Abbott Avenue Partners, LLC Vacation Agreement 2 c'Lct - 30`12I
This instrument was prepared by (record and return to):
Michael W. Larkin, Esq.
Bercow Radell Fernandez & Larkin, PLLC
200 S. Biscayne Boulevard, Suite 850
Miami, Florida 33131
(305) 374-5300
(Space reserved for Clerk)
VACATION AGREEMENT
THIS VACATION AGREEMENT (the "Agreement") is made and entered into as of the
)2 day of 1 ,,Pe•rAl 2019, by and among the City of Miami Beach, a Florida municipal
corporation (the "City"), and Abbott Avenue Partners, LLC, a Florida limited liability company;
Pumps at 71, LLC, a Florida limited liability company; and 7433 Collins Ave Corp., a Florida
corporation (collectively the "Developer"):
Recitals
• I
A. The property that is the subject of this Agreement lies in the City of Miami Beach,
Miami-Dade County, Florida
B. The Developer owns the properties located at 7117 Byron Avenue, 7135 Byron
Avenue, 7134 Abbott Avenue, 430 72nd Street, 7140 Abbott Avenue, 7136 Abbott Avenue, 7124
Abbott Avenue, 7120 Abbott Avenue, and 409 71' Street, Miami Beach, Florida, and more
particularly described in "Exhibit A" attached (collectively the "Developer's Parcels") and
currently intends to develop the Project thereon. The City of Miami Beach holds a right-of-way
dedication to a 20 foot wide public right-of way known as Abbott Court, running parallel to Abbott
Avenue, between Abbott Avenue and Byron Avenue, between 71St Street and 72"d Street
("Abbott Court Right-of-Way Property") and a dedication to a 10 foot wide public right-of-way
known as Normandy Beach Court, running east from Abbott Court and parallel to 71st Street,
between 71St and 72nd Street ("Normandy Beach Court Right-of-Way Property"), more
particularly described in "Exhibit B" attached.
C. Developer seeks to have the City vacate the north approximate 125 feet of the
Abbott Court Right-of-Way Property located between Developer's Parcels, for the entire 20 foot
width thereof, and the entirety of the Normandy Beach Court Right-of-Way Property (the
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"Vacation Parcel").The remainder of the Abbott Court Right-of-Way Property Pro ert will not be vacated.
• Developer has requested that the City vacate the Vacation Parcel in order to incorporate such
Vacation Parcel, (including, without limitation,the Floor Area Ratio ("FAR") attributable thereto)
into the Project, subject to the conditions and restrictions as set forth herein. See Exhibit B.
D. Developer will dedicate to the City for use by the public the southern 40 feet of
7117 Byron Avenue, consisting of approximately 4,741 square feet (the "Dedicated Parcel"), with
approximately 2,543 square feet to be dedicated for public use as an alley for pedestrian and
vehicular travel (the "New City Alley"), and the remaining approximately 2,198 square feet to be
dedicated for development and use as a new stormwater retention area, and improved as a
bioswale containing landscape elements designed to concentrate or remove debris and pollution
out of surface runoff water, with the design and construction of such improvements having a
value of approximately$357,000 (the "Bioswale Improvements"). The floor area with regard to
the Dedicated Parcel will remain with the Dedicated Parcel and not be transferred to the
Developer's Parcel. See Exhibit C.
E. From and after the Vacation Parcel Closing Date, the resulting land owned by the
Developer will be the Vacation Parcel combined with the Developer's Parcels less the Dedicated
Parcel. The resulting land owned by the Developer shall be known as the "Property".
F. The City is a Florida municipal corporation with powers and authority conferred
under the Florida Constitution, the Municipal Home Rule Powers Act, Florida Statutes and the
Miami Beach City Charter and Code of Ordinances. The City has all governmental, corporate and
proprietary powers to enable it to conduct municipal government, perform municipal and
governmental functions, and render municipal services, including the authority to adopt,
implement and enforce (together with any other required governmental approvals)
comprehensive plans, zoning ordinances, redevelopment plans, and other police power and
legislative measures necessary to assure the health, safety and general welfare of the City and its
inhabitants.
G. Having fully considered this Agreement and approved the vacation and dedication
at two duly noticed public hearings in compliance with Section 82-37 of the Code; and having
further determined that it is in the City's best interest to address the issues covered by this
Agreement in a comprehensive manner, in compliance with all applicable laws, ordinances,
plans, rules and regulations of the City,the City has agreed to enter into this Agreement with the
Developer.
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H. The City has determined that the Project, the dedication of the Dedicated Parcel,
• the vacation of the Vacation Parcel, and the Voluntary Contribution will benefit the City and the
public.
I. All capitalized terms used in the Recitals are defined in Section 3 or elsewhere in
this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable
consideration,the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Recitations. The foregoing Recitals are true and correct and are incorporated
herein by this reference.
2. Authority. This Agreement is entered into pursuant to the authority and
procedures provided in Sections 82-36 through 82-40 of the Code.
3. Definitions. All capitalized terms in this Agreement shall have the definitions set
forth in this Section 3.
3.1 "Abbott Court Right-of-Way Property"shall have the meaning set forth in
Recital B.
3.2 "Bioswale Improvements" shall have the meaning set forth in Recital D.
3.3 "Building Permit" shall mean a permit issued by the designated building
official, his designee or authorized agency or department of the City which allows a building or
structure to be erected, constructed, demolished, altered, moved, converted, extended,
enlarged, or used, for any purpose, in conformity with applicable codes and ordinances.
3.4 "City"shall mean the City of Miami Beach, a Florida municipal corporation,
having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139. In all
respects hereunder, City's obligations and performance is pursuant to City's position as the
holder of the right of way dedication for the Abbott Court Right-of-Way Property and Normandy
Beach Court Right-of-Way Property, acting in its proprietary capacity. In the event City exercises
its regulatory authority as a governmental body, the exercise of such regulatory authority and
the enforcement of any rules, regulations, laws and ordinances (including through the exercise
of the City's building, fire, code enforcement, police department or otherwise) shall be deemed
to have occurred pursuant to City's regulatory authority as a governmental body and shall not be
attributable in any manner to City as a party to this Agreement or in any way deemed in conflict
with, or a default under,the City's obligations hereunder.
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3.5 "Comprehensive Plan"shall mean the comprehensive plan which the City
has adopted and implemented for the redevelopment and continuing development of the City
pursuant to Chapter 163 Part II, of the Florida Statutes.
3.6 "Dedicated Parcel" shall have the meaning set forth in Recital D.
3.7 "Developer" means the person or entity undertaking the development of
the Property, as defined in the preamble to this Agreement, or any permitted successors, assigns,
or heirs thereof. �.
3.8 "Developer's Parcels" shall have the meaning set forth in Recital B.
3.9 "Development Order" means any order granting, denying, or granting
with conditions an application for a Development Permit.
3.10 "Development Permit" shall have the meaning set forth in Section
163.3221(5), Florida Statutes (2014), which includes any building permit, zoning permit,
subdivision approval, rezoning, certification, special exception, variance, or any other official
action of local government having the effect of permitting the development of land.
3.11 "Effective Date" is the date when the City records the executed
Agreement in the Public Records of Miami-Dade County.
3.12 "Execution Date" is the date the last of the parties hereto,executes this
Agreement.
3.13 "Land Development Regulations" shall have the meaning set forth in
Section 163.3221(8), Florida Statutes (2014) and shall also include, without limitation, the
definition of"land development regulations" in Section 114-1 of the City Code.
3.14 "Laws" means all ordinances, resolutions, regulations, the
Comprehensive Plan, Land Development Regulations, and rules adopted by a local government
having jurisdiction affecting the development of land, specifically including the City's
Comprehensive Plan and the City's Land Development Regulations.
3.15 "New City Alley" shall have the meaning set forth in Recital D.
3.16 "Normandy Beach Court Right-of-Way Property" shall have the meaning
set forth in Recital B.
3.17 "Project" shall mean the construction and development on the Property
of a mixed-use project with residential and retail/restaurant uses and structured parking subject
to Developer's right to amend the components of the Project.
3.18 "Property" shall have the meaning set forth in Recital E.
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3.19 "Vacation Parcel" shall have the meaning set forth in Recital C.
3.20 "Vacation Parcel Closing Date"shall mean the date when the City delivers
a quit claim deed to the Developer conveying City's right,title and interest in and to the Vacation
Parcel, and Developer simultaneously dedicates the Dedicated Parcel, in accordance with the
terms of the Vacation Resolution, and as set forth in Section 4 of this Agreement.
3.21 "Vacation Resolution" means the City's Resolution No. 2019-30928,
approving, with conditions, the vacation of the Vacation Parcel.
3.22 "Voluntary Contribution" shall have the meaning set forth in subsection
4.6.
4. Vacation of Vacation Parcel and Public Benefit Contributions
4.1 The closing shall occur on a date mutually agreed upon by the Developer
and the City ("Closing"), provided, however, that in no event shall the Closing be scheduled on
less than ten (10) business days prior written notice to the City. Developer shall pay all City's
actual costs in connection with the proposed vacation of Vacation Parcel and dedication of New
City Alley, including any City closing costs, recording fees, or reasonable outside legal fees that
may be incurred by the City. At the Closing, the Developer and the City shall perform the
following:
(a) , The City, pursuant to and subject to the terms of. the Vacation
Resolution, will deliver a quit claim deed to Developer, through which the City quit claims,
releases and transfers unto Developer and its successors/assigns forever, all right, title, interest,
claim and demand that City has in and to the Vacation Parcel, subject to the conditions of the
Vacation Resolution and Developer's obligations under this Agreement.
(b) Developer will, subject to City's delivery of the quit claim deed
pursuant to Section 4.1(a), dedicate to the City for use by the public the Dedicated Parcel,
consisting of approximately 4,741 square feet, with approximately 2,543 square feet to be
dedicated for public use for the New City Alley for pedestrian and vehicular travel, and the
remaining approximately 2,198 square feet to be dedicated for the Bioswale Improvements. See
Exhibit C.
4.2 Developer shall complete, in all material respects, the design, permitting
and construction of the Bioswale Improvements and New City Alley, with the design and
construction thereof subject to approval by the City's Public Works Director (or his or her
designee), at Developer's sole cost and expense, prior to the issuance of the Temporary
Certificate of Occupancy for the Project. Developer shall direct the construction process and be
responsible for entering into all contracts necessary for the construction of the Bioswale
Improvements and New City Alley. Developer shall secure all required permits and approvals for
the Bioswale Improvements and New City Alley on its own behalf and,to the extent appropriate,
on behalf of the City and with the City's cooperation. Any approval, consent, or joinder required
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from the City (in its proprietary capacity) shall be given to Developer within fifteen (15) days of
• the request by Developer, unless, within that time, City provides Developer with a written
statement setting forth in detail the City's reasons for not so providing, or otherwise conditioning
Developer's request, including, without limitation, in the event that the City requires additional
time for the City Commission or the applicable City board to consider Developer's request.
(a) Notwithstanding any provision to the contrary herein, in no event
shall Developer commence construction work for the Bioswale Improvements or New City Alley
until (i) the plans and specifications for any such work (including modifications to previously
approved plans and specifications) have been approved by the Public Works Director or designee,
such approval not to be unreasonably withheld; (ii) Developer has delivered to the City a
certificate of insurance naming the City as an additional insured on its construction contractor's
general liability insurance policy (which policy shall have minimum limits of $2 million per
occurrence combined single limit for Bodily Injury Liability and Property Damage Liability).
4.3 In the event the actual costs to complete the Bioswale Improvements and
New City Alley exceed Developer's estimated costs, whether due to unforeseen conditions or for
any other reason whatsoever, Developer shall be solely responsible for all such costs, as may be
required to complete the Bioswale Improvements and New City Alley. In no event shall City be
responsible for paying or otherwise reimbursing Developer for any costs to design, develop or
construct the Bioswale Improvements and New City Alley.
4.4 Warranty. Developer shall cause for its construction contractor to
warrant the work for the Bioswale Improvements and New City Alley for a period of one (1) year
following substantial completion thereof. Developer shall promptly correct, or cause to be
corrected, all defective or non-conforming work discovered within any warranty period, without
cost to the City. In the event that any aspect of the work is not proceeding in accordance with
the approved plans, or if the quality of the construction is materially deficient, then the City,
through its Public Works Director or his designee, shall promptly notify the Developer in writing,
specifying any deviations from the approved plans and/or any significant deficiencies in the
construction of the work. The Developer shall have a reasonable period of time in which to cure
the noted deficiencies.
4.5 As part of the design and construction of the Bioswale Improvements and
New City Alley, Developer shall be responsible, at Developer's sole cost and expense, for the
relocation of any underground utilities located within the City Alleys and the New City Alley, as
may be necessary for the Project.
4.6 Developer has offered a voluntary public contribution of $25,000.00 to
the City to pay for the installation of security cameras on the external façade of the building, and
shall grant to the City a perpetual, exclusive easement for installation and use of an antennae on
the rooftop of the Project, with no additional rent, use payments or other monetary
consideration whatsoever due to Developer (or its successors/assigns) for the easement rights
granted to the City (the "Voluntary Contribution"). At the latest, Developer shall make payment
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of the $25,000 contribution and execute the easement in favor of the City, in form and content
acceptable to the City, prior to the issuance of the TCO for the Project.
4.7 City shall not issue a Temporary Certificate of Occupancy or final
Certificate of Occupancy for the Project until Developer has satisfied all of the conditions in the
Vacation Resolution and obligations of the Developer under this Agreement.
5. Applications for Development Approvals and Development Permits. As soon as
reasonably possible, following the Effective Date of this Agreement, the Developer will initiate
and diligently pursue all applications for Development Orders and Development Permits that
were not previously initiated. The City shall process all Development Permit and Development
Order applications in a timely fashion and join in application(s) as may be necessary.
Notwithstanding the foregoing, Owner shall be solely responsible for obtaining all final, non-
appealable Development Orders and Development Permits for the Project. No extension of any
time period herein shall be deemed to be an extension of any time periods contained within the
Development Permits or Development Orders.
6. "As Is" Condition. Developer agrees to accept the Vacation Parcel in its "AS IS"
and "WHERE IS" condition "WITH ALL FAULTS" and latent or patent defects, andwithout any
representation or warranty by the City of any kind, express or implied, or arising by operation of
law. Any information provided by the City to the Developer or to Developer's contractors
relating to the Bioswale Improvements, New City Alley, and/or existing conditions upon, about,
beneath or adjacent to the Vacation Parcel or the site where the Bioswale Improvements or New
City Alley will be constructed, including, without limitation, any geotechnical or environmental
reports, or other information pertaining to subsurface exploration and conditions, borings, test
pits, tunnels, as-built drawings and other conditions affecting such areas, are provided only for
the convenience of the Developer and Developer's Contractors only, and City makes no
representations as to, and assumes no responsibility for, the accuracy, sufficiency or
completeness of any such information.
7. Compliance with Local Regulations Regarding Development Permits. This
Agreement is not and shall not be construed as a Development Permit, approval or authorization
to commence any development,fill, or other land modification.The Developer and the City agree
that the failure of this Agreement to address a particular permit, approval, procedure, condition,
fee, term or restriction in effect on the Execution Date of this Agreement shall not relieve
Developer of the necessity of complying with the regulation governing said permitting
requirements, conditions, fees, terms or restrictions, subject to the terms of Section 16 of this
Agreement.
8. Reservation of Rights. This Agreement shall not affect any rights that may have
accrued to any party to this Agreement under applicable laws and each party hereto reserves any
and all of such rights.
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9. City's Representative. The City's Director of Public Works shall be the City's
Representative for all purposes under this Agreement. The City's Representative may include
any duly authorized representatives designated in writing by the City's Director of Public Works
with respect to any specific matter(s) concerning this Agreement.
10. Inspection. The City has the right (but not the obligation)to regularly inspect and
monitor the design, permitting and construction process with respect to the Bioswale
Improvements and New City Alley, for general conformance and compliance with the intent of
this Agreement,the approved plans, or applicable laws, provided, however, that City's failure to
monitor any aspect of the work shall not relieve Developer of its obligations to perform and
deliver the work in accordance with this Agreement, the approved plans, and applicable laws.
11. Reverter. The Developer agrees that the City's quit claim deed for the City Alleys
shall contain a reverter clause, to provide for the Vacation Parcel to revert back to the City in the
event the Developer fails to satisfy all conditions of this Agreement, and with such reverter being
without prejudice to any other rights or remedies that may be available to the City in the event
the Developer fails to satisfy the conditions of the Vacation Resolution.
12. Default.
12.1 Default by Developer. Each of the following shall be an "Event of Default"
by Developer:
(i) If Developer shall fail to observe or perform any material term,
covenant or condition of this Agreement on Developer's part to be observed or
performed and Developer shall fail to cure or remedy the same within ten (10)
days of Developer's receipt of written notice from the City, with respect to
monetary defaults, or within thirty (30) days of Developer's receipt of written
notice from the City with respect to non-monetary defaults (each, a "Default
Notice"). If such non-monetary default is susceptible to cure but cannot
reasonably be cured within said thirty (30) day period, then Developer shall have
an additional sixty (60) day period to cure such failure and no Event of Default
shall be deemed to exist hereunder so long as Developer commences such cure
within the initial thirty (30) day period and diligently and in good faith pursues
such cure to completion within said sixty(60) day period, subject to force majeure
in Section 19.
(ii) If Developer shall make an assignment for the benefit of creditors,
or shall admit in writing its inability to pay its debts generally as they become due,
or shall consent to the appointment of a receiver or trustee or liquidator of all of
its property or the major part thereof or if all or a substantial part of the assets of
Developer are attached, seized, subjected to a writ or distress warrant, or are
levied upon, or come into the possession of any receiver, trustee, custodian or
assignee for the benefit of creditors.
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In the event the City shall claim any Event of Default shall have occurred hereunder, the
City's Default Notice shall state with specificity the.provisions of this Agreement under which the
Default is claimed,the nature and character of such Default,the date by which such Default must
be cured pursuant to this Agreement, if applicable, and, if elected by the City, that the failure of
Developer to cure such Default by the date set forth in such notice will result in the City having
the right to terminate this Agreement.
12.2 Default by City. Each of the following shall be an "Event of Default" by City
hereunder:
(i) If City shall fail to observe or perform any material term, covenant
or condition of this Agreement on City's part to be observed or performed and
City shall fail to cure or remedy the same within thirty (30) days of City's receipt
of written notice from the Developer (each, a "Default Notice"). If such default is
susceptible to cure but cannot reasonably be cured within said thirty (30) day
period,then City shall have any additional sixty(60) day period to cure such failure
and no Event of Default shall be deemed to exist hereunder so long as City
commences such cure within the initial thirty (30) day period and diligently and in
good faith pursues such cure to completion.
(ii) If City shall make an assignment for the benefit of creditors,or shall
admit in writing its inability to pay its debts generally as they become due, or shall
consent to the appointment of a receiver or trustee or liquidator of all of its
property or the major part thereof or if all or a substantial part of the assets of
City are attached, seized, subjected to a writ or distress warrant, or are levied
upon, or come into the possession of any receiver, trustee, custodian or assignee
for the benefit of creditors.
In the event the Developer shall claim any Event of Default shall have occurred hereunder,
the Developer's Default Notice shall state with specificity the provisions of this Agreement under
which the Default is claimed, the nature and character of such Default, the date by which such
Default must be cured pursuant to this Agreement, if applicable, and, if elected by the Developer,
that the failure of City to cure such Default by the date set forth in such notice will result in the
e
Developer having the right to terminate this Agreement.
13. Enforcement of Performance; Damages and Termination. If an Event of Default
occurs hereunder, the City or Developer, as applicable, may elect any one or more of the
following remedies:
13.1 Enforce strict performance by Developer or City, as applicable;
13.2 Terminate this Agreement; or
13.3 Pursue any other remedy available to the City or Developer, as the case
may be, at law or in equity.
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The City's or Developer's election of a remedy hereunder with respect to any one or more
Events of Default shall not limit or otherwise affect the City's or Developer's right to elect any of
the remedies available to it hereunder with respect to any other Event of Default.
In the event the City or Developer elects to terminate this Agreement after an Event of
Default and such termination is stayed by order of any court having jurisdiction of any matter
relating to this Agreement, or by any federal or state statute,then following the expiration of any
such stay, the City or Developer shall have the right, at its election, to terminate this Agreement
with five (5) days' written notice to the other party, who as debtor in possession or if a trustee
has been appointed, to such trustee.
14. Strict Performance; Waiver. No failure by the City or Developer to insist upon
strict performance of any covenant, agreement, term or condition of this Agreement or to
exercise any right or remedy available to such party by reason of the other party's default or an
Event of Default hereunder shall constitute a waiver of any such default, Event of Default or of
such other covenant, agreement, term or condition hereunder.
15. Notices. Any notices required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given if delivered by hand, sent by
recognized overnight courier (such as Federal Express) or mailed by certified or registered mail,
return receipt requested, in a postage prepaid envelope, and addressed as follows:
If to the City at: City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Manager
With a copy to: City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Attorney
If to Developer at: Abbott Avenue Partners, LLC
2999 NE 191 Street, Suite 800
Aventura, FL 33180
Attn: Robert Finvarb
With a copy to: Michael W. Larkin, Esq.
Bercow Radell Fernandez & Larkin, PLLC
200 S. Biscayne Blvd.
Suite 300
Miami, Florida 33131
Notices personally delivered or sent by overnight courier shall be deemed given on
the date of delivery and notices mailed in accordance with the foregoing shall be deemed given
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three (3) days after deposit with In the U.S. mails.The terms of this Section 15 shall survive the
termination of this Agreement.
16. Governing Laws, Construction r
uction and Litigation. This Agreement shall be governed
and construed in accordance with the laws of the State of Florida, both substantive and remedial,
without regard to principles of conflict of laws. The Developer and the City agree that Miami-
Dade County, Florida is the appropriate and exclusive state court venue, and that the U.S. District
Court, Southern Division of Florida is the appropriate and exclusive federal court venue, in
connection with any litigation between the parties with respect to this Agreement. All of the
parties to this Agreement have participated fully in the negotiation and preparation hereof; and
accordingly,this Agreement shall not be more strictly construed against any of the parties hereto.
In construing this Agreement, captions, and section and paragraph headings shall be disregarded
and the use of any gender shall include every other and all genders. All of the exhibits referenced
in this Agreement are incorporated in, and made a part of, this Agreement. In the event of any
litigation between the parties under this Agreement for a breach thereof, the prevailing party
shall be entitled to reasonable attorney's fees, expenses and court costs at all trial and appellate
levels. BY ENTERING INTO THIS AGREEMENT THE CITY AND DEVELOPER EXPRESSLY WAIVE ANY
RIGHTS EITHER MAY HAVE TO A TRIAL BYJURY WITH RESPECT TO ANY CIVIL LITIGATION RELATED
TO, OR ARISING OUT OF, THIS AGREEMENT. The terms of this Section 16 shall survive the
termination of this Agreement.
17. Severability. In the event any term or provision of this Agreement be determined
by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given
its nearest legal meaning or construed as deleted as such authority determines, and the
remainder of this Agreement shall be construed to be in full force and effect.
18. Binding Effect. The obligations imposed pursuant to this Agreement upon the
Developer and upon the Property shall run with and bind the Property as covenants running with
the Property, and this Agreement shall be binding upon and enforceable by and against the
parties hereto, their personal representatives, heirs, successors, grantees and assigns.
19. Force Majeure. Time periods will be tolled due to force majeure (strikes, lockouts,
acts of God, and other causes beyond the control of either party), and delays in obtaining permits
from other governmental agencies, including but not limited to development orders,
development permits and construction time. This Section 19 shall survive the termination or
expiration of this Agreement.
20. Indemnification of City. Developer shall defend, indemnify and hold harmless the
City, its agents, servants and employees,from and against any loss, cost, expense, claim,demand
or cause of action of whatever kind or nature arising out of or related to the conduct, act or
omission of Developer and/or its officers, directors, officials, employees, contractors and agents,
related to (i) this Agreement, (ii) City's adoption of the Vacation Resolution, (iii) the issuance of a
Building Permit prior to the satisfaction of the conditions of the Vacation Resolution, and/or (iv)
the Project, except not including City's gross negligence or willful misconduct. The Developer
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shall directly pay all reasonable costs and expenses related to any expense or cost charged, or
• legal defense required by the City, using legal counsel reasonably acceptable to the City, pursuant
to the foregoing. The City shall reasonably cooperate and collaborate (but at no expense to the
City) with the Developer in connection with any legal proceeding in which the Developer is
defending the City. This Section 20 shall survive termination or expiration of this Agreement.
21. Corporate Obligations. It is expressly understood that this Agreement and the
obligations issued hereunder are solely corporate obligations, and that no personal liability will
attach to,or is or shall be incurred by,the incorporators,stockholders, officers, directors, elected
or appointed officials (including,without limitation,the Mayor and City Commissioner of the City)
or employees, as such of Developer, any of any successor corporation or any of them, under or
by reason of the obligations, covenants or agreements contained in this Agreement or implied
therefrom; and that any and all such personal liability, either at common law or in equity or by
constitution or statute, of, and any of all such rights and claims against, every such incorporator,
stockholder, officer, director, elected or appointed official (including, without limitation, the
Mayor and City Commissioner of the City) or employee, as such, or under or by reason of the
obligations, covenants or agreements contained in this Agreement or implied therefrom are
expressly waived and released as a condition of, and as consideration for, the execution of this
Agreement.
22. Police Power.
22.1 The parties hereto recognize and agree that certain provisions of this
Agreement require the City and its boards, departments or agencies, acting in their governmental
capacity, to consider governmental actions, as set forth in this Agreement. All such
considerations and actions shall be undertaken in accordance with established requirements of
state statutes and municipal ordinances, in the exercise of the City's jurisdiction under the police
power. Nothing contained in this Agreement shall entitle the Developer to compel the City to
take any such actions,save and except the consents, if applicable,to the filing of such applications
for Development Permits or Development Orders, as more fully set forth herein, and to timely
process such applications.
22.2 The parties further recognize and agree that these proceedings shall be
conducted openly, fully, freely and fairly in full accordance with law and with both procedural
and substantive due process to be accorded the applicant and any member of the public. Nothing
in this Agreement shall be construed to prohibit the City from duly acting under its police power
to approve, approve with conditions, or reject any public hearing application dealing with the
Property.
23. Third Parties. Nothing expressed or implied in this Agreement is intended, or
shall be construed, to confer upon or give any person or entity, other than Developer and the
City, any rights or remedies under, or by reason of this Agreement.
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24. Conflict. In the event of an inconsistency or conflict between the terms of this
Agreement and the Vacation Resolution, the terms of this Agreement shall control.
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EXECUTED as of the date first above written in several counterparts, each of which
shall be deemed an original, but all constituting only one agreement.
Signed, sealed and delivered CITY OF MIAMI BEACH,
in the presence of: a Florida municipal corporation
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Print Name: 1..C9a'> :, . _
bdaBy: _
• t Name: ,vlrtftp f ur� �/ Name: 11c\-1 6r Dckn Gel.644- -
7- ,f
Attest: t .i1:2 _`< I
City Clerk :: .' ., ,r
7-" '
STATE OF FLORIDAc ~��rt,,,
) i j;" 1.�' Y,,.
COUNTY OF MIAMI-DADE ) �`' i ` : =
A; 'r
r The foregoing instrument was acknowledg d before me this':(1 �; _d,a cf` J
IJOV (YlLOZ( by2019 :• _ ' 1 y_
1)�n Ge bei- r"
as'NGayor.`o,�,th"e°City
of Miami Beach, a municipal corporation, on behalf of the Corporation. He is personally known
to me or has produced as identification and who did (did not) take
an oath.
A 4a,c )Zeza
t "P YAMILEX MORALES
NO ARY "UBLIC
;'?tii,=: Notary Public-State of Florida R
: ' Commission#GG 071355 ) p
' oe= My Comm,ExpiresMar16,2021 11 OtV'rlCX (Ora1Q,S
''••...;FCfR.P`' Bonded through National Notary Assn, 9 Typed or Printed Name of Notary
My Commission expires: ,
Serial No., if any:
APPROVED AS TO 1
FORM &LANGUAGE
&FOR EXECUTION
�� g
City Attorney g ,k D ate
14 �-�'lT
010-8254-2862/2/A M ERICAS
EXECUTED as of the date first above written in several counterparts, each of which
shall be deemed an original, but all constituting only one agreement. '
Signed, sealed and delivered CITY OF MIAMI BEACH,
in the presence of: a Florida municipal corporation
I
I
Print Name: C y.. 1e_o;rl1---
40111111--- : _—..-
By: � /-
el
Print Name: /Ll<C44ele- ,, I�,
fr y� Name: i , \Cr b10/ DeAb-v
fry
Attest: .4/1)4 IliiJic
City Clerk
STATE OF FLORIDA ) I
) SS
COUNTY OF MIAMI-DADE . )
The foregoing instrument was acknowle6 ( er
dbefore me this /44-71Aday of
AJOVP.f11 e-{ , 2019, by Dan , as Mayor of the City
of Miami Beach, a municipal corporation, on behalf of the Corporation. He is personally known,
to me or has produced as identification and who did (did not) take
an oath.
, /Pc4—/--43Z- 414n 62)--L 1
: ^"'" "" " — ^` — ^ NOT RY ' BLIC
�,=r a YAMILEX MORALES
S49 VI Notary Public-State of Florida
t• 1! Commission#GG 071355 61.4-N-,s(Ex ICA b ra es
"+ r.�%csszTo: My Comm.Expires Mar 16,2021
®F ?.. Bonded through NedonalNotary Assn
. Typed or Printed Name of Notary
- _ -' .. ' ~ ' — My Commission expires:
Serial No., if any:
t
APPROVED AS TO i
FORM &LANGUAGE
&FOR EXECUTION
J
14 City Attorney / ate
010-8254-2862/2/AMERICAS
• I
Abbott Avenue Partners, LLC,
a Florida limited liability company
By:
Robert Finvarb, Managing Member
Print Name:
Print Name:
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of , 2019
by Robert Finvarb, as managing member of Abbott Avenue Partners, LLC,a Florida limited liability
company, on behalf of the company. He is personally known to me or has produced ,
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No., if any
15
010-8254-2862/2/AMERICAS
Pumps at 71 LLC,
• a Florida limited liability company
By:
Robert Finvarb, Managing Member
Print Name:
Print Name:
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of , 2019
by Robert Finvard, as managing member of Pumps at 71, LLC, a Florida limited liability company,
on behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No., if any
16
010-8254-2862/2/AMERICAS
7433 Collins Ave Corp.,
a Florida corporation
By:
Robert Finvarb, Managing Member
Print Name:
Print Name:
STATE OF FLORIDA
) 5S:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of , 2019
by Robert Finvarb, as managing member of 7433 Collins Ave Corp., a Florida corporation, on
behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No., if any
17
010-8254-2862/2/AMERICAS -