HomeMy WebLinkAboutDevelopment Agreement Draft - ObsoleteThis Instrument Was Prepared By,
Record and Return To:
Iris V. Escarra, Esq.
Greenberg Traurig, P.A.
333 S.E. 2nd Avenue
Suite 4400
Miami, Florida 33131
(Reserved)
DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF MIAMI, FLORIDA AND MIAMI FREEDOM
PARK, LLC, REGARDING APPROVAL OF THE
MIAMI FREEDOM PARK SPECIAL AREA PLAN AND
RELATED DEVELOPMENT
This is a Development Agreement ("Agreement") made this day of ,
2022 by and between Miami Freedom Park, LLC, a Florida limited liability company (the
"Lessee" or "Developer"), and the City of Miami, Florida, a municipal corporation and a
political subdivision of the State of Florida (the "City") (the Developer and the City are
together referred to as the "Parties").
WHEREAS, the City is the fee simple owner of approximately 131 acres of property
in Miami -Dade County, Florida, located between NW 14th Street to the South, NW 42
Avenue to the West, the City jurisdictional boundary on the North, and NW 37th Avenue to
the East, within the City (the "Overall Property"); and
WHEREAS, in November 2018, the electorate of the City overwhelmingly
approved the referendum to approve the negotiation of a ground lease and development
agreement for the development of approximately seventy-three (73) acres of the Overall
Property as a soccer stadium, entertainment center including food and beverage venues,
offices, retail, hotel and conference center, and other ancillary commercial development (the
"Leased Property") shown and legally described in Exhibit "A"; and
WHEREAS, Developer is a Florida limited liability company which entered into the
lease and easement agreements with the City on for the Leased Property
pursuant to Resolution Nos. R-22-0156 and R-22-0157, adopted April 28, 2022 (the "Lease
Agreements"); and
WHEREAS, the Property is currently designated "Parks and Recreation" on the
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Development Agreement
City's Future Land Use Map, according to the Miami Comprehensive Neighborhood Plan
("Comprehensive Plan"); and
WHEREAS, the Property is currently zoned Civic Space ("CS"), according to the
Zoning Ordinance 13114, the Miami 21 Zoning Code ("Miami 21"); and
WHEREAS, the City and the Developer seek to rezone the Property from CS to
Miami Freedom Park Special Area Plan, containing CS, Civic Institution ("CV), and T6-8
Urban Core Transect Zones, as described in the Miami Freedom Park Concept Book (the
"Concept Book") attached hereto and incorporated herein as Exhibit `B", in order to
facilitate redevelopment within the Leased Property and to effectuate the Parties' goals and
vision for the community; and
WHEREAS, the Parties' goals and visions for the Leased Property include the
development of a soccer stadium, entertainment center including food and beverage venues,
offices, retail, hotel and conference center, and other ancillary commercial development; and
WHEREAS, the City and the Developer seek to amend the Leased Property's
Comprehensive Plan designation for a portion of the Property from Parks and Recreation to
Major Institutional, Public Facilities, Transportation, and Utilities, to permit the
development of a soccer stadium with ancillary uses including, but not limited to, retail, food
and beverage uses, and from Parks and Recreation to Restricted Commercial, to permit the
hotel and office and other permissible uses, all as approved by the electorate of the City of
Miami (the "Future Land Use Map Amendment"); and
WHEREAS, Miami 21 outlines a process that allows parcels of more than nine (9)
abutting acres to be master planned to allow greater integration of public improvements and
infrastructure, and greater flexibility so as to result in higher or specialized quality building
and streetscape design, this master planning process is known as a "Special Area Plan"
("SAP"), pursuant to Section 3.9 of the Miami 21 Code ("Miami 21"), which section is
deemed as being incorporated by reference herein as if set forth in full; and
WHEREAS, on June 12, 2020, the Developer filed an application with the City for
approval of a SAP in order to develop the Leased Property as a soccer campus consisting of
various uses, including a Major Sports Facility, Lodging, Commercial, and Office uses,
along with other related amenities (the "Project" or "Miami Freedom Park SAP"); and
WHEREAS, the City and the Developer desire for development of the Miami
Freedom Park SAP to proceed in a manner that is consistent with the Comprehensive Plan,
Miami 21, the Florida Building Code, the City Charter, and the City Code; and
WHEREAS, in connection with the approval of the Miami Freedom Park SAP, the
Developer and City must enter into a Development Agreement pursuant to Section 3.9.1(f)
of Miami 21; and
WHEREAS, Chapter 163, Florida Statutes (2021), as amended from time to time,
authorizes and provides for local governments to enter into development agreements with
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any person or entity having a legal or equitable interest in real property located within its
jurisdiction; and
WHEREAS, assurance to a developer that it may proceed in accordance with
existing laws and policies, subject to the conditions of a development agreement, strengthens
the public planning process, encourages sound capital improvement planning and financing,
assists in assuring there are adequate capital facilities for the development, encourages
private participation in comprehensive planning, and reduces the economic costs of
development; and
WHEREAS, the City Commission pursuant to Ordinance No.
, adopted , approved and accepted the Miami
Freedom Park Concept Book and Regulating Plan; and
WHEREAS, the City Commission pursuant to Ordinance No.
, adopted , approved the Future Land Use Map
Amendment necessary to effectuate the Miami Freedom Park SAP; and
WHEREAS, the City Commission pursuant to Ordinance No.
, adopted , has authorized the City Manager to
execute this Agreement upon the terms and conditions set forth below, and the Developer
has been duly authorized to execute this Agreement upon the terms and conditions set forth
below.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the Parties mutually agree and bind themselves as set forth herein:
Consideration. The Parties hereby agree that the consideration and obligations
recited and provided for under this Agreement constitute substantial benefits to both
Parties and thus adequate consideration for this Agreement.
2. Rules of Legal Construction. For all purposes of the Agreement, unless otherwise
expressly provided:
(a) A defined term has the meaning assigned to it;
(b) Words in the singular include the plural, and words in 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 the Developer, as all parties are drafters of this
Agreement; and
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(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.
3. Definitions. Capitalized terms which are not specifically defined herein shall have
the meaning given in Miami 21.
"Agreement" means this Development Agreement between the City and the
Developer.
"City" means the City of Miami, a municipal corporation and a political
subdivision of the State of Florida, and all departments, agencies and
instrumentalities subject to the jurisdiction thereof.
"City Charter" means the municipal Charter of the City of Miami.
"City Code" or "Code" means the City of Miami Code of Ordinances.
"Comprehensive Plan" means the comprehensive plan known as the Miami
Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163,
Florida Statutes (2021), meeting the requirements of Section 163.3177, Florida
Statutes (2021), Section 163.3178, Florida Statutes (2021) and Section
163.3221(2), Florida Statutes (2021), which are in effect as of the Effective Date.
"Concept Book" means the Concept Book prepared by Arquitectonica, dated
, and attached as Exhibit B.
"Construction Administration Agreement" means that certain Construction
Administration Agreement, dated , 2022, by and between the City of
Miami, Inter Miami Stadium, LLC, and Miami Freedom Park, LLC.
"County" means Miami -Dade County, a political subdivision of the State of
Florida.
"Development" means the carrying out of any building activity, the making of any
material change in the use or appearance of any structure or land, or the dividing of
land into three (3) or more parcels and such other activities described in Sections
163.3221(4) and 380.04, Florida Statutes (2021).
"Development permit" 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.
"Effective Date" means the date of recordation of the executed, original version of
this Agreement.
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"Existing Zoning" is (a) Miami 21 Code, specifically including the Miami
Freedom Park SAP Regulating Plan (the "Regulating Plan"), attached hereto and
incorporated herein as Exhibit "C". and Concept Book, and related modifications
to the Transect designations of properties within the SAP Area; and (b) the
provisions of the City Charter and Code which regulate development, as amended
through the Effective Date.
"Impact Fees" shall mean a fee imposed by any local government or agency based
upon the new development's proportionate share of the average cost of new
development including impact fees imposed by Miami -Dade County, the City of
Miami, and the Miami -Dade County Public Schools System.
"Land" means the earth, water, and air, above, below, or on the surface and
includes any improvements or structures customarily regarded as land.
"Land Development Regulations" shall be as defined in Chapter 62, Section 62-11
of the City Code of Ordinances and includes the City's Comprehensive Plan
regulations and Miami 21, as may be amended and provided herein.
"Miami 21" also known as the Miami 21 Code means City Ordinance 13114 as
amended, as amended through the Effective Date, which is the Zoning Ordinance of
the City of Miami.
"Laws" means all ordinances, resolutions, regulations, comprehensive plans, land
development regulations, and rules adopted by a local government affecting the
development of land.
"Phased Project" means a project(s) which, due to its magnitude, is to be
developed in multiple phases. Such phased project shall propose more than 25,000
square feet of gross floor area. The project may occupy contiguous lands, separated
only by streets or alleys. The project may be developed under a single building
permit or multiple building permits. This definition supersedes the Phased Project
definition as provided in Chapter 55, Section 55-1 of the City Code.
"Property Interest" means any interest or rights in real property or appurtenances
of the Property, including but not limited to, fee simple, leasehold, master
covenants, condominium, transferable development rights or air rights, easements,
and licenses, however acquired, including any interests or rights in real property
acquired through ground lease(s) in an arm's length conveyance, foreclosure, deed
in lieu of foreclosure, or any other realization on a security interest in real property.
"Public Facilities" means major capital improvements, including, but not limited
to, transportation, sanitary sewer, solid waste, drainage, potable water, educational,
parks and recreational, streets, parking and health systems and facilities.
"Public Park" means the new fifty-eight (58) acre public park.
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"Retail Specialty Center" means the area consisting of all properties within the
CS Zones.
"SAP Area" means the lots and properties which comprise the Miami Freedom
Park SAP as depicted on the boundary map and legal descriptions attached as
Exhibit "A".
"Special Area Plan" or "SAP" refers to the Miami Freedom Park Special Area
Plan, including the Regulating Plan and Concept Book.
"Sports Retail Specialty Center" means the area consisting of all properties
within the Cl Zone.
"Vacation and Closure Notice" means that notice, recorded in the Public Records
of Miami -Dade County by the City upon all conditions precedent being fulfilled by
this Agreement, evidencing the same and providing for the final vacation and
closure of the ROWS, in substantially the attached form as shown in Exhibit "U.
"Zone, Cl" refers to that portion of the Leased Property zoned Cl as described in the
Concept Book.
"Zone, CS" refers to that portion of the Leased Property zoned CS as described in
the Concept Book.
"Zone, T6-8" refers to that portion of the Leased Property zoned T6-8 as described
in the Concept Book.
4. Purpose. The purpose of this Agreement is for the City to authorize the Developer to
redevelop the Leased Property pursuant to the Miami Freedom Park SAP. This
Agreement will establish, as of the Effective Date, the land development regulations
that will govern the development of the Leased Property, thereby providing the
Developer with additional certainty during the development process. This
Agreement satisfies the requirements of Section 3.9.1(f), Miami 21.
Intent. The Developer and the City intend for this Agreement to be construed and
implemented so as to effectuate the purpose of the Regulating Plan and Concept
Book, this Development Agreement, the Comprehensive Plan, Miami 21, the City
Charter, the City Code, and the Florida Local Government Development Agreement
Act, Sections 163.3220 - 163.3243, Florida Statutes (2021), all of which are
applicable to this Agreement.
6. Legal Description of Land, Names of Legal Owners, Applicability. This
Agreement only applies to the SAP Area, as identified and legally described in
Exhibit "A". The City is the equitable owner of the Leased Property. The Leased
Property's legal descriptions is detailed in Exhibit "A".
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7. Term of Agreement, Effective Date and Binding Effect. This Agreement shall
have a term of thirty (30) years from the Effective Date and shall be recorded in the
public records of Miami -Dade County and filed with the City Clerk. The term of this
Agreement may be extended by mutual, written consent of the Parties subject to
public hearing(s), pursuant to Section 163.3225, Florida Statutes (2021). The
Developer shall bear the advertising and related noticing costs of such public
hearing(s). This Agreement shall become effective on the Effective Date and shall
constitute a covenant running with the land that shall be binding upon, and inure to
the benefit of the Parties, their successors, assigns, heirs, legal representatives, and
personal representatives. This Agreement serves to establish all conditions, terms,
restrictions, or other requirements determined to be necessary by the City for the
public health, safety, or welfare of its citizens.
8. Zoning Permitted Development Uses, Building Densities and Intensities.
(a) Miami Freedom Park SAP Designation. The City has designated the Property
as "Miami Freedom Park SAP" on the official Zoning Atlas of the City,
pursuant to the applicable procedures in Miami 21. The Regulating Plan and
Concept Book provide for any deviations from the underlying regulations of
Miami 21. In approving the Miami Freedom Park SAP, the City has determined
that the uses, intensities and densities of development permitted thereunder are
consistent with the Comprehensive Plan and the proposed CS / Cl / T6-8-0
Zoning. Deviations to the regulations in the City Code are articulated further in
this Agreement, signage shall be approved in accordance with the Regulating
Plan.
(b) Density, Intensity, Uses and Building Heights.
As of the Effective Date and pursuant to the Miami Freedom Park
SAP, the population densities and building intensities proposed for
the SAP are permitted by the Existing Zoning and are consistent
with the Comprehensive Plan.
ii. As of the Effective Date and pursuant to the Miami Freedom Park
SAP, the Uses proposed for the SAP are permitted by the Existing
Zoning and are consistent with the Comprehensive Plan.
iii. As of the Effective Date and pursuant to the Miami Freedom Park
SAP, the Heights proposed for the SAP are permitted by the
Existing Zoning and are consistent with Miami 21 and the densities
are consistent with the presently adopted Miami Comprehensive
Neighborhood Plan (the "Comprehensive Plan").
iv. Nothing herein shall prohibit the Developer from requesting a
change of zoning, pursuant to Article 7 of Miami 21, to increase
the density or intensity of development permitted by the Existing
Zoning.
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9. Prohibition on Downzonin2.
(a) The Comprehensive Plan, this Agreement, and the Miami Freedom Park SAP
shall govern development of the SAP Area for the duration of the Agreement.
The City's Laws and policies adopted after the Effective Date may be applied to
the SAP Area only if the determinations required by Section 163.3233(2),
Florida Statutes (2021) have been made after thirty (30) days written notice to
the Developer and after a public hearing or as otherwise provided herein.
(b) Pursuant to Section 163.3245(3), Florida Statutes (2021), this prohibition on
downzoning supplements, rather than supplants, any rights that may vest to the
Developer under Florida or Federal law. As a result, the Developer reserves the
right to challenge any subsequently adopted changes to land development
regulations which are in derogation of this Agreement on (a) common law
principles including, but not limited to, equitable estoppel and vested rights, or
(b) statutory rights which may accrue by virtue of Chapter 70, Florida Statutes
(2021). The City reserves all of its defenses, immunities and any claims it may
have in response to the right to challenge changes in the land development
regulations.
10. Public Facilities. In the event that the Existing Zoning or the Comprehensive Plan
requires the Developer to provide additional Public Facilities to address any
deficiencies in levels of service at the time of obtaining the required building permits,
the Developer will provide such Public Facilities consistent with the timing
requirements of Section 163.3180, Florida Statutes (2021).
11. Reservation of Land Dedicated for Public Purposes. As proposed in the Concept
Book, a minimum of five percent (5%) of the Leased Property is reserved as land
dedicated for a public purpose as a Civic Space Type as detailed in Section 3.9.1(e)
of Miami 21.
12. Future Development Review. Future development within the SAP Area shall
proceed pursuant to the process established in the Regulating Plan and Concept
Book. The criteria to be used in determining whether future development shall be
approved are consistency with the Comprehensive Plan, Miami 21, this Agreement,
and consistency with the Miami Freedom Park SAP, as applicable.
13. Environmental Resource Review. The City finds that the new tree canopy to be
installed at the Leased Property and Public Park will confer a significant net
improvement upon the publicly accessible tree canopy in the area by providing trees
as depicted in the Concept Book. Notwithstanding the provisions of Chapter 17,
Section 17-6 of the City Code, due to the known contamination located at the Overall
Property, the City and the Developer agree that no mitigation shall be required for
any onsite trees removed during the environmental remediation of the Overall
Property or trees removed during the construction of any improvements upon the
Overall Property.
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(a) Leased Property and Public Park tree installation, maintenance and guarantee.
For all trees placed within the Leased Property and Public Park, the Developer
shall install any needed irrigation and corresponding water meters to support
the growth and viability of trees located within the right-of-way. The Developer
shall agree to water, trim, root, prune, brace, or undertake any other necessary
maintenance as may be required for trees located within the Leased Property in
accordance with the regulations provided by Miami -Dade County DERM.
(b) Tree installation. The Developer shall install trees opportunistically within the
street corridors as depicted in the Concept Book, subject to approval by the
City's Public Works, Planning and/or Environmental Resources Departments,
and Miami -Dade County DERM.
14. Public Benefits.
(a) The Developer is providing those public benefits as detailed in the Lease
Agreements.
i. Park Fund Contribution: Pursuant to Section 3.4 of the
Construction Administration Agreement, Developer will make
certain contributions for the acquisition and improvements to City
parks.
ii. Baywalk Contribution: Pursuant to Section 3.4(B) of the
Construction Administration Agreement, Developer will make
certain contributions for the benefit of the City's Baywalk-Riverwalk
Proj ects.
iii. Public Park Development: Pursuant to Section 2.1 of the
Construction Administration Agreement, Developer will deliver to
the City a public park within the Overall Property with such
improvements as set forth in Exhibit D of the Construction
Administration Agreement.
iv. Living Wage: Pursuant to Article 12 of the Construction
Administration Agreement and Article 27 of the Lease Agreements,
the Developer will provide a living wage for its on -site employees
and establish other programs related thereto.
V. Responsible Wages: Pursuant to Section 11.2 of the Construction
Administration Agreement, Developer will pay responsible wages
for laborers and mechanics performing work on the Stadium.
vi. Union Labor: Pursuant to Section 12.4 of the Construction
Administration Agreement, Developer will use good faith efforts to
have twenty percent (20%) of the construction labor force, including
electrical workers, comprising of union employees.
vii. Hiring Preferences: Pursuant to Section 11.3 of the Construction
Administration Agreement, Developer will include in its prime
construction contracts requirements providing for hiring preferences
for City residents and, subsequently, Miami -Dade County residents.
viii. Ex -Felon Outreach: Pursuant to Section 26.2 of the Lease
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Agreements, Developer will establish programs to promote the
employment of ex -felons within the Project.
ix. District 5 Participation: Pursuant to Section 26.3 of the Lease
Agreements, Developer will establish programs to include
individuals residing within the boundaries of District 5 of the City
Commission within the retail and concession areas located within the
Proj ect.
x. Soccer Programs: Pursuant to Section 2.5 of the Construction
Administration Agreement, Developer will establish programs to
encourage participation of women in soccer and make available the
"Sports Fields" (as defined in the Construction Administration
Agreement) free of charge to residents of the City that are sixteen
(16) years or younger (subject to the limitations set forth therein).
15. Subdivision. Pursuant to Section 55-10(f) of the City Code, a permit may be issued
for the construction by the City, its agent or lessee on City -owned land -- platted,
including divided portions of platted Lots, or unplatted -- of a structure or other
on -site improvements. In the event that the Leased Property is required to replat for
any reason, a Phased Project, as defined herein, shall be permitted to obtain a
Temporary Certificate of Occupancy (a "TCO") or Certificate of Occupancy (a
"CO") prior to the completion of subdivision improvements required pursuant to any
re -platting of the Leased Property.
16. Street Closure and Vacation. An element to the development of the southern
portion of the SAP Area and the Public Park is the vacation and closure of certain
platted but unimproved rights of way as depicted in the Lejeune Garden Estates
Section 4 Plat (the "Plat") as recorded in Official Plat Book 44 at Page 23 of the
Public Records of Miami -Dade County, Florida. A legal description of the special
rights of way to be closed, vacated, and discontinued from public use (the "ROWs")
is attached as Exhibit D. The ROWS, though depicted on the Plat, are not, and have
never been, improved and the existing golf course currently encroaches over the
entirety of the ROWs.
(a) Findings Related to the ROWs. Notwithstanding Section 55-15(c) of the City
Code, the City makes the following findings of fact related to the closure,
vacation, and abandonment of the ROWS:
i. It is in the public interest because it will result in the creation of the
Public Park and the ROWS were never improved.
ii. The general public and public service vehicles do not use the
ROWS, as they were never improved, and improved access will be
created by the vacation and closure of the ROWS.
iii. There would be no adverse effect on the ability to provide
emergency services, as the ROWS do not provide any access for
any emergency services.
iv. The vacation and closure of the ROWS will have a beneficial effect
on pedestrian and vehicular circulation because the Public Park
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will provide pedestrian and vehicular access that does not currently
exist.
(b) Closure and Vacation. In accordance with Section 54-4(c) of the City Code,
the closure, vacation, and abandonment of the ROWS shall not in any manner
affect utility equipment or services already installed in the ROWs, or the right
to thereafter maintain and operate the equipment and services in the ROWS
during the term of the franchise under which the equipment and services were
installed therein provided that nothing herein shall preclude any of the Parties
from subsequently pursuing removal of equipment, if any, in accordance with
applicable law. The respective Parties, if such satisfactory removal
arrangements are not made with utilities with facilities in the ROWs, shall
convey easements to utilities, prior to the final vacation and closure of the
ROWS, in order to ensure continued use by any utility with facilities therein,
provided however that this shall not be construed as a duty on any party to
remove or relocate utility facilities located on its respective properties.
(c) Vacation and Closure Notice. Within sixty (60) days of the Effective Date,
the City shall execute and record the Vacation and Closure Notice, a template
of which is attached as Exhibit "E". Upon recordation of the Vacation and
Closure Notice, the ROWs shall be deemed closed, vacated, and
discontinued, without requiring re -platting by the Parties, at which time the
City shall update its applicable records, including its Municipal Atlas Sheets
kept on file with the Department of Resilience and Public Works evidencing
the same.
17. Compliance with Fire/Life Safety Laws. The Developer shall at all times in the
development and operation of the Project comply with all applicable Fire laws,
ordinances and regulations including life safety codes to ensure the safety of all SAP
Area and City residents and guests. Specifically, and without limitation, the
Developer will install and construct all required fire safety equipment and water lines
with flow sufficient to contain all possible fire occurrences within the Leased
Property.
18. Alcoholic Beverage Sales; Retail Specialty Center Designation. Except as
otherwise set forth in or modified by this Section 18, alcoholic beverage sales within
the Leased Property shall be governed by Chapter 4 of the City Code, except as
modified herein. Pursuant to Chapter 4 of the City Code, a retail specialty center is
hereby designated for properties located within the Leased Property as follows:
i. The Retail Specialty Center
The maximum number of Alcohol Service Establishments (as defined in Miami 21)
permitted within the Retail Specialty Center shall not exceed seven (7)
establishments. Such Alcohol Service Establishments are exclusive of (i) Food
Service Establishments (as defined in Miami 21) where the sale of alcoholic
beverages is entirely incidental to and in conjunction with the principal sale of food
(e.g. bona fide, licensed restaurants or cafes operating with a 2-COP, 4-COP, SFS, or
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equivalent license) and (ii) other establishments with an alcoholic beverage license
which are otherwise exempt from distance separation requirements under Section 4-4
of the City code (e.g. bona fide, licensed hotels operating with a 4-COP S or
equivalent license).
ii. The Sports Specialty Center
The maximum number of Alcohol Service Establishments (as defined in Miami 21)
permitted within the Sports Specialty Center shall not exceed five (5) establishments.
Such Alcohol Service Establishments are exclusive of (i) Food Service
Establishments (as defined in Miami 21) where the sale of alcoholic beverages is
entirely incidental to and in conjunction with the principal sale of food (e.g. bona
fide, licensed restaurants or cafes operating with a 2-COP, 4-COP, SFS, or equivalent
license) and (ii) other establishments with an alcoholic beverage license which are
otherwise exempt from distance separation requirements under Section 4-4 of the
City code (e.g. bona fide, licensed hotels operating with a 4-COP S or equivalent
license).
Notwithstanding anything to the contrary contained in Chapter 4 of the City Code
(including Sections 4-4 and 4-7 thereof) or in Miami 21, the City and the Developer
hereby acknowledge and agree that, within the SAP Area, (i) Alcohol Service
Establishments, (ii) Food Service Establishments and (iii) other establishments with
an alcoholic beverage license which are not otherwise exempt from distance
separation requirements under Section 4-4 of the City Code shall each be permitted
By Right (as defined in Miami 21), in accordance with Article 4, Table 3 and Article
6, Table 13 of the Regulating Plan, and shall not require any specific administrative
or public hearing approval (i.e., no Warrant or Exception under Miami 21 or Chapter
4 of the City Code) for the commencement or continuation of such establishment or
use. In addition, all restrictions contained in Chapter 4 of the City Code or in Miami
21 relating to the maximum number or location of Alcohol Service Establishments,
including without limitation, required distances from churches, residential districts,
schools and other Alcohol Service Establishments, whether within or outside the
SAP Area, shall not be applicable to any Alcohol Service Establishment within the
Leased Property.
In addition, notwithstanding anything to the contrary contained in Chapter 4 of the
City Code (including Section 4-3 thereof), the City and the Developer hereby further
agree that the permissible operating hours for alcohol sales at Alcohol Service
Establishments and Food Service Establishments within the Leased Property shall be
as follows: (i) for consumption on the premises, Monday - Sunday between the hours
of 11:00 a.m. - 3:00 a.m., but with one (1) Alcohol Service Establishment within the
Retail Specialty Center and one (1) Alcohol Service Establishment within the Sports
Specialty Center are eligible to operate between the hours of 11:00 a.m. - 5:00 a.m.;
provided, however, an extension of operations to 5:00 am for additional Alcohol
Service Establishments may be permitted by Exception granted by the City's
Planning, Zoning and Appeals Board; and (ii) for consumption off the premises,
Monday - Saturday between the hours of 9:00 a.m. - 12:00 a.m. and Sunday between
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the hours of 9:00 a.m. - 7:00 p.m.
19. Temporary/Special Events. All temporary events and special events associated
with ticketed events occurring within the Stadium and related events are permitted by
Right without limitation to the number of events per year or the duration of such
temporary or special events. For all temporary events (as defined at Section 62-521
of the City Code) and special events (as defined at Section 54-1 of the City Code), not
associated with such ticketed events, the Developer, or its designee, shall submit a
temporary and/or special event application, as applicable, for review to the
appropriate City department and the Neighborhood Enhancement Team (NET) office
servicing the Leased Property no less than ten (10) business days prior to the date of
the event. There shall be no limit on the number of temporary or special events
permitted within the Leased Property. The City hereby agrees to prioritize, and
diligently and in an expedited procedure complete, its review of the application to
ensure coordination of needed City services and avoid possible adverse impacts of
the event.
20. Food Trucks. Food trucks, as defined in Section 35-51 of the City Code, shall be
permitted by Right within the Leased Property, with no limitation on the number of
Food Trucks, subject only to the restrictions contained within Section
35-51(c)(1)(a-e).
21. Local Development Permits. The Project may require additional permits or
approvals from the City and any division thereof. Subject to required legal process
and approvals, the City shall make a good faith effort to take all reasonable steps to
cooperate with and facilitate all such approvals. Such approvals include, without
limitation, the following approvals and permits and any successor or analogous
approvals and permits:
(a) Waiver(s), Warrant(s), Exception(s), Variances, or SAP Permits;
(b) Subdivision plat and/or waiver of plat approvals;
(c) Public Works approvals;
(d) Stormwater permits;
(e) Street Vacations and Closures;
(f) Covenant or Unity of Title acceptance and the release of any existing Unities,
Covenants or Declarations of Restrictions;
(g) Paving and Drainage Plans and Permits;
(h) Tree Removal and Installation Permits;
(i) Demolition Permits;
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Miami Freedom Park SAP
Development Agreement
0) Environmental Resource Permits;
(k) Miami -Dade (and if applicable, City) Traffic approvals;
(1) Water and Sanitary Sewage Agreement(s);
(m) Miami -Dade County DERM approvals;
(n) Federal Aviation Administration and Miami -Dade Aviation Department
determination(s) and approval(s);
(o) Right of Way Encroachment permits or licenses;
(p) Miami Parking Authority approvals, if applicable;
(q) Any other official action of the City or other government agency having the
effect of permitting development within the SAP Area;
(r) Building permits, including any associated phased permit;
(s) Certificates of use and/or occupancy;
(t) Sign permits;
(u) Temporary Use and Special Event permits; and
(v) Any other official action of the City, County, or any other government agency
having the effect of permitting /regulating development of the SAP Area.
In the event that the City substantially modifies its land development regulations
regarding site plan approval procedures, authority to approve any site plan for a project
in the Leased Property shall be vested solely in the City Manager, with the prior,
written recommendation of the Planning Director and Zoning Administrator. Any such
site plan shall be approved if it meets the requirements and criteria of the Existing
Zoning, the Comprehensive Plan and the terms of this Agreement.
22. Necessity of Complying with Regulations Relative to Development Permits. The
Developer and the City agree that the failure of this Agreement to address a 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.
Pursuant to Section 163.3241, Florida Statutes (2021), if state or federal laws are
enacted after the execution of this development agreement which are applicable to
and preclude the parties' compliance with the terms of this development agreement,
this Agreement shall be modified or revoked as is necessary to comply with the
relevant state or federal laws.
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23. Consistency with Comprehensive Plan and Land Development Regulations. The
City finds that development of the SAP Area is in conformity with the Existing
Zoning and is consistent with the Comprehensive Plan and Land Development
Regulations. The City finds that through the companion rezonings of approximately
XXX acres of land to CS, the Lessee has satisfied the No Net Loss requirements
contained in the Comprehensive Plan.
24. Phased Development. The Developer and the City agree that the Project may be
developed by multiple parties in multiple phases over the life of the Project and is
designated as a Phased Project, as defined herein.
25. Construction Noise Waiver. Due to the Leased Property's location and other
logistical requirements, the City agrees that the Lessee is granted a construction noise
waiver for the term of this Agreement and is permitted to work between the hours of
6:00 PM and 8:00 AM the following day, on weekdays, or at any time on Sundays or
Holidays.
26. Cooperation, Expedited Permitting and Time is of the Essence. The Parties agree
to cooperate with each other to the full extent practicable pursuant to the terms and
conditions of this Agreement. Exhibit "F", attached hereto, establishes the expedited
permitting timelines agreed to by the Parties. The Parties agree that time is of the
essence in all aspects of their respective and mutual responsibilities pursuant to this
Agreement. The City shall use its best efforts to expedite the permitting and approval
process in an effort to assist the Developer in achieving its development and
construction milestones. The City will accommodate requests from the Developer's
general contractor and subcontractors for review of phased or multiple permitting
packages, such as those for excavation, site work and foundations, building shell,
core, and interiors. In addition, the City will designate an individual within the City
Manager's office who will have a primary (though not exclusive) duty to serve as the
City's point of contact and liaison with the Developer in order to facilitate expediting
the processing and issuance of all permit and license applications and approvals
across all of the various departments and offices of the City which have the authority
or right to review and approve all applications for such permits and licenses.
Notwithstanding the foregoing, the City shall not be obligated to issue development
permits to the extent the Developer does not comply with the applicable requirements
of the Existing Zoning, the Comprehensive Plan, this Agreement and applicable
building codes.
27. Si2na2e. Consistent with the signage provisions contained in the Lease Agreements,
the Project will need to comply with all applicable Federal, State, County and City
signage codes, rules, laws, orders, regulations, statutes, or ordinances. Permitted
signage will accomplish the following goals: (i) moving pedestrians and vehicle
traffic throughout the Property safely and efficiently; (ii) promoting safe and efficient
pedestrian traffic within the Property; and (iii) properly identifying the Project. The
Signage Program will include, but is not limited to, the following sign types: wall,
window, projecting, hanging, awning, monument, menu board, Dynamic, Painted
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Miami Freedom Park SAP
Development Agreement
Roof Sign, and/or stadium directional signs, as provided for in the City Code,
Regulating Plan, land development regulations, as legally authorized and provided
herein. To the extent the City adopts more favorable signage regulations than those
currently existing as of the Effective Date of this Agreement, the Leased Property
shall be the beneficiary of the most favorable applicable signage regulations.
a. Pursuant to Article 2, Section 2-779(a), the Leased Property is eligible to
obtain permit(s) for the erection of outdoor advertising signs on a building located on
the City owned Leased Property and operated by the Lessee, subject to the provisions
therein.
b. All banners for temporary events and special events associated with
ticketed events occurring within the Stadium and related events are permitted by
Right and are not subject to the limitations of Chapter 62, Division 8 of the City
Code.
C. Pursuant to Chapter 62, Section 62-618.5 of the City Code, the Leased
Property is eligible to receive a relocated digital or static Billboard, subject to the
limiting provisions contained therein.
28. Reservation of Development Rights.
(a) For the term of this Agreement, the City hereby agrees that it shall permit the
development of the Property in accordance with the Existing Zoning within the
SAP, the Comprehensive Plan, Regulating Plan, Concept Book, and this
Agreement.
(b) Nothing herein shall prohibit an increase in the density or intensity of development
permitted on the Property in a manner consistent with (1) the Existing Zoning
and/or the Comprehensive Plan, (2) any zoning change subsequently requested or
initiated by the Developer in accordance with applicable provisions of law or (3)
any zoning change subsequently enacted by the City.
(c) The expiration or termination of this Agreement shall not be considered a waiver
of, or limitation upon, the rights, including, but not limited to, any claims of
vested rights or equitable estoppel, obtained or held by the Developer or its
successors or, assigns to continued development of the Property in conformity
with the Existing Zoning and all prior and subsequent approved development
permits or development orders granted by the City. The City reserves its
immunities, defenses and any claims it has as to vested rights or equitable estoppel.
29. Annual Review.
(a) The Developer shall provide the City on an annual basis a status of the
Project in order for the City to conduct an annual review of the Development. This
requirement shall commence twelve (12) months after the Effective Date and shall
continue throughout the term.
(b) During its annual review, the City may ask for additional information not
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Miami Freedom Park SAP
Development Agreement
provided by the Developer. Any additional information required of the Developer
during an annual review shall be limited to that necessary to determine the extent to
which the Developer is proceeding in good faith to comply with the terms of this
Agreement.
(c) Subject to the applicable terms and provisions of this Agreement, if the City finds
on the basis of competent substantial evidence that the Developer intentionally,
willfully or negligently failed to substantially comply with the terms, obligations,
or conditions of this Agreement, the City may terminate or amend this Agreement
after providing thirty (30) days written notice to the Developer unless cured by the
Developer prior to the expiration of such thirty(30) day period; provided, however,
that if such failure cannot reasonably be cured within thirty (30) days, the
Developer shall not be in default if it measurably commences to cure such breach
within such thirty (30) day period and diligently pursues the cure to completion.
Any termination or modification of this Agreement shall not become effective
until the City Commission approves same after holding two (2) duly noticed public
hearings.
30. 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
3500 Pan American Drive
Miami, FL 33133
With copies to:
City Attorney
Miami Riverside Center
444 S.W. 2nd Ave., 9th Floor
Miami, FL 33130
Department of Planning
Miami Riverside Center
444 S.W. 2nd Ave., 9th Floor
Miami, FL 33130
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Department of Transportation
Miami Riverside Center
444 S.W. 2nd Ave., 9th Floor
Miami, FL 33130
To the Developer:
Miami Freedom Park, LLC
c/o Pablo Alvarez, Esq.
800 Douglas Road, 12th Floor
Coral Gables, FL 33134
With copies to:
Greenberg Traurig, P.A.
Attn: Iris V. Escarra, Esq.
333 SE 2nd Avenue, Suite 4400
Miami, FL 33131
Any Party to this Agreement may change its notification address(es) by providing written
notification to the remaining parties pursuant to the terms and conditions of this section.
31. Enforcement. The City, its successor or assigns, and the 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. The prevailing party in the action or suit shall be entitled to
recover, in addition to costs and disbursements allowed by law. Each parry shall bear
its own respective attorney's fees.
32. Modification. In accordance with the Concept Book and development plans, the
Project will be developed in multiple phases. This Agreement may be modified,
amended or released as to any phase, or any portion thereof, by a written instrument
executed by the then, owner(s) and/or leaseholder(s) of such phase provided that the
same is also approved by the City Commission at two (2) publicly noticed hearings.
Any application related to a particular phase, or any portion thereof, shall only
require the consent, acknowledgment and/or joinder of the then owner(s) of such
phase. In the event that there is a recorded homeowner, master, condominium
and/or other association covering the property, any phase or any portion thereof,
said association may (in lieu of the signature or consent of the individual members or
owners), on behalf of its members and in accordance with its articles of
incorporation and bylaws, consent to any proposed modification, amendment, or
release by a written instrument executed by the association. Any consent made
pursuant to a vote of an association shall be evidenced by a written resolution of the
association and a certification executed by the secretary of the association's board of
directors affirming that the vote complied with the articles of incorporation and the
bylaws of the association. For purposes of this Agreement, references to
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Miami Freedom Park SAP
Development Agreement
"condominium association" or "association" shall mean any condominium or other
association or entity, including master association, as applicable, which governs any
portion of the Property.
33. Authorization to Withhold Permits and Inspections. In the event the Developer is
obligated to make payments or material improvements under the terms of this
Agreement or to take or refrain from taking any other action under this Agreement,
and such obligations are not performed as required, in addition to any other remedies
available, the City is hereby authorized to withhold any further permits, and refuse
any inspections or grant any approvals until such time this Agreement is complied
with.
34. Exclusive Venue, Choice of Law, Specific Performance. It is mutually understood
and agreed by the parties hereto, that this Agreement shall be governed by the laws of
the State 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 lie
exclusively in a court of competent jurisdiction in the County_ In addition to any
other legal rights, the City and the Developer shall each have the right to specific
performance of this Agreement in court. Each party shall bear its own attorney's fees.
Each parry 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.
35. Severability. Invalidation of any of these covenants, by judgment of court of
competent jurisdiction in any action initiated by a third party, in no way shall affect
any of the other provisions of this Agreement, which shall remain in full force and
effect.
36. No Oral Change or Termination. This Agreement and the exhibits and
attachments constitute the entire agreement between the Parties with respect to the
components of the Miami Freedom Park SAP discussed herein. This Agreement
supersedes any prior agreements or understandings between the Parties with respect
to the subject matter hereof. 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 and after two (2) public hearings before the City
Commission. This Agreement cannot be changed or terminated orally.
37. Compliance with Applicable Law. Subject to the terms and conditions of this
Agreement, throughout the term of this Agreement, the Developer shall comply with
all applicable federal, state, and local laws, rules, regulations, codes, ordinances,
resolutions, administrative orders, permits, policies and procedures, and orders that
govern or relate to the respective Party's obligations and performance under this
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Miami Freedom Park SAP
Development Agreement
Agreement in all material respects, all as they may be amended from time to time.
38. 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 allow by law.
39. Representations; Representatives. Each Party represents to the other that this
Agreement has been duly authorized, delivered, and executed by such Party with the
legal authority to do so and therefore this Agreement constitutes the legal, valid, and
binding obligation of such party, enforceable in accordance with its terms.
40. No Exclusive Remedies. No remedy or election given by any provision in this
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 at law or equity arising from such
event of default (other than any remedy which may be available at law or in equity
which permits the termination of this Agreement), except where otherwise expressly
provided.
41. Events of Default.
(a) The Developer shall be in default under this Agreement if any of the following
events occur and continue beyond the applicable grace period: the Developer fails
to perform or breaches any material term(s), covenant(s), or condition(s) of this
Agreement, which breach 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 the 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.
(b) The City shall be in default under this Agreement if the City fails to perform or
breaches any material term(s), covenant(s), or condition(s) of this Agreement and
such failure is not cured within thirty (30) days after receipt of written notice from
the 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.
(c) It shall not be a default under this Agreement if either party is declared bankrupt by
a court of competent jurisdiction. All rights and obligations in this Agreement shall
survive such bankruptcy of any party. The Parties hereby forfeit any right to
terminate this Agreement upon the bankruptcy of the other party.
(d) Notwithstanding the foregoing or anything contained in this Agreement to the
contrary, providing the Miami City Commission has approved an Assignment of
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Miami Freedom Park SAP
Development Agreement
this Agreement following a public hearing noticed at the cost of a Developer (i) a
default by any successor(s) or assignee(s) of the Developer of any portion of this
Agreement shall not be deemed to be a breach by (A) the Developer, or (B) any
other successor or assignee of the Developer; and (ii) a default by the Developer
under this Agreement shall not be deemed to be a breach by any successor(s) or
assignee(s) of the Developer of their respective rights, duties, or obligations under
this Agreement. For purposes of clarity, the Project may be developed by multiple
parties in multiple phases over the next several years. Any actual or alleged default
by a developer of a portion(s) or phase(s) of the Project, including, but not limited
to, the Developer, shall not cause, nor be treated, deemed, or construed as a default
by another developer or Party with respect to any other portion(s), phase(s), or
component(s) of the Project.
42. Remedies Upon Default.
(a) Neither party may terminate this Agreement upon the default of the other party, but
shall have all of the remedies enumerated herein. Nevertheless, the parties reserve
their right to request that a court declare this Agreement rescinded or terminated
due to a material breach which has not been cured.
(b) Upon the occurrence of a default by a party to this Agreement not cured within the
applicable grace period, the Developer and the City agree that any party may seek
specific performance of this Agreement, and that seeking specific performance
shall not waive any right of such parry to also seek monetary damages, injunctive
relief, or any other relief other than termination of this Agreement. The City hereby
acknowledges that any claim for damages under this Agreement is not limited by
sovereign immunity or similar limitation of liability.
43. Assignment or Transfer. This Agreement shall be binding on the Developer and its
heirs, successors, and assigns, including the successor to or assignee of any Property
Interest. The Developer, at its sole discretion, may assign, in whole or in part, this
Agreement including any of its rights and obligations hereunder, or may extend the
benefits of this Agreement, to any holder of a Property Interest without the prior
written consent or any other approval of the City. The City shall be notified in
writing within thirty (30) days after any assignment or transfer.
44. Obligations Surviving Termination Hereof. Notwithstanding and prevailing over
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 any 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 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.
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Miami Freedom Park SAP
Development Agreement
45. Lack of Agency Relationship. Nothing contained herein shall be construed as
establishing an agency relationship between the City and the Developer and neither
the 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 contractors,
agents, and employees shall not be deemed contractors, agents, or employees of the
Developer or its subsidiaries, divisions or affiliates.
46. Successor(s), Assigns, and Designees. The covenants and obligations set forth in
this Agreement shall extend to the Developer, its successor(s) and/or assigns.
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.
47. Third -Party Defense. The City and the Developer shall each, at their own cost and
expense, vigorously defend any claims, suits or demands brought against them by
third parties challenging the Agreement or the Project, or objecting to any aspect
thereof, including, without limitation, (i) a consistency challenge pursuant to Section
163.3215, Florida Statutes (2016), (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 the 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.
48. Amendment or Termination by Mutual Consent. This Agreement may not be
amended or terminated during its term except by mutual agreement of the Developer
and its successors and assigns, and the City in writing. Prior to amending or
terminating this Agreement, the City Commission shall hold two (2) duly noticed
public hearings
49. No Third -Party Beneficiary. No persons or entities other than the Developer and
the City, permitted successors and assigns, shall have any rights whatsoever under
this Agreement.
50. Recording. A fully executed original of this Agreement shall be recorded in the
public records of the County by the Developer, at the Developer's sole cost and
expense, within thirty (30) days after execution by all Parties. This Agreement shall
be recorded in the Public Records of Miami -Dade County, Florida at the Developer's
expense and shall inure to the benefit of the City. A copy of the recorded
Development Agreement shall be provided to the City Clerk and City Attorney
within two (2) weeks of recording.
51. No Conflict of Interest. The Developer agrees to comply with Section 2-612 of the
City Code as of the Effective Date, with respect to conflicts of interest and with the
State of Florida Ethics Code, and the Miami -Dade County Conflict of Interest and
Code of Ethics Ordinance.
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Miami Freedom Park SAP
Development Agreement
52. 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.
53. Estoppel Certificate. Upon request by the Developer, the City or its duly authorized
representative will deliver to the Developer, within thirty (30) days after such request
is made, a certificate in writing certifying (a) that this Agreement is unmodified and
in full force and effect (or if there have been any modifications, a description of such
modifications and confirmation that this Agreement as modified is in full force and
effect); (b) that to the best knowledge, information and belief of such the City, the
Developer is not, at that time, in default under any provision of this Agreement, or, if
in default, the nature thereof in detail; (c) to the best knowledge of the City, whether
Developer has a claim against the City under this Agreement, and, if so, the nature
thereof and the dollar amount of such claim; and (d) such other matters as such
Developer or its lender may reasonably request. Each Party further agrees that such
certificate shall be in a form reasonably acceptable to the City Attorney and may be
relied upon by (1) any prospective purchaser of the fee or mortgage or assignee of
any mortgage on the fee of the Leased Property or any portion thereof
NOW, WHEREOF, the City and the Developer have caused this Agreement to be duly
executed.
[Execution Pages for the City and the Developer Follow]
Witnesses:
Print Name:
Print Name:
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE)
Miami Freedom Park, LLC., a
Florida limited liability company
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of 2022, by
, as of Miami Freedom Park, LLC, a Florida limited
liability company. Personally Known or Produced Identification
23
Type of Identification Produced
CITY OF MIAMI, FLORIDA
ATTEST:
Arthur Noriega, City Manager
Todd B. Hannon, City Clerk
Miami Freedom Park SAP
Development Agreement
NOTARY SIGNATURE
Print or Stamp Name:
Notary Public, State of Florida
Commission No.: N/A
My Commission Expires:
APPROVED AS TO FORM AND CORRECTNESS:
Victoria Mendez, City Attorney
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Miami Freedom Park SAP
Development Agreement
Exhibit "A"
Legal Descriptions of Property
25
Miami Freedom Park SAP
Development Agreement
26
Miami Freedom Park SAP
Development Agreement
Exhibit `B"
Miami Freedom Park SAP Concept Book
27
Miami Freedom Park SAP
Development Agreement
Exhibit "C"
Miami Freedom Park SAP Re2ulatin2 Plan
Miami Freedom Park SAP
Development Agreement
EXHIBIT "D"
Legal Description of Rights of Way to be Closed and Vacated
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Miami Freedom Park SAP
Development Agreement
Exhibit "E"
Vacation and Closure Notice
This instrument was prepared by:
Victoria Mendez, City Attorney
Office of the City Attorney
444 SW 2nd Avenue, #945
Miami, Florida 33130
NOTICE OF FINAL VACATION AND CLOSURE OF PLATTED RIGHTS OF
WAY
WHEREAS, on , the , a
(" ") and the CITY OF MIAMI, FLORIDA, a municipal corporation and political
subdivision of the State of Florida ("City," and together with , collectively, the
"Parties"), entered into a Development Agreement pursuant to Sections 163.3220 through
163.3243, Fla. Stat., recorded on in Official Records Book ,
Page of the Public Records of Miami -Dade County, Florida with said Development
Agreement approved by the Miami City Commission on as Ordinance No.
(the "Development Agreement"); and
WHEREAS, the Development Agreement contemplated, after certain conditions
have been met by the Parties, that certain platted, but unimproved, rights of way within the
Miami Freedom Park SAP Area, as more particularly described in Exhibit "A" are to be
closed, vacated, and discontinued for public use; and
WHEREAS, all conditions precedent in the Development Agreement have been
fulfilled by the Parties.
NOW THEREFORE, the City hereby notifies any interested parties that the platted,
but unimproved, rights of way within the Miami Freedom Park SAP Area are closed and
vacated.
IN WITNESS WHEREOF, the undersigned has caused this Notice of Final Vacation
and Closure of Platted Rights of Way to be duly executed on this day of
20
[SIGNATURE PAGE TO FOLLOW]
all
Miami Freedom Park SAP
Development Agreement
CITY OF MIAMI:
IIn
IN
Victoria Mendez
City Attorney
Art Noriega
City Manager
STATE OF FLORIDA — COUNTY OF MIAMI-DADE
The foregoing was acknowledged before me this day of 20 , by Art
Noriega, in his capacity as City Manager of the City of Miami. He is personally known to me
or has produced
31
as identification.
Miami Freedom Park SAP
Development Agreement
Exhibit "F"
Expedited Permitting Timelines
(A) The City Manager, or his/her designee, shall, within 10 business days
following receipt of written request from Developer, or their designees, execute any
applications, forms or petitions necessary to modify, renew, or obtain any Permits, as may be
necessary from time to time, if written consent of the property owner is required by such
application, form or petition. The City shall act reasonably to expedite any application for
Permits requested or required in connection with the permitting and construction of the
Project to allow for the un-delayed completion of the Project.
(B) The City agrees to designate any building permit, Special Area Plan, SAP
Permit, or any other requested entitlement as a High Priority Project, with City review
subject to the timelines set forth below:
(i) Special Area Plan Permits (SAP Permits)
• The Zoning Administrator shall review each submitted SAP
Permit for completeness within seven (7) days of receipt;
• Each discipline required to review the SAP Permit shall
appoint a specified reviewer available to meet with the
Applicant and the City Manager's Office on a bi-weekly basis
to coordinate review and feedback of any SAP Permit review;
• For SAP Permits requiring CRC and UDRB review, the SAP
Permit shall be scheduled for CRC and UDRB for the month
following the submittal of the SAP Permit;
• If CRC and UDRB are not required, the Planning Director
shall issue an intended decision on the SAP Permit within
ninety (90) days of submittal of a complete SAP Permit
application
(ii) Warrants and Waivers
• Any required Warrants and/or Waivers shall be reviewed on
the same timeline as the SAP Permits described above;
• Each discipline required to review any Warrants and/or
Waivers shall appoint a specified reviewer available to meet
with the Applicant and the City Manager's Office on a
bi-weekly basis to coordinate review and feedback of any
Warrants and/or Waivers review;
(iii) Platting
• Notwithstanding the provision of City Code Section 55-10(f),
in the event the City determines that replatting of the subject
property is required, the review of the replatting shall be
subject to the following timeline:
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Miami Freedom Park SAP
Development Agreement
• City Staff shall schedule the tentative plat for review with the
Plat and Street Committee for the month following submittal
of the tentative plat;
• City Staff shall issue the Plat and Street Committee letter with
any required platting conditions within ten (10) working days
of the Plat and Street Committee meeting;
• City Staff shall issue the subdivision improvement
requirements letter within ten (10) working days of approval
of the tentative plat by the Plat and Street Committee,
• City Staff shall review the Subdivision Improvements Plan
within fifteen (15) days of submittal;
• If required, any street/alley vacation shall be submitted for
PZAB review within thirty (30) days of submittal of a
complete application and scheduled for City Commission
review within thirty (30) days of PZAB approval;
• City Staff shall schedule the final plat for City Commission
acceptance within thirty (30) days of submittal of the final
plat;
• Each discipline required to review the Plat shall appoint a
specified reviewer available to meet with the Applicant and
the City Manager's Office on a bi-weekly basis to coordinate
review and feedback of any Plat review.
(iv) General Permits/Entitlements
• Demolition Permits shall be reviewed within ten (10) working
days from submittal;
• Tree Removal/Relocation Permits shall be reviewed within
ten (10) working days from submittal;
• Temporary Use Permits shall be issued within thirty (30) days
of submittal of a completed application;
• Certificates of Use shall be issued within ten (10) working
days of submittal of a Certificate of Use application;
• City Staff shall review and approve any required Unity of
Title or Declaration of Restrictive Covenants in Lieu of Unity
of Title within thirty (30) days of submittal of an application.
• Any other permits, entitlements, or approvals required for the
development of the property not specifically described above
shall be reviewed and approved within thirty (30) working
days of the submittal of a completed package.
(C) The City agrees to review building permits relating to the Stadium
Development in accordance with the schedule set forth below, but the Package Review
Times shall not commence until the City shall have received a completed application form
33
Miami Freedom Park SAP
Development Agreement
for the relevant Permit and all plans, reports, information, exhibits or other documents
required to be submitted with such application. Within five (5) business days of receiving
any such Permit application, the City shall cause its building department to provide to
Developer, or its designee, in writing a specific list of any documents or other requirements
that are missing or otherwise required to complete the application.
• Each discipline required to review any submitted building permit shall appoint a
specified reviewer available to meet with the Applicant and the City Manager's
Office on a bi-weekly basis to coordinate review and feedback of any building permit
review;
• Foundation Permit Package
o City Staff shall review and approve any Foundation permits within twenty
(20) working days of submittal of a completed application;
• Superstructure and Roof Permit Package
o City Staff shall review and approve any Superstructure and Roof permits
within twenty (20) working days of submittal of a completed application;
• Enclosures, Interiors, and Finishes Package
o City Staff shall review and approve any Enclosures, Interiors, and Finishes
permits within thirty (30) working days of submittal of a completed
application;
• All Other Building Permits
City Staff shall review and approve all other buildings permits within thirty (30) working
days of submittal of a completed application
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