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HomeMy WebLinkAboutBack-Up DocumentsPUBLIC BENEFIT AGREEMENT REGARDING CONSTRUCTION OF THE NEW FIRE STATION NO.4 THIS PUBLIC BENEFIT AGREEMENT ("Agreement") is made this [ ] day of , 2020, between 191 SW 12 Owner LLC, a Delaware limited liability company authorized to transact business in Florida ("Developer"), and the City of Miami, Florida, a municipal corporation and a political subdivision of the State of Florida (the "LijZ") (Developer and the City are together referred to as the "Parties"). WITNESSETH WHEREAS, the City is the owner of property located at 1105, 1115, 1131, and 1133 SW 2 Avenue in Miami -Dade County, Florida, identified by the Miami -Dade County Property Appraiser (the "Property Appraiser") by Folio Nos. 01-4138-051-0400, 01-4138-051-0410, 01-4138-051- 0390, 01-4138-051-0420, and legally described in Exhibit A (collectively, the "Existing Fire Station Parcel") on which the City currently operates City of Miami Fire Station No. 4 (the "Existing Fire Station"); and; WHEREAS, the Developer is the contract purchaser of the property located at 191 SW 12 Street in Miami -Dade County, Florida, identified by the Property Appraiser by Folio No. 01-4138- 051-0430 (the "191 SW 12 Street Parcel"), and legally described in Exhibit B; and WHEREAS, the Developer is the beneficial owner of the 191 SW 12 Street Parcel and will own the 191 SW 12 Street Parcel following site plan approval for the Project and prior to the commencement of construction; and WHEREAS, pursuant to City of Miami Resolution No. R-17-0330 adopted by the City of Miami Commission (the "City Commission"), a true and correct copy of which is attached hereto as Exhibit C and by this reference made a part hereof, the City and Southside Place LLC, a Florida limited liability company ("Original Developer") entered into that certain Public Benefit Agreement Regarding Construction of the New Fire Station No. 4 dated as of February 16, 2018 (the "2018 Public Benefits Agreement"); and WHEREAS, pursuant to the 2018 Public Benefits Agreement the Original Developer agreed to construct the New Fire Station (as hereinafter defined) and, upon completion, to convey the New Fire Station to the City for no compensation, for the creation of separate City and Original Developer parcels; and WHEREAS, by executing this Agreement subject expressly to prior review and approval by the City Commission, the 2018 Public Benefits Agreement will at such time be null and void and of no further effect as it will be concurrently replaced and superseded by this Agreement; and WHEREAS, Developer may also elect to acquire all of the right, title and interest of CS Brickell LLC, a Delaware limited liability company, in one or more contracts for the purchase of the properties located at 145 SW 12 Street, 155 SW 12 Street, and 165 SW 12 Street in Miami -Dade County, Florida, identified by the Property Appraiser as Folio Nos. 01-0208-050-1022, 01-0208- 1 050-1021, and 01-0208-050-1020, as more particularly described in Exhibit D attached hereto and by this reference made a part hereof (collectively, the "12th Street Parcels"); and WHEREAS, the Developer will promptly furnish to the City Manager and the Director of the Department of Real Estate and Asset Management ("DREAM") executed copies of purchase and sale agreements for any of these properties for which it enters into agreements to purchase; and WHEREAS, Developer intends to cause the 191 SW 12 Street Parcel and the Existing Fire Station Parcel (collectively, the "Project Site") and, if acquired by Developer, the 12th Street Parcels (collectively, the "Expanded Project Site"; and the Project Site or Expanded Project Site, as applicable, the "Block 85 Assemblage") to be developed as part of a mixed use development in substantial accordance with the Project Plans (as hereinafter defined); and WHEREAS, the City owns the First Miami High School, a City -designated historic resource located at 142 SW 11 Street identified by the Property Appraiser as Folio No. 01-4138-051-0380 (the "First Miami High School"), as well as park land located at 140 SW 11 Street identified by the Property Appraiser as 01-0208-050-1010 (the "Southside Park"); and WHEREAS, pursuant to (i) that certain City of Miami Resolution No. R-613-18 adopted by the City Commission on July 13, 2017, a true and correct copy of which is attached hereto as Exhibit E and by this reference made a part hereof, and (ii) that certain Resolution No. 18-66 of the Board of County Commissioners of Miami -Dade County (the "County") adopted on June 5, 2018, a true and correct copy of which is attached hereto as Exhibit F and by this reference made a part hereof, the City and the County authorized the execution of that certain Interlocal Agreement, dated as of August 2, 2018, a true and correct copy of which is attached hereto as Exhibit G and by this reference made a part hereof (the "Interlocal Agreement"); and WHEREAS, pursuant to the Interlocal Agreement, the County's Rapid Transit Zone (the "RTZ") was expanded to include the Brickell Station Subzone (the `Brickell Station Subzone"), which includes all of the property lying situate in Miami -Dade County forming part of Block 85 South of the MIAMI HEIGHTS SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 5, Page 29 of the Public Records of Miami -Dade County, Florida ("Block 85"); and WHEREAS, pursuant to the Interlocal Agreement and Chapter 33C of the County's Code of Ordinances (collectively, the "Development Regulations"), as amended, subsequent to the 2018 Public Benefits Agreement, the County now has exclusive jurisdiction over Block 85 with respect to land use and zoning matters; and WHEREAS, the Brickell Station Subzone is included within a Downtown Regional Metropolitan Urban Center on the County's Comprehensive Development Master Plan ("CDMP") Future Land Use Map ("FLUM"); and WHEREAS, Block 85 is currently underutilized in terms of development rights in that it consists of a park, vacant and underdeveloped lots, and an aging fire station; and WHEREAS, in recent years the Brickell area has become known for its sweeping cityscape, world class architecture, dense population and growing urban environment; and 2 WHEREAS, the Existing Fire Station is no longer adequate to meet the needs of its surrounding community within the City; and WHEREAS, the Existing Fire Station and the other current uses within Block 85 are inconsistent with the goals and vision of the City and County to provide for joint private and public development opportunities, including essential public amenities, retail services, employment centers, housing and institutional attractions in convenient proximity to rapid transit stations, all as more particularly described in the Interlocal Agreement; and WHEREAS, the City has identified a need for the creation of a new turn -key, approximately 31,708 square foot, world class/ first class, state of the art fire station, with an additional $100,000 allowance (part of the Additional NFS Cash Contribution (as hereinafter defined)) for FFE (e.g., kitchen equipment, but will exclude fire -fighting equipment) with a mezzanine level and a new workout area (the "New Fire Station") that shall permit the larger new fire -rescue trucks the City will be obtaining, which New Fire Station shall be constructed for the exclusive use and benefit of the City's Fire Department and in compliance with the Development Regulations, Florida Building Code, the National Fire and Protection Agency, and any and all other laws, rules, or regulations applicable to the terms of this Agreement ("Applicable Laws"); and WHEREAS, consistent with the goals of the Interlocal Agreement and the Development Regulations, the City and Developer have entered into this Agreement for purposes of providing for the redevelopment of Block 85 with a new, state of the art high density, mixed use, transit -oriented urban development providing much needed retail uses and amenities for the Brickell Station Subzone and surrounding urban areas (collectively, the "Project"); and WHEREAS, subject to the terms and conditions of this Agreement, Developer has agreed to (i) construct the New Fire Station at its expense at an estimated cost anticipated to be not less than eight million dollars ($8,000,000.00) and (ii) make a two million and two hundred thousand dollars ($2,200,000.00) cash contribution to be implemented by the City as an additional public benefits contribution (the "Additional NFS Cash Contribution"), which Additional NSF- Cash Contribution is anticipated to be expended as follows: (a) one million and one hundred thousand dollars ($1,100,000.00) of which it is anticipated shall be allocated for the purchase one (1) ladder truck, one (1) engine truck, two (2) fire -rescue trucks, and two (2) Ford trucks in connection with the operation of the New Fire Station; (b) one million dollars ($1,000,000.00) of which it is anticipated shall be allocated to other Fire Department -related expenses; and (c) one hundred thousand dollars ($100,000.00) of which it is anticipated shall be allocated to the purchase of furnishing, fixtures and equipment ("FFE") for the New Fire Station; and WHEREAS, as a condition of the approval of the Project, Developer has agreed that the Project will include fifty (50) designated parking spaces conveyed to the City in fee simple and available for exclusive use by the City in connection with the operation of the New Fire Station (the "NFS Parking Spaces"); and WHEREAS, in order to provide for a development of sufficient scale and with sufficient amenities to satisfy the requirements of the Interlocal Agreement, the City has agreed to transfer certain development density rights associated with the First Miami High School and Southside Park 3 (collectively, the "City Property") to the Block 85 Assemblage in exchange for the TDR Payment (as hereinafter defined); and WHEREAS, upon completion of the construction of the New Fire Station and conveyance of the New Fire Station Parcel (as hereinafter defined) to the City, the City shall convey the Existing Fire Station Parcel to Developer or its designee in fee simple; and WHEREAS, the conveyance of the Existing Fire Station Parcel to Developer, or Developer's designee, in connection with the construction of the New Fire Station is exempt from the competitive bidding process and other requirements because the Existing Fire Station Parcel is being conveyed to implement projects of a governmental agency or instrumentality; and WHEREAS, the construction of the Project will create certain recurring fiscal benefits for the City's tax base as well as much needed temporary and permanent jobs and housing; and WHEREAS, the City and Developer wish to provide for the authorization for the construction of the Project in accordance with the requirements of Section 33C-10 of the Miami - Dade County Code of Ordinances (the "County Code") and the CDMP; and WHEREAS, the execution and delivery of this Agreement on the terms and conditions set forth below has been authorized by all requisite action of the members and/or managers of Developer. NOW THEREFORE, in consideration of the mutual covenants contained herein, it is hereby understood and agreed: Section 1. Recitals; Consideration. The recitals and findings contained in the Preamble or Whereas Clauses to this Section are adopted by reference and incorporated as if fully set forth in this Section. The Parties hereby agree that the consideration and obligations recited and provided for under this Agreement constitute substantial benefits to both Parties and thus adequate consideration for this Agreement. Section 2. Rules of Legal Construction. For all purposes of this Agreement, unless otherwise expressly provided: (a) A defined term has the meaning assigned to it; (b) Words in the singular include the plural, and words in plural include the singular; (c) A pronoun in one gender includes and applies to other genders as well; (d) The terms "hereunder", "herein", "hereof', "hereto" and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles; (e) The Parties hereto agree that this Agreement shall not be more strictly construed against either the City or Developer, as all parties are drafters of this Agreement; and 4 (f) The recitals are true and correct and are incorporated into and made a part of this Agreement. The attached exhibits shall be deemed adopted and incorporated into the Agreement; provided however, that this Agreement shall be deemed to control in the event of a conflict between the attachments and this Agreement. Section 3. Definitions. Capitalized terms shall have the meaning as set forth in this Agreement. "Coun " means Miami -Dade County, a political subdivision of the State of Florida "Development Permit(s)" 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. "Private Development" shall mean the private mixed-use tower and remaining private development of the Project as shown in the conceptual plans prepared by SHoP Architects PC, included as Exhibit H. The Private Development shall not include the New Fire Station, NFS Parking Spaces, or Southside Park. "Final Site Plan Approval" shall mean the final (non -appealable) approval of site plans for the Block 85 Assemblage, substantially in compliance with the Project Plans and the Development Regulations. "NFS and Park Improvement Activities" means Developer's construction of the New Fire Station and the improvements to Southside Park pursuant Section 12(e) hereof. "TCO" shall mean a Temporary Certificate of Occupancy issued by the Miami -Dade County Department of Regulatory and Economic Resources Department. Section 4. Purposes. The Parties have entered into this Agreement for purposes of setting forth their agreements with respect to: (a) the terms and conditions of the agreements between the City and Developer with respect to the construction of the New Fire Station and the NFS Parking Spaces for the City and the exchange of the Existing Fire Station Parcel for the New Fire Station, (b) the release of the New Fire Station Parcel from the operation and effect of any ground lease and any mortgages placed upon the privately owned Block 85 Assemblage in connection with the construction of the Project, (c) the easements, covenants, conditions and restrictions which will govern the Project which shall be provided for in the Shared Facilities Agreement, (d) certain additional public benefits to be provided by Developer to the City, including without limitation, the payment of the Additional NFS Cash Contribution and agreements to undertake other construction obligations and exercise commercially reasonable efforts to create additional business and employment opportunities for residents of the City of Miami and local businesses involved in the construction industry and (e) the commitments of the City to Developer and the Project, including obligations with respect to the transfer of development density rights associated with the City Property and the cooperation of the City with Developer in connection with Developer's execution of its development plan, all in consideration of the agreements and undertakings of Developer contained in this Agreement. In the event that Developer does not obtain ownership and control of 5 the 191 SW 12 Street Parcel within eighteen (18) months of the Effective Date (subject in all events to such extension of such time as may be required by reason of Force Majeure (as defined below)), this Agreement shall be automatically terminated. Section 5. Affected Property. This Agreement is not intended to affect any property other than the land within Block 85. Section 6. Term of Agreement, Effective Date and Binding Effect. This Agreement shall become effective on the date on which the City Manager executes this Agreement with prior approval from the City Commission (the "Effective Date") and shall constitute a covenant running with the land that shall be binding upon, and inure to the benefit of, Developer, the City and their respective successors, assigns, affiliates and subsidiaries (if any), heirs, legal representatives, and personal representatives. This Agreement shall have a term of thirty (30) years from the Effective Date (the "Term") and shall be recorded in the public records of Miami -Dade County by Developer and filed with the City Clerk. The Developer shall furnish to the City a certified copy of the recorded Agreement within twenty (20) days of it being recorded. The Term of this Agreement may only be amended or released by the written agreement of the Parties, provided that if the Project, or any portion thereof, is submitted to condominium ownership pursuant to the Florida Condominium Act, Chapter 718, Florida Statutes (2019), then the condominium association(s) in which the owners of condominium units shall be members shall be the proper party or parties to execute any such amendment or release with respect to any portion of the Project submitted to condominium ownership. Any amendment or release must be in a form reasonably acceptable to the City and reasonably approved as to legal form by the City Attorney. Notwithstanding anything to the contrary contained in this Section 6, in the event that the Project or any portion thereof is submitted to a condominium form of ownership, the City shall be responsible solely for payment of the City Operating Expenses (as defined herein) and the City shall have no obligation to pay any assessments or contribute any costs other than the City Operating Expenses. Section 7. Site Plan. The Project Site shall be developed substantially in compliance with plans, including, specifically, conceptual plans prepared by SHoP Architects PC, attached hereto as Exhibit H. The foregoing plans shall be collectively referred to in this Agreement as the "Proiect Plans" and are described in detail by plans on file with the City Clerk and are deemed to be incorporated by reference. "Substantially in compliance," for purposes of this Agreement, shall be determined by the County Planning and Zoning Director, or designee, in accordance with Section 33-310.1.A.I of the County Code. Section 8. ZoninLy Permitted Development Uses and Building Intensities. The parties acknowledge that Block 85 is located within the Miami -Dade County Rapid Transit Zone, specifically the Brickell Station Subzone, and the City has agreed, for purposes and in the context of this Agreement, to grant the County exclusive land use, zoning, alcohol beverage law, and building permitting authority with respect to the Project in accordance with the terms and conditions of the Interlocal Agreement and the Development Regulations. Accordingly, Developer shall be permitted to construct up to 500 multifamily residential units, per acre of land. [Without limiting the generality of the foregoing, by virtue of its execution of the Interlocal Agreement, the City has determined, to the best of its present knowledge, information and belief, that the uses, 6 intensities, and densities of development permitted by the Development Regulations are consistent with the City's Charter, Comprehensive Plan, and Zoning Ordinance.]' Section 9. Future Development. Future development of the Block 85 Assemblage shall be permitted subject only to compliance with the requirements of the Development Regulations. The criteria to be used by the County in determining whether future development shall be approved shall be consistency with the CDMP, this Agreement and the Development Regulations, and the CDMP, this Agreement, and the Development Regulations shall govern development of the Project for the duration of this Agreement. Any modifications to the Project Plans or this Agreement shall be approved in accordance with the Development Regulations. The City shall support and cooperate with Developer in securing development approvals from the County pursuant to Section 33C-10 of the County Code to effectuate the terms of this Agreement and the transfer of development density through a Covenant in Lieu of Unity of Title. Section 10. Construction of New Fire Station Parcel and Private Development, and Exchange of Properties. The provisions of this Section 10 shall govern the obligations of the Parties in connection with the construction of the New Fire Station and the exchange of the Existing Fire Station Parcel for the New Fire Station Parcel. (a) Construction of New Fire Station and Parking Garage. (1) Developer shall construct the New Fire Station in accordance with the Approved NFS Plans (as hereinafter defined) and, except as otherwise expressly provided herein, at Developer's sole cost and expense, estimated at approximately Eight Million Dollars ($8,000,000.00). Notwithstanding anything to the contrary contained herein, the City shall be solely responsible for payment to the Developer of any increases in the costs of construction for the New Fire Station that result from any (A) Proposed Plan Changes (as hereinafter defined) to the Approved NFS Plans requested by the City, provided that (i) the amount due from the City in connection with any Proposed Plan Changes shall not exceed the total actual costs charged to the Developer by the general contractor and (ii) the general contractor shall not be permitted to charge greater than market value for such Proposed Plan Changes or (B) other acts or omissions of the City as owner, including without limitation, any delays by the City in its approval of items that require the City's approval as owner. (2) Developer shall cause final plans and specifications for the New Fire Station to be developed based on the Project Plans, or as otherwise mutually agreed to by the Parties. The final plans for the New Fire Station shall be subject to the City's prior review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Once such final plans have been approved, Subject to opinion from OCA. 7 the City and Developer shall each execute a certificate confirming the approval of such final plans (the "Approved NFS Plans"). (3) Developer shall make the Additional NFS Cash Contribution, to be implemented by the City, which Additional NSF- Cash Contribution is anticipated to be expended as follows: (a) one million and one hundred thousand dollars ($1,100,000.00) of which it is anticipated shall be allocated for the purchase one (1) ladder truck, one (1) engine truck, two (2) fire -rescue trucks, and two (2) Ford trucks in connection with the operation of the New Fire Station; (b) one million dollars ($1,000,000.00) of which it is anticipated shall be allocated to other Fire Department -related expenses; and (c) one hundred thousand dollars ($100,000.00) of which it is anticipated shall be allocated to the purchase of furnishing, fixtures and equipment ("FFE") for the New Fire Station. The City's Fire Department shall have absolute discretion regarding the ultimate allocation of the Additional NFS Cash Contribution. (b) Parking Garage. (1) The parking garage for the Project (the "Parking Garage") shall be constructed by Developer at its sole cost and expense in substantial accordance with the Approved Parking Garage Plans (as hereinafter defined). The final plans for the Parking Garage shall be subject to the City's prior review and approval. (2) The Parking Garage will include fifty (50) designated parking spaces, the previously defined and described NFS Parking Spaces, available for exclusive use by the City in connection with the operation of the New Fire Station. (3) Developer shall cause final plans and specifications for the Parking Garage to be developed based on the Project Plans, or as otherwise mutually agreed to by the Parties. The final plans for the Parking Garage shall be subject to the City's prior review and approval, such approval not to be unreasonably withheld, conditioned or delayed; providing, however, that this will not preclude safety or design comments and/or comments dealing with the Applicable Laws and Development Regulations. Once such final plans have been approved, the City and Developer shall each execute a certificate confirming the approval of such final plans (the "Approved Parking Garage Plans"). (c) Proposed Changes. Any material changes, modifications, amendments or substitutions to the Approved NFS Plans or Approved Parking Garage Plans ("Proposed Plan Changes") may be made from time to time by written mutual agreement of the parties. Without limiting the generality of the foregoing, the City shall not unreasonably withhold, delay or condition its consent to any Proposed Plan Changes requested by Developer providing, however, that this will not preclude safety 8 or design comments and/or comments dealing with the Applicable Laws. Notwithstanding anything to the contrary contained herein, design changes expressly required for compliance with the Development Regulations and Applicable Laws shall not require the City's approval and Developer shall be permitted to make such changes to the extent that they achieve compliance but not beyond that without the City's consent. (d) Commencement of Construction. No later than the date that is eighteen months (18) from the date of Final Site Plan Approval, the Developer shall commence construction of the New Fire Station and shall complete construction of the New Fire Station within thirty-six (36) months of commencement of construction, subject only to Force Majeure, as further defined in Section 47. [No later than the date that is seven (7) years from the Effective Date, the Developer shall commence construction of the Private Development. In the event the Developer has not commenced construction of the Private Development within seven (7) years of the Effective Date, the Developer shall be required to pay to the City a payment in lieu of taxes equal to the value of taxation that would be due to the City and that would be applicable to a development of the same size and scope as that proposed in Exhibit H ("PILOT Fee"). The PILOT Fee will increase on each anniversary of the Effective Date thereafter at a rate equal to three percent (3%). If Developer is required to pay ad valorem taxes on the Project Site, Developer shall receive a dollar for dollar credit for all sums paid by Developer under the PILOT against any amounts payable with respect to taxes such that Lessee shall never pay more than the annual amount of the taxes otherwise payable. However, in no event will the City issue a refund of PILOT Fees or taxes paid.f A TCO for the Private Development and Parking Garage shall not be issued prior to the issuance of the TCO for the New Fire Station. Construction shall comply with all Development Regulations and Applicable Laws, rules and regulations required to be complied with as part of the process of building permit issuance. Upon the issuance of a building permit for the New Fire Station, the City shall no longer have access to the current parking area located at 1133 SW 2 Avenue identified by County Folio No. 01-4138-051-0420 for the Existing Fire Station. The Developer shall provide at its own cost and expense for nearby alternative temporary parking for the Existing Fire Station until delivery of the New Fire Station and Parking Garage. (e) Temporary Staging and Parking Areas. During construction, the City shall make a portion of Southside Park, as City determines in its sole but reasonable discretion, available for temporary parking and staging for construction activities associated with the Project as a whole. At any time during which Developer requires access and use of Southside Park, such access and use of Southside Park for parking and staging shall (a) be subject to a payment of five thousand dollars ($5,000) per month for the first six (6) months, and thereafter ten thousand dollars ($10,000) per month and (b) not exceed eighteen (18) months unless Developer is diligently constructing the Project in good faith, in which case such use shall not exceed forty-two (42) months unless otherwise agreed to, in writing, by the City Manager. This includes providing: (i) alternate parking spaces for City employees of the Existing Fire Station, (ii) parking for contractors, subcontractors and their employees, and (iii) space for staging and storage of construction materials and equipment. Notwithstanding the foregoing, the calculation of the eighteen (18) months described above shall be tolled during any period in which NFS and Park Improvement Activities are on-going. Developer agrees to preserve and maintain public access to, and use of, both the playground and the grounds surrounding the First Miami High 2 To be discussed. 06 School portions of Southside Park throughout the duration of the construction of the Project; provided, however, that Developer may close such portions of Southside Park as may be necessary to facilitate construction of the Project and/or the improvements to Southside Park pursuant to Section 12(e) hereof, subject to the reasonable review and approval of the City Parks Department. The temporary staging and parking areas shall be retained until the completion of the Project, and Developer shall not be required to terminate its use of the same until a reasonable time has passed following the issuance of such TCO or TCOs as may be required for the occupancy of the entire Project. The Developer shall maintain the temporary parking and staging area in a safe and clean condition during the use specified herein, and shall further be responsible to restore and return Southside Park to a condition that is better than or equal to the original condition prior to Developer's use. (f) New Fire Station Permitting Fees. The Developer shall be responsible for payment of any and all municipal or governmental fees from any jurisdiction having authority, including but not limited to City, County, State and Federal, related to any permits, certifications, development orders, inspections and approvals required for the development of the New Fire Station, including but not limited to fees for building permits, public works approvals, zoning approvals, Certificates of Use, Certificates of Occupancy, Department of Environmental Resource Management approvals and Miami -Dade County Water and Sewer Department approvals and agreements to provide water and sewer service. The Developer shall also be responsible for all other permitting, municipal or governmental fees related to construction of the interior finishes and interior build -out and occupancy of the New Fire Station. The foregoing fees shall not be included in the Developer's cost to construct the New Fire Station and the NFS Parking Spaces. (g) Water and Sewer Connection Charges and Utilities. The Developer at its sole cost and expense shall (a) pay all water and sewer connection charges and (b) provide and construct all water and sewer infrastructure required to support the Project. (h) Rights of Access and Inspection. Developer shall have the right to enter upon and inspect the Existing Fire Station Parcel and otherwise conduct such tests and investigations as Developer deems necessary in connection with the development of the Existing Fire Station Parcel. The foregoing shall include, without limitation, water and soil sampling and other environmental inspections, obtaining surveys and geotechnical testing. The City shall grant to the Developer a general access easement to enter upon the Existing Fire Station Parcel in order to construct the New Fire Station. The Developer shall have the right to review and inspect title to the Existing Fire Station Parcel in order to determine its status. (i) Delivery of New Fire Station. Developer shall cause possession of the New Fire Station to be delivered, and title to the New Fire Station Parcel to be conveyed, to the City, on or before the date that is not less than thirty (30) days and not more than ninety (90) days after the substantial completion of the New Fire Station (the "Outside NITS Closing Date"). Title to the New Fire Station Parcel shall be conveyed by Developer to the City by Special Warranty Deed, subject only to easements, covenants, conditions and restrictions of record that (a) are common to the Block 85 Assemblage, (b) do not contain any right of reverter, rights of reversion, or otherwise render title to the New Fire Station Parcel uninsurable or unmarketable and (c) shall not interfere with the construction or quiet enjoyment (following the completion of construction of the Project) or operation 10 of the New Fire Station. In that regard, the Parties acknowledge and agree that the "New Fire Station Parcel" shall constitute a vertical subdivision of land which includes the New Fire Station. 0) Conveyance of Existing Fire Station to Developer. The City shall convey the Existing Fire Station Parcel, and deliver possession thereof, to Developer or Developer's designee simultaneously with the conveyance of title to the New Fire Station Parcel, and the delivery of possession thereof, from Developer to the City. Except for those restrictions otherwise specified in this Agreement and the Interlocal Agreement, as applicable title to the Existing Fire Station Parcel shall be conveyed by the City to Developer by Special Warranty Deed, subject only to easements, covenants, conditions and restrictions of record that (a) are common to the Block 85 Assemblage, (b) do not contain any right of reverter, rights of reversion, or otherwise render title to the Existing Fire Station Parcel uninsurable or unmarketable and (c) shall not interfere with the construction of the Project as contemplated by the Project Plans. (k) Closing Prorations and Adjustments. On the date of the closing of the exchange of the New Fire Station Parcel for the Existing Fire Station Parcel and the City's acceptance of the New Fire Station (the "Closing Date"), (i) Developer shall make a payment to City in an amount equal to the Additional NFS Cash Contribution and (ii) closing expenses shall be allocated between the Parties and such additional prorations and adjustments shall be made between the Parties in accordance with local custom. (1) Shared Facilities Agreement. Developer shall subject, or cause Developer's designee to subject, title to the Block 85 Assemblage to a Shared Facilities Agreement that will govern the rights and responsibilities of the Parties vis-a-vis one another as the owners of properties within the Block 85 (the "Shared Facilities Agreement"). At the time of closing, the City shall execute any and all such additional documents as may be required in order to subject the Existing Fire Station Parcel to the Shared Facilities Agreement, subject to the reasonable review and approval of the City Manager and City Attorney. (m) Indemnity. The Developer shall indemnify, defend (at its own cost and expense), and hold harmless the City and its departments, agencies, instrumentalities, officials and employees (collectively referred to as "Indemnitees"), and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including reasonable attorneys' fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the negligent performance or non-performance of the goods, design, labor, construction, materials, equipment, supplies services contemplated by this Agreement (whether active or passive) of the Developer or its employees, contractors or subcontractors, consultants or other authorized agents and representatives of the Developer (collectively referred to as the "Indemnitor Parties") or which is caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnitor Parties, or any of them, or (ii) the failure of the Developer to comply materially with any of the requirements herein, or the failure of the Developer to conform to Applicable Laws, statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance or approval of this Agreement, or (iii) claims for fees or commissions by any real estate sales persons, brokers or agents, lawyers, architects, landscape architects, engineers, mappers, surveyors, contractors, subcontractors, laborers, 11 suppliers, material persons, lobbyists or any other person or entity retained or hired by the Developer relative to this Project, or (iv) Third Party Claims and Defenses under Section 38 herein. The Developer expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by any employee or former employee of the Developer, or any of its contractors or subcontractors, as provided above, for which the Developer's liability to such employee or former employee would otherwise be limited to payments under the state's Workers' Compensation, Occupational Health and Safety Act, or similar laws, or (v) Third Party Claims as provided in Section 38 of this Agreement. The Developer further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any Applicable Laws, law, ordinance, order, rule, regulation, condition, or requirement, related directly to the Developer's negligent performance under this Agreement, compliance with which is required by this Agreement of the Developer, and (ii) any and all claims, and/or suits for labor, equipment, supplies, and materials furnished by the Developer or utilized in the performance of this Agreement or otherwise. In the event that any third -party asserts a claim against the Developer and/or the Indemnitees for which the Developer is defending the Indemnitees relating to the services provided, the Developer shall have the right to select its legal counsel for such defense, subject to the approval of the City, which approval shall not be unreasonably withheld. It is understood and agreed that in the event that counsel selected by the Developer charges rates greater than those customarily paid by the City at the time that such claim is asserted, the parties shall, in good faith, attempt to agree upon such rates or upon an allocation of payment of such rates. The Developer's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination or expiration of this Agreement. The Developer understands and agrees that any and all liabilities regarding the use of any contractor or subcontractor for services related to this Agreement shall be borne solely by the Developer throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. The Developer further understands that its contractors or subcontractors shall provide the City with the very same insurance requirements as those the Developer shall provide the City. The City and the Developer are not joint ventures, associates, partners or affiliates but rather are each independent and distinct from one another. Any debts, defaults, promises to pay moneys, or other commitments of the Developer rest solely with the Developer and are not imputable to the City. (n) Insurance. The Developer shall cause its general contractor and subcontractors to obtain, and maintain in force for the term of this Agreement, adequate insurance coverage deemed acceptable by the Developer. The City's requirements for insurance are attached as Exhibit I hereto. Developer shall maintain such insurance coverages as are specified on this Exhibit and they will be required as specified throughout the term of this Agreement. (o) Cooperation. Notwithstanding any contrary term or provision contained herein, the City agrees to use its reasonable good faith efforts to cooperate with Developer to implement the provisions of this Agreement, including without limitation this Section 10 and Section 12, in the 12 most tax -efficient manner possible in accordance with Applicable Laws, so long as the City's tax revenue in connection therewith is not diminished or otherwise negatively affected. Such cooperation may include (i) restructuring legal or beneficial ownership of the Existing Fire Station Parcel, the New Fire Station Parcel, or the New Fire Station via a ground lease, land trust, partnership and/or other legal structure as Developer may request and the City shall consider and shall not unreasonably refuse its approval, (ii) executing such customary and standard documents that may be reasonably requested by a prospective lender for purposes of financing Developer's acquisition of all or any portion of the Block 85 Assemblage, the construction of the New Fire Station and the other Project improvements and the payment of any other obligations of Developer to City required by this Agreement, including but not limited to such documents as Developer's lender may require for purposes of subordinating the rights of the Parties under this Agreement to a mortgage securing any such financing, provided that in no event shall any such subordination agreement require the City to transfer any development rights or property nor may it ever encumber the City's title to any property it owns unless it receives the public benefits and other consideration provided for in this Agreement, in a manner solely decided, or denied, as applicable in the sole and absolute discretion of the City Commission, (iii) agreeing to make consistent reporting with respect to the agreed upon characterization of the conveyance of the New Fire Station and the New Fire Station Parcel, as well as the conveyance of the Existing Fire Station and (iv) agreeing to modify certain aspects of the transactions contemplated herein to maintain compliance with all applicable tax rules, or if pursuant to the reasonable request of Developer, so long as such cooperative efforts: (1) do not materially adversely affect or impede the performance of the obligations of the Parties hereunder; (2) do not reduce or diminish the tax revenue or other revenues otherwise due to the City; and (3) are acceptable in form and substance to the City Attorney and City Manager in their reasonable discretion. Section 11. New Fire Station Operation. The Parties hereby agree upon the following with respect to the operation of the New Fire Station: (a) Environmental Remediation Subject to the limitations provided for in Section 768.28, Florida Statutes, it is agreed to by Developer and the City that once and if the presence of any hazardous materials or waste on the Existing Fire Station Parcel is confirmed and notice is provided to the City of such, the City and/or Developer shall pursue remediation. City further agrees, subject to Applicable Laws and at no cost to the City, to cooperate with Developer in connection with all reasonable requests in connection with such remediation. If applicable, the City shall use reasonable efforts to serve as a co -applicant and reasonably review and consider the Developer's application to designate all or a portion of the Block 85 Assemblage as a brownfield. Nothing herein shall limit Developer's ability to seek recovery from City as expressly permitted pursuant to law providing that the parties understand and agree that this Agreement, including this Section, does not grant, establish, confer or provide the Developer with any rights or remedies not already expressly provided by the laws of the State of Florida. The City expressly reserves sovereign immunity as provided by law (subject to Section 768.28, Florida Statutes (2019)), and all other defenses, immunities, claims, actions and privileges as are provided by law. (b) Occupancy. Upon receipt of the TCO and the City's acceptance of the New Fire Station, the City shall be permitted to take possession of the New Fire Station. 13 (c) Nuisance. Consistent with the requirements of Section 316.271, Florida Statutes, the New Fire Station's service vehicle sirens, whistles and bells "shall not be used except when the vehicle is operated in response to an emergency call, in which event the driver of the vehicle shall sound the siren, whistle, or bell when reasonably necessary to warn pedestrians and other drivers of the approach thereof." If the New Fire Station's service vehicles are not responding to an emergency call or warning pedestrians or other drivers, then the use of sirens will be prohibited in order to avoid any disturbance and nuisance to residents and neighbors. The City of Miami Department of Fire -Rescue (the "Fire Department") shall adopt and enforce policies that minimize the noise caused by the New Fire Station and the vehicles used by the New Fire Station. (d) Utilities and Operating Expenses. Consistent with the requirements of the Shared Facilities Agreement, the City shall be responsible for payment of expenses directly serving and solely attributable to the New Fire Station, including but not limited to (i) utility expenses such as electricity, cable, water and sewer service, maintenance costs and other operational expenses, and (ii) the cost of other services such as solid waste removal and any costs of shared facilities within the Project solely allocable to the New Fire Station (collectively, the "City Operating Expenses"). Developer shall be responsible for installation of separate meters and/or connections for electrical, cable, water, and sewer utilities to service the New Fire Station. (e) Taxes. The Fire Department's use and ownership of the New Fire Station is solely for the specific, exclusive municipal public purpose and essential public service of providing a Fire -Rescue Station and is not subject to ad valorem taxation. In the event the Property Appraiser incorrectly assesses ad -valorem taxes against the New Fire Station or the New Fire Station Parcel, Developer will reasonably cooperate with the City's efforts to ensure that no taxes are assessed against the New Fire Station or the New Fire Station Parcel. Developer and the City shall each be responsible for the payment of any taxes for which its property is assessed after both closings have been completed, each as to their own respective portions of the Block 85 Assemblage only (the City portion should be exempt from taxes) and the Shared Facilities Agreement has been entered into by the Parties. Until such time, Developer shall be responsible for the payment of any governmental taxes, assessments, charges, impositions and encumbrances assessed against the New Fire Station Parcel. Section 12. Public Benefits. In consideration of the agreements of the City contained herein and, subject to the City's payment and performance of its obligations hereunder and the issuance of all of the required Development Permits, Developer shall construct the New Fire Station and perform the balance of its obligations under this Agreement, including the payment of the Additional NFS Cash Contribution. In addition, Developer shall comply with the following requirements as public benefits to the City. (a) Transfer of Development Rights. Developer agrees that it shall make a one-time payment to the City (the "TDR Payment") in an amount equal to Five Million Dollars ($5,000,000) (the "TDR Payment Amount") upon the date as of which (i) the County shall have accepted and recorded the Covenant in Lieu of Unity of Title for Block 85 (the "Covenant in Lieu") and (ii) the City shall have transferred development density rights of not less than five hundred (500) residential units and no more than nine hundred forty-seven (947) units from the City Property to the Block 85 Assemblage in accordance with the applicable requirements of the Development Regulations. The aforementioned Covenant in Lieu and transfer of density should occur prior to Final Site Plan 14 Approval and payment of the TDR Payment Amount is due within fifteen (15) days of the date as of which the County shall have issued Final Site Plan Approval for the Project. Developer further agrees that the TDR Payment Amount shall be increased by $15,000 for each additional individual residential density unit in excess of 500 residential units transferred from the City Property to the Block 85 Assemblage by City at Developer's request. For example, 510 residential units would require an additional payment of $150,000. (b) Park Impact Fee Payment Timing. Developer shall pay the City's Parks and Recreation Impact Fee to the City within fifteen (15) days of the date as of which the County shall have issued Final Site Plan Approval for the Project. For purposes of this Agreement, the Parks and Recreation Impact Fee shall be calculated by multiplying the number of residential units within the Project Plans by the City's Parks and Recreation Impact Fee amount, as published in Section 13-12 of the City's Code of Ordinances, as in effect at the time of site plan approval ("Park Impact Fee Payment"). (c) Public Benefit Contribution. Developer agrees that it shall make a one-time payment to the City ("Public Benefit Contribution") in an amount that when added to the TDR Payment Amount and the Park Impact Fee Payment equals Ten Million Dollars ($10,000,000) (the "Public Benefit Contribution Amount") within fifteen (15) days of the date as of which the County shall have issued Final Site Plan Approval for the Project. (d) Streetscape Improvements Contribution. Developer shall either (i) contribute Two Hundred Thousand Dollars ($200,000.00) (the "Streetscape Improvements Contribution Amount") to the City upon Developer's application to the City for the Development Permits, or (ii) post a surety bond issued by a Florida surety rated AN or better per A.M. Best's Key Rating Guide, Latest Edition, or an unconditional and irrevocable letter of credit in the amount of Two Hundred Thousand Dollars ($200,000.00) and construct such public streetscape improvements as specified by the City Manager or Public Works Director to SW 2 Avenue and SW 12 Street, for which the total cost incurred by Developer (including all soft and hard construction costs and fees) shall equal or exceed the Streetscape Improvements Contribution Amount and shall not exceed then -existing commonly established market rates. In the event Developer elects to construct the public streetscape improvements pursuant to clause (ii) of the preceding sentence, Developer shall work with the City to design and construct such improvements. (e) Southside Park Improvements Contribution. Developer shall either (i) contribute One Million Dollars ($1,000,000.00) for improvements to Southside Park (the "Southside Park Improvements Contribution Amount") to the City upon Developer's application to the City for the Development Permits, or (ii) post a surety bond issued by a Florida surety rated AN or better per A. M. Best's Key Rating Guide, Latest Edition, or an unconditional and irrevocable letter of credit in the amount of One Million Dollars ($1,000,000.00) and construct improvements substantially in compliance with the concept plans prepared by SHoP Architects PC, attached hereto as Exhibit J ("Southside Park Improvement Plans"), which final design shall be subject to the prior written review and approval by the City Manager and City's Parks and Recreation Director. Should the Developer elect to construct the improvements to Southside Park, the following shall apply: (a) the City's Parks and Recreation Department shall have the right to oversee construction to ensure compliance with the City's standard policies for public parks; (b) such improvements shall be completed by Developer no later than twelve (12) months after the issuance of a Certificate of 15 Occupancy for any portion of the Project other than the New Fire Station; and (c) Developer shall use good faith efforts to incorporate the various Park improvements listed in Exhibit L. The City shall work with the Developer to allocate the Developer's proven paid Southside Park Improvements Contribution Amount to develop the Southside Park Improvement Plans consistent with the intent of the plans, as may be revised by the City's Parks and Recreation Department. The total cost incurred by Developer (including all soft and hard construction costs and fees) shall equal or exceed the Southside Park Improvements Contribution Amount. (f) Southside Park. Southside Park shall remain a public park owned by the City and available for use by its residents and visitors. The Developer shall either (i) set aside a fund to cover the costs of maintenance of Southside Park (the amount of which the City's Parks Department may reasonably determine); or (ii) shall perpetually maintain Southside Park at its sole cost and expense, as reasonably approved by the City's Parks Department. Additionally, Developer shall set aside an amount each year equal to one thousand dollars ($1000.00) per unit built, for major repairs, improvements and/or upgrades to Southside Park to ensure the park is in first class condition (the "CapEx Fund"). The CapEx Fund shall be used by Lessee from time to time within twenty-four months as Lessee reasonably determines, but shall be set aside and applied within each twenty -four- month period after the Effective Date (i.e., years 1-2, years 2-4, etc.). The CapEx Fund shall not be used for minor repairs due to regular wear and tear. The City shall be entitled to evidence of the applicable expenditures upon request and shall have reasonable approval rights regarding which repairs and improvements qualify for payment through the CapEx Fund, rather than minor repairs due to regular wear and tear. The CapEx Fund shall increase annually by CPI. A covenant or other deed restriction shall be recorded against the Project Site (or Expanded Project Site, as applicable) by Developer to memorialize the terms of this Section. (g) Developer shall exercise commercially reasonable efforts to consult and coordinate with the City's CareerSource South Florida Center located at the Lindsey Hopkins Technical Center at 750 NW 20th Street, 4th Floor, Miami, Florida 33127; the Youth Co -Op, Inc. located at 5040 NW 7th Street, Suite 500, Miami, Florida 33126; and state and/or County economic development entities regarding job training and job placement services to the City residents seeking employment opportunities with potential employers which will locate or establish businesses within the Project. Developer agrees to use diligent, good faith efforts to achieve or to cause its general contractor(s) and subcontractors (each, individually, a "Contractor") to use diligent, good faith efforts to achieve, as applicable, the aspirational goals set forth in Section 12(c) of this Agreement. First preference will be given to City residents who have lived within the City limits for one or more years. (h) Developer shall cause each Contractor to exercise commercially reasonable efforts to cause at least twenty-five percent of the employees for the Project to be residents of the area comprised of the 33130, 33128 or 33135 zip codes (the "Immediate Vicinity"). If, despite commercially reasonable efforts, a Contractor shall be unable to procure enough employees from the Immediate Vicinity, Developer shall cause such Contractor to exercise commercially reasonable efforts to cause at least twenty-five percent of the employees for the Project to be residents of the Immediate Vicinity or the area comprised by the five (5) zip codes with the highest poverty rates in the City (the "City Targeted Area"). If, despite commercially reasonable efforts, a Contractor shall be unable to procure enough employees from the Immediate Vicinity and the City Targeted Area, Developer shall cause such Contractor to exercise commercially reasonable efforts to cause at least twenty-five 16 percent of the employees for the Project to be residents of the Immediate Vicinity, the City Targeted Area and any other areas of the City. If, despite commercially reasonable efforts, a Contractor shall be unable to procure enough employees from the Immediate Vicinity, the City Targeted Area and any other areas of the City, Developer shall cause such Contractor to exercise commercially reasonable efforts to cause at least twenty-five percent of the employees for the Project to be residents of the Immediate Vicinity, the City Targeted Area, any other areas of the City and the area comprised by the five (5) zip codes with the highest poverty rate in the County ("County Targeted Area"). If, despite commercially reasonable efforts, a Contractor shall be unable to procure enough employees from the Immediate Vicinity, the City Targeted Area, any other areas of the City and the County Targeted Area, Developer shall cause such Contractor to exercise commercially reasonable efforts to cause at least twenty-five percent of the employees for the Project to be residents of the Immediate Vicinity, the City Targeted Area, any other areas of the City, the County Targeted Area and any other area of the County. If, despite commercially reasonable efforts, a Contractor shall be unable to procure enough employees from the Immediate Vicinity, the City Targeted Area, any other areas of the City, the County Targeted Area and any other areas of the County (collectively, the "Hiring Preference Zones"), such Contractor shall be permitted to hire such workers from outside the Hiring Preference Zones as such Contractor shall deem appropriate in the exercise of its sole discretion. (i) Developer shall cause each Contractor to exercise commercially reasonable efforts to electronically post job opportunities in established job outreach websites and organizations, including, without limitation, Youth Co -Op, Inc_, South Florida Workforce, Florida Department of Economic Opportunity Career Source of South Florida located in Miami, their successors or assigns, and similar programs in order to attract as many eligible minority applicants for such jobs as possible. 0) In connection with the work performed by Developer to construct the Project pursuant to this Agreement, Developer shall cause the Contractor to pay a minimum hourly wage rate of twelve dollars and eighty-three cents ($12.83) if health benefits are not provided to employees and eleven dollars and fifty-eight cents ($11.58) if health benefits are provided to employees. Commencing January 1st, 2022 and for the duration of the Project ("CPI Escalation Year"), the foregoing hourly rates shall be increased on January 1st of the applicable calendar year by an amount equal to the percentage increase during the calendar year immediately prior to the CPI Escalation Year in the consumer price index ("Index'), which is the monthly index published by the Bureau of Labor Statistics of the United States Department of Labor as the Consumer Price Index for All Items, Miami -Ft. Lauderdale, Florida, Base Year 1982-84=100. The Index adjustment to the minimum hourly wage rates shall hereinafter be referred to as the "CPI Escalation". The CPI Escalation of the minimum hourly wage rates for the CPI Escalation Year shall be equal to the minimum hourly wage rates in effect for the calendar year immediately preceding the CPI Escalation Year multiplied by the CPI Percentage (as defined below). The "CPI Percentage" shall equal the fraction (i) whose numerator equals the monthly Index published immediately prior to the CPI Escalation Year (or the nearest reported previous month) and (ii) whose denominator is the same monthly Index published immediately prior to the calendar year that preceded the CPI Escalation Year (or the nearest reported previous month). If the Index is discontinued with no successor Index, the City shall select a commercially reasonable comparable index. The Index adjustment set forth herein shall not result in a reduction of the respective minimum hourly wage rates. 17 (k) Developer shall exercise commercially reasonable efforts to require each Contractor to include the same minimum hourly wage rates in any contracts entered into by such Contractor with its subcontractors for the Project who will stipulate and agree that they will pay the same minimum hourly wage rates, subject to adjustment, as set forth in this section. (1) Developer shall exercise commercially reasonable efforts to provide ten (10) full-page weekly advertisements in the Diario de las Americas newspaper or another newspaper of general circulation agreed to by the Parties to inform residents of job opportunities and job fairs prior to construction commencement. This shall be in addition to advertisements done through other job outreach websites, organizations, and efforts. (m) Developer shall exercise commercially reasonable efforts to comply with the following: (1) Seven and one half percent (7.5%) of the total contract amount(s) for professional services agreements for soft costs including, but not limited to, design, engineering, survey, inspection, testing, and legal, shall be awarded to firms certified by the County as Community Business Enterprise ("CBE"), Community Small Business Enterprise ("CSBE'), and Small Business Enterprise ("SBE") firms at the time each contract is signed; and (2) Ten percent (10%) of the total contract amount(s) for contracts for construction and construction -related materials, supplies and fixtures shall be awarded to firms certified by the County as CBE, CSBE, and SBE firms at the time the contract is signed. (n) No later than sixty (60) days prior to issuance of a Development Permit for the construction of vertical improvements for the Project, Developer will designate a firm who shall be CBE, CSBE and SBE certified to monitor Developer's compliance with Sections 11(c), (g) and (h) of this Agreement. Section 13. School House Area within Southside Park. (a) This Agreement authorizes Developer to occupy and use the areas detailed in Exhibit K, consisting primarily of the First Miami High School and surrounding area east of the Existing Fire Station Parcel within Southside Park ("School House Area"). Developer shall be permitted to occupy, use, and sublease the School House Area for legally permitted uses, including, but not limited to educational uses, concessions, food service establishments, retail, and art galleries, so long as any such use is approved by the City, in the City's sole discretion. No alcoholic beverages, gambling, or adult entertainment uses may ever occur on the School House Area. Developer shall request prior written consent from the City Manager or the Historic Preservation Officer, and the Director of the Department of Parks and Recreation for the proposed use(s) of the School House Area, and such use shall be subject to the sole discretion of the City Manager, Historic Preservation Office, and the City's Department of Parks and Recreation Director. (b) Developer shall ensure that the School House Area and all of Developer's activities thereon, resulting from, in connection with or relating to Developer's use of the School House Area, shall be non-discriminatory and available to all segments of the community including the physically disabled 18 and the financially disadvantaged. Developer shall exclusively operate, manage, supervise and administer activities during its use of the School House Area as an independent contractor and not as an employee of the City. Developer shall maintain, restore, preserve, maintain, and protect the School House Area in a first-class manner befitting this important historic resource. (c) Commencing on the date the Developer's use of the School House Area is approved, and on the first day of each year thereafter during the term of this Agreement, Developer shall pay to the City a use fee ("Use Fee') for the use of the School House Area equal to (i) Fair Market Rent as determined by a State -certified appraiser procured by the City at the time the use is approved, plus (ii) percent (%) of gross revenues received by Developer from the operation of the School House Area, plus (iii) State of Florida State Use Tax and any other taxes or assessments applicable to the use of the site. The Use Fee shall be due each year without notice or demand. Payments shall be made payable to "The City of Miami" and delivered to the City at the following address: The City of Miami Finance Department ATTN: Treasury Management/Receipts 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 (d) Developer shall be responsible for any and all costs associated with its programs operated in the School House Area, including but not limited to, security, equipment, and insurance during its operating hours. (e) Developer accepts the School House Area "as is," in its present condition and state of repair and without any representation by or on behalf of the City, and agrees that the City shall, under no circumstances, be liable for any latent, patent or other defects in the School House Area or Southside Park. Developer, at its sole cost, shall maintain the exterior and interior of the School House Area in good order and repair at all times and in an attractive, clean, safe, and sanitary condition and shall suffer no waste or injury thereto. Developer shall be responsible for the maintenance and condition of the School House Area and shall perform all required repairs in a timely manner so as to prevent injury to person and waste to property. Developer agrees to make all changes necessary to the School House Area at Developer's sole cost and expense in order to comply with all the City, County, state and federal code requirements for Developer's use or occupancy thereof. (f) Except in the event of an emergency, as further clarified below, Developer shall not make any improvement, alteration, addition or replacement required or permitted unless and until Developer shall have caused plans and specifications therefore to be prepared, at Developer's sole expense, by an architect or other duly qualified person and shall have obtained the City Manager's approval, which approval may not be unreasonably withheld. Developer shall submit to the City proof of funding and/or its financing plans along with the plans and specifications. Developer shall be solely responsible for applying and acquiring all necessary permits, including but not limited to, building permits. Developer shall be responsible for any and all costs associated with any improvements, alterations, additions or replacements including, but not limited to, design, construction, installation, and permitting costs. All improvements, alterations, additions or replacements to the School House Area shall, unless otherwise provided by written agreement of the 19 Parties, immediately upon their completion become the property of the City and shall remain and be surrendered with the School House Area. In the event of an emergency, Developer may reasonably proceed to perform such repair work and shall immediately notify the City of such work. (g) All alterations must be in compliance with all statutes, laws, codes, ordinances and regulations of the State of Florida, Miami -Dade County, the City of Miami and any other agency that may have jurisdiction over the School House Area as they presently exist and as they may be amended hereafter. By the installation of any improvement, alteration, addition or replacement, the City shall not be excluded from the School House Area. (h) Developer, at its sole cost and expense, shall pay for all utilities, including, but not limited to, electricity, water, storm water fees, gas, telephone, television, cable, telecommunications, internet, garbage and sewage disposal used by Developer during its occupancy of the School House Area, as well as all costs for installation of any additional lines and equipment. Developer, at its sole cost, shall install and maintain all utilities required for its use of the School House Area and install separate utility meters and arrange separate and direct billing to Developer by the applicable utility company for such services. In the event that the City is billed for any additional utility or service that is a result of Developer's use of the School House Area, Developer shall reimburse such amount to the City within five (5) calendar days of notification of the City's receipt of said bill. Developer and its representatives, agents, lessees or patrons shall not use the City's telephone equipment or services. (i) In the event that separate meters and/or accounts cannot be established for any or all utilities used by Developer, Developer agrees to pay to the City the full amount of all utilities, plus State Use Tax, if applicable ("Utilities Fee"). This amount shall be paid in advance and in full on the first day of each month, without notice or demand. Developer shall pay to the City the first installment of the Utilities Fee on the first (I s') day of the month following the execution of this Agreement and thereafter on the first (Is') day of each and every month that Developer continues to occupy and use the School House Area. The City is not a guarantor or in any manner responsible for payment of Developer's responsibilities as they are set forth in this Agreement. 0) Developer, at its sole cost and expense, shall provide cleaning, solid waste/ garbage, recycling, custodial, security, and janitorial services and hire pest and termite control services for the School House Area, as needed, to ensure that the School House Area will at all times be in a clean and sanitary condition and free from vermin. (k) Developer agrees to provide any and all security it deems necessary to protect its operations and equipment. Developer shall ensure that all appropriate equipment and lights have been turned off and appropriate doors locked at the close of operations within the School House Area each day. Developer shall be responsible to take prudent preventive maintenance measures to safeguard the School House Area from storms and other "Acts of God" as that term is defined by Florida law. (1) The City shall not pay for utilities associated with Developer's use of the School House Area. The City reserves the right to interrupt, curtail or suspend the provision of any utility service provided by it, including but not limited to, heating, ventilating and air conditioning systems and equipment serving the School House Area, to which Developer may be entitled hereunder, when necessary by reason of accident or emergency, or for repairs, alterations or improvements in the judgment of the 20 City desirable or necessary to be made or due to difficulty in obtaining supplies or labor or for any other cause beyond the reasonable control of the City. The work of such repairs, alterations or improvements shall be prosecuted with reasonable diligence. The City shall in no respect be liable for any failure of the utility or telecommunications companies or governmental authorities to supply telecommunications, utility service to Developer or for any limitation of supply resulting from governmental orders or directives. Developer shall not claim any damages by reason of the City's or other individual's interruption, curtailment or suspension of a utility service, nor shall Developer's obligations hereunder be affected or reduced thereby. Section 14. Construction of encroachments within the Public Right -of -Way. To the extent set forth in the Project Plans, the City hereby agrees to expeditiously sign off on all permits to permit encroachments within the public right-of-way as owner of the City -owned property that are the public rights-of-way and Southside Park, including but not limited to Public Works permits. Notwithstanding the requirements of Section 55-14(c) of the Code of the City of Miami, Florida, as amended (the "Cites"), the City agrees to waive any and all claims to payment of a user fee in connection with the construction of such encroachments within the public rights-of-way. Further, this Agreement shall satisfy the requirements of Section 55-14(d) of the City Code. In consideration for authorizing the construction of the aforementioned encroachments, Developer further covenants to: (a) Provide an insurance policy, in an amount determined by the City's Risk Manager, naming the City as additional insured for public liability and property damage. The insurance shall remain in effect for as long as the encroachment(s) exist above the City -owned property. Should Developer fail to continuously provide the insurance coverage, the City shall have the right to secure a similar insurance policy in its name and place a special assessment lien against the Developer's abutting private property for the total cost of the premium. (b) Developer shall hold harmless and indemnify the City, the State of Florida, as applicable, and their respective officials and employees from any claims for damage or loss to property and injury to persons of any nature whatsoever arising out of the use, construction, and development of the Project and from and against any claims which may arise out of the granting of permission for the encroachments or any activity performed under the terms of this Agreement. Section 15. Signage. The Project will be required to comply with all applicable Federal, State, and County signage rules, laws, orders, regulations, statutes, or ordinances. Permitted signage will accomplish the following goals: (i) moving pedestrians and vehicle traffic around Block 85 safely and efficiently; (ii) promoting safe and efficient pedestrian traffic within Block 85; and (iii) properly identifying the Project. The Signage program will include, but is not limited to, the following sign types, some or all of which may incorporate LCD, LED, or similar electronic technology if approved and legally authorized: (i) directional signage; (ii) ground signage; (iii) wall signage; (iv) monument signage; and (v) tower signage. The Signage program shall apply to signage visible from public rights-of-way, but shall not apply to signage internal to the Project or not otherwise visible from the public right-of-way. Signage shall comply with Applicable Laws and related permitting. 21 Section 16. Parking. Developer intends to establish a uniform valet system to service the Project. Notwithstanding the limitations set forth in Sections 35-305 of the City Code, a maximum of three (3) valet permits may be issued for the operation of a valet parking ramp on the same side of the block where the permit applicant is the operator of the uniform valet system. Robotic parking within enclosed parking structures shall also be permitted. Section 17. Alcoholic Beverage Sales. Alcoholic beverage sales shall be permitted anywhere within the Project, except for the School House Area and Southside Park, in accordance with any applicable requirements in Chapter 33C of the County Code. Section 18. Environmental. The City finds that the Project will confer a significant net improvement upon the publicly accessible tree canopy in the area. The City and Developer agree that Developer will comply with the intent and requirements of Chapter 24 of the County Code by preforming tree replacement within the Brickell Station Subzone where necessary. Section 19. Release of Existing Agreements. This Agreement replaces and supersedes the 2018 Public Benefits Agreement. Section 20. Entire Agreement. This Agreement sets forth the entire Agreement and understanding between the Parties with respect to the subject matter contained herein and merges all prior discussions between Developer and the City. Section 21. Compliance with Applicable Laws. The Project shall be constructed in accordance with the requirements of all Applicable Laws, ordinances and regulations, including without limitation life safety codes and Miami Dade County Code Ch. 26, Art. III, known as the Shannon Melendi Act. Section 22. Impact Fees. Developer shall be obligated to pay such impact fees in connection with the construction of the Project (other than the New Fire Station) as may be required by the Chapter 13 of the City Code as in effect as of Effective Date. This Agreement does not address any County Impact Fees, as applicable. Section 23. Necessity of Complying with Regulations Relative to Development Permits. The Parties agree that the failure of this Agreement to address a particular permit, condition, fee, term license or restriction in effect on the Effective Date shall not relieve the Developer of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions. If state or federal laws are enacted after the execution of this Agreement that are applicable to and preclude the Parties' compliance with the terms of this Agreement, this Agreement shall be modified or revoked as is necessary to accomplish the spirit of this Agreement and comply with the relevant state or federal laws. Section 24. Cooperation and Time is of the Essence. The Parties agree to cooperate with each other to the fullest extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to this Agreement. The Parties agree to cooperate to achieve construction 22 efficiency during construction of the Project, including but not limited to, coordination with respect to access, surveys, borings, environmental compliance, and permitting. The City agrees to use its best efforts to prevent interference with construction of the Project, including temporarily limiting the occupancy of the New Fire Station while construction of the Project is ongoing. The City shall designate a point of contact within the City to assist Developer in achieving its development and construction milestones. Section 25. Notice. All notices, demands and requests which may or are required to be given hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal service or sent by United States Registered or Certified Mail, return receipt requested, postage prepaid, or by overnight express delivery, such as Federal Express, to the Parties at the addresses listed below. Any notice given pursuant to this Agreement shall be deemed given when received. Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be performed timely when taken on the succeeding day thereafter which shall not be a Saturday, Sunday or legal holiday. To the City: City Manager, City of Miami Attn: Emilio Gonzalez, City Manager 3500 Pan American Drive Miami, FL 33133 With a copy to: City Attorney, City of Miami Attn: Victoria Mendez, City Attorney Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor Miami, FL 33130 City of Miami Dept. of Real Estate and Asset Management Attention: Daniel Rotenberg, Director 444 SW 2nd Avenue, 3rd Floor Miami, FL 33130 To Developer: 191 SW 12 Owner LLC c/o JDS Development Group Attn: Michael Stern 104 5th Ave, 9th Floor New York, NY 10011 With a copy to: Bercow Radell Fernandez & Larkin, PLLC Attn: Melissa Tapanes Llahues, Esq. 200 S. Biscayne Boulevard, Suite 850 Miami, FL 33131 Kasowitz Benson Torres LLP 23 Attn: Albert Delgado, Esq. 1441 Brickell Avenue, Suite 1420 Miami, FL 33131 Any Party to this Agreement may change its notification address(es) by providing written notification to the other Party pursuant to the terms and conditions of this section. Section 26. Multiple Ownership. In the event of multiple ownership subsequent to the approval of this Agreement, each of the subsequent owners, mortgagees and other successors in interest in and to the Block 85 Assemblage (or any portion thereof, including condominium unit owners) shall be bound by the terms and provisions of this Agreement as covenants that run with the Block 85 Assemblage. Section 27. Common Area Maintenance. A maintenance and indemnification Covenant to run with the land, in a form approved by the City Attorney, shall be required for any non-standard improvements and public amenities located within the public rights-of-way. Said Covenant shall identify a single person or single entity as the responsible party for all such non-standard improvements and public amenities located in the public right-of-way included in the Brickell Station Subzone. Developer will create prior to the conveyance of any portion of the Block 85 Assemblage, an association or other entity which shall provide for the maintenance of all common areas, private roadways, cross -easements and other amenities common to the Block 85 Assemblage; provided that this requirement shall not apply to any conveyance of the entire Block 85 Assemblage. This Agreement shall not preclude the owner(s) of any portion of the Block 85 Assemblage from maintaining their own buildings or common areas not common to the Block 85 Assemblage outside the control of the association. The instrument creating the association or other entity shall be subject to the reasonable approval of the City Attorney. Section 28. Enforcement. The City, its successors or assigns, and Developer, its successors or assigns, shall have the right to enforce the provisions of this Agreement. Enforcement shall be by action at law or in equity against any parties or persons violating or attempting to violate any covenants, either to restrain violation or to recover damages or both. Each party shall bear their own respective Attorney's fees. Section 29. Exclusive Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the Parties that this Agreement shall be governed by the laws of the State of Florida, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity or judicial proceedings for the enforcement of this Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or federal courts and venue for any such actions shall exclusively in a court of competent jurisdiction in Miami -Dade County. In addition to any other legal rights, the City and Developer shall each have the right to specific performance of this Agreement in court. Each party shall bear its own attorney's fees in connection with any litigation, mediation or arbitration arising out of this Agreement. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The Parties irrevocably waive any rights to a jury trial. 24 Section 30. Voluntary Compliance. The Parties agree that in the event all or any part of this Agreement is struck down by judicial proceedings or preempted by legislative action, the Parties shall continue to honor the terms and conditions of this Agreement to the extent allowed by law; provided that if the invalidation of such terms and conditions would have a material adverse effect on the Parties and/or Parties' ability to perform its obligations under this Agreement, as determined in the Parties' reasonable discretion, then the adversely affected Party shall have the right to terminate this Agreement upon sixty (60) calendar days prior written notice to the other Party. Section 31. Events of Default. (a) Developer shall be in default under this Agreement if Developer fails to perform or breaches any term, covenant, or condition of this Agreement which is not cured within thirty (30) days after receipt of written notice from the City specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, then Developer shall not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion, provided, however, such additional cure period shall in no event exceed an additional sixty (60) days. (b) the City shall be in default under this Agreement if the City fails to perform or breaches any term, covenant, or condition of this Agreement and such failure is not cured within thirty (30) days after receipt of written notice from Developer specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, the City shall not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion, provided, however, such additional cure period shall in no event exceed an additional sixty (60) days. (c) It shall be a default under this Agreement if either party is declared bankrupt by a court of competent jurisdiction. Section 32. Remedies Upon Default. Upon the occurrence of a default by a party to this Agreement not cured within the applicable grace period, Developer and the City agree that either party may terminate this Agreement prior to the issuance of the Final Site Plan Approval or may seek specific performance of this Agreement, and that seeking either termination or specific performance shall not waive any right of such party to also seek monetary damages, injunctive relief, or any other relief . For the avoidance of doubt, unless otherwise specified, the parties shall not be entitled to seek termination of this Agreement after the issuance of the Final Site Plan Approval Section 33. Obligations Surviving Termination Hereof. Notwithstanding any contrary term or provision contained herein, in the event of any lawful termination of this Agreement, the following obligations shall survive such termination and continue in full force and effect until the expiration of a one (1) year term following the earlier of the effective date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of either Party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, and (iii) any other term or provision herein which expressly indicates 25 either that it survives the termination or expiration hereof or is or may be applicable or effective beyond the expiration or permitted early termination hereof. Section 34. No Oral Chante or Termination. This Agreement and the exhibits and appendices attached hereto and incorporated herein by reference, if any, constitute the entire Agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the Parties with respect to the subject matter hereof, and no change, modification, or discharge hereof in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the Party against whom enforcement of the change, modification or discharge is sought. This Agreement cannot be changed or terminated orally. Section 35. Lack of Agency Relationship. Nothing contained herein shall be construed as establishing an agency relationship between the City and Developer and neither Developer nor its employees, agents, contractors, subsidiaries, divisions, affiliates or guests shall be deemed agents, instrumentalities, employees, or contractors of the City for any purpose hereunder, and the City, its officials, contractors, agents, and employees shall not be deemed contractors, agents, or employees of Developer or its subsidiaries, divisions or affiliates. Section 36. Successor(s), Assigns, and Designees. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors and/or assigns. Developer may not assign any of its obligations hereunder to any person or entity other than a Permitted Assignee (as hereinafter defined) without the prior written approval of the City Manager, in its reasonable discretion, provided that such approval shall not be unreasonably withheld, conditioned or delayed. Developer may assign its rights and obligations under this Agreement to a Permitted Assignee. For purposes hereof, the term "Permitted Assignee" shall mean (i) an affiliate of Developer; and/or (ii) any entity controlled by Developer (by means of majority interest). Nothing contained herein shall be deemed to be a dedication, conveyance or grant to the public in general nor to any persons or entities except as expressly set forth herein. Section 37. Capital Transaction Fee. City shall be entitled to a fee ("Final Capital Transaction Fee") equal to a percentage of the Gross Sale Amount, as defined below, for the sale, assignment, or transfer of the entire Private Development ("Final Capital Event") to any person other than a Permitted Assignee. The Final Capital Transaction Fee shall equal to: (a) one percent (1%) of the Gross Sale Amount if the Final Capital Event occurs within five (5) years of the Effective Date; (b) one and one half percent (1.50%) of the Gross Sale Amount if the Final Capital Event occurs within years six (6) through ten (10) following the Effective Date; (c) two percent (2.00%) of the Gross Sale Amount if the Final Capital Event occurs within years eleven (11) through fifteen (15) following the Effective Date; or (d) three percent (3.00%) of the Gross Sale Amount if the Final Capital Event occurs at any point after year fifteen (15). "Gross Sale Amount" shall mean the gross sale proceeds actually received by the Developer upon the consummation of any Transfer. The Developer shall furnish to the City a copy of a financial statement a closing statement, a Transfer document, or other similar documentation in connection therewith as shall reasonably demonstrate the Gross Sale Amount 26 Until such time the Final Capital Event occurs, the City shall be entitled to receive a share of revenue from the capital events detailed below ("Capital Event Fee"). All Capital Event Fees paid to the City shall serve as a credit toward the Final Capital Transaction Fee upon the occurrence of the Final Capital Event. A Capital Event Fee shall be due to the City for the following capital events in the manner specified below: (i) Partial sale, assignment, or transfer of the Private Development to any person or entity other than a Permitted Assignee; In the case of a partial sale, assignment, or transfer (including, without limitation, any condominium unit sales), the City shall be entitled to an amount equal to one percent (1%) of the Gross Sale Amount if assigned, transferred, or sold within five (5) years of the Effective Date; and the City shall receive one and one half percent (1.50%) of the Gross Sale Amount if assigned, transferred, or sold within years six (6) through ten (10) following the Effective Date; and the City shall receive two percent (2.00%) of the Gross Sale Amount if assigned, transferred, or sold within years eleven (11) through fifteen (15) following the Effective Date; and the City shall receive three percent (3.00%) of the Gross Sale Amount if assigned, transferred, or sold at any point after year fifteen (15). For the avoidance of doubt, a Capital Event Fee shall apply to, without limitation: (1) any partial sale or assignment of the Developer's business or interest in the Private Development; (2) Any transfer of more than twenty-five percent (25%) of the stock of the Developer or of the stock of any owner other than an owner whose share are publicly traded, if the transfer results in a transfer of more than twenty-five percent (25%) of the beneficial ownership of the Developer (Transfers by non -sponsor investors shall be excluded); and (3) any merger, consolidation or sale or lease of all or substantially all of the assets of the Developer or of any owner of Developer, other than an owner whose shares are publicly traded. (ii) Refinancing of the Private Development (excluding any initial construction loans); In the case of a refinance, the City shall be entitled to an amount equal to one percent (1%) of the Loan Proceeds, as hereinafter defined. The "Loan Proceeds" shall mean the net proceeds available to the Developer from any refinancing after deduction of (i) all third party costs and expenses incurred by the Developer in connection with the refinancing transaction, including, without limitation, all fees, costs and expenses imposed by the Developer's lender and any rating agencies, as well as title and survey costs, escrow fees appraisal costs, consultant costs and attorneys' fees and costs and (ii) all amounts required to repay then -existing debt being refinanced. The Developer shall furnish to the City a copy of a closing statement or other similar documentation in connection therewith and shall reasonably demonstrate the amount of the Loan Proceeds The City reserves the right to examine the Developer's books and records in connection with determining the Transfer Fee. The Developer additionally agrees to the applicability of the audit, inspection and resolution of contract dispute provisions set forth in Sections 18-101, 18-10 2, and 18-105 of the City Code, as amended which are deemed as supplemental provisions to this Section 27 and as being incorporated by reference herein The City's right to the Final Capital Transaction Fee shall survive from the Effective Date until paid as to the entire Private Development. A covenant or other deed restriction shall be recorded against the Project Site (or Expanded Project Site, as applicable) by Developer to memorialize the terms of this Section, and shall only be released at such time that the Final Capital Event has occurred, and the Final Capital Transaction Fee has been paid to the City. Section 38. Third Party Defense. The Developer shall, at its own cost and expense, vigorously defend any claims, suits or demands brought against the Developer and/or the City by third parties challenging the Agreement or the Project, or objecting to any aspect thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida Statutes (2019), (ii) a petition for writ of certiorari, (iii) an action for declaratory judgment, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). The City and Developer shall promptly give the other written notice of any such action, including those that are pending or threatened, and all responses, filings, and pleadings with respect thereto. This shall be among the Developers duties to indemnify, hold harmless and defend the City under Section 10(n) of the Agreement although the City will cooperate with the Developer in assisting the Developer with the Developer's defense of such claims on the City's behalf. Section 39. No Third -Party Beneficiary. No persons or entities other than Developer, the City, their heirs, permitted successors and assigns, shall have any rights whatsoever under this Agreement. Section 40. Recording. This Agreement shall be recorded in the Public Records of Miami -Dade County, Florida at Developer's expense. A copy of the recorded Agreement shall be provided to the City Clerk and the City Attorney within two (2) weeks of recording. Section 41. Representations; Representatives. Each Party represents to the other that this Agreement has been duly authorized, delivered, and executed by such Party and constitutes the legal, valid, and binding obligation of such Party, enforceable in accordance with its terms. Section 42. No Exclusive Remedies. No remedy or election given by any provision in the Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the remedies granted hereunder upon a default of the other Party shall be cumulative and in addition to all other remedies of law or equity arising from such event of default, except where otherwise expressly provided. Section 43. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. Section 44. Estoppel. The City shall, within thirty (30) days of its receipt of a written request from Developer, provide Developer with a written estoppel certificate duly executed stating (a) to the best of the City's knowledge, whether Developer is in default or violation of this Agreement and setting forth with specificity the default or violation (if any); (b) that this Agreement is in full 28 force and effect and identifying any amendments to the Agreement as of the date of such certificate; and (c) such other information as may be reasonably requested by Developer or any prospective purchaser or lender. Such estoppel certificate shall be certified to Developer and any prospective purchaser and/or lender, as applicable. The City may change a modest regulatory fee for processing of each such request. Section 45. Covenant of Good Faith. The Parties affirm, agree and represent that they will employ good faith and utilize fair dealing in the conduct all actions, undertakings and performance under this Agreement_ Section 46.City's Rights as Sovereign. Notwithstanding any language to the contrary contained in this Agreement, the City retains all of its sovereign prerogatives and rights as a municipal corporation under Florida laws and shall in no way be estopped from withholding or refusing to issue any approvals of applications for building or zoning; from exercising its planning or regulatory duties and authority; and from requiring development under present or future Laws and Ordinances of whatever nature applicable to the design, construction and development of the Project provided for in this Agreement, provided that City's exercise of its sovereign rights shall be in compliance with Applicable Laws and shall not be arbitrary or capricious. For the avoidance of doubt, this Agreement shall not impose any obligation upon the City in its regulatory capacity, nor shall any penalty or default under this Agreement be imposed upon the City for actions undertaken in its regulatory capacity. Section 47. Force Maieure. The Parties shall not be liable to the other nor be deemed to have defaulted hereunder, and shall excuse the other from their respective obligations under this Agreement for any failure or delay in performing their respective obligations where such failure or delay to perform is caused by a Force Majeure event, which is defined herein as any acts of national security, national emergency, acts of God, war, act or threats of terrorism, domestic government regulations, strikes (other than strikes of Developer's employees), fire or other natural calamity, disorder, civil disobedience, curtailment of transportation facilities or service, or any other occurrence which makes it illegal or impossible for either of the Parties to perform their respective obligations under this Agreement. Neither party shall be entitled to claim Force Majeure for events caused, directly or indirectly, by the claiming party or individuals or entities under its control and Force Majeure is not intended to include any contract dispute between Developer and its contractors. NOW, WHEREOF, the City and Developer have caused this Agreement to be duly executed. [Execution Pages for the City and Developer Follow] 29 ATTEST: R-fi CITY OF MIAMI, a municipal corporation of the State of Florida C Todd B. Hannon Emilio T. Gonzalez, Ph.D. City Clerk City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: Victoria Mendez Ann -Marie Sharpe City Attorney Risk Management Director APPROVED AS TO BUSINESS TERMS: Daniel Rotenberg DREAM Director 30 EXHIBITS A Legal Description of Existing Fire Station Parcel B Legal Description of 191 SW 12 Street Parcel C City of Miami Resolution No. R-17-0330 D Legal Description of 12t1i Street Parcels E City of Miami Resolution No. R-613-18 F Miami -Dade County Resolution No. 18-66 G Interlocal Agreement H Project Plans I City of Miami Insurance Requirements J Southside Park Improvements Plans K School House Area Exhibit A: Leal Description of Existing Fire Station Parcel Existing Fire Station (1131, 1105, 1115 & 1133 SW 2nd Avenue) The Land referred to herein below is situated in the County of Miami -Dade, State of Florida, and is described as follows: Parcel 1: Lot 8 and Lot 11, less the West 10 feet, Block 85 South of MIAMI HEIGHTS, according to the Plat thereof as recorded in Plat Book 5, Page(s) 29, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lot 9, Block 85 South of MIAMI HEIGHTS, according to the Plat thereof as recorded in Plat Book 5, Page(s) 29, of the Public Records of Miami -Dade County, Florida. Parcel 3: Lot 10, less the West 10 feet, Block 85 South of MIAMI HEIGHTS, according to the Plat thereof as recorded in Plat Book 5, Page(s) 29, of the Public Records of Miami -Dade County, Florida. Parcel 4: Lot 12 and the North 75 feet of Lot 13 and 1/2, Block 85 South of MIAMI HEIGHTS, according to the Plat thereof as recorded in Plat Book 5, Page(s) 29, of the Public Records of Miami -Dade County, Florida. Exhibit B: Legal Description of 191 SW 12 Street Parcel 191 SW 12 Street: Lot 13, Less the West 10 feet thereof, together with the South 75 feet of Lot 13-1/2, Block 85 South, MIAMI HEIGHTS, according to the map or plat thereof as recorded in Plat Book 5, at Page 29, of the Public Records of Miami -Dade County, Florida. Exhibit C: City of Miami Resolution No. R-17-0330 [Attached] City of Miami Legislation Resolution: R-17-0330 File Number: 2341 EXHIBIT C City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 7/13/2017 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE A PUBLIC BENEFIT AGREEMENT REGARDING CONSTRUCTION OF THE NEW FIRE STATION NO. 4 ("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI ("CITY") AND SOUTHSIDE PLACE, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("SOUTHSIDE"), PURSUANT TO SECTION 29-B(C) OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CHARTER"), PROVIDING FOR THE CONVEYANCE OF CITY PROPERTY TO IMPLEMENT THE PROJECTS OF ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, WHEREBY SOUTHSIDE SHALL CONVEY TO THE CITY ITS PROPERTY ADJACENT TO THE CITY'S PROPERTY, THE LOCATION OF THE CITY'S DEPARTMENT OF FIRE -RESCUE STATION NO. 4 ("FIRE STATION NO. 4"), FOR THE CONSOLIDATION OF BOTH PROPERTIES INTO ONE, NEW UNIFIED CITY PROPERTY; FURTHER PROVIDING THE VARIOUS FOLLOWING BENEFITS, AT THE SOLE COST AND EXPENSE OF SOUTHSIDE: THE INVESTMENT OF EIGHT MILLION DOLLARS ($8,000,000.00) TOWARDS THE CONSTRUCTION OF A NEW FIRE STATION NO. 4, PURSUANT TO CITY SPECIFICATIONS, CONSISTING OF OVER THIRTY THOUSAND (30,000) SQUARE FEET OF SPACE, TWO (2) FLOORS WITH A MEZZANINE, NEW WORKOUT EQUIPMENT, AND AMPLE SPACE FOR THE DIFFERENT SIZED FIRE -RESCUE TRUCKS THE CITY WILL BE OBTAINING; UPON COMPLETION OF THE NEW FIRE STATION NO. 4, CONSTRUCTION OF A PARKING GARAGE PEDESTAL, ABOVE THE SAME, AND A MIXED-USE TOWER, WITH FIRST FLOOR RETAIL; AFTER ISSUANCE OF A TEMPORARY CERTIFICATE OF OCCUPANCY, PAYMENT TO THE CITY OF TWO MILLION TWO HUNDRED THOUSAND DOLLARS ($2,200,000.00) RESTRICTED FOR THE PURCHASE OF ONE (1) LADDER TRUCK, ONE (1) ENGINE TRUCK, TWO (2) FIRE -RESCUE TRUCKS, AND TWO (2) FORD TRUCKS; CONVEYANCE TO THE CITY OF FIFTY (50) PARKING SPACES VALUED AT APPROXIMATELY ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) FOR USE BY THE CITY, WITH MANAGEMENT BY THE MIAMI PARKING AUTHORITY ("MPA"); ANNUAL PAYMENT TO THE CITY OF A PROFIT PARTICIPATION PAYMENT OF FIVE PERCENT (5%) OF ALL PROFITS GENERATED BY THIS PROJECT, WITH THE INITIAL EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00) OF THAT AMOUNT PAID IN ADVANCE TO THE CITY, REGARDLESS OF THE ACTUAL PROFITS GENERATED BY SOUTHSIDE; WITH THE PROFITS OF ANY POTENTIAL FUTURE SOUTHSIDE SALE OR LEASE GOING DIRECTLY TOWARDS THE CITY'S DEPARTMENT OF FIRE -RESCUE; WITH TERMS AND CONDITIONS AS MORE PARTICULARLY DESCRIBED IN THE AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO MAKE SUCH REVISIONS AND NON -SUBSTANTIVE AMENDMENTS TO THE City of Miami Page 1 of 3 File ID: 2341 (Revision: A) Printed On: 8/22/2019 File ID: 2341 Enactment Number: R-17-0330 AGREEMENT AS DEEMED NECESSARY, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY. WHEREAS, the City of Miami ("City") is the owner of the Department of Fire -Rescue Station No. 4, located at 1105, 1115, 1131, and 1133 Southwest 2nd Avenue, Miami, Florida ("Fire Station No. 4"); and WHEREAS, Southside Place, LLC, a Florida limited liability company ("Southside"), is the owner of the adjacent property located at 191 Southwest 12th Street, Miami, Florida; and WHEREAS, Southside has offered a Public Benefit Agreement Regarding Construction of the New Fire Station No. 4 ("Agreement") to consolidate its property with the City's, at no compensation, for the creation of two (2) separate parcels, one consisting of an air rights parcel to be owned by Southside ("Air Rights Parcel") and the other consisting of a fee parcel to be owned by the City ("Fee Parcel"); and WHEREAS, Southside shall construct a new, larger, state of the art Fire Station No. 4 for the City on the Fee Parcel, at Southside's sole cost and expense, for eight million dollars ($8,000,000.00), consisting of over thirty thousand (30,000) square feet of space, two (2) floors with a mezzanine, new workout equipment, and ample space for different sized fire -rescue trucks the City will be obtaining; and WHEREAS, Southside intends to construct a mixed-use tower with first floor retail and a parking garage pedestal on the Air Rights Parcel; and WHEREAS, upon issuance of a temporary certificate of occupancy, Southside shall pay the City two million two hundred thousand dollars ($2,200,000.00) restricted for the purchase of one (1) ladder truck, one (1) engine truck, two (2) fire -rescue trucks, and two (2) Ford trucks; and WHEREAS, Southside shall convey to the City fifty (50) parking spaces valued at approximately one million five hundred thousand dollars ($1,500,000.00) for use by the City, with management by the Miami Parking Authority ("MPA"); and WHEREAS, in furtherance of Southside's construction of the project, Southside shall pay the City an annual Profit Participation Payment of five percent (5%) of all profits generated by this project, with the initial eight hundred thousand dollars ($800,000.00) of that amount paid in advance, regardless of the actual profits generated; and WHEREAS, the profits of any potential sale or lease shall go directly towards the City's Department of Fire -Rescue ("Fire -Rescue"); and WHEREAS, Section 29-B(c) of the Charter of the City of Miami, Florida, as amended ("Charter"), provides for the conveyance of City property to implement projects of any governmental agency or instrumentality; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. City of Miami Page 2 of 3 File ID: 2341 (Revision: A) Printed on: 8/22/2019 File ID: 2341 Enactment Number: R-17-0330 Section 2. Pursuant to Section 29-13(c) of the Charter, the City Manager is authorized' and directed to execute the Agreement, in substantially the attached form, between the City and Southside, whereby Southside shall convey to the City its property adjacent to the City's Fire Station No. 4 for the consolidation of the properties into one, new unified City property, providing the various following benefits, at the sole cost and expense of Southside: the investment of eight million dollars ($8,000,000.00) towards the construction of a new Fire Station No. 4, pursuant to City specifications, consisting of over thirty thousand (30,000) square feet of space, two (2) floors with a mezzanine, new workout equipment, and ample space for different sized fire -rescue trucks the City will be obtaining; upon completion of the new Fire Station No. 4, construction of a parking garage pedestal above the same and a mixed -used use tower with first floor retail; upon issuance of a temporary certificate of occupancy, payment to the City of two million two hundred thousand dollars ($2,200,000.00) restricted for the purchase of one (1) ladder truck, one (1) engine truck, two (2) fire -rescue trucks, and two (2) Ford trucks; conveyance to the City of fifty (50) parking spaces valued at approximately one million five hundred thousand dollars ($1,500,000.00) for use by the City, with management by the MPA; annual payment to the City of a Profit Participation Payment of five percent (5%) of all profits generated by this project, with the initial eight hundred thousand dollars ($800,000.00) of that amount paid in advance, regardless of the actual profits generated by Southside; with the profits of any potential future Southside sale or lease going directly towards Fire -Rescue; with terms and conditions as more particularly described in the Agreement. Section 3. The City Manager is further authorized' to make such revisions and non - substantive amendments to the Agreement as deemed necessary, in a form acceptable to the City Attorney. Section 4. This Resolution shall become effective immediately upon adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS 1 iria i "nd- e�z, Zity Attor iey 2/1412018 'The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 3 of 3 File ID: 2341 (Revision: A) Printed on: 8/22/2019 Exhibit D: Legal Description of 12th Street Parcels 145-165 SW 12th Street: Lots 14,15 and 16, Block 85 of MAP OF MIAMI DADE CO. FLA. (CITY OF MIAMI SOUTH), according to the Plat thereof as recorded in Plat Book B, Page(s) 41, of the Public Records of Miami -Dade County, Florida. Exhibit E: City of Miami Resolution No. R-613-18 [Attached] OFFICIAL FILE COPY CLERK. OF TRT HOARD OF COUNTY CO%UlISSIONEBS MIA]IM-RADE COtNTTY. FLORIDA MEMORANDUM TO: Honorable Chairman Esteban L. Bovo, Jr. and Members, Board of County Commissioners FROM: Abigail Price -Williams County Attorney Amended Agenda Item No. I I (A)(2) DATE: June 5, 2018 SUBJECT: Resolution approving an Interlocal Agreement between Miami -Dade County and the City of Miami in connection with the Resolution No. R-613-18 proposed expansion of the Rapid Transit Zone to include private property adjacent to the Brickell Metrorail Station; authorizing the County Mayor to execute the Agreement in substantially the form attached and to exercise the provisions contained therein The accompanying resolution was prepared and placed on the agenda at the request of Prime Sponsor Chairman Esteban L. Bovo, Jr. APWlsmm l bnvC coLNTY MEMORANDUM , evise } TO: Honorable Chairman Esteban L. Bovo, Jr. and Members, Board of County Commissioners Please note any items checked. DATE: .June 5, 2618 Amended SUBJECT: Agenda Item No. 11(A) (2 ) "3 -Day Rule" for committees applicable if raised 6 weeks required between first reading and public hearing 4 weeks notification to municipal officials required prior to public hearing Decreases revenues or increases expenditures without balancing budget Budget required Statement of fiscal impact required Statement of social equity required Ordinance creating a new board requires detailed County Mayor's report for public hearing No committee review Applicable legislation requires more than a majority vote (i.e., 2/3's , 3/5's , unanimous ) to approve Current information regarding funding source, index code and available balance, and available capacity (if debt is contemplated) required 0 Approved Mayor Veto Override RESOLUTION NO. R-613-18 Amended Agenda Item No. 11(A)(2) 6 -5 -IS RESOLUTION APPROVING AN INTERLOCAL AGREEMENT BETWEEN MIAMI-DADE COUNTY AND THE CITY OF MIAMI IN CONNECTION WITH THE PROPOSED EXPANSION OF THE RAPID TRANSIT ZONE TO INCLUDE PRIVATE PROPERTY ADJACENT TO THE BRICKELL METRORAIL STATION; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR'S DESIGNEE TO EXECUTE THE AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED AND TO EXERCISE THE PROVISIONS CONTAINED THEREIN WHEREAS, Section 1.01(A)(17) of the Home Rule Charter authorizes the County to enter into a contract with other governmental units for the performance by one unit of government on behalf of the other; and WHEREAS, Miami -Dade County and the City of Miami desire to provide coordinated development of property within the City of Miami and adjacent to the County's Brickell Metrorail Station; and WHEREAS, the City of Miami desires to transfer to Miami -Dade County all zoning and permitting authority for the development of this property, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that the Agreement by and between Miami -Dade County, Florida, and the City of Miami is hereby approved, and the Board authorizes the County Mayor or County Mayor's designee to execute the agreement in substantially the form attached hereto and to exercise the provisions contained therein. 0 Amended Agenda Item No. 11(A)(2) Page 2 The Prime Sponsor of the foregoing resolution is Chairman Esteban L. Bovo, Jr. It was offered by Commissioner Rebeca Sosa , who moved its adoption. The motion was seconded by Commissioner Esteban L. Bovo, Jr. and upon being put to a vote, the vote was as follows: Esteban L. Bovo, Jr., Chairman aye Audrey M. Edmonson, Vice Chairwoman absent Daniella Levine Cava aye Jose "Pepe" Diaz aye Sally A. Heyman aye Barbara J. Jordan aye Joe A. Martinez absent Jean Monestime aye Dennis C. Moss aye Rebeca Sosa aye Sen. Javier D. Souto absent Xavier L. Suarez aye District 5 - Vacant The Chairperson thereupon declared the resolution duly passed and adopted this 5th day of June, 201 S. This resolution shall become effective upon the earlier of (1) 10 days after the date of its adoption unless vetoed by the County Mayor, and if vetoed, shall become effective only upon an override by this Board, or (2) approval by the County Mayor of this Resolution and the filing of this approval with the Cleric of the Board. Approved by County Attorney as to form and legal sufficiency. 4� Dennis A. Kerbel MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS HARVEY RUVIN, CLERK By: Christopher Agrippa Deputy Clerk fig INTERLOCAL AGREEMENT FOR DEVELOPMENT OF PROPERTY SURROUNDING BRICKELL METRORAIL STATION This Interlocal Agreement ("Agreement") is entered into this _day of ,201 S, by and between Miami -Dade County, a political subdivision of the State of Florida ("County"), and the City of Miami, a municipal corporation located within the geographic boundaries of Miami -Dade County, Florida ("City") pursuant to The Florida Interlocal Cooperation Act of 1969, Chapter 163, Section 163.01, Florida Statutes (2012), Section 6.06 of the Miami -Dade County Home Rule Charter, and Section 33-314(A)(4) of the Code of Miami -Dade County, Florida. WITNESSETH: WHEREAS, the County has adopted Chapter 33C of the Code of Miami -Dade County, Florida ("County Code"), which establishes the Rapid Transit Zone ("RTZ") and grants exclusive jurisdiction to the County for purposes of building and zoning approvals, water and sewer installations, environmental compliance, street maintenance, and utility regulation for all property located within the RTZ; and WHEREAS, the City and the County have a long history of mutual cooperation with regard to planning for and development in the RTZ; and WHEREAS, the City, by Resolution No. 78-453, urged the County to provide for joint private and public development opportunities, including essential retail services, employment centers, housing and institutional attractions in convenient proximity to rapid transit stations and pledged the greatest possible cooperation with the County and urged reciprocal cooperation from the County in the planning, programming and funding of desired improvements; and 0 WHEREAS, Chapter 33C provides for municipal participation in the design, review, zoning, and development process through the Rapid Transit Developmental Impact Committee ("RTDIC"), which includes representation from the municipality in which the Project (as defined below) is located; and WHEREAS, the County is considering the adoption of an ordinance (Exhibit "A") which would extend the boundary of the RTZ to include a Brickell Station Subzone ("Subzone") on that certain property located within the County and the City, as depicted in the attached Exhibit "B", and which would establish development regulations and a development review and approval process applicable to the Subzone; and WHEREAS, the Subzone is located within the City's "Urban Central Business District" as designated on the City's Future Land Use Map and within the Downtown Regional Urban Center as designated on the County's Future Land Use Map; and WHEREAS, the expanded boundary of the RTZ includes within the Subzone those certain properties depicted in the attached Exhibit "C" (the "Property") which are owned by the City of Miami and Southside Place, LLC, its parents, affiliates, successors and/or assigns ("Owners"), and Owners desire to develop and operate a City of Miami Fire Station, public- private parking garage, and mixed-use center (the "Project"), integrated with the Miami -Dade County Metrorail and Metromover systems; and WHEREAS, the Project abuts and shall be integrated with existing, County -controlled public transportation facilities, including the Brickell Metrorail Station and the Metromover system; and 0 WHEREAS, the Project is of Countywide and regional importance and will bring substantial public health and safety benefits to the residents of the City, economic and quality - of -life benefits to the residents of the County and the City by increasing mobility to and from and throughout the City and the County, and reducing area traffic congestion and pollution as well as providing improved public safety for this area of the City, and WHEREAS, as set forth herein, the County and the City wish to coordinate and facilitate the development of the Project in an expedited fashion under a single regulatory authority, thereby avoiding duplicative or inconsistent regulations and processes, NOW THEREFORE, in consideration of the mutual covenants expressed herein, and other good and valuable consideration, the sufficiency of which the parties hereby acknowledge, the County and the City agree as follows: 1. Recitals. The County and the City agree that the above recitals are true and correct and are incorporated herein. 2. Conformance with Chapter 33C. The City agrees and reconfirms that its previous acknowledgment of the RTZ and the requirement that development within the RTZ conform with applicable provisions of Chapter 33 C, as amended, remains in full force and effect. The City and the County expressly recognize and authorize the expansion of the RTZ zone boundaries to include the lands located within the Subzone, including the Property. 3. County Review and Approval of Project. The County and the City agree that, upon the adoption by the County of an amendment to Chapter 33C of the Code of Miami -Dade County, Florida, in substantially the form attached hereto as Exhibit "A", the County shall exercise exclusive land use, zoning, and building permitting jurisdiction over the Subzone, the IJ Property, and the development of the Project and shall, in accordance with its rules and regulations, perform all regulatory reviews relating to the development of the Project, including, without limitation, zoning approvals and construction permitting. 4. Exercise of County Jurisdiction. The County agrees that the County shall exercise its jurisdiction over the Project in a manner that addresses the transportation needs of counties and urban centers throughout the State of Florida and that is consistent with, and supports the City's commitment to, principles of urban planning, including responding to the existing conditions of the City, its downtown corridor, and its natural features, infrastructure, and buildings. The City shall continue to provide all other municipal services within the Subzone such as, but not limited to, police, fire, parks, solid waste, business licensing, and annual - inspections for fire and elevator safety. It is provided, however, that the City shall be responsible for ensuring that referrals regarding enforcement of land use, zoning, or building code requirements that result from any City fire inspections, emergency responses, or other City actions are timely transmitted to the County's Building Official. Furthermore, the City and County shall ensure that their respective staffs are informed, and shall coordinate to ensure that the property owners and tenants of the Project are also informed, as to these jurisdictional matters. The City and the County may memorialize or effectuate these processes by any supplemental instruments that may be deemed necessary. 5. Ordinance. The County and the City agree that the development regulations and the development review and approval processes included in the proposed ordinance attached hereto as Exhibit "A", shall govern development within the Subzone and on the Property, as supplemented by this Agreement. 6. Southside Park. The City -owned Southside Park is located within the boundaries of the Subzone, and County and City agree that Southside Park shall remain as a park at the City's sole discretion. 7. RTDIC. The County agrees that the City shall be entitled to appoint up to three participants to the RTDIC for all meetings of the RTDIC related to the Project, and that the City's appointees shall all be individuals with technical expertise and professional degrees in at least one of the following areas: (i) transportation, (ii) architecture, (iii) engineering, or (iv) law. In the event that the City representatives present at an RTDIC meeting to consider an application for development within the Subzone do not concur with a recommendation for approval or an administrative approval of an application, the recommendation or the decision shall be for denial. In the event the RTDIC issues a recommendation or a decision for denial, the affirmative vote of nine members of the Board of County Commissioners shall be required to override the denial. 8. Allocation of Development Fees. The County and the City agree to allocate the payment of development and permitting fees as follows: (a) The County shall collect from the Owner all fees related to regulatory reviews and approvals and construction permits; (b) The City shall collect from the Owner all impact fees payable pursuant to Chapter 13 of the City Code and any fees for Developments of Regional Impact that are payable to the City pursuant to statute or ordinance; and (c) additional impact fees, if any, associated with the Project shall be collected from the Owner by the City and the County in accordance with their respective impact fee ordinances. 9. Public Hearin. At least six weeks prior to the scheduled public hearing of any amendments to the adopted version of Section 33C-10 (see Exhibit A), the County shall mail or 0 e-mail a copy of the proposed ordinance to the City Clerk and the City Attorney. The communication to the City shall include the date of the scheduled public hearing. 10. Authority to Effectuate this Agreement. To the extent permitted by law and required by this Agreement, the City and the County hereby delegate to each other the authority required to effectuate the provisions of this Agreement. it. Term of Agreement. This Agreement shall remain in effect for 30 years, and thereafter automatically renew for successive 10 year terms unless terminated by mutual agreement of the County and the City, as approved by majority vote of their respective governing bodies. 12. Compliance with Laws. The parties shall comply with all applicable federal, state and local laws, codes, ordinances, rules and regulations in performing their respective duties, responsibilities, and obligations pursuant to this Agreement and with all applicable laws relating to this Agreement. The parties shall not unlawfully discriminate in the performance of their respective duties under this Agreement. 13. Dispute_ Resolution; Applicable Law. The parties shall resolve any disputes, controversies or claims between them arising out of this Agreement in accordance with the "Florida Governmental Conflict Resolution Act", Chapter 164, Florida Statutes, as amended. This Agreement shall be governed by the laws of the State of Florida. Venue in any proceedings shall be in Miami -Dade County, Florida and each party shall be responsible for its own attorneys' fees. 14. Entire Agreement; Amendments. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements, /O or understandings concerning the subject matter of this agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the parties, except that on behalf of the City, future amendments may be approved by the City Manager and will not require approval by the City Commission. 15. Joint Preparation. The language agreed to expresses the mutual intent of the parties and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties by the other. 16. Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part, except to the extent that such invalidity or unenforceability causes the agreement to fail of its essential purpose. In the event a finding of invalidity or unenforceability by a court of competent jurisdiction causes the agreement to fail of its essential purpose, either party shall have the right to terminate this Agreement upon written notice to the other. 17. Miscellaneous Provisions. Title and paragraph headings are for convenient reference and are not a part of this Agreement. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 18. Notice. Any notice provided pursuant to the terms and provisions hereof shall be deemed to be delivered when sent by hand delivery, delivery service, or certified mail, return receipt requested, postage prepaid and received by the addressee. Notices shall be sent to: If to the City: City Manager City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 With copies to: City Attorney Office of the City Attorney City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 If to County: Mayor Miami -Dade County 111 N. W. 1 st Street 29th Floor Miami, Florida 33128 With a copy to: County Attorney Miami -Dade County 111 N. W. 1 st Street Ste. 2810 Miami, Florida 33128 19. No Third Party Beneficiaries to this Agreement. Nothing in this Agreement, express or implied, is intended to: (a) confer upon any entity or person other than the parties and their successors or assigns any rights or remedies under or by reason of the Agreement as a third party beneficiary or otherwise, except as specifically provided in this Agreement; or (b) authorize anyone not a party to this Agreement to maintain an action pursuant to or based upon this Agreement; or (c) be construed as a waiver of sovereign immunity of the parties hereto under Section 768.28, Florida Statutes. IN WITNESS WHEREOF, County and City have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. ATTEST Harvey Ruvin, Clerk ATTEST Todd B. Hannon, Clerk MIAMI-DADE COUNTY, FLORIDA, A political subdivision of the State of Florida, LE County Mayor CITY OF MIAMI, a Municipal Corporation of the State of Florida By: City Manager /1__3 Exhibit F: Miami -Dade County Resolution No. 18-66 [Attached] 0 FFICIAL FILE COPY CILIKK OF THE liolkRz Or COMITY C�'� 4££SSRt7ti�i s£'a._ka.DADE. CC}L'* ry'FLORIDA MEMORANDUM Amended Agenda Item No. 7(A) (Second Reading 6-5-18) TO: Honorable Chairman Esteban L. Bovo, Jr. DATE: March 20, 2018 and Members, Board of County Commissioners FROM: Abigail Price -Williams SUBJECT: Ordinance relating to the Fixed - County Attorney Guideway Rapid Transit System - Development Zone; creating section 33C-10 and amending sections 33C -2,33C-3, 33C-4, and 33C-9 of the Code; providing for expansion of the Rapid Transit Zone and creating the Brickell Station Subzone; providing uses, site plan review standards, and procedures for approval of such site plan in the subzone; requiring supermajority votes by the Board in certain circumstances Ordinance No. 18-66 The accompanying ordinance was prepared and placed on the agenda at the request of Prime Sponsor Chairman Esteban L. Bovo, Jr. APWlsrnni Memorandum MOAN"" E Date: June 5, 2018 To; Honorable Chairman Esteban L. Bovo, Jr. and Members Boardof Co r7ommissionem From: Carlos A, Gimenez Mayor_�'� Subject: Fiscal Impact Statement for Grdina Relating to the Fixed -Guideway Rapid Transit System -Development Zone The implementation of this ordinance will not have a fiscal impact to Miami -Dade County. yi Ali . Huda-{c'.__ Deputy Mayor FIS05418180540 F� Memorandum COf3NTY Date: June 5, 2018 To: Honorable Chairman Esteban L. B vo, Jr. and Members, Board of County,Pommissi From: Carlos A. Gimenez Mayor Subject: Social Equity Statement for Ordinan Relating to the Fixed -Guideway Rapid Transit System -Development Zone The proposed ordinance relating to the Fixed -Guideway Rapid Transit System -Development Zone (RTZ) creates Section 33C-10 and amends Sections 33C-2, 33C-3, 33C-4 and 33C-9 of the Code of Miami -Dade County (Code) providing for expansion of the rapid transit zone and creating the Brickell Station .subzone. The proposed ordinance expands the RTZ to include a block bound by SW 11th Street to the north, SW 12th Street to the south, SW 2nd Avenue to the west, and SW 1 st Avenue/Metrorail Station to the east, within the City of Miami. Under the RTZ, the properties would be developed under .the same regulations that govern the All Aboard Florida Brightline site at Government Center. The proposed ordinance establishes the Brickeli Sub -Zane and the regulatory framework for developments within the sub -zone and aligns with Miami -Dade County's effort of intensifying land uses surrounding mass transit stations and corridors. These amendments to the Code would result in additional development adjacent to the rapid transit station, which in turn could result in additional housing and business opportunities. No other specific social equity or benefit can be determined at this time. 46A1,14 JaJK­ObteFhoIt Deputy Mayor 180540 MEMORANDUM (Revised) TO: Honorable Chairman Esteban L. Bovo, Jr. and Membeis, Board of County Commissioners FROM: A Ig ' rice- Count Attorney Please note any items checked. DATE: June 5, 2018 Amended SUBJECT: Agenda Item No. 7(A) "3 -Day Rule" for committees applicable if raised 6 weeks required between .first reading and public hearing 4 weeks notification to municipal officials required prior to public hearing Decreases revenues or increases expenditures -yrithout balancing budget Budget required Statement of fiscal impact required Statement of social equity required Ordinance creating a new board requires detailed County Mayor's report for public hearing No committee review Applicable legislation requires more than a: majority vote (i.e., 2/3's , 3/5's , unanimous ) to approve Current information regarding funding source, index code and available balance, and available capacity (if debt is contemplated) required Approved Mayor Veto Override ORDINANCE NO. Amended Agenda. Item No. 7(A) 6-5-18 ORDINANCE RELATING TO THE FIXED -GUIDEWAY RAPID TRANSIT SYSTEM -DEVELOPMENT ZONE; CREATING SECTION 33C-10 AND AMENDING SECTIONS 33C -2,333C- 3, 33C-4, AND 33C-9 OF THE CODE OF MIAMI-DADE COUNTY, FLORIDA; PROVIDING FOR EXPANSION OF THE RAPID TRANSIT ZONE AND CREATING THE BRICKELL STATION SUBZONE; PROVIDING USES, SITE PLAN REVIEW STANDARDS, AND PROCEDURES FOR APPROVAL OF SUCH SITE PLAN IN THE SUBZONE; REQUIRING SUPERMAJORITY VOTES BY THE BOARD IN CERTAIN CIRCUMSTANCES; PROVIDING SEVERABILITY, INCLUSION IN THE CODE, AND AN EFFECTIVE DATE WHEREAS, the Miami -Dade County Home Rule Charter grants to the County the power to carry on a central metropolitan government and to provide for rail facilities and public transportation systems; and WHEREAS, the Board of County Commissioners has found that the coordinated review and analysis of mass transit facilities is necessary to carry on a central metropolitan government in Miami -Dade County and that coordinated review and analysis of the mass transit system is most effectively carried on under a uniform plan of regulation applicable to the County as a whole; and WHEREAS, maximum coordination of transportation and land use policy decisions is essential to optimize the role of transportation as a potent tool for implementing the desired patterns of metropolitan development consistent with the Comprehensive Development Master Plan; and Amended Agenda Item No. 7(A) Page 2 WHEREAS, providing for increased density and transit -oriented development adjacent to the County's existing mass transit system will increase ridership on the County's public transportation system and further the health, safety, order, convenience, prosperity and welfare of the present and future citizens of the County; and WHEREAS, the properties surrounding the Brickell Metrorail Station, which this ordinance includes within the Rapid Transit Zone, are located within the Downtown Regional Urban Center identified in the County's Comprehensive Development Master Plan (CDMP); and WHEREAS, the CDMP calls for the highest level of development density and intensity within the Downtown Regional Urban Center; and WHEREAS, the adoption of uniform regulation to encourage private sectordevelopment of market rate, attainable, and workforce housing around the Brickell Metrorail station is in the best interest of the County, BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA: Section 1. The foregoing recitals are incorporated into this ordinance and are approved. Section 2. Section 33C-2 of the Code of Miami -Dade County, Florida is hereby amended as follows:I See. 33C-2. Rapid Transit Zone. 1 Words stricken through and/or [[double bracketed]] shall be deleted. Words underscored and/or >>double arrowed« constitute the amendment proposed. Remaining provisions are now in effect and remain unchanged. R Amended Agenda Item No. 7(A) Page 3 (B) Designation of lands included. The Board of County Commissioners hereby designates all laud areas (including surface, subsurface, and appurtenant airspace) shown on Exhibits 1 through 16, bearing the following effective dates: Exhibit 1, July 31, 1998, Exhibits 2 through 9 and Exhibits 11 through 16, July 13; 1979, Exhibit 10, May 26, 1983, Exhibit 17, February 13, 2014, >>and Exhibit 18, [insert effective date]<< certified by the Clerk of the Board as a portion of this chapter, incorporated hereby by reference, and transmitted to the custody of the Department of Regulatory and Economic Resources or its successor Department, as the Rapid Transit Zone for the Stage I Fixed - Guideway Rapid Transit System. The Director of the Department of Regulatory and Economic Resources or its successor Department shall submit to each affected municipality an official map or maps designating the Rapid Transit Zone which may from time to time be altered, enlarged, added to, amended or deleted by ordinance, after a public hearing within each municipality affected. (D) Uses. No land, body of water, or structure shall be used or permitted to be used, and no structure shall be hereafter erected, constructed, reconstructed, moved, structurally altered, or maintained for any purpose in the Rapid Transit Zone, except as provided in this article. (2) Other_ uses; procedures for approval of such uses_ within the Rapid Transit Zone. The following additional uses shall be permitted in conformance with the requirements set forth herein: x (e) Processfor City ofMiami. » Brickell Station Subzone. Notwithstanding any other Provision of this code to the contrary, whenever uses authorized by subpara LQhs 7 Amended Agenda Item No. 7(A) Page 4 (D)(2)(a) and (D)(2)(b) above are proposed within the Brickell Station Subzone of the Rapid Transit Zone as, designated in subsection 33C-10 herein, the procedures and development standards adopted pursuant to subsection 33C-10 shall control.<< Section 3. Section 33C-3 of the Code of Miami -Dade County, Florida is hereby amended as follows: Sec. 33C-3. Rapid Transit Developmental Impact Committee. (a) There is hereby established a Rapid Transit Developmental Impact Committee Executive Council composed of the County's Developmental Impact Committee Executive Council (established by Section 33-303.1, Miami -Dade County Code) and two (2) representatives from each: of the following municipalities: City of South Miami, City of Coral Gables, City of Miami, and the City of Hialeah. It is provided, however, that for developments located within the Downtown Intermodal District Corridor Subzone established by [[seeds]] »section« 33C-9 >>and the Brickell Station Subzone established by section 336-10«, however, the Rapid Transit Developmental Impact Committee shall be composed of the County's Developmental Impact Committee Executive Council and three (3) representatives from the City of Miami. In addition, there shall be an RTDIC Staff Council composed of members of the County Departments identified in Section 33-303.1(A) of this Code and three (3) representatives from the City of Miami. The Rapid Transit Developmental Impact Committee shall, subject to the procedures specified in »section« 33-303.1, Miami -Dade County Code, perform the duties specified in Section 33C-2 and Section 33C-4 of this chapter. (b) Except for the Downtown Intermodal District Corridor Subzone established by subsection 33C-9 >>and the Brickell Station Subzone established by section 33C-10« herein, mailed notice of hearings before the Rapid Transit Amended Agenda Item No. 7(A) Page 5 Development Impact Committee pursuant to Section 33C- 2(D)(2)(d) shall be provided in the same manner as hearings on applications filed before the Community Zoning Appeals Board pursuant to Section 33-310(d)(3) for the special exceptions expressly enumerated in that subsection. Mailed notice of the hearing shall also be provided simultaneously to the municipality in which the application site is located. Applications shall comply with the procedural requirements of Section 33-304. (c) Notwithstanding any other provision of this code to the contrary, for the Downtown Intermodal District Corridor Subzone established by section 33C-9 >>and the Brickell Station Subzone established by section 33C-10« herein, notice of meetings before the Rapid Transit Developmental Impact Committee shall comply with the procedures set forth in >>those respective section« [[3-3C—}]]. Section 4. Section 33C-4 of the Code of Miami -Dade County, Florida is hereby amended as follows: Sec. 33C-4. Rapid Transit Development Impact Zone. (b) Except for the Downtown Intermodal District Corridor Subzone established by section 33C-9 >>and the Brickell Station Subzone established by section 33C-10« herein, and notwithstanding anything to the contrary herein, mailed_ notice of hearings before the Rapid Transit Development Impact Committee pursuant to Section 33-2(D)(2)(e)(1) shall be provided in the same manner as hearings on applications filed before the Community Zoning Appeals Board pursuant to Section 33-310(d)(3) for the special exceptions expressly enumerated in that subsection. Mailed notice of hearings shall also be provided simultaneously to the_ municipality in which the application site is located. Applications shall comply with the procedural requirements of Section 33-304. 15 Amended Agenda Item No. 7(A) Page 6 Section 5. Section 33C-10 of the Code of Miami -Dade County, Florida is hereby created as follows: >>Sec. 33C-10. Brickell Station Sub -Zone. CA Purpose and Intent. The following development review standards and criteria shall govem applications for Initial Plan Approval of the general site development plan and applications for Final Site Plan Review for all development to be located within the boundaries of the Brickell Station Sub -Zone established in this section. The standards set forth herein further the unique land use characteristics of this area, which lies within the Ciiy of Miami Urban Core, as defined in section 33-84, and within the Downtown Regional Urban Center, as designated on the Land Use Plan Map of the County's Comprehensive Development Master Plan, and are consistent with, and support the City's commitment to, principles of urban planning, including respondingto o the existing conditions of the City, its downtown corridor, and its natural features, infrastructure, and buildings, improved mobility, enhanced pedestrian environment, and the reduction of urban sprawl. Development in this sub -zone also addresses government service and infrastructure needs of this quicklygrowing area, and therefore projects within this sub -zone are encouraged to incorporate public service, publie infrastructure, or public benefit components, including, but not limited to, a police or fire station. regional sewer pmp station, and affordable housing. Boundaries. The Brickell Station Sub -zone of the Rapid Transit Zone is hereby established, the boundaries of the Sub -zone are identified in Exhibit 18 of section 33C -2(B). The legal description and a full-scale map of the boundaries are on file with the Miami -Dade County Department of Regulatory and Economic Resources or its successor Department (the "Department"). (C) Permitted Uses: The following uses shall be permitted in the Brickell Station Sub -zone, either alone or as mixed uses in horizontal or vertical integration. "Vertical integration" means any combination of primary uses (such as passenger transit systems or businesses) located on the ground floor, and residential and accommodation uses such as hotels on the upper floors. "Horizontal integration" means any /eJ Amended Agenda Item No. 7(A) Page 7 combination of parcels or buildings and structures_ with different primary uses within the same development. hotels, commercial retail; �3) offices; residential; bars and restaurants; rental car facilities, parking lots and parking structures, including commercial parking lots and garages that charge fees for parking; 0 governmental, 0 convention halls and showrooms; 10 institutional, 11 health care facilities, except hospitals; 12 -public parks and open spaces; and other similar uses, as approved by the Director of the Department. D Pre-gpplication conference. The applicant shall participate in at least one pre -application conference with the Rapid Transit Development Impact Committee (RTDIQ prior to filing the application. The applicant shall provide a general outline of the proposal throughL schematics and sketch plans including narrative information sufficient for the understanding of the proposed development. O Initial Review. implication. Following; the pre -application conference - a -request for_approval of a_general_ site development plan .for development within the Brickell Station Sub -zone, shall be made by application with the RTDIC in accordance with the provisions of section 33-304. Said application shall be considered a special exception for approval of a general site development plan to be considered and acted upon directly by the Board of County Commissioners pursuant to the development regulations established in this section. Applications shall comply with the procedural requirements of section 33-304 of this code. Amended Agenda Item No. 7(A) Page 8 RTDIC recommendation. Within 60 days after the filing of the application, the RTDIC Staff Council shall review the application, and the RTDIC shall issue a recommendation upon such application. The recommendation shall reflect the consensus of the members present. In the event that the City representatives present do not concur with a recommendation for approval, the recommendation shall be for denial. The recommendation shall be transmitted to the Board of County Commissioners for final action. In the event of a recommendation of denial by the RTDIC, approval of the application shall require the affumative vote of 9 members of the Board of County Commissioners. ( Phased development. Projects within the sub -zone may be constructed in phases and the construction of public buildings_and infrastructure to serve future development may accordingly need to be completed in phases. Where a phased development is requested, the Board of County Commissioners, in approving a phased site plan, shall specify _building footprints, heights, density, intensity, and gross square footage of buildings as future development parameters. The RTDIC may review and approve specific land uses and design details of said future development in subsequent phases pursuant to the Final Review criteria enumerated herein, provided that the development parameters approved by the Board of County Commissioners in the phased site plan are not exceeded and that the development reaLdations _ set forth herein are meta ( Required exhibits for Initial Development. The following exhibits shall be submitted with the application for a general site development plan: (a) A narrative describing the project's scope, including but not Iimited to: vision statement, the project's consistency with the intent and purpose of these regulations, size of project and location, and prominent components of the development; phasing f the development if necessary; scale; relevance to the region, its connection to the surrounding urban context; �Y Amended Agenda Item No. 7(A) Page 9 economic impact on the local economy; design concept(s); significance of the project as aag teway to the community; and any additional information necessary to explain the development. Schematic site pis), at a scale of not less than 1 inch equals 100 feet, indicating_ prominent structural components of the development; permitted land uses; existing and proposed streets; major points of e reg ss/ingress of the development; public open space locations and area in square feet; floor- area ratio; pedestrian circulation; residential density; and square feet of retail, office, institutional, governmental, and other proposed land uses, not to exceed the development thresholds contained in the administrative site plan development parameters included herein. O Infolmation on adjoining and adjacent uses, on a plan at a scale no less than 1 inch equals 100 feet, to indicate the relationship( s) between the proposed development and adjacent areas including, but not limited to: existing land uses and their intensities; densities, vehicular and pedestrian circulation systems, blocks and lots, and unique geographical features. Perspectives, isometrics, elevations and other drawings illustrating proposed development. Le) _ Any additional information specified by the RTDIC at the pre -application conference to evaluate the character and impact of the proposed development. O Final Review. ( Final Review for development of the Brickell Subzone. Following approval of the special exception, final review for all or a portion of the development, including phased development, shall be made and approved administratively by the RTDIC in accordance with the plans and documents approved by the Board of County Commissioners. The RTDIC review shall beug ided_by development /3 Amended Agenda Item. No. 7(A) Page 10 standards established in this section. Applications to modify a site plan approved -pursuant to this section, including applications to approve a subsequent phase of a previously -approved phased site plan, shall be considered and acted upon administratively by the RTDIC without the necessity of public hearing. In the event that the City rpresentatives present do not concur with approval of the application, the decision of the RTDIC shall be for denial. The affirmative vote of 9 members of the Board of County Commissioners shall be required to reverse a decision of denial by the RTDIC. Notice. Mailed notices of the RTDIC Executive Council meeting shall be accomplished by placing in the United States mail a written notice to all property owners of record, as reflected on the Miami -Dade County PropertyAppraiser's tax roll as updated, within 500 feet of the subject property. Such mailed notices shall contain general information, including, but not limited to, the date, time and place of the meeting, the property's location (and street address, if available), and nature of the application shall be sent no sooner than 30 days and no later than 20 days prior to the meeting. 21 The property shall be posted no later than 20 days prior to the meeting in a manner conspicuous to the public, by a sign or signs _containing _ _information _including, but not limited to, the applied for zoning action, application number, and the time and place of the public meeting The property ovaier shall be responsible for ensuring that the sign is maintained on the site until completion of the public meeting and for removal of the sign within two weeks following completion of the public mecting, Up In addition, notice shall be published in a newspaper of general circulation in Miami Dade County, as follows: a full legal notice, to be published no later than 20 days and no earlier than 30 days prior to the meeting, to contain the date, time and place of the Amended Agenda Item No. 7(A) Page 11 meeting_ the property's location and street address, if available. Required Exhibits. The following exhibits must be included with an application. It is provided, however, that the Director of the Department shall have the authority to waive any of the items because of the nature or timing of the development or because the information cannot be furnished at the time of this review. The application shall be deemed complete if all items in this subsection are included in the application. Master plan, at a scale of not less than 1 inch equals 100 feet, which_ shall include the following information: Q Lot lines and setbacks. ii Proposed floor area of all permitted uses. Height, size, shape, and location of existing and proposed buildings. iv Location of off-street parking and layouts showing number of parking spaces required and provided. D Proposed grades if significantly altered. vi Signage, street and lot lighting and street and lot furniture. vii Total number of dwelling units and hotel rooms, if applicable. viii Location and amount of open space, required and provided. ix Phase lines, if applicable. O Figures indicating gross and net acreage, and areas to be dedicated for public rights -of -waw Lxi Vehicular and pedestrian circulation system, including blocks streets major points of access into and out of the development, pedestrian crosswalks, medians, and on -street parking. xii Location of pedestrian access points including connections to existing or proposed bridges, roadways, or sidewalk areas. Amended Agenda Item No. 7(A) Page 12 xiii Location of loading; facilities, waste collection areas, and other service areas. (b) Floor plans and elevations of all structures, including gross square footage of each floor. O Sections of maior structures. O Isometrics or perspectives of the proposed development. O Landscape plan(s) in accordance with Chapter 18(A), except as modified herein. (fZ Such other design data as may be specified to satisfy a condition of approval of the Initial Review. Administrative Site plan development parameters. The following development regulations shall gWlly to all development within the sub -zone. Parking: The table below indicates minunum parking for each type of use. La) To minimize adverse visual effects of the structure(s), multi -story parking garages facing public and private streets, rights-of- way, and/or public open space shall use screening methods, including, without limitation: liner buildings,glazing; building wall extensions; vertical planted walls; berms; landscaping; architectural M Use Minimum Parking Requirements Commercial/Retail Restaurants Bars Convention 1.8 spaces / 1000 SF Halls and Showrooms Office Government InstitutionalHealth Care 0.6 spaces / 1000 SF - Facilities Residential 0 spaces per unit Hotels 0.3 spaces / room Transit systems including Maintenance Facilities 0.6 spaces / 1000 SF (excluding latform � Other Uses 50% of the required parking indicated in Section 33-124 La) To minimize adverse visual effects of the structure(s), multi -story parking garages facing public and private streets, rights-of- way, and/or public open space shall use screening methods, including, without limitation: liner buildings,glazing; building wall extensions; vertical planted walls; berms; landscaping; architectural M Aznended Agenda Item No. 7(A) Page 13 fenestration; sculpture; design features, and/or other innovative screening methods. b Surface parking lots fronting streets shall be located a minimum of 10 feet from the ri tt- of way and screened at the 10 -foot line with a wall having a maximum height of T6". The setback shall incorporate a combination of hard-scape and landscape elements finished to match the existing sidewalk. O Mechanized parking shall be allowed and, when provided, shall be exempt from the provisions of Section 33-122. For the purpose of this sub -zone, mechanized Markin shall be defined as a mechanism with vertical and horizontal transport capability that provides for automobile storage and retrieval. A mechanized parking space shall be counted toward the parkin requirements of this Section. Mechanized parking may not be provided unless a queuinglysis is submitted and approved during the Administrative Site Plan Review process. O Required off-street parking for uses located within this Sub -zone may be located within one mile of the boundaries of the sub -zone. An applicant for approval of development with off site.parking shall execute and record in the public records of this County a declaration of restrictions, approved by the Director of the Department, covenanting that such development shall cease and terminate upon the elimination of such parking area, and that no development requiring such parking shall be made of such property until the required parking area is available and provided. Setbacks, cubic content, and lot size: O Due to the unique characteristics associated with the high-density or hi intensitL mixed-use developments contemplated for this sub -zone, there shall be no m;nimum setback from streets at grade and above the eighth floor, interior/rear property lines, and park rights-of-way. 17 Amended Agenda Item No. 7(A) Page 14 There shall be no maximum or minimum limitation on the size of a floor plate. The minimum lot size required to develop pursuant to these regulations is 32,000 square feet. W Encroachments: U Buildings and structures above the ground floor may be built above colonnades and/or encroach into street setbacks but shall not extend into the Public or private rit-of-way unless permitted by State law and approved by, the Miami -Dade County Department of Transportation and Public Works or successor agency ("DTPW") or by other agency with authority over the right-of-way. It is provided, however, that, to the extent permitted by State law and subject to the gpproval of DTPW or other agency authority over the right-of-way, and for the transportation purpose of providing a connecting_ pedestrian or vehicular corridor, the street may be covered above the first floor with publicly -accessible structures connecting buildings, including_ platforms fitted with trains and passenger waiting areas; roofs; upper story terraces, pedestrian bridges, and automobile bridges between parking garages. Adequate clearance for structures above streets shall be maintained. Cantilevered balconies,- awnings, weather protection elements and similar features with adequate vertical clearance may encroach into street rights-of-way but shall not extend closer than six (b) inches from the curb face. Floor Area Ratio and lot coverage: The floor area ratio, lot coverage, and maximum square footage of buildings to be developed within the sub -zone shall not be limited. kQ Building Height: The maximum building height shall be the maximum allowed by the Miami -Dade Aviation Department (MDAD) or its successor M Amended Agenda Item No. 7(A) Page IS agency in accordance with the zoning regulations for Miami International Airport -provided in chapter 33. 6 Open Space: The minimum open space requirement shall be 15 percent of the gross development area. Open space shall include parks, plazas, balconies terraces, courtyards, arcades/colonnades, pedestrian paths, rooftop green spaces above buildings and parking garages, and transit platform areas improved for pedestrian comfort. 7 Signs: Signs visible from public rights-of-way or public areas shall coLnply with section 33-284.87 of this Code, except that Class C signs may be permitted in accordance with section 33-107 of this Code. The signage plan submitted with the application for final site plan review shall contain criteria, locations and sizes of signs. fn Density' Residential densit y shall not exceed 500 units per gross acre. Architectural Expression: Building facades facing public and private street rights-of-way or public open space or both shall be a minimum 40 percent glazed. Glazing is not required for building facades that face the Metrorail or Metromover rights-of-way or for above -grade parking garage structures that face public and private street rights-of-way or public open space; however, parldng garages shall conform to the parking standards- included -herein. _ Blank walls facing public aid private street rights -of --way and public open space shall be prohibited unless furnished with some type of artistic expression, such as sculpture, mosaic and similar features. 10 Landscaping. Landscaping shall conform to the standards set forth in section 18A-6, Code of Miami - Dade County, as applicable to non-residential development, with the following exceptions: U . A minimum of 30 trees per net acre of open space shall be provided. Trees may be placed in the lot, or in greens, squares, plazas and street medians within or in close proximity this sub -zone. Lot trees shall have a minimum 2 -inch diameter at breast height. Amended Agenda Item No. 7(A) Page 16 02 Street trees shall be planted at a maximum of 30 feet average on center, with a minimum 3 - inch diameter at breast height. Street trees shall be Placed inside landscaped strips, tree planters, and in medians in the right-of-waX or on private property where demonstrated to be necessary due to right -of -Way obstructions, as determined by the Department of Transportation and Public Works or its successor Department or other agency with jurisdiction. 11 Service areas and mechanical eguipment: Service areas and fixtures shall be screened and located so as not to be visible from public and private rights-of- way or public open space. Mechanical equipment installed on roofs shall be screened from view by parapets or other architectural elements. Fixtures including but not limited to backflow preventers, pumps, underground ventilation exhausts and electrical vaults, shall be located within or to the side or rear of buildings; such fixtures shall not be located within the street setback area. Backflow preventers shall be shielded from view, as required by section 32-157d . Alcoholic Beverages: The restrictions onrp emises used for the sale of alcoholic beverages set forth in chapter 33, article X of this code regarding hours and days of sale, distance from other premises used for the sale of alcoholic beverages—and distance from schools or religious facilities shall not apply in this sub -zone. Plan Review Standards. The purpose of the plan. review standards is to encourage the creation of development within the Brickell Subzone that is consistent with the intent and purposes of these regulations, acts as a significantag teway for and destination to the Brickell area, and facilitates its future growth by designing ring and arranging buildings, public open space, transit, and street circulation in a manner that fosters around-the-clock pedestrian activity, serves the local and regional transit demands of the community, contributes to the urban revitalization of the City of Miami, and encourages public service, infrastructure, or public benefit components to address the needs of a growingpopulation. a2D Amended Agenda Item No. 7(A) Page 17 . A mix of uses in the design of development projects is encouraged to the maximum extent possible. Mixed-use buildings, including, without limitation, residential commercial office hotel and restaurants, are highly encouraged in combination with transit and other governmental facilities. Developments shall provide direct pedestrian and vehicular connections to the adj acent block and street network. Pedestrian crosswalks providing safe passage from adjoining sheets and blocks into the development project of the sub -zone shall be installed at street corners and, if practicable, midblock locations. Crosswalks shall be distinguished from other street elements by the use of conspicuous materials, texture and color. Public open space in the form of plazas, squares, greens, and landscaped areas shall be incorporated in the design of all development projects at grade or on above -grade surfaces. The public open spaces should have a scale that is compatible and complementarX with the intensity of proposed development, and their design should relate to the development's concept. Landscaping, furniture, art, paved pedestrian paths, and lighting, among other features, should be used to enhance the open spaces pedestrian experience. Consideration should be given to providing landscaping in a manner that reduces the heat island effect of the development on the urban environment. All new development shall strive to meet certification standards from Florida Green Building Coalition or a_ similar_organization Developments shall be designed with a coordinated outdoor lighting and sig -page system that is an integral part of the project and compatible and harmonious with existing and proposed development in the sub -zone and with surrounding uses. Signage should clearly indicate locations of,, , and guide pedestrians and vehicles to, proposed parking areas; transit facilities, permitted uses, and surrounding activities and uses. Proposed building scale should be in harmony with building scales allowed by applicable City of Miami regulations for surrounding properties. Buildings and their landscapes shall be built to the sidewalk edge in a manner that frames the adjacent street to create ,21 Amended Agenda Item No. 7(A) Page 18 public space in the street corridor that is comfortable and interesting, as well as safe for pedestrians. Architectural elements at street level shall have abundant fenestration, windows and doors and design elements that create interest for the pedestrian. Proposed development in the sub -zone shall provide connections via bridges, paths, sidewalks, or a combination of such features to adjacent or nearby Metrorail and Metromover systems. fD Plattin.. Separate parcels located within the sub -zone and made subj cot to a unity of title or covenant in lieu of unity of title shall not be deemed a subdivision and shall be exempt from the platting requirements of chapter 28. �J Conflicts. The development review procedures, standards, and criteria set forth in this section 33C-10 shall. govern in the event of conflicts with other zoning, subdivision, or landscgpe regulations of the Miami -Dade County Code or with the Miami -Dade County Public Works Manual. fKj Amendments. At least six weeks prior to the scheduled public hearing of any amendments to this section 33C-10, the County shall mail or e-mail a copy of the proposed ordinance to the City Clerk and the City Attorney of the City of Miami. The communication to the City shall include the date of the scheduled public hearing_<< Section_6. Section 33-314 of the Code of Miami -Dade County,_ Florida is hereby amended as follows: Sec, 33-314. Direct applications and appeals to the County Commission. (C) The County Commission shall have jurisdiction to directly hear other applications as follows: M Amended Agenda Item No. 7(A) Page 19 (10) Upon application for, hear and decide appeals of decisions of . the Rapid Transit Developmental Impact Committee pertaining to site plan approvals and related zoning actions issued pursuant to Section 33C-2(D)(2)(d) and (2)(e) », section<< [[ef Section]] 33C-9 >>, or section 33C-10« [[of the Code of Miami Dade ]]• Section 7. If any section, subsection, sentence, clause or provision of this ordinance is held invalid, the remainder of this ordinance shall not be affected by such invalidity. Section 8. It is the intention of the Board of County Commissioners, and it is hereby ordained that the provisions of this ordinance, including any sunset provision, shall become and be made a part of the Code of Miami -Dade County, Florida. The sections of this ordinance may be renumbered or relettered to accomplish such intention, and the word "ordinance" may be changed to "section," "article," or other appropriate word. Section 9. This ordinance shall become effective ten (10) days after the date of enactment unless vetoed by the Mayor, and if vetoed, shall become effective only upon an override by this Board. PASSED AND ADOPTED: June 5, 2018 Approved by County Attorney as to form and legal sufficiency: AW Prepared by: Dennis A. Kerbel Prime Sponsor: Chairman Esteban L. Bovo, Jr. 123 00 W — — — — Brickell Station Lm — —". e`.`. ----- ^'_ _"".. � _—__--____-jsw 1st Aire _ — j — — _ _ J s Zno 0 0 z Exhibit G: Interlocal Agreement [Attached] INTERLOCAL AGREEMENT FOR DEVELOPMENT OF PROPERTY SURROUNDING SRICKELL METRORAIL STATION/ This Interlocal Agreement ("Agreement") is entered into this of _day of U ,2018, by and between Miami -Dade County, a political subdivision of the State of Florida ("County"), and the City of Miami, a municipal corporation located within the geographic boundaries of Miami -Dade County, Florida ("City") pursuant to The Florida Interlocal Cooperation Act of 1969, Chapter 163, Section 163.01, Florida Statutes (2012), Section 6.06 of the Miami -Dade County Home Rule Charter, and Section 33-314(A)(4) of the Code of Miami -Dade County, Florida. WITNESSETH: WHEREAS, the County has adopted Chapter 33C of the Code of Miami -Dade County, Florida ("County Code"), which establishes the Rapid Transit Zone ("RTZ") and grants exclusive jurisdiction to the County for purposes of building and zoning approvals, water and sewer installations, environmental compliance, street maintenance, and utility regulation for all property located within the RTZ; and WHEREAS, the City and the County have a long history of mutual cooperation with regard to planning for and development in the RTZ; and WHEREAS, the City, by Resolution No. 78-453, urged the County to provide for joint private and public development opportunities, including essential retail services, employment centers, housing and institutional attractions in convenient proximity to rapid transit stations and pledged the greatest possible cooperation with the County and urged reciprocal cooperation from the County in the planning, programming and funding of desired improvements; and WHEREAS, Chapter 33C provides for municipal participation in the design, review, zoning, and development process through the Rapid Transit Developmental Impact Committee ("RTDIC"), which includes representation from the municipality in which the Project (as defined below) is located; and WHEREAS, the County is considering the adoption of an ordinance (Exhibit "A") which would extend the boundary of the RTZ to include a Brickell Station Subzone ("Subzone") on that certain property located within the County and the City, as depicted in the attached Exhibit "B", and which would establish development regulations and a development review and approval process applicable to the Subzone; and WHEREAS, the Subzone is located within the City's "Urban Central Business District" as designated on the City's Future Land Use Map and within the Downtown Regional Urban Center as designated on the County's Future Land Use Map; and WHEREAS, the expanded boundary of the RTZ includes within the Subzone those certain properties depicted in the attached Exhibit "C" (the "Property") which are owned by the City of Miami and Southside Place, LLC, its parents, affiliates, successors and/or assigns ("Owners"), and Owners desire to develop and operate a City of Miami Fire Station, public- private parking garage, and mixed-use center (the "Project"), integrated with the Miami -Dade County Metrorail and Metromover systems; and WHEREAS, the Project abuts and shall be integrated with existing, County -controlled public transportation facilities, including the Brickell Metrorail Station and the Metromover system; and WHEREAS, the Project is of Countywide and regional importance and will bring substantial public health and safety benefits to the residents of the City, economic and quality - of -life benefits to the residents of the County and the City by increasing mobility to and from and throughout the City and the County, and reducing area traffic congestion and pollution as well as providing improved public safety for this area of the City; and WHEREAS, as set forth herein, the County and the City wish to coordinate and facilitate the development of the Project in an expedited fashion under a single regulatory authority, thereby avoiding duplicative or inconsistent regulations and processes, NOW THEREFORE, in consideration of the mutual covenants expressed herein, and other good and valuable consideration, the sufficiency of which the parties hereby acknowledge, the County and the City agree as follows: 1. Recitals. The County and the City agree that the above recitals are true and correct and are incorporated herein. 2. Conformance with Chapter 33C. The City agrees and reconfirms that its previous acknowledgment of the RTZ and the requirement that development within the RTZ conform with applicable provisions of Chapter 33C, as amended, remains in full force and effect. The City and the County expressly recognize and authorize the expansion of the RTZ zone boundaries to include the lands located within the Subzone, including the Property. 3. County Review and Approval of Project. The County and the City agree that, upon the adoption by the County of an amendment to Chapter 33C of the Code of Miami -Dade County, Florida, in substantially the form attached hereto as Exhibit "A", the County shall exercise exclusive land use, zoning, and building permitting jurisdiction over the Subzone, the Property, and the development of the Project and shall, in accordance with its rules and regulations, perform all regulatory reviews relating to the development of the Project, including, without limitation, zoning approvals and construction permitting. 4. Exercise of County Jurisdiction. The County agrees that the County shall exercise its jurisdiction over the Project in a manner that addresses the transportation needs of counties and urban centers throughout the State of Florida and that is consistent with, and supports the City's commitment to, principles of urban planning, including responding to the existing conditions of the City, its downtown corridor, and its natural features, infrastructure, and buildings. The City shall continue to provide all other municipal services within the Subzone such as, but not limited to, police, fire, parks, solid waste, business licensing, and annual inspections for fire and elevator safety. It is provided, however, that the City shall be responsible for ensuring that referrals regarding enforcement of land use, zoning, or building code requirements that result from any City fire inspections, emergency responses, or other City actions are timely transmitted to the County's Building Official. Furthermore, the City and County shall ensure that their respective staffs are informed, and shall coordinate to ensure that the property owners and tenants of the Project are also informed, as to these jurisdictional matters. The City and the County may memorialize or effectuate these processes by any supplemental instruments that may be deemed necessary. 5. Ordinance. The County and the City agree that the development regulations and the development review and approval processes included in the proposed ordinance attached hereto as Exhibit "A", shall govern development within the Subzone and on the Property, as supplemented by this Agreement. 6. Southside Park. The City -owned Southside Park is located within the boundaries of the Subzone, and County and City agree that Southside Park shall remain as a park at the City's sole discretion. 7. RTDIC. The County agrees that the City shall be entitled to appoint up to three participants to the RTDIC for all meetings of the RTDIC related to the Project, and that the City's appointees shall all be individuals with technical expertise and professional degrees in at least one of the following areas: (i) transportation, (ii) architecture, (iii) engineering, or (iv) law. In the event that the City representatives present at an RTDIC meeting to consider an application for development within the Subzone do not concur with a recommendation for approval or an administrative approval of an application, the recommendation or the decision shall be for denial. In the event the RTDIC issues a recommendation or a decision for denial, the affirmative vote of nine members of the Board of County Commissioners shall be required to override the denial. Allocation of Development Fees. The County and the City agree to allocate the payment of development and permitting fees as follows: (a) The County shall collect from the Owner all fees related to regulatory reviews and approvals and construction permits; (b) The City shall collect from the Owner all impact fees payable pursuant to Chapter 13 of the City Code and any fees for Developments of Regional Impact that are payable to the City pursuant to statute or ordinance; and (c) additional impact fees, if any, associated with the Project shall be collected from the Owner by the City and the County in accordance with their respective impact fee ordinances. 9. Public Hearing. At least six weeks prior to the scheduled public hearing of any amendments to the adopted version of Section 33C-10 (see Exhibit A), the County shall mail or e-mail a copy of the proposed ordinance to the City Clerk and the City Attorney. The communication to the City shall include the date of the scheduled public hearing. 10. Authority to Effectuate this Agreement. To the extent permitted by law and required by this Agreement, the City and the County hereby delegate to each other the authority required to effectuate the provisions of this Agreement. 11. Term of Agreement. This Agreement shall remain in effect for 30 years, and thereafter automatically renew for successive 10 year terms unless terminated by mutual agreement of the County and the City, as approved by majority vote of their respective governing bodies. 12. Compliance with Laws. The parties shall comply with all applicable federal, state and local laws, codes, ordinances, rules and regulations in performing their respective duties, responsibilities, and obligations pursuant to this Agreement and with all applicable laws relating to this Agreement. The parties shall not unlawfully discriminate in the performance of their respective duties under this Agreement. 13. Dispute Resolution; Applicable Law. The parties shall resolve any disputes, controversies or claims between them arising out of this Agreement in accordance with the "Florida Governmental Conflict Resolution Act", Chapter 164, Florida Statutes, as amended. This Agreement shall be governed by the laws of the State of Florida. Venue in any proceedings shall be in Miami -Dade County, Florida and each party shall be responsible for its own attorneys' fees. 14. Entire Agreement; Amendments. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the parties, except that on behalf of the City, future amendments may be approved by the City Manager and will not require approval by the City Commission. 15. Joint Preparation. The language agreed to expresses the mutual intent of the parties and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties by the other. 16. Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid 1 i or unenforceable in whole or in part, except to the extent that such invalidity or unenforceability causes the agreement to fail of its essential purpose. In the event a finding of invalidity or unenforceability by a court of competent jurisdiction causes the agreement to fail of its essential purpose, either party shall have the right to terminate this Agreement upon written notice to the other. 17. Miscellaneous Provisions. Title and paragraph headings are for convenient reference and are not a part of this Agreement. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 18. Notice. Any notice provided pursuant to the terms and provisions hereof shall be deemed to be delivered when sent by hand delivery, delivery service, or certified mail, return receipt requested, postage prepaid and received by the addressee. Notices shall be sent to: If to the City: City Manager City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 With copies to: City Attorney Office of the City Attorney City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 If to County: Mayor Miami -Dade County 111 N.W. 1st Street 29th Floor Miami, Florida 33128 With a copy to: County Attorney Miami -Dade County 111 N.W. 1st Street Ste. 2810 Miami, Florida 33128 19. No Third Party Beneficiaries to this Agreement. Nothing in this Agreement, express or implied, is intended to: (a) confer upon any entity or person other than the parties and their successors or assigns any rights or remedies under or by reason of the Agreement as a third parry beneficiary or otherwise, except as specifically provided in this Agreement; or (b) authorize anyone not a party to this Agreement to maintain an action pursuant to or based upon this Agreement; or (c) be construed as a waiver of sovereign immunity of the parties hereto under Section 768.28, Florida Statutes. IN WITNESS WHEREOF, County and City have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. ATTEST Clerk of Courts ATTEST Todd B. Ha City Clerk APPROVED AS TO CORRECTNESS/' Victoria City Att MIAMI-DADE COUNTY, FLORIDA A political subdivision of the State of Florida —1) �z 1 �J__j 4 4 Car A. Gimen OSTERH0LT �f County Mayor DEPUTY MAYOR MIAMI-DADE CTY. FL CITY OF MIAMI, a Municipal Corporation of the State of Florida Exhibit H: Project Plans [Attached] 02019 SHOP ARCHITECTS PC, ALL RIGHTS RESERVED. Cellar Level 2 - Valet Parking JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENT GROUP Cellar Level 1 - Valet Parking JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENT GROUP Ground Floor - Fire + Lobbies 0 2019 SHOP ARCHITECTS PC. AI Lm Mezz- Parking Ramp JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENT GROUP Level 02 - Fire + Parking + Micro Units JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENT GROUP Levels 03 - 08 Parking + Micro JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENT GROUP Levels 09 - 13 Parking + Micro JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENT GROUP Level 14 - Service + Mechanical + Wellness JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENT GROUP Levels 15 Wellness + Office JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENT GROUP Levels 17 Wellness + Office JDS Sh © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. DEVELOPMENT GROUP Levels 18 Wellness + Office JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENT GROUP Levels 19 Wellness + Office JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENT GROUP Levels 20 Wellness + Office JDS Sh © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. DEVELOPMENT GROUP Levels 21 Wellness + Office JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENT GROUP Levels 22 Kitchen + Office Conference Center JDS Sh © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. DEVELOPMENT GROUP Level 23 - Events + F&B + Main Pool Deck JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENT GROUP Levels 24 - Fitness + Hotel JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oeveLOPMENT GROUP --- III! Ill!—Y-A I-__-- I__ 8-1 HLFLEX---2-___---_T___ ! !SQUASH 1/2 BASKETBALL !!SQUASH 1P - ----- I WEIGHTS r4-� 6 I �opoNr -lII- I BOH - 61, ------ __ -_ 'I- - - _ _•I-- _ - - �1- _- --_ �- ____---1- _------1- _-__---I __-__----__-__---I _JI - JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oeveLOPMENT GROUP Levels 26 - 34 Residential + Hotel C C �lY JDS © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENr Sh GROUP ;,o a, a }o. o 4 I I II I I II II I I II II -- I I I I I I II II II I I II II I I I II i I II II R I I I I I -, m 0 m II ngar II impar oaa I ®rar 0 I®9 or oaa ®ar 9 I ®9 ar oaa oaa ®ar ®ar 9 9 oa 9arl e l' Ireo ar 1� °ar I I oa �psrl oaa mar �60a gar oa m° I oaa o e aA I � ar �a oaa oaa a �� e I�q6 vaa JDS © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENr Sh GROUP Level 35 Mechanical + Resi Amenity C C C C V_1 1 1 1-__-__ — 1- --____ `7 -Aft — -_ TERRACE — —1 1 RESI AMENITY 11 11 I I I I I II '.•. 5 93 SIF II II II II II II II '.•'� I R m r 1 ��i 1 I 1 I 1 1I 1I 1I 1 1 BOH /M 64j/b ECHSF'i I - 11 1 FESI AMENITY 1523 SIF RESI AMENITY 153p BE 11 11 11 11 11 11 11 y____ T -------- T- p RESI ITY p � I • 149AEN ➢ SF I I RESI AMENITY' 12695E s,.. N e TEI.RAC� I SLOT IiERRACE BCH 1 5156 SF 1 e .._ ,.. e RESIOjENTIAL AMENITY 1 4550 SF 1 �----a----1__J---■ I I I I I I I JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oeveLOPMENT GROUP Levels 36 - 45 Residential C C C C JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oeveLOPMENT GROUP 21 1 2, n 21 n �TT III_ --_--_--_--_--_--_— o c r III I !I noel �°ear I I I II II I I II II II sm I led !I .. iae mB m sr ry .v m r I I I I t gee ® 0 ° mj B7 mie°r o m�eei g1e°q mi er �el led L______i___J -—-—-—- I I I I rs ler i lee isle po ac 0 ° y y zea I iiv si I III -- sorer zae iN er J o sil er e oee mi er i I I I I I I I I I I I I I I I I I I JDS Sh 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oeveLOPMENT GROUP Levels 46 - 58 Residential C SLY o,aa A I�T Tzs.o. II II II 1 1 1 II 1 II 1 I II I 1 I II II" 1 SLOT • IITERRACE I III I I -� � II II -aa I ®er I iea 0 om er I iea er I ac I iea- -- iea I ea — e I ` — — Ix ea I ei I 'I �ore�r I oea ppm ac o � er ���er �rd�r �apg'r sm er •.. ,. e yea PRIVATE TERRACE IRIVATE ERRACE JDS 02019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oEVELOPMENr Sh GROUP Levels 59 - 61 Residential C C C �lY ;-o a,.a. � a,; � o r P ----- ------- a I I I I I I III I I I III I I, I I II I III III I I I I I I -'-'I- ---III-----�'Il-- MECHANICAL -{--fll--■-�� I I —10 ID , ry I II I I I I III I I — _ N — -_ — -- — ' 0 II I --__-_ 'o�av — -__-_ -- -_ �o�a I j I I I �, -- — -- — -- - II saa I ima ar saA I I v<�a er ' nmar a JDS Sh @2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oeveLOPMENT GROUP Roof Residential Amenity C C CK JDS Sh @2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oeveLOPMENT GROUP I�21 21 n .. _ , zs.o. o 4 4 a + III III III II I I III II I I III III III II II II I I I I I I I I I I I T III � II ,g 10. s. II I 1 II I I I I I I I I I I I m________®y� I I olo o �i o o � _________II --------- � 11_________11_________1 I1 •::� ! I � s li I I I I I I I I JDS Sh @2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. oeveLOPMENT GROUP Exhibit I: City of Miami Insurance Requirements [Attached] II. EXHIBIT I INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- PUBLIC BENEFIT AGREEMENT REGARDING CONSTRUCTION OF THE NEW FIRE STATION NO.4 Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Continent and Contractual Liability Primary and Non Contributory Clause Endorsement Premises/Operations liability Explosion, Collapse and Underground Hazard Completed Operations covered for a minimum of (3) years following Project completion. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured IV. V Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $500,000 for bodily injury caused by an accident, each accident. $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 4,000,000 Aggregate $ 4,000,000 City of Miami listed as an additional insured Excess Follow Form over all applicable liability policies. Owners & Contractor's Protective Each Occurrence $1,000,000 General Aggregate $1,000,000 City of Miami listed as named insured VI. Payment and Performance Bond $ FULL VALUE City of Miami listed as Obligee. Bond must comply with 255.05 FS VII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $10,000 All other Perils 5% maximum on Wind City of Miami listed as loss payee A. Limit/Value at Location or Site $ B. Coverage Extensions: As provided by the carrier The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Exhibit K: School House Area Description 142 SW 11 Street Lots 6 and 7 of Block 85, of the plat of MIAMI HEIGHTS A SUBDIVISION, as recorded in Plat Book 5 at Page 29 of the Public Records of Miami -Dade County, Florida.