07-15-2014 e cit ®1 Cisa Commission City Manager
Soroka,Susan Gottlieb,Mayor Eric M.Soroka,ICMA-CM
AL\ Enbar Cohen City Clerk
ra Teri Holzberg Teresa M.Soroka,MMC
Billy Joel
Michael Stern City Attorney
Howard Weinberg Weiss Serota Helfman
; ,' Luz Urbaez Weinberg Pastoriza Cole&Boniske
CITY COMMISSION MEETING
AGENDA
JULY 15,2014 - 9 AM
Aventura Government Center
19200 West Country Club Drive
Aventura,Florida 33180
1. CALL TO ORDER ROLL CALL
2. MOTION AND ACTION CONCERNING BUILDING PERMIT COVENANT MATTER
(City Attorney)
3. ADJOURNMENT.
This meeting is open to the public.In accordance with the Americans with Disabilities Act of 1990,all persons who are disabled and who need special accommodations to
participate in this meeting because of that disability should contact the Office of the City Clerk,305-466-8901,not later than two days prior to such proceeding. One or more
members of the City of Aventura Advisory Boards may be in attendance and may participate at the meeting. Anyone wishing to appeal any decision made by the Aventura City
Commission with respect to any matter considered at such meeting or hearing will need a record of the proceedings and,for such purpose,may need to ensure that a verbatim
record of the proceedings is made,which record includes the testimony and evidence upon which the appeal is to be based. Agenda items may be viewed at the Office of the City
Clerk,City of Aventura Government Center,19200 W.Country Club Drive,Aventura,Florida,33180. Anyone wishing to obtain a copy of any agenda item should contact the
City Clerk at 305-466-8901.
Covenant of Indemnification
This Covenant of Indemnification (the "Covenant") is made and executed
the day of July, 2014, by Last Lot Corp., a Florida corporation, NI Holdings,
LLC, a Florida limited liability company, and Two Islands Development Corp., a
Florida corporation (jointly and severally referred to as the "Applicant") to and for
the benefit of the City of Aventura, Florida, a Florida Municipal Corporation (the
"City").
WITNESSETH: In connection with (i) the City's consideration of the
issuance of an approval to Applicant on Applicant's Sidewalk Permit Application
#14-561 (the "Application") for the installation of a sidewalk (the "Sidewalk")
upon the dedicated ten (10) foot utility easement area of the South Island, as
described in the Application set forth in Exhibit "A", a copy of which is attached
hereto and incorporated herein, and which is supported by Opinions of Title and
Supplemental Opinions of Title furnished to the City on behalf of Applicant and
approved by the City Attorney, and (ii) the City's consideration of the issuance of
further approvals and building permits for the proposed multi-family development
on the North Island, Applicant hereby covenants and agrees as follows:
1. The City accepts and agrees to the terms of this Covenant in
furtherance of compliance with the condition for a covenant under City Resolution
No. 98-77.
2. Except as otherwise expressly provided herein, Applicant agrees to
defend, indemnify and hold the City harmless from any claim, demand, suit, loss,
cost, expense or damage which may be asserted, claimed, or recovered against or
from City (and its officers, agents, servants and employees) solely by reason of any
property damage or bodily injury, including death, sustained by any person
whomsoever, which said claim, demand, suit, loss, cost, expense or damage for
property damage or bodily injury arises out of or is related to the construction or
maintenance of the Sidewalk or construction of the proposed multi-family
development of the North Island, and regardless of whether such claim, demand,
suit, loss, damage, cost or expense is caused in whole or in part by City's
negligence or by the negligence of the City's officers, agents, servants or
employees, except that such covenant to defend, indemnify and hold harmless
excludes and does not apply to or otherwise cover any claim, demand, suit, loss,
cost, expense or damage to the extent that the City (and/or the City's officers,
agents, servants or employees) engage in willful misconduct and/or are grossly
negligent.
Except as otherwise expressly provided herein, Applicant's covenant to
defend, indemnify and hold harmless City, shall likewise apply to any reasonable
attorneys' fees and taxable costs (or other reasonably necessary costs) incurred by
the City in defending any claim, suit, action or other proceeding brought by any
person or entity (other than Applicant or Applicant's successors and/or assigns)
against the City concerning any decision by the City to issue City approvals and
building permits for the Sidewalk and/or for the proposed multi-family
development of the North Island.
This agreement to defend, indemnify or hold the City harmless excludes and
does not apply to or otherwise cover any claim, demand, suit, loss, cost, expense or
damage brought or asserted by Applicant or Applicant's successors and/or assigns
against the City, or its officers, agents, servants or employees concerning any
breach of this Covenant by City.
Prior to requesting to be defended, indemnified or held harmless under this
Covenant, the City shall provide Applicant with written notice, and Applicant shall
have ten (10) days in which to respond in writing to the City's request. Any
indemnity obligation under this Covenant is subject to the City's obligation to
provide Applicant with timely written notice (i.e., within seven (7) days of the City
being served with a complaint (or petition), and, if no complaint (or petition) has
been served, within twenty (20) days of City's knowledge of an applicable claim)
to allow for the proper defense of any claim, demand, suit, loss, cost, expense or
damage that may be covered under this Covenant.
The defense of City, as required herein, shall be provided by legal counsel
which is approved by the City Manager (and, to the extent applicable when such
defense representation is provided by the City Attorney, at the City's currently
charged rate), with such approval not to be unreasonably withheld by City.
The City may not settle or offer to settle (unless it elects to do so in its own
discretion and at its sole cost) any alleged claim, demand, suit, loss, cost, expense
or damage that it maintains is covered under the indemnity obligations under this
Covenant without first obtaining Applicant's prior written consent, which consent
shall not be unreasonably withheld. Failure to obtain Applicant's prior written
consent shall result in the indemnity obligations under this Covenant being
terminated and having no further legal or binding effect as to any such settlement
amount and the City, not Applicant, shall be liable for payment of any such
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settlement amount that City agrees to. This shall not impair any prior liability or
responsibility of Applicant.
3. Upon the issuance and release by the City of a building permit for the
Sidewalk and the Sidewalk being constructed or is commenced to be constructed,
Applicant (or its successors and/or assigns) shall at such time, at Applicant's ( or
Applicant's successors or assigns) sole cost and expense, provide and continuously
maintain (for at least ten (10) years after construction (or commencement of
construction, whichever is the longer period of time) of the Sidewalk
comprehensive general liability insurance coverage which shall further support
Applicant's covenant to defend, indemnify and hold harmless City for property
damage or bodily injury as provided herein. The form and sufficiency of said
liability insurance policy, provided such policy is commercially reasonable and
available, shall be subject to approval of the City Attorney and City Manager and
shall provide primary coverage in the amount of $1,000,000 (or greater in the
discretion of Applicant) combined single limit for personal injury and property
damage liability, shall support and cover Applicant's covenant to defend,
indemnify and hold harmless for any such personal injury and property damage,
and shall name the City (and, if commercially reasonable and available, City's
officers, agents and employees) as an additional insured. A certificate of insurance
reflecting compliance with this Section shall be continuously maintained on file
with the City Clerk by Applicant.
4. As further security for Applicant's performance of its covenant to
defend, indemnify and hold City harmless, Applicant hereby agrees to deposit,
within 10 days after execution of this Covenant (and expressly conditioned upon
the issuance and release by the City of a building permit for the Sidewalk), the sum
of$50,000 in an account to be held in escrow pursuant to an escrow arrangement
(the "Escrow Account") which is approved by the City Manager, and in which the
City Attorney, Weiss Serota Heitman, et. al., acts as escrow agent. Thereafter, no
later than 60 days after execution of the Covenant (and expressly conditioned upon
the issuance and release by the City of a building permit for the Sidewalk),
Applicant shall deposit an additional $200,000 in the Escrow Account. The funds
in the Escrow Account shall be held in escrow as security to cover all of the
Applicant's indemnity obligations under this Covenant. The Applicant shall either
promptly reimburse the City for any reasonable attorneys' fees and taxable costs
(or other reasonably necessary costs) incurred by the City that are covered under
all of the indemnity obligations under this Covenant, or the City shall be
authorized to obtain reimbursement of such fees and costs directly from the
Escrow Account. In the event the City obtains reimbursement of reasonable
3
attorneys' fees and taxable costs (or other reasonably necessary costs) from the
Escrow Account, the Applicant agrees to replenish the Escrow Account so that at
least $250,000 is maintained in the Escrow Account at all times. The Escrow
Account shall be maintained for at least four (4) years after execution of this
Covenant. After such four-year period (or at any earlier period of time that may be
agreed to in writing by Applicant and the City), all remaining funds in the Escrow
Account shall be released and refunded to Applicant. The Escrow Account and
process required by this Section 4 shall also apply to and cover any damage
liability of City in the event that the insurance coverage required in Section 3 fails
or is not available or is insufficient to fully protect City.
5. Nothing in this Covenant of Indemnification is intended to waive,
limit or otherwise restrict any defenses or immunities available to the City as a
result of its executive decision in connection with the issuance of any City
approvals and building permits for the Sidewalk and/or for the proposed multi-
family development of the North Island.
6. The City and Applicant agree to fully cooperate with each other
pursuant to this Covenant and they further recognize that time is of the essence in
all aspects of this Covenant.
It is expressly recognized by the City and Applicant that the issuance of any
building permit for the Sidewalk (and/or any challenge to the issuance of such
building permit or any other challenge in connection with the Sidewalk, brought or
filed by any other person) shall not in any way delay, hinder, or otherwise affect
the ongoing review and processing of approvals and building permits for the
proposed multi-family development on the North Island (including, but not limited
to, administrative site plan review approvals and other reviews, approvals and
permits in connection with such development). Accordingly, the issuance of the
building permit for the Sidewalk and/or the construction of the Sidewalk (and/or
any challenge to the issuance of such building permit or any other challenge in
connection with the Sidewalk, brought or filed by any other person) shall not in
any way delay, hinder, or otherwise affect the City's review, processing and
issuance of approvals and buildings permits for the proposed multi-family
development on the North Island pursuant to the City's standard protocol,
procedures and timing. However, notwithstanding any other provision of this
Covenant, it is recognized that the City shall require as a condition subsequent of
the final site plan approval for the multifamily development of the North Island,
that the Applicant shall be required to install the Sidewalk at the South Island (in
accordance with the time limits authorized by the Final Site Plan approval), unless
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the Sidewalk requirement is otherwise released or waived by the City Commission
of the City or by court order. Likewise, notwithstanding any provision of this
Covenant, it is recognized that the City currently maintains (as it is well within its
rights to do so) that it shall not issue a building permit for the multifamily
development of the North Island, unless the Sidewalk is first installed at the South
Island (unless the Sidewalk requirement is otherwise released or waived by the
City Commission of the City or by court order). City shall, to the extent
practicable, expedite any hearing before the City Commission as it relates to any
request for the Sidewalk requirement to be released or waived (or other relief
sought by Applicant with respect to the Sidewalk requirement). Applicant
(including its successors and assigns) fully reserves the right to petition the City
(including the City Commission) to request that the Sidewalk requirement be
released or waived, or to seek other relief from the City Commission with respect
to the Sidewalk requirement pursuant to the City Code and applicable law.
Moreover, so long as not directly adverse to each of their respective
interests, the City and Applicant agree to fully cooperate with one another to
diligently defend any claim, suit, action or other proceeding covered under this
Covenant, including, but not limited to, any claim, suit, action or other proceeding
against the City in connection with the issuance of any City approvals and building
permits for the Sidewalk and/or for the proposed multi-family development of the
North Island, and any appeal in connection with any such claim, suit, action or
other proceeding.
In connection with such cooperation, the City shall have the City attorney
(Le., a partner or senior attorney from the law firm that serves as City attorney)
attend dispositive hearings and, to the best extent possible, argue in full support of
the defense of any claim, suit, action or other proceeding concerning any challenge
to the issuance of any building permit for the Sidewalk or any other challenge in
connection with the Sidewalk. In addition, the City shall cooperate with any and
all efforts to seek to recover an award of attorneys' fees and costs against any
person or entity bringing any claim, suit, action or other proceeding covered under
this Covenant to the extent such claim, suit, action or other proceedings is without
any basis or is otherwise frivolous.
7. Nothing in this Covenant is intended to limit or restrict the executive
powers of the City (provided such powers are exercised in accordance with the
City Code and applicable law) in deciding whether to issue any approvals and
building permits for the Sidewalk and/or for the proposed multi-family
development of the North Island. The City retains sole discretion under its police
5
powers (provided such powers are exercised in accordance with the City Code and
applicable law) as to whether to grant or deny approvals and building permits for
the Sidewalk and/or for the proposed multi-family development on the North
Island.
8. While nothing in this Covenant of Indemnification shall prohibit the
City from exercising its judgment to defend any claim, suit, action or other
proceeding covered under this Covenant, any material breach by the City under
this Covenant shall automatically suspend Applicant's further indemnity and
related obligations under this Covenant, pending City's opportunity to cure said
breach.
9. Notwithstanding anything contained herein, Applicant (including its
successors and assigns) fully reserves all of its rights and remedies, including, but
not limited to, all vested development rights to proceed with the proposed multi-
family development on the North Island. Accordingly, nothing in this Covenant is
intended to waive, limit, or otherwise restrict such rights and remedies, including
all vested development rights and claims that Applicant (including any of its
successors and/or assigns) may have against any person or entity. Nonetheless,
provided that the City issues and releases to Applicant the building permit for the
Sidewalk, this Covenant is intended to release the City from any claims that
Applicant (including any of its successors and/or assigns) may have against the
City with respect to the Sidewalk, except for any claim concerning any future
breach of this Covenant by City or any other future claim against the City. Further,
upon the City's issuance and release of the building permit for the Sidewalk,
Applicant recognizes that it presently has no cause of action against City with
respect to the Sidewalk, and has to date been treated fairly by City.
10. Applicant agrees that this Covenant shall be binding upon the parties
hereto and their respective successors and assigns excluding condominium unit
owners under the proposed multi-family development on the North Island (other
than signatories herein) and such unit owners' mortgagees/lenders, and also
excluding mortgagees/construction lenders for this proposed development on the
North Island. Applicant may assign its obligations under this Covenant to any
person or entity, including, but not limited, to a master association or other
community association, subject to the prior written approval of the City Manager.
6
11. Any notices required or permitted to be given under this Covenant
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 Aventura
Attention: City Manager
19200 West Country Club Drive
Aventura, Florida 33180
Telephone: (305)466-8910
With a copy to: David M. Wolpin, Esq., City Attorney
Weiss Serota Helfman Pastoriza Cole & Boniske, P.L.
2525 Ponce de Leon Blvd., Suite 700
Coral Gables, Florida 33134
Telephone: (305) 854-0800
If to Applicant: Last Lot Corp.
NI Holdings, LLC
Two Islands Development Corp.
do Gary Cohen, Authorized Representative
2750 N.E. 185th Street, Suite 301
Aventura, Florida 33180
With a copy to: John K. Shubin, Esq.
Shubin & Bass, P.A.
46 S.W. 1st Street, 3rd Floor
Miami, Florida 33130
Telephone: (305) 381-6060
Notices personally delivered or sent by overnight courier shall be deemed given on
the business date of delivery and notices mailed in accordance with the foregoing
shall be deemed given three (3) days after deposit in the U.S. Mail.
12. Enforcement shall be by action against any parties or person violating,
or attempting to violate, any covenants herein. The prevailing party in any action
or suit pertaining to or arising out of this instrument 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 its attorney at trial and appellate
7
proceedings. This enforcement provision shall be in addition to any other remedies
available at law, in equity or both. The parties voluntarily waive any right to trial
by jury concerning any litigation between Applicant and the City, which arises
under this Covenant.
13. Invalidation of any one of these covenants, by judgment of Court,
shall not affect any of the other provisions which shall remain in full force and
effect.
14. This instrument shall be filed of record in the public records of Miami-
Dade County, Florida at the cost of Applicant.
15. Except as otherwise provided above with respect to the
Comprehensive General Liability Policy and the Escrow Account, this Covenant
shall be effective for a term which commences upon execution hereof and
continues for a term of ten(10) years.
16. This Covenant shall be construed and governed in accordance with the
laws of the State of Florida.
17. This Covenant shall be of no force or effect if City determines not to
timely process or grant approvals and building permits for the Sidewalk.
In witness whereof, Applicant has executed this Covenant under seal on the
day and year herein first above written, and City has accepted this Covenant.
[SIGNATURE PAGES TO FOLLOW]
8
APPLICANT:
LAST LOT CO `' '.
BY: Print Name:
Presiden
Signed, sealed and delivered in the presence of:
pj , i Vi.C'( 8 . Piz-cc.
Witne Print Name
Witness Print Name
Attest:
62d,ty
Corpo . e S cretary Print Name
ACKNOWLEDGMENT
STATE OF FLORIDA )
) ss
COUNTY OF MIAMI-DADE )
The foregoin_ ins• e r t was acknowledged before me this /() day of July,
2014 by //�. . , as Authorized Signatory and President
of , i '_ . He/she is personally known to me
or presented his/her as identification.
• irliade26
otary Public
NOTARY SEAL/STAMP
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9
APPLICANT:
NI HOLDING L
BY: A Print Name: 6aly 641-4—
Man: -r
Signed, sealed and delivered in the presence of:
Witness Print Name
Witness Print Name
ACKNOWLEDGMENT
STATE OF FLORIDA )
) ss
COUNTY OF MIAMI-DADE )
The foregoing ins ent was acknowledged before me this /d day of July,
2014, by Of. , 4/ /I as Authorized Signatory and Manager
of / i/,t7J /�,-� 1 . He/she iss pew lilly hno�wn t me
or presented his/her � as identification.
199z 1' /2�44d /
Notary Public
NOTARY SEAL/STAMP
DONNA L.MU$SATTO
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APPLICANT:
TWO IS . 1 . DEVELOPMENT CORP.
/
4, (64.,,,,,
BY: . Isar Print Name:
Pres'• -nt
Signed, sealed and delivered in the presence of:
NIL a. R cc dite,..49 Witness Print Name
Ug__ AIL-- ()%_cy-tcx -41,t.,
Witness Print Name
Attest: 1 1 1
66, 6 ii...„
AI Corpo r - S- retary Print Name
ACKNOWLEDGMENT
STATE OF FLORIDA )
) ss
COUNTY OF MIAMI-DADE )
The foregoing instrumen was acknowledged before me this /6 day of July,
2014, b #1 J , i/ • Authorized Signatory and President
of OTAIWn'/ :1531M. • e/she is personally known to me
or presented his/her as identification .
4iwt&J
Notary Public
NOTARY SEAL/STAMP
Notary DA - U
Florida 4
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Commhudon!EE 217185
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JOINDER BY OWNER OF NORTH ISLAND
Gary Cohen, Trustee for Trust 75-LT-21 (the "Trust"), as the current owner
of the North Island, hereby joins in this Covenant of Indemnification to the same
extent as any Applicant hereunder, and shall be entitled to the rights and benefits
and bound to the obligations which are applicable to each Applicant under this
Covenant of Indemnification. Upon conveyance of the North Island, the
successors and assigns of the Trust (excluding condominium unit owners under the
proposed multi-family development on the North Island (other than signatories
under this Covenant) and such unit owners' mortgagees/lenders, and also
excluding mortgagees/construction lenders for this proposed development on the
North Island) shall be entitled to the rights and benefits and bound to the
obligations which are applicable to each Applicant under this Covenant of
Indemnification, and the Trust shall be released of such obligations upon the
assumption by operation of law or otherwise of such rights, benefits, and
obligations by the successors and assigns of the Trust (excluding condominium
unit owners under the proposed multi-family development on the North Island
(other than signatories under this Covenant) and such unit owners'
mortgagees/lenders, and also excluding mortgagees/construction lenders for this
proposed development on the North Island).
GARY CO ' `' . TRUSTEE FOR TRUST 75-LT-21 Lia"___
BY: A PPrint Name.
G.. Co en,Trustee
Signed, sealed and •elivered in the presence of:
/b• _ 5raouri
Witness Print Name
/ ft Clart■— .3WCap".
Witness Print Name
12
ACKNOWLEDGMENT
STATE OF FLORIDA )
) ss
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this JO day of July,
2014, by Gary Cohen, as Trustee for Trust 75-LT-21. -Ie/she irsonally known
tome or presented his/her as identification.
idaM4d.
Notary Public
NOTARY SEAL/STAMP
ooMMA L.MU$$ATTO
Notary Comm.Ex -stab of Lori
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Commission•EE 217185
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13
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Accepted by the City of Aventura, Florida,this day of July,2014.
BY:
Eric M. Soroka, City Manager
ATTEST:
City Clerk
Approved as to form and legal sufficiency for reliance of the City only:
/1/'t )
City Attorney
ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF MIA vII-DARE �ss
July, foregoing instrument was 2014, b as acknowledged Co ric M. Soroka, as City
Manager, before me
rporation. He is this
personally ageT, City of -- Y of
Avenue a Florida
as identification � to me
Y o
or Presented his
ta rY Public
ARY SEAL/STA�Ip
14
/ . CITY OF AVENTURA
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ERMIT APPLICATION
19200 W Co inby pub dive 41'Floor-Aventura,FL 33180
wt, Tel 305)166-0937-Fax(305)466-8949
I Job Address: fl;At d 4st4? dn�+
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Phone 3°S-74C-47.06 : :�r�� .a'; P
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BUILDING CHANGE CONTRACTOR , ,
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MECHANICAL RENEWAL ,--:'ir — Addition Detached ,OIOO
,k � —_ PLUMBINGIOAS SHOP DRAWING ,' .''i _ AMentlon Exterior
% ', _ PAVING/DRAINAGE SIGN { _ Repair/Replace ;-...:1'..• ~
_ ROOFING OTHER .®+��k Alteration Interior 1/01�D Sr
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"Z Address 116-66 Nw 734:4 stye Foos Va'•'• ' •a 'wit et,Acct 40ikk 141p5
.4: City State 6 Zip 3307 ; Work Classification:
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Application is hereby made to obtain a perm*to do work and hu to hatlon tie indicated.I certify that all work will be performed to meet the standards of M laws
regulating construction In Mature.I understand diet a separate permit must be obtained for ELECTRICAL,MECHANICAL,PLUMBING,SIGNS,WELLS,POOLS,
ROOFING,SHUTTERS,WINDOWS,FURNACES,BOILERS,HEATERS,TANKS,and AIR CONDITIONERS,etc.I understand that in signing this application I an
responsible for the supervision and completion of the construction including obtaining all Inspections In accordance with the plans and speclfloallona.
NOTICE TO OWNER:This Permit does not grant any properly rights or exclusive privileges.This Permit doss not stthoriae any damage or Injury lo the properly
or rights of others. in addition to the requirements of this permit,there may be addattiorsl deed restrictions applicable to this property that may be found In to
public records of this county,and there may be additional permits required from other governmental entities such as Water Management Districts,ewe apnoea
or federal agendas. The City recommends, although doss not require, that the owner scours any requited approvals from NeAMdthaN Condominium or
Homeowners'Ansccbmon prior to submitting this building perm*application.The owner acknowledges that issuance of•building panne by the City is based
solely upon the Florida Building Cods and applicable local, county, Mate and federal laws an does not independently satisfy any applicable
Homeowner/Condominium Association approval requirements that may exist behmen the Owner and the Association;and that the City does not enforce any non-
governmental deed restrictions or H m restrictions upon this property.
I• •. ,• :•. YOUR FAILURE TO RECORD A NOTICE OF COMMENCEMENT MAY RESULT IN YOU PA YIIR TWICE FOR IMPROVEMENTS TO YOUR PROPERTY A
HUT ,,,v;-; - MUST eE RECORCED a POeTSD dY THE JOE SITE WORE YOUR FIRST WSPECI7OK IFYOU memo rowan FINANCING!,CONSULT
MTH , OR LOWER WORERECORDING YOUR NOTICE OF�NT,
',.1. 3:■v,.,r n.7 rii t,; _.�:•,.. u:I certify that all tie 71(13 informeton Is aewrats and that ad work will be done In compliance with all applicable laws
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STATE OF ' C' . �• '' t► -7-,;,---,P t, " - EAREZ STATE OF FLORIDA,COUNTY OF
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DISCIPLINE AP DAP DISCIPUNE AP DAP FEES$
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iBuilding Mechanical Base Permit ` 'bnpsct lass
Structural Plumbing `Slits DCA Fines
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nw...ca.. Yonirna Total... e