT BOOK 44 AT PACE 76, of, THE f UBCtC RECORDS Of' MAMI—RADE COUNTY, F1,0RIDA, SAID PUBLIC; ALLEY TO BE VACATED CONTAINING 8,567 S€1UARE FEET; A40RE" OR LE"S.S, LYING AND BEING IN TITE SOUTHWEST ONE-QUARTER (1/4) OF SECRON 3V, TOWNSHIP 3 SOUTH, RANGE' 41 EAST, MIAM —DAVE COUNTY, FLORIDA. NOMSS: 1, BEARINGS SHOWN HERL"ON RFFFR TO AN A5SUA,fCD BEARING OF SGC°JLi 0,5"VJ ALONG THE WESTERLY BOUNDARY L INF OF LOT T 6, 6LOCK 3, WHITEHEAD AND LILAIR SUODIVISION, 2, AUTHENTIC„` COPIES OF THIS SKE'T`CH ANO LEGAL DESCRIPTION MUST HEAR THE EMBOSSED SLAL OF THE ATTESTING PROFESSIONAL LAND SURVEYOR, 3. THIS SKETCH HAS BEEN PREPARED FOR THE LKCLUSIVL USE OF THF ENTITY (ENTITIES) NAMED HEREON ONLY, THE ,ATWHEG CERRIXATIGN DOES NOT, EXTEND TO ANY UNNAMED PAR77ES. MW 9th STREET I :SCALE" 1 `-W`. +'I LT LAND 5URVfY RS—ENC;INEfT6 -LAA10 PLANNERS 3E PROW Ma.(954)435-10t0 FAX ORO�R NO, �995J EPitR a�aie: AFAR tt, 't 1, 2010 IRIS 75 NOr T,1 " SOt,FN ARYSURVEY' BAARfC�,: CERMICAIE Of' AUMORVANON Na. tEt-87 ROMOA KAU5y361lY HITEHEAD AND 3t,. R SUBDIVISIO SKETCH I.50ALAdw aW-S AWFE SHEET I OF i SHEET'S REVISIONS Ft7RA1F WAY,MIRAMAR FL 33025 FE S1 ''LAND St1R7E'YOR No. 4775 ttt€Nr'2tii,,�aa i� ass. sr,l2oss 9.22:37 AM Page 28 of 36 EXHIBIT "G" — SKETCH AND LEGAL DESCRIPTION OF THE CITY DEDICATION Page 29 of 36 EXHIBIT "H" — SKETCH AND LEGAL DESCRIPTION OF LAND ONE ALLEY -FrFKETCW TO ACCOMPANY LECAL DESCRIPTION f "j"j PROPERTY..--... "jam .......�...... ...........m. .,.,�...,,..fd" , ... .. _, CITY ,..,,,..— .,,.,.. < NORTHON BE BY - , A PORRON Or 7PE EAST Orin' --8.44F (11,2) OF THE PLAMEC1 NORIIIm-SLIURI ALLEY WITHIN IN BLOCK ,S, WHITOKA0 AND GLAIR SUI DIIIISI N, ACC'OROING TO TME PLAT Tfif-R OF, AS RECOROW IN PMT ROOK 44 AT I;AGE r8, OF' THE PUBLIC fRFCORDS OF MIAMI DALIF COLNlY, FLORIDA, LYING SOUTFI OF INE WESTERLY PRO UNGA ON Or A f IM, 20,00 FEET SOUTH OF AND PARALLEL WITH AS AAEA`zllt ."D AT RICH ANGLES 70, THE iVfJ7IHl—„fRl.,Y HLIUNDARY LIA16 O LOT 6, AND I,YING NORTH OF THF EAS'TFRLY PROLONGARON Of' THE NOR7FI R Y HOUNGARY LINE OF LOT 14, A f IN THE AF"OREME°NTIONCO BLOCK J, SAID ALLEY VACATION CONTAINS 550 SQUARE TEE% MORE Of? LESS. LYING AND BEING IN THE S0U7"HWF°S7 CINE --QUARTER (114) OF SECTION 32, TOWNSHIP 53 SOUTFL RANGE 41 E"ASI, HIM41-RADE COUNTY, FLORIDA. NOTES, t. CLEARINGS SHOWN HEREON REFER TO AN ASSUMFL? REARING OF00,0O'OG' ALONG THE W LRLY BOUNOWY LINE Of LOT Fir 81OCK 3, WHITFHFAO AND GLAIR SUBDIVISION. . AUMENTIC COPIES or THIS SKETCH AND t £ GAL DESC'RIP71ON MUST BEAR THE FUBOSSEG TEAL OF THE ATTESTING PROFESSIONAL LAND SURVEYOR. 3, THIS SKETCH HAS BEEN PREPARED FOR THE' EXCLUSIVE USE OF RIC EN77TY (f N IMES) NAMED HEREON ONLY [HE AIIACHEU CER MICA 'RON WES NOT EXTEND TO ANY UNNAMED BANSTIFS. N.W, 9th SIRE "T .. -BLAIN' SUBD1V1,5I0N,__ _,._ 16 (RP), 44 Pry, 76) � 4 «..� Sr cF 1 °mea' H/Bl7 1 (j r rV8�,. P iE E, r ". 0 21 16 ._ ..... ms, e 6 2019 RL OCK J a 4a to mpTri4r i n Agin 3 .. -BLAIN' SUBD1V1,5I0N,__ _,._ 16 (RP), 44 Pry, 76) � 4 «..� Sr cF 1 °mea' H/Bl7 1 (j r rV8�,. P iE E, r ". 16 ._ ..... ms, e 6 a 4a to LO .... Gi LO sn 7 14 _ 86'41'16' „ 13 i` r� 20' PLATTFD I ALLEY SO N. W 7th S TRE SHEET I of t SHEETS tdFiD SUR EYORSwENGINEERa tANli PLANNERSMAY 7, 2019 ,40 cCO7PORAfE weir i�ti17V,(AR,: R JJO?5 PHONE No.(964)4.5547010 F NQ,,, j954)4J4�Aih8 ORDER NO, X9953 �Urg PREPAREO uNp ,iYSUPERDsrO ._ oars: WiS J,8 NOT ,A ' OOUNDARY SURVEY' MARK ST✓;'VEN,'PHNSON; PI,” NCIPAL ...... ... ... ... [ CERNFICATC OF AUTHORi AVON tft LB --8Y FLORI �A PRQIESSJON t SAND $VRV'EYOR No. 4773 K'M325341kWHFT HFAD AND HAIR Si.J80lV19JON§9 ETCH ll5OALSVJwgSWS AU.FY VACATION 20190312,.dwq, 51IB<,011,4 1lzft: t1 AM Page 30 of 36 EXHIBIT "I" — SKETCH AND LEGAL DESCRIPTION OF MENGAR EAST -WEST ALLEY SKE,7CH' TO ACCOMPANY LEGAL DESCRIP770AT VACATION N PROPERTY rO BE TRANSFERRED BY Cis (EAST— WEST ALLEY) LEGAL DES67UPTIOM, A POR7`ON OF THE NOM ONE -HAV (11,-2) OF Tri° PLAWD FAST =WEST ALLEY WITHIN IN BLOCK J VrHITt-K:AD ANO NLAIR SUETOIM-ION, ACCORDING TO THE PLAT HEREOF; AS RECORDED 1N PAI 600K 44 AT MASE 78, OF THE RUSI.it; MR,'OR05 OF MIAMI -040E COUNTY FIORIDA, LYING FAST OF 1HEr CENTERLINE Of THE PLANED NORTH -SOUTH ALLEY WITHIN SAID OLOCK J, ANO LYING WEST OF OIL' SOUTHERLY PROLONCTATION OF THE WESTERLY ROUNDAfY LINE" OF LUT S, BLOCK J, TOGETHER WITH: A PORTION Or THE SOUTH ONE HALF (11) O; THE PLATTED EASf--PVESf ALLEY WITHIN BI'OCK .S, WHITEHEAD AND BLAIR SUMVISION, , ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44 AT RAGF 78, Of' THE PUOLIC RECORDS Of' MIA I-OADE" COUNTY, FLORIDA, LYING EAST SOF INE NORTHERLY PROLONGATION OF 71 -IE WESTERLY 8OUNOARY LINE OF LOT 10 Of S410 BLOCK .5, AND LYING VIEST OF THF SOUTHERLY PROLONGATION OF THE WESTERLY BOUNOARY LINE OF SAID LOT 8, BLOCK J SAIL) VACATION PROPERTY CONTAINING 10 SQUAW FEEI; MORE OR LE'S`S, LYING ANO BEING IN THE SOUTHREST ONE -QUARTER (114) OF SECTION 32, TOWNSHIP ,53 SOUTH RANGE 41 EAST, MA441 -DADS COUNTY, fLORIUA. !, .50' 21 251 I 20 19 RLOCIt_., j WHI T HEA1) AMr) 3 FLAIR SU301V1S10N_. 1 (P & 44, PG, 78) 4 , i `"i µm 14 N88'4 I 'f8 E _' ALLEY., SO0100,05' 20;01' N00'001051 _41 58814I'18'2 t1 LTO' S88`4I'181V O,$I ° I 12 920' 28=E N00*0 05 E to � � IV, W /th SNEET _ SCALE I"=80' EXHIBI SIXET• 2 OF 2 SHEETS rVx C PEVIJiCiNS LANG SURVEYORS-671CINEMS-LAND PLANNERS - D CORPORAL { hflRA1 R, ,t 3jO25 �. MAY ?, 2019 PhiQNE Ma(954)4J.5-7010 F Na` (?9554) ORDER NO. 2U99 PR PM0 {1NDER PE #fl$fpA{' ' MARCH, iDY9 pA7E; . WIS IS NOTA " SOUNWY SURVEY' MARK STFVEN ,'XHNSON. P..MCIPAL OERMI ATE OF AL97HORIZAi10N Na. LR -87 nORIDA PROF£SSIONAt LAND SURVEYOR Na M5 ,_...,. ..:.e. If:43 T IWHITEMEADANDBLAIR$UBDIVISIMS%E"PCHLEGAtfa"dwgt N-SALLEYVACATION20190312,dwg.5!7120999;14;46AM Page 31 of 36 EXHIBIT "J" — SKETCH AND LEGAL DESCRIPTION OF MENGAR NORTH -SOUTH ALLEY SWETC71 TO ACCOMPANY LEGAL DES'CRIP770N VACATION P ETY TO BETRANFERRE IT 5 I/ E LEGAL DESCRIPTION: A PoRrioN CSF nic LAST ow -HAFT t 1 J of, THE PLATTED rNOR'Tfl-.SOU71I All t'Y WITHIN IN BLOCK 3, WI111L 111,W) AND 13LAIR Su8t) U1SiotV, ACCORVING 70 THE lit AT T11FRE Or, As' RECORDED 1N PIAT BOOK 44 AT PACT` 78, OF THE PUR11C RE"ft3ROS OF APAW-DAOC COUNlY. FLORIVA, LYING SOUTH OF THE kA5Tl,,RLY PROLOAK-11TION AFF THF eVORRILRLY BOUNDARY LINE OF LCI714, AND LYING NORTH OF THE WESTERLY PROI t1NGATION OF RIF 50urHr LY LIOUNDARY LINE OF LOT 8, ALL IN THE AFIIREMENIRN0 BLOCK ._3. SAID VACATION PROPERTY CONIAININC 1,051 SQUARE rE 'T, MORE OR LESS LYING ANIS BEING IN THE SOUTHWEST 01VE--OUARTFR (114) OF SECTION 5.9, TOWNSHIP 5,3 SOUTH, RANGE 41 EAS1; MIAMI -OADE COUNTY FLORIDA, NOTES., 1, BEARINGS SHOWN HEREON REFER TO AN ASSUMED BEARING Of` SDt7'00'05 "W ALONG THE WFSTER'i Y BOUNDARY .CINE OF LOT E, BLOCK 5„ 69HII'DIEA0 AND BLAIR SU8DIVI51CN, Z, AUTNENRC COPIES OF TRIS SKETCFI AND LEGAL DESCRIPTION MUST BEAR THE FMBDSSE0 SEAL OF THE ATTMINC PROFESSIONAL LAND SURVEYOR, J THIS SKETCH HAS BE ETV PREPARED FOR THE EXCLUSIVE USE Chi" 1FIF ENTITY (ENTITIES) NAMED HEREIN ONLY THE ATTACHED) CERTI1,7ICATION DOES NOT EXTEND TO ANY UNNAMED PANTIES, MW 9th STRTF"1 50' 21'� i 20 WHITEHEAD AND p Hl Alts SU13 T 1,510N _ ...,.. 18 (P 6 44, PG, 7 ') , i T .... ` ....... .... "a 10m, 7 a 14 S88 41'18'91;' 10.00, 20' PLA TIED 1 At1C1' 58' 11 1 1115 SCALE 1 "_.S'D' EXHIBIT LANG SURVEYORS -ENGINEERS -LAND PLAWER.5, 0 Gt1gQRAT �W�r�.�rr� PHONE" Na(954)433-7010 ?8� E1ROEf2 N#J,„„��995J PtTETE2? UNSUPEFiYtStOlV ()ATE:, M!A_K, t2, 2O s v TNfS IS NOT A " BOUNBARY SURVEY" MARK 4T�JE*,JONNSo Pi CERTTIFI t Or AUTNORIZANON No, W-•87 t' pt�tDa xOt,'�s77aaiE.i N , u v" ANU i§ AR SUBDIVISION E'Ti CH LECALS!¢7wgJ N -S AL1.El'ifA4A'Fi [121 Page 32 of 36 SHEET 1 OF 2 SHEETS TR01'e" 1',IEVISIONS R 33025 - MAY 7, 20) 9 199:15.9: AAA _.. EXHIBIT "K" — DRAFT OF REVERSIONARY RIGHTS DEED This Instrument Prepared by: Victoria Mendez, City Attorney OFFICE OF THE CITY ATTORNEY City of Miami, Florida 444 S.W. 2 Avenue, 9th Floor Miami, Florida 33130-1910 After Recordation Return to: [GRANTEE'S CONTACT INFORMATION] (Space Above for Recorder's Use Only) QUITCLAIM DEED THIS INDENTURE, made this day of , A.D. 2019, between THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA, whose address is 444 SW 2nd Avenue, Miami, FL 33130, ("Grantor"), and the [GRANTEE], a [DESCRIBE ENTITY], [ADDRESS], of the County of Miami -Dade, in the State of Florida ("Grantee"). WITNESSETH that the said Grantor, for and in consideration of the sum of ONE DOLLAR ($1.00) and other good and valuable consideration to them in hand paid by the said Grantee, the receipt whereof is hereby acknowledged, have granted, bargained and sold to the said grantee, its successors in interest, all right, title, interest, claim or demand of the said Grantor, in and to the following described land, situate, lying and being in the County of Miami -Dade and the State of Florida, to wit: See attached EXHIBIT "A" attached hereto and made a part hereof. It is the intention of the said Grantor hereto by this instrument to convey to the said Grantee, and its successors in interest, the reversionary rights of the land herein. Page 33 of 36 IN WITNESS WHEREOF, the said grantors have caused these presents to be executed the day and year above written. Signed, sealed and delivered in the presence of us: WITNESS TO BOTH SIGNATURES By: Emilio T. Gonzalez City Manager PRINT NAME (FIRST WITNESS) PRINT ADDRESS PRINT NAME (SECOND WITNESS) PRINT ADDRESS STATE OF FLORIDA) COUNTY OF MIAMI-DADE ) I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgements, EMILIO T. GONZALEZ, CITY MANAGER OF THE CITY OF MIAMI; who are personally known to me or who have produced , as identification and who executed the foregoing instrument freely and voluntarily for the purposes therein expressed and who did not take an oath. WITNESS my hand and official seal this day of A.D., 2019. SIGNATURE OF PERSON TAKING ACKNOWLEDGEMENT Printed Name of Acknowledger Notary Public, State of Serial Number: (if any) My Commission Expires: Page 34 of 36 EXHIBIT "L" — DRAFT OF VACATION AND CLOSURE NOTICE This instrument was prepared by: Victoria Mendez, City Attorney Office of the City Attorney 444 SW 2nd Avenue, #945 Miami, FL 33130 NOTICE OF FINAL VACATION AND CLOSURE OF ALLEYS Whereas, on [Date], the MENGAR HOLDINGS AT 709, LLC, a Florida limited liability company ("Mengar"), LAND 1 (ONE), LTD., a Florida limited partnership ("Land One"), and the CITY OF MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida ("City" and with Land One and Mengar, collectively the "Parties"), entered into a Development Agreement pursuant to Sections 163.3220 through 163.3243, Fla. Stat., recorded on [Date development agreement is recorded] in Official Records Boole [Boole number], Page [Page Number] of the Public Records of Miami -Dade County, Florida, with said Development Agreement approved by the Miami City Commission on [date] as Ordinance No. [enactment number]; and Whereas, the Development Agreement contemplated, after certain conditions have been met by the Parties that certain alleys abutting the Parties' respective properties, as more particularly described in Exhibit "A" are to be closed, vacated, and discontinued for public use; and Whereas, the Development Agreement further contemplated that the City would dedicate land across its property for right-of-way or highway purposes, as more particularly described in Exhibit `B"; and Whereas, all conditions precedent in the Development Agreement have been fulfilled by the Parties. Now therefore, the City of Miami hereby notifies all potential purchasers and assigns that the alleys described in Exhibit "A" are hereby closed, vacated, and discontinued for public use and that the land depicted in Exhibit `B" is hereby dedicated to the public for right-of-way or highway purposes. In witness whereof the undersigned has caused his hand and seal to be affixed hereto on this day of 2019. [Signature Pages to Follow] Page 35 of 36 CITY OF MIAMI: By: Victoria Mendez, Esq. City Attorney By: Emilio T. Gonzalez City Manager STATE OF FLORIDA — COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this day of 20 , by Emilio T. Gonzalez, in his capacity as City Manager of the City of Miami. He is personally known to me or produced as identification. Page 36 of 36 621IJ: Nr11101-9A"D EXHIBIT "A" PROPERTY ADDRESSES & LEGAL DESCRIPTIONS ►vA1:1►[e%1C»:101W0 CA 4121 N.W. 7 STREET, 701, 709, AND 731 N.W. 42 AVENUE, MIAMI, FL 33 LOTS 11 THROUGH 14, BLOCK 3, WHITEHEAD AND BLAIR SUBDIVI ON, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44 AT P7E 78 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. STATION #10 PROPERTY: 4101 N.W. 7 STREET, 750, AND 760 N.W. 41 AVENUE, ,MIAMI, FL 33126 LOTS 7, 8, 9 AND 10, BLOCK 3, "WHITEHEAD THEREOF AS RECORDED IN PLAT BOOK 44, AT MIAMI-DADE COUNTY, FLORIDA. / STATION #10 ADDITION PROPERTY: 770 N.W. 41 AVENUE, MIAMI, FL 331 BLAIR", ACCORDING TO THE PLAT E 78, OF THE PUBLIC RECORDS OF LOT 6, BLOCK 3, WHITEHEAD AN BLAIR SUB'DV'N, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK /44, 78, PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. LAND ONE PROPERTY 835 AND 875 N.W. 42 AVENUE, MIAMI, FL 33126 LOTS 15,16,17/,48,19,20, AND 21 IN BLOCK 3 OF WHITEHEAD AND BLAIR SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 44, PAGE 78 OF THE PUBLIC REC RDS OF MIAMI-DADE COUNTY, FLORIDA.