HomeMy WebLinkAboutR-2018-064 To Execute A License Agreement With Dania Airport Hotels, LLC, And Dania Beach Investments, LLC, To Use Parking Spaces Located In The City of Dania Beach Parking Garage. RESOLUTION NO. 2018-064
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO
EXECUTE A LICENSE AGREEMENT WITH DANIA AIRPORT HOTELS,
LLC, AND DANIA BEACH INVESTMENTS, LLC, TO USE PARKING
SPACES LOCATED IN THE CITY OF DANIA BEACH PARKING GARAGE
UPON PAYMENT OF APPLICABLE FEES; PROVIDING FOR CONFLICTS;
FURTHER, PROVIDING FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA
BEACH,FLORIDA:
Section 1. That the City Commission authorizes the proper City officials to execute a
License Agreement with Dania Airport Hotels, LLC and Dania Beach Investments, LLC, which
will allow use of eighteen (18) parking spaces located in the City of Dania Beach Parking Garage
adjacent to City Hall. The cost to the parties to use these spaces will be a base use fee of One
Hundred Eight Dollars ($108.00) per space per month. A copy of the License Agreement is
attached as Exhibit "A", and it is made a part of and is incorporated into this Resolution by this
reference.
Section 2. The City Manager and City Attorney are authorized to make revisions to
such Agreement as are deemed necessary and proper in the best interests of the City, including
but not limited to the number of spaces and the base use fee amount.
Section 3. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 4. That this Resolution shall be in full force and take effect immediately upon
its passage and adoption.
PASSED and ADOPTED on May 8, 2018.
ATTEST: pao'S F+RsT
THOMAS SCHNEIDER, CMC TAMARA JAMS i
CITY CLERK MAYOR
_J
APPRO D AS T AND CORRE
THO S J.
CITY ATTO E
LICENSE AGREEMENT FOR USE OF PARKING SPACES
THIS IS A LICENSE AGREEMENT (the "License"), and it is entered into on
, 2018, by and between the City of Dania Beach, a Florida
municipality ("City"), and Dania Airport Hotels, LLC a Florida limited liability company
having a principal address of 1955 Harrison Street, Suite 200, Hollywood, FL 33020 and Dania
Beach Investments, LLC, a Florida limited liability company having a principal address of 29B
N. Federal Highway, Dania Beach, FL 33004 (collectively, "Licensee").
RECITALS:
WHEREAS, City is the owner of a municipal parking garage with a street address of 49
Park Avenue East, Dania Beach FL 33004 ("Garage") and more particularly described in
Exhibit A attached hereto and made a part hereof, and
WHEREAS, Licensee is the owner of parcel of land located at 24 and 44 N. Federal
Highway and more particularly described in Exhibit B attached hereto and made a part hereof
("Hotel Parcel"); and
WHEREAS, Licensee intends to develop a hotel ("Hotel") on the Hotel Parcel and
wishes to obtain additional parking to meet the parking requirements of the Hotel; and
WHEREAS, City has excess parking available in the Garage, and City is willing to
license to Licensee the exclusive use of eighteen (18) parking spaces subject to the terms and
conditions set forth in this License ("Parking Spaces"); and
NOW, THEREFORE, in consideration of the mutual promises contained herein, City and
Licensee hereby agree as follows:
Recitals. The foregoing Recitals are true and correct and are incorporated herein.
ARTICLE 1
LICENSE
Section 1.01. License. City hereby grants to LICENSEE and LICENSEE hereby accepts
from City, a license for the exclusive use of no more than eighteen (18) parking spaces in the
Garage. The location of the parking spaces in the garage shall be approved and assigned by the
City. The exact location of the Parking Spaces will be identified by the City after issuance of a
building permit for the Hotel. The parking spaces will be contiguous to each other.
Section 1.02 Ingress and Egress. This License includes the right of ingress and egress
through the Garage to the Parking Spaces by LICENSEE, its employees and parking attendants.
ARTICLE 2
TERM
Section 2.01. Term of License. The term of this License (the "Initial Term") shall
commence on the date that the Hotel to be constructed by the LICENSEE on the Hotel Parcel
opens for business ("Commencement Date"), and ending ten (10) years thereafter (the
"Expiration Date"), unless sooner terminated, or unless the Initial Term is extended as provided
in Section 2.02. The Initial Term and renewals/extensions thereof are referred to as "Term."
Section 2.02. Option to Extend the License. Provided that this License is in full force
and effect and no Event of Default, as defined below, has occurred and is continuing,
LICENSEE is granted the option to extend the term of this License for one (1) additional ten(10)
year period (the "Extension Term"), provided that Licensee gives City written notice of the
exercise of such option to extend not later than ninety (90) days prior to the Expiration Date of
the Initial Term, as applicable, of this License. Upon Licensee's exercise of such option, this
License shall be extended on the terms and conditions of the renewed License, except as
specifically provided in this document, without the necessity of further documentation. Licensee
may request further extensions beyond the Extension Term provided such request(s) are made in
writing at least ninety (90) days to the expiration date of the License and subject to the approval
by City Manager.
Section 2.03 Hotel Operation. Upon the termination or expiration of this License for
any reason, Developer will have a period of six (6) months after the date of the termination or
expiration to provide any replacement parking that maybe required by applicable government
regulations at the time of termination or expiration.
ARTICLE 3
USE FEES
Section 3.01. Use Fees. For each and every calendar month commencing with the first
month of the Initial Term and each month thereafter, Licensee shall pay to City, on or before
5:00 PM EST of the first business day of each month at City Hall, for the preceding calendar
month, the following:
One Hundred and Eight dollars ($108.00) per parking Space per month ("Base Use Fee").
Base Use Fee for a portion of the first month of the License shall be prorated on a daily basis and
paid on the first day of the month immediately following the Commencement Date.
Section 3.02 Quantity of Parking Spaces. Prior to the Commencement Date and
throughout the Initial Term, Licensee may reduce the quantity of the maximum 18 parking
spaces available to Licensee at the Base Use Fee by notifying City in writing not less than sixty
(60) days prior to any such change.
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Section 3.03. Deposit. Licensee shall pay City a deposit to secure Licensee's obligations
to City of $1,944.00, payable on the Commencement Date. The Deposit shall be returned by
City to Licensee at the end of the Initial Term provided Licensee has performed all of Licensee's
obligations to City under this Agreement and no funds are due to City.
ARTICLE 4
OPERATION OF LICENSEE'S BUSINESS
Section 4.01. Hazardous Substances. Licensee agrees that no activity will be conducted
on, in, under or about the Garage and the Spaces by or through Licensee and any of its agents,
contractors, subcontractors, employees, visitors, licensees, or invitees that will use, generate,
release, store, dispose of, or produce any pollutants, contaminants, toxic or hazardous substances
or wastes, oil or petroleum products, flammables, or any other substances, the nature or quantity
of which are, due to their existence, use, release, manufacture, or effect, subject to federal, state,
or local environmental, health, or safety laws or regulations, now or subsequently enacted or
promulgated by any governmental authority or as a result of any court ruling.
ARTICLE 5
MAINTENANCE OF SPACES
Section 5.01. Maintenance by Licensee. Licensee shall keep the Parking Spaces in a
clean condition. Licensee shall have no duty, obligation, or liability whatsoever for construction,
maintenance, replacement, or repair of the Garage and the Spaces.
Section 5.02. Maintenance by City. City shall be responsible for the Garage structure and
repair of all leaks, walls, electrical and mechanical systems, and any other capital component of
the Garage structure.
Section 5.03. As-Is Condition. The Parking Spaces and the Garage are accepted by the
Licensee in an "as-is" condition, without warranty of condition or merchantability, expressed or
implied.
Section 5.04. Services, Utilities and Security. City is not obligated to furnish any
services, utilities, or security for the Garage and the Spaces other than (i) the existing lighting,
exhaust, electrical and sprinkler systems located in the Garage on the date of this Agreement, as
same may change from time to time; (ii) the cleaning services that are provided for the Garage
from time to time; and (iii) the security services (if any) provided from time to time. City has no
affirmative obligation whatsoever to provide any security services in the Garage and for vehicles
parked by anyone in the Spaces at any time. City will not be liable to Licensee or its agents,
contractors, subcontractors, employees, visitors, licensees, or invitees and for vehicles parked in
parking spaces, for any claims arising out of(i) any impediment to use any of any of the parking
spaces, or (ii) any loss, disruption, or alleged inadequacy or deficiency in any utility, system, or
service provided in the Garage; and (iii) any damage, injury or theft pertaining to any vehicle, its
contents or any individual using the Garage and the Spaces. The Licensee shall be responsible
for the routine cleaning and sweeping of the license area to ensure that the area remains clear and
free of dirt, debris and litter. Furthermore, the Licensee will be responsible to properly utilize,
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operate and maintain any security systems installed by the Licensee or the City for the license
area.
ARTICLE 6
INSURANCE
Section 6.01 Public Liability and Property Damage. Licensee, during the entire Term,
shall keep in full force and effect the following: Commercial General Liability Insurance
naming the City as an additional insured, written with a carrier licensed to do business in Florida
with an AM Best rating of A- or better. Coverage must include, at a minimum: (i) Spaces
Operations, (ii) Products and Completed Operations, (iii) Blanket Contractual Liability, (iv)
Personal Injury Liability, and (v) Expanded Definition of Property Damage. The minimum
limits acceptable are $1,000,000.00 Per Occurrence, $2,000,000.00 Per Location Aggregate.
The use of an excess/umbrella liability policy to achieve the limits required by this paragraph
will be acceptable as long as the terms and conditions of the excess/umbrella policy are no less
restrictive than the underlying Commercial General Liability policy.
Section 6.02. Workers' Compensation. Workers' Compensation Insurance shall be
maintained by Licensee during the term of the License Agreement, or any renewal period of it,
and it is to apply to all "statutory employees" of the Licensee (as that phrase is defined by
Chapter 440, Florida Statutes), in compliance with the Workers' Compensation Law of the State
of Florida and all applicable federal laws, for the benefit of the Licensee and its employees.
Employer's Liability Part B shall be in an amount of no less than One Million Dollars
($1,000,000.00)per occurrence.
ARTICLE 7
INDEMNITY AGAINST CLAIMS
Section 7.01. Licensee's Obligation to Defend. Licensee shall defend, indemnify and
save harmless City, its elected officials, officers, employees, agents and contractors from and
against all liabilities, obligations, damages, penalties, claims, costs, charges and expenses,
including, without limitation, attorney fees (including those resulting from the enforcement of
the foregoing indemnification), arising from, or which may be imposed upon, incurred by or
asserted against City, by reason of:
(a) Any act, omission or negligence of Licensee or any Licensee Party (which
includes but is not limited to any of Licensee's agents, contractors, subcontractors, employees,
visitors, licensees, or invitees);
(b) Any accident, injury or damage whatsoever caused to any person or to the
property of any person occurring in, on or about the Parking Spaces or occurring outside the
Parking Spaces but within the Garage which is the result of the act, omission or negligence of
Licensee or any Licensee Party;
(c) Any failure on the part of Licensee or any Licensee Party to observe or
perform any of the covenants, agreements, terms, provisions, conditions or limitations contained
in this Agreement to be observed or performed by Licensee, including compliance with any
governmental requirements applicable to the Garage and the parking Spaces.
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ARTICLE 8
USE
Section 8.01. The Garage and Spaces shall be used solely for the parking of passenger
vehicles in accordance with existing codes, laws, ordinances, rules, and regulations of all
governmental authorities having jurisdiction over the Garage, including City. The parking or
storage of commercial vehicles or equipment or materials, and repair and maintenance of
vehicles of any kind is prohibited. The Parking Spaces shall not be used for any illegal purposes,
nor in any manner which does or may create any nuisance or trespass, nor in any manner which
may vitiate the insurance relating to the Garage and Parking Spaces. Access to and use of the
Parking Spaces is strictly limited to employees, and valet parking attendants, of Licensee and
shall not be used nor accessed by any other person.
ARTICLE 9
ASSIGNMENT AND AMENDMENTS
Section 9.01 Assignment. Licensee may transfer or assign this License, without the
consent of City, to a transferee of the fee simple interest in the Hotel Property or to an owner
responsible for the common areas of the Hotel Property (including a condominium association,
homeowners association or property owners association), provided that such assignment/transfer
is in writing, delivered to the City and executed by the Licensee and acknowledges that the
assignee or transferee assumes all obligations arising under this License. Thereafter, Licensee
shall be fully released and relieved from all liability and obligation hereunder. Other than as
described in this subparagraph, Owner may not sell, transfer or assign this agreement without
the prior written consent of City.
Section 9.02 Amendments. No amendment to this License will be binding on any party
unless in writing and signed by all parties
ARTICLE 10
DEFAULT AND TERMINATION BY CITY
Section 10.01. Default. Each of the following events shall be a default by Licensee and a
breach of this License and constitute an "Event of Default":
(a) any failure of Licensee to pay any Use Fee due as and when due, and failure to cure
the same within ten (10) days following Licensee's receipt of written notice of
nonpayment and demand for payment; or
(b) any failure to perform any other of the terms, conditions, or covenants of this License
to be observed or performed by Licensee for more than thirty (30) calendar days after
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written notice of such default (except for a default in the payment of Use Fee and other
monetary obligations) after notice shall have been received by Licensee (unless curative
action cannot reasonably be accomplished within such thirty (30) day period, in which
event the period to cure such default shall be automatically extended as long as Licensee
promptly commences such cure and diligently uses Licensee's best efforts to complete
curative action).
Section 10.02. Remedies. If any default by Licensee shall continue uncured upon
expiration of the applicable curing period, City may exercise any one or all of the following
remedies in addition to all other rights and remedies provided by law or equity, from time to
time, to which City may resort cumulatively or in the alternative:
Section 10.03 Termination. City may, at City's election, but not with less than 180 days'
prior written notice to Licensee, terminate this License. All of Licensee's rights in the Garage
and Spaces shall terminate upon termination of this License. Promptly after any such
termination, Licensee shall surrender and vacate the Garage and Spaces and City may re-enter
and take possession of the Garage and Spaces. Termination under this paragraph shall not relieve
Licensee from the payment of any sum then due to City, or from any claim for damages
previously accrued, or then accruing, against Licensee. In such event, City may retain any funds
from the deposit which funds are due and owing to City and shall return the balance to Licensee.
ARTICLE 11
LICENSEE'S RIGHT OF TERMINATION
Section 11.01. Except otherwise provided in Section 3.02, Licensee may, at Licensee's
election, but not with less than 180 days' prior written notice to Licensee, terminate this License.
All of Licensee's rights in the Garage and Parking Spaces shall terminate upon termination of
this License. Promptly after any such termination, Licensee shall surrender and vacate the
Garage and Parking Spaces and City may re-enter and take possession of the Garage and Parking
Spaces.
ARTICLE 12
SURRENDER OF LICENSE AND HOLDING OVER
Section 12.01. Surrender Upon Termination. At the expiration or termination of this
License, Licensee shall surrender the Spaces in not less than the same condition and repair as
existed on the Commencement Date of this License, reasonable wear and tear, casualty and
condemnation excepted.
Section 12.02. Holding Over. Any holding over after the expiration of the Initial Term
of this License or any extension of shall be construed to be a license from month to month at the
Base Use Fee provided in this License and on the terms and conditions specified in this License,
so far as applicable.
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ARTICLE 13
ATTORNEY FEES
Section 13.01. Attorney Fees. If either City or Licensee shall, without fault, be made a
party to any litigation by or against the other party, or if successful litigation shall be brought by
either City or Licensee against the other because of the breach of any other covenant in this
License to be kept or performed by such party, and a breach shall be established, the prevailing
party shall pay to the other party all expenses the party incurred in connection with such
litigation, including attorney fees and court costs.
ARTICLE 14
NOTICES
Section 14.01 All notices, demands, requests or other communication shall be in writing
and same shall be given by hand delivery, transmitting same by Federal Express or similar
delivery method, or by registered or certified mail, postage prepaid, return receipt requested,
addressed to the party at the address set forth below, or at such other address or addresses and to
such other person or firm as City or Owner may from time to time designate in writing.
AS TO CITY:
City Manager
City of Dania Beach
100 W. Dania Beach Blvd.
Dania Beach, FL 33004
with a copy to:
Thomas J. Ansbro, City Attorney
City of Dania Beach
100 W. Dania Beach Blvd.
Dania Beach, FL 33004
AS TO LICENSEE:
Samy Cohen, Manager
Dania Airport Hotels, LLC
1955 Harrison Street, Suite 200
Hollywood, FL 33020
With a copy to:
Nectaria M. Chakas, Esq.
Lochrie & Chakas, P.A.
1401 E. Broward Boulevard, Suite 303
Fort Lauderdale, FL 33301
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Section 14.02. Time of Service. Any written notice under this License shall be deemed
to have been served as of the date it is received or the date of refusal of receipt.
ARTICLE 15
RELATIONSHIP OF PARTIES
Section 15.01 No Partnership Intended. It is expressly understood that, under this
License, City does not become a partner of or joint venturer with Licensee.
ARTICLE 16
FORCE MAJEURE
Section 16.01. Performance Excused. If either party to this License shall be delayed or
hindered in or prevented from the performance of any non-monetary obligation required under
this License by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure
of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of
a like nature not the fault of the parry delayed in performing the work or doing acts required
under the terms of this License, then performance of such act shall be excused for the period of
the delay and the period equivalent to the period of such delay.
ARTICLE 17
BROKERS
Section 17.01. City and Licensee each warrant and represent to the other that they have
not contacted, engaged, or dealt with any real estate agent or broker with reference to the Garage
and Parking Spaces, or this License, and each party agrees to indemnify and hold harmless the
other from and against any and all claims or demands for real estate commissions, charges, and
fees claiming by or through each such party, including attorney fees, costs, and expenses.
ARTICLE 18
GENERAL
Section 18.01. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO (a) THIS AGREEMENT, INCLUDING ANY EXHIBITS OR
DOCUMENTS ATTACHED TO THIS AGREEMENT; (b) ANY OTHER DOCUMENT OR
INSTRUMENT NOW OR HEREAFTER EXECUTED AND DELIVERED IN CONNECTION
WITH THIS AGREEMENT; OR (c) THE TRANSACTIONS CONTEMPLATED BY THIS
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AGREEMENT. THIS WAIVER SHALL SURVIVE THE TERMINATION OR EXPIRATION
OF THIS AGREEMENT.
Section 18.02. Miscellaneous Matters.
(a) Severability. If any term, covenant or condition of this License or the application
of it to any person or circumstance shall to any extent be invalid or unenforceable, then
the remaining terms, covenants and conditions of this License shall not be affected and
each such term, covenant, or condition of this License shall be valid and enforced to the
fullest extent permitted by law.
(b) Inte ration. This License contains the entire agreement between the parties, and
any agreement hereafter made shall be ineffective to change this License unless such
agreement is in writing and signed by the parties. All prior agreements, oral and written,
shall be merged into this License.
(c) Governing Law. This License shall be governed by and construed according to
the laws of the State of Florida.
(d) Captions. The captions of the several article or sections titles contained in this
License are for convenience only and do not define, limit, describe or construe the
contents of this License.
(e) Successors and Assigns. The covenants and conditions contained in this License
shall bind and inure to the benefit of the respective permitted heirs, successors, executors,
administrators and assigns of the parties.
(f) Time of Essence. Time is of the essence under any and all provisions of this
License.
(h) Waiver. One or more waivers of any covenant or condition by City shall not be
construed as a waiver of a subsequent breach of the same covenant or condition, and the
consent or approval by City to or of any act by Licensee requiring City's consent or
approval shall not be deemed to render unnecessary City's consent or approval to or of
any subsequent similar act by Licensee. No breach of a covenant or condition of this
License shall be deemed to have been waived by City, unless such waiver is in writing
signed by City.
(i) Damage, Destruction or Taking of Parking Garage. If there is a casualty
("Casualty") which causes damage to portions of the Garage where the Parking Spaces
are located, but leaves other portions of the Garage in usable condition, City will have the
right but not the obligation to relocate the Parking Spaces to a usable location in the
Garage, and this Agreement will remain in full force and effect. If there is a taking by
condemnation ("Taking") of a portion of the Garage where the Parking Spaces are
located, but the Taking leaves other portions of the Garage in usable condition, City will,
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at its sole option, have the right but not the obligation to relocate the Parking Spaces to a
usable location in the Garage, and this Agreement will remain in full force and effect.
0) Major Casualty or Taking. The City will have the unilateral right to terminate this
Agreement if the Garage is not usable for parking as a result of(i) a major Casualty to the
Garage; (ii) a taking by condemnation of a material portion of the Garage; or (iii) a
substantial deterioration of the structural integrity of the Garage over time.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the
day and year first written above.
CITY:
CITY OF DANIA BEACH, FLORIDA, a
Florida municipal corporation
ATTEST:
THOMAS SCHNEIDER, CMC TAMARA JAMES
CITY CLERK MAYOR
APPROVED FOR FORM AND
CORRECTNESS: ROBERT BALDWIN
CITY MANAGER
THOMAS J. ANSBRO
CITY ATTORNEY
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LICENSEE:
Witnesses: DANIA AIRPORT HOTELS, LLC, a
Florida limited liability company
Signature Samy Cohen, Manager
PRINT Name
Signature
PRINT Name
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this day of
2018 by Samy Cohen, as Manager of Dania Airport Hotels, LLC, a
Florida limited liability company, on behalf of the company, who: check one: is personally
known tome; or has produced as identification.
NOTARY PUBLIC
State of Florida
My Commission Expires:
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LICENSEE:
Witnesses: DANIA BEACH INVESTMENTS, LLC, a
Florida limited liability company
By:
Signature Print Name:
Title:
PRINT Name
Signature
PRINT Name
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this day of
, 2018 by , as of
DANIA BEACH INVESTMENTS, LLC, a Florida limited liability company, on behalf of the
company, who: check one: is personally known to me; or has produced
as identification.
NOTARY PUBLIC
State of Florida
My Commission Expires:
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EXHIBIT A
LEGAL DESCRIPTION OF GARAGE
Lots 1 through 9, inclusive, Block 21, Town of Modelo (now Dania)
according to the Plat thereof as recorded in Plat Book B, Page 49 of
the Public Records of Dade County, Florida said now lands situated
in Broward County, Florida.
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EXHIBIT B
LEGAL DESCRIPTION OF
HOTEL PROPERTY
All of Lot 9, Lots 10 and 11, Less street right-of-way, and all of Lot 12, in
Block 12 of TOWN OF MODELO (NOW TOWN OF DANIA) according to
the Plat thereof as recorded in Plat Book B, Page 49, of the Public Records of
Miami-Dade County, Florida, said lands now situate lying and being in
Broward County, Florida.
Together with:
Lots 13 and 14, Block 12, Town of Modelo (now DANINA BEACH), according
to the Plat thereof recorded in Plat Book B, at Page 49, of the Public Records
Dade County, Florida; Said lands situate, lying and being in Broward County,
Florida, LESS the West 24 feet of said Lot 14 which has been heretofore
conveyed to the State of Florida for highway purposes.
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