HomeMy WebLinkAboutExhibitThis instrument prepared by
Nathaly Simon
Miami -Dade County Public Schools
1450 NE 2 Avenue, Room 525
Miami, FL 33132
After Recording return to:
Ana R. Craft, Esquire
School Board Attorney's Office
1450 NE 2nd Avenue, #430
Miami, FL 33132
PUBLIC SCHOOL CONCURRENCY PROPORTIONATE SHARE
MITIGATION DEVELOPMENT AGREEMENT
THIS PUBLIC SCHOOL CONCURRENCY PROPORTIONATE SHARE MITIGATION
DEVELOPMENT AGREEMENT ("Agreement"), is made and entered this day of
, 2022, by and between THE SCHOOL BOARD OF MIAMI-DADE
COUNTY, FLORIDA, a body corporate and political, existing under the laws of the State of
Florida, hereinafter referred to as "School Board" or "School District," whose address is 1450 NE
Second Avenue, Miami, Florida 33132; THE CITY OF MIAMI, a municipal corporation of the
State of Florida, hereinafter referred to as "City", whose address is Miami Riverside Center, 444
SW 2nd Avenue, Miami, FL 33130; and CULMER HOLDINGS, LLC, a Florida limited liability
company, and CULMER APARTMENTS, LTD., a Florida limited partnership, whose address
is 161 NW 6 Street, Suite 1020, Miami, Florida 33136, both hereinafter referred as the "Applicant",
and MIAMI-DADE COUNTY, a political Subdivision of the State of Florida, whose address is
111 NW 1st Street, 29t' Floor, Miami, Florida 33218, and CITY OF MIAMI hereinafter both
referred to as "Property Owner". The School Board, City and Applicant or Property Owner are
sometimes referred to in this agreement as "Party", and collectively as the "Parties."
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RECITALS:
WHEREAS, the Property Owner is the fee simple owner of that certain tract of land
(consisting of, collectively, folio # 0101010102030) located in the City of Miami, (legally described
in Exhibit "A") and as further illustrated within a Sketch To Accompany A Legal Description,
certified to the School Board (Exhibit "B"), with both Exhibits attached hereto and incorporated
herein; and
WHEREAS, Culmer Holdings, LLC, a Florida limited liability company ("Holdings"), as
memorialized by that certain seventy-five (75) year Ground Lease dated September 7, 2020 between
Miami Dade County and Holdings, as assignee of Atlantic Pacific Communities, LLC., and Culmer
Apartments Ltd., a Florida limited partnership, ("Limited Partnership") as memorialized by that
certain Sublease Agreement dated August 7, 2021 between Holdings, as assignee of Atlantic Pacific
Communities, LLC, as Sublessor, and the Limited Partnership as the Sublessee, and the Applicants,
as Lessee and Sublessee with Property Owner for the purpose of developing the Property with no
more than 239 residential dwelling units, less 81 existing units, resulting in 158 net new units, have
submitted an application seeking approval to develop such residential dwelling units (the
"Development Proposal'); and
WHEREAS, the School Board and the City entered into that certain Amended and Restated
Interlocal Agreement for Public School Facility Planning in Miami -Dade County, dated December
13, 2007 (adopted and executed by the City on December 20, 2007) to implement public school
concurrency and to coordinate the approval of residential development with the provision of
adequate public school facilities ("ILA"), incorporated herein by reference; and
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WHEREAS, the Applicant has filed a Warrant Application with the City (PZ-21-10058
dated February 12, 2021) which requires School Facility Capacity availability for each student
generated by the Development Proposal at each of the three school levels (i.e. elementary, middle
and senior high school); and
WHEREAS, the Applicant hereby assumes all obligations and responsibilities under
this Agreement, including, but not limited to, making the Monetary Proportionate Share
Mitigation payment required herein, and the Property Owner does not assume any financial
responsibility under this Agreement; and
WHEREAS, the Parties agree that: (1) adequate School Facility Capacity is not available
for seven (7) elementary students generated by the proposed residential dwelling units, at the Level
of Service Standard within the Concurrency Service Area in which the Development Proposal is
located, to accommodate the anticipated number of public school students that the Development
Proposal will generate; (2) the needed School Facility Capacity for the applicable Concurrency
Service Area is not available in any contiguous Concurrency Service Areas within the same
Geographic Area; and (3) available School Facility Capacity will not be in place or under actual
construction within three (3) years after the approval of the Development Proposal; and
WHEREAS, the Parties agree that authorizing these new residential dwelling units will
result in a failure of the Level of Service Standard for School Facility Capacity in the applicable
Concurrency Service Area, or will exacerbate existing deficiencies in Level of Service Standards;
and
WHEREAS, the Parties agree that Public School Concurrency shall be satisfied by the
Applicant's and the Property Owner's execution of this legally binding Agreement and full
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compliance therewith, to provide mitigation proportionate to the demand for Public School Facilities
to be created by these new residential dwelling units; and
WHEREAS, the School Board, at its meeting of July 25, 2018 (Agenda Item F-1),
authorized entering into a Public School Concurrency Proportionate Share Mitigation Development
Agreement between the School Board, the City of Miami, and Art Plaza, LLC, a Florida Limited
Liability Company (hereinafter referred to as "Art Plaza"), which agreement is incorporated herein
by reference (the "Art Plaza Agreement"); and
WHEREAS, as a part of the Art Plaza Agreement, the School Board authorized the creation
and establishment of the Art Plaza Mitigation Bank, hereinafter referred to as "Mitigation Bank"
or "Mitigation Bank #2018-014"; and
WHEREAS, the Parties agree that the Applicant has selected as its Proportionate Share
Mitigation option, the purchase of seven (7) banked seats ("Monetary Proportionate Share
Mitigation") from Mitigation Bank 42018-014, subject to contingencies set forth below; and
WHEREAS, the Parties further agree that the Applicant shall pay the Monetary
Proportionate Share Mitigation funds as further required herein; and
WHEREAS, The School Board of Miami -Dade County, Florida, has authorized the
execution of this Agreement in accordance with Board Item , Board Action No. , at
its meeting of ; and
WHEREAS, the City of Miami Commission, at its meeting of December 13, 2007, duly
passed and adopted on that date, Resolution No. 07-0717, authorizing the execution of an Interlocal
Agreement for the implementation of school concurrency; and
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WHEREAS, the Interlocal Agreement establishes proportionate share mitigation; and
WHEREAS, the Applicant and the Property Owner have duly approved this Agreement, and
represented to the School Board and to the City; and
WHEREAS, the Applicant, Culmer Apartments, LTD (Limited Partnership), represents that
Kenneth Naylor as Vice President of APCHD MM II, Inc., a Delaware corporation (the "Manager"),
the Manager of Culmer Holdings, LLC (Holdings) and the Manager of APC Culmer Apartments,
LLC, a Florida limited liability company (the "General Partner"), the General Partner of the Limited
Partnership, has the authority to execute the Agreement on behalf of the Manager, Holdings, General
Partner and the Limited Partnership, is hereby fully authorized to execute this Agreement on behalf
of the Applicant; and
WHEREAS, the Property Owner represents that Miami -Dade County, a political
subdivision of the State of Florida, acting by its Chief Community Services Officer, Morris
Copeland, is hereby fully authorized to execute this Agreement on behalf of the Property Owner;
WHEREAS, the Property Owner represents that City of Miami, a political subdivision of
the State of Florida, acting by its City Manager, Arthur Noriega V., is hereby fully authorized to
execute this Agreement on behalf of the Property Owner;
NOW, THEREFORE, in Consideration of the Sum of Ten Dollars ($10.00), the mutual
covenants contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree
as follows:
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1. INCORPORATION OF RECITALS. The foregoing recitals are true and correct and are
hereby incorporated into this Agreement by this reference as if fully set forth herein.
2. DEFINITION OF MATERIAL TERMS. Any terms that are not defined herein are defined
as set forth in the ILA or in the Art Plaza Agreement. In the event of a conflict between the ILA, the
Art Plaza Agreement and this Agreement, the ILA shall control.
3. LEGALLY BINDING COMMITMENT. The Parties agree that this Agreement constitutes a
legally binding commitment by the Applicant to provide Monetary Proportionate Share Mitigation
for the Development Proposal for the Property sought to be approved by the City.
4. MONETARY PROPORTIONATE SHARE MITIGATION. The Parties agree that the
Applicant has elected to satisfy its Monetary Proportionate Share Mitigation requirement under this
Agreement through the purchase of available student stations from the Mitigation Bank ("Capacity
Credits" or "Banked Seats") by the Applicant and transfer thereto. The purchase price of the
Banked Seat(s) has been established at Twenty -Five Thousand Nine Hundred Sixty Dollars
($25,960) per seat. As such, the amount of the Monetary Proportionate Share Mitigation under this
option shall be One Hundred Eighty One Thousand Seven Hundred and Twenty Dollars ($181,720)
(i.e. 7 seats x 25,960 purchase price of a Banked Seat = Monetary Proportionate Share Mitigation
payment of $181,720).
A. Payment: The Parties to this Agreement covenant and agree that the Applicant will make
its Monetary Proportionate Share Mitigation payment to the School Board within thirty
(30) calendar days following the full and proper execution of this Agreement, unless
otherwise extended at the sole and absolute discretion of the School Board or designee
(defined hereinafter as Effective Date). Payment of the cost of the Banked Seats, in the
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amount of One Hundred Eighty One Thousand Seven Hundred and Twenty Dollars
($181,720), shall be by cashier check, wire transfer or any other method of payment
acceptable to the School Board's Office of Treasury Management ("Capacity Credits
Purchase Funds"). The Monetary Proportionate Share Mitigation payment shall be non-
refundable after issuance of the Finding, as defined under Section 413 hereof.
B. Issuance of Finding: Upon the full execution of this Agreement by all appropriate
Parties and receipt by the School District of the Capacity Credits Purchase Funds, and
transfer of Capacity Credits to the Applicant, the School District shall issue a Finding of
Available School Facility Capacity ("Finding") pursuant to the ILA. The duration and
effect of this Finding shall be in accordance with the ILA. However, in no event shall
this Finding, or any allocation of student seats based on this Finding ("School
Concurrency Allocation"), continue to be effective if the Applicant fails to perform
his/her/its obligations under this Agreement. Conversely, once Applicant has completely
performed its obligations under this Agreement, Applicant shall be entitled to rely on the
Finding and School Concurrency Allocation, subject to the terms and conditions stated
therein. In the event Applicant fails to pay the Monetary Proportionate Share Mitigation
Payment as provided for herein, the School District, at its sole option, may cancel this
Agreement and return the Capacity Credit to the Mitigation Bank. Issuance of a Finding
by the School District shall be a pre -condition to issuance of building permits by the City
for the subject Development Proposal. Furthermore, the Applicant must obtain the
Finding prior to issuance and recordation of the Design Review Final Order by the City.
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C. Educational Facilities Impact Fee Credit. As consideration for the Applicant's
Monetary Proportionate Share Mitigation specified herein, the Parties agree that the
School District shall provide a credit toward any Educational Facilities Impact Fee(s)
("Impact Fee(s)") imposed by Miami -Dade County Ordinance for construction of the
Development Proposal ("Impact Fee Credit"). The Impact Fee Credit for this
Development Proposal has been estimated at a not -to -exceed amount of One Hundred
Eleven Thousand Seven Hundred and Twenty Dollars ($111,720). The final Impact Fee
Credit amount shall be determined after the County provides the actual Impact Fee
amount, pursuant to the then current Miami -Dade County Educational Facilities Impact
Fee Ordinance (Chapter 33K, of Miami -Dade County Code of Ordinances), the Interlocal
Agreement Between Dade County and The School Board of Dade County, Florida,
relating to Educational Facilities Impact Fee Monies, and the Metropolitan Dade County
Educational Facilities Impact Fee Administrative Procedures Manual, as each may have
been amended or may be amended from time to time. The amount of the Impact Fee
Credit will not include any administrative or other fees which the County may impose as
part of its administrative process.
5. EFFECTIVE DATE. This Agreement shall take effect upon the last of the Parties signing this
Agreement, but in no event later than December 2, 2022 ("Effective Date"). Failure to deliver this
Agreement to the School Board executed by the Applicant and the Property Owner by September
16, 2022 and by the City by October 28, 2022 may, in the sole discretion of the School District,
result in the revocation of the Concurrency Determination issued by the School District on July 11,
2022, incorporated herein by reference.
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6. TERM. This Agreement shall expire upon the Parties' completion of their performance of all
obligations herein or within six (6) years from the Effective Date, whichever comes first.
7. STATUTORY COMPLIANCE. The Parties agree that this Agreement satisfies the
requirements for a binding Proportionate Share Mitigation agreement in Section 163.3180(6)(h)2,
Florida Statutes and as provided for in the ILA.
8. NOTICES AND DELIVERABLES.
A. All notices or communications and deliverables under this Agreement by any Party
to the others ("Notice") shall be sufficiently given or delivered if dispatched by (a)
certified U.S. mail, postage pre -paid, return receipt requested, (b) hand delivery, (c)
Federal Express or other comparable overnight mail service, (d) telephone facsimile
transmission with transmission receipt, or (e) electronic mail to the following
addresses, or as the same may be changed in writing from time to time. Whenever
any of the Parties desires to give Notice to the others, such Notice must be in writing,
addressed to the Party for whom it is intended at the place last specified. The place
for giving of Notice shall remain such until it is changed by written Notice in
compliance with the provisions of this paragraph. Until otherwise designated by
amendment to this Agreement, the Parties designate the following as the respective
places for giving Notice:
In the case of Notice or communication to the School Board:
The School Board of Miami -Dade County, Florida
c/o Superintendent of Schools
1450 NE Second Avenue, Room 912
Miami, Florida 33132
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With copies to:
Miami -Dade County Public Schools Facilities Planning
Attn: Design and Planning Officer
1450 NE 2 Avenue, Room 525
Miami, Florida 33132
Nsimonl(a,dadeschools.net; and concurrency@dadeschools.nett
The School Board of Miami -Dade County, Florida
c/o School Board Attorney
1450 NE 2 Avenue, Suite 400
Miami, Florida 33132
Walter.Harvey�a�dadeschools.net and Acraftkdadeschools.net
In the case of Notice or communication to the Applicant:
Culmer Holdings, LLC and Culmer Apartments, Ltd.
Kenneth Naylor, Secretary
161 NW 6 Street, Suite 1020,
Miami, Florida 3313
Phone: (305) 579-0784
na. lorkkculmer.com
Ethan Wasserman
Greenberg Traurig, P.A.
333 SE 2nd Avenue, 4400
Miami, FL 33131
Phone: 305-579-0784
Fax: 305-579-0717
Wassermanekgtlaw
In the case of Notice or communication to the City:
The City of Miami
Miami Riverside Center
444 SW 2 Avenue, 3rd Floor
Miami, FL 33130
Phone: 305-416-1445
Fax: 305-416-2156
STronekmiamigov.com
With a copy to:
Victoria Mendez, City Attorney
The City of Miami
Miami Riverside Center
444 SW 2 Avenue, 9 h Floor
Miami, FL 33130
Phone: 305-416-1832
Fax: 305-416-1801
VMendez@miamigov.com
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In the case of Notice or communication to the County:
Miami -Dade County
Attn: Mayor
111 NW lst Street
Miami, FL 33128
Phone: 305-375-5071
mayor@miamidade.gov
With copies to:
Miami -Dade Public Housing and Community Development Department
Attn: Director
701 NW 1st Court, 16th Floor
Miami, FL 33136
Phone: (786) 469-4106
mliu@miamidade.gov
Miami -Dade County Attorney's Office
Attn: Terrence A. Smith, Assistant County Attorney
111 NW 1st Street, Suite 2810
Miami, FL 33128
Phone: (305) 375-1322
Terrence.Smith@miamidade.gov
B For purposes of this Agreement, the Superintendent of Schools or his/her designee
shall be the Party designated by the School Board to grant or deny any and all approvals required
under this Agreement, including, without limitation, issuance of Reports and Releases, and placing
the Applicant in default, as provided herein.
C. Except as otherwise provided in this Agreement, any Notice or deliverable shall be
deemed received only upon actual delivery at the address set forth above. Notices or deliverables
delivered after 5:00 PM (at the place of delivery) or on a non -business day, shall be deemed received
on the next business day. If any time for giving Notice contained in this Agreement would otherwise
expire on a non -business day, the Notice period shall be extended to the next succeeding business
day. "Day" as used in this Agreement shall be defined as calendar day, unless otherwise provided.
Counsel for the School Board, Counsel for the City, Counsel for the Property Owner, and Counsel
for the Applicant may deliver Notice on behalf of the School Board, the City, the Property Owner,
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and the Applicant, respectively. Any Parry or other person to whom Notices are to be sent or copied
may notify the other Parties of any change in name or address to which Notices shall be sent by
providing the same pursuant to this provision.
9. RELEASE. When all of the Parties' obligations set forth herein are fully paid and performed,
each Party shall release all other Parties from this Agreement, and all Parties shall release all other
Parties from any and all future claims, costs or liabilities arising out of the provision of Monetary
Proportionate Share Mitigation in accordance with this Agreement. These releases shall be
simultaneously exchanged and shall be recorded in the Official Records of Miami -Dade County,
Florida, evidencing such performance.
10. VENUE; CHOICE OF LAW; ATTORNEY'S FEES. This Agreement shall be interpreted
and construed in accordance with and governed by the laws of the State of Florida without regard to
its conflicts of laws' provisions. Any controversies or legal issues arising out of this Agreement, and
any action involving the enforcement or interpretation of any rights hereunder, shall be submitted to
the jurisdiction of the State Court of the 11t' Judicial Circuit, in and for, Miami -Dade County,
Florida. The Parties agree that in the event of any dispute of whatever nature relating to this
Agreement, venue shall be in Miami -Dade County, Florida. The Parties further agree that, in the
event of a dispute among the Parties, each Party shall be responsible for its own attorney's fees and
costs through all appeals.
11. CAPTIONS AND PARAGRAPH HEADINGS. Captions and paragraph headings contained
in this Agreement are for convenience and reference only. They in no way define, describe, extend
or limit the scope or intent of this Agreement.
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12. NO WAIVER. No waiver of any provision of this Agreement shall be effective unless it is in
writing, and signed by the Party against whom it is asserted. Any such written waiver shall only be
applicable to the specific instance to which it relates, and shall not be deemed to be a continuing or
future waiver. The failure of any Party to insist upon strict performance of any of the covenants,
provisions or conditions of this Agreement shall not be construed as waiving or relinquishing any
such covenants, provisions or conditions, but the same shall continue and remain in full force and
effect.
13. EXHIBITS. All Exhibits attached hereto contain additional terms of this Agreement, and are
incorporated herein by reference.
14. AMENDMENTS. No modification, amendment, or alteration in the terms or conditions
contained herein shall be effective, unless contained in a written document prepared, in recordable
form, with the same formality as this Agreement and duly executed by all the Parties to this
Agreement. Additionally, this Agreement may be modified only until the earliest of the following
times: (a) issuance of the first principal building permit for the Development Project; or (b) six (6)
months after the date that this Agreement is authorized by the School Board.
15. COVENANT RUNNING WITH THE LAND. This Agreement shall constitute a covenant
running with the land and shall be recorded by the School Board, at the Applicant's expense, in the
public records of Miami -Dade County, Florida, and shall remain in full force and effect and be
binding upon the undersigned Applicant, and its heirs, successors and assigns, until such time as the
same expires in accordance with the provisions hereof, or is otherwise modified or released pursuant
to an instrument executed on behalf of the Parties.
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16. ASSIGNMENT. The Applicant may assign its rights, obligations and responsibilities under this
Agreement to a third party purchaser of all or any part of fee simple title to the Property, subject to
the terms and conditions contained herein. Any such assignment shall be in writing and shall require
the prior written consent of all of the Parties, such consent not to be unreasonably withheld. At the
time of the request, the Applicant must submit, at minimum, the following: 1) A letter of request
with a brief history explaining the need for the Assignment; 2) Proof of latest approved extension
certificate; 3) Payment of assignment review fee, as established in the Public School Concurrency
Schedule of fee for the year the request is made; 4) Opinion of Title, listing all entities to join the
Assignment.. At the election of the School District, such consent may be conditioned upon the
written agreement of the assignee to assume all of Applicant/Assignor's duties and obligations under
this Agreement and to comply with conditions and procedures to aid in the monitoring and
enforcement of the assignee's performance of the Monetary Proportionate Share Mitigation under
this Agreement. The Assignor under such assignment shall furnish the Parties with a copy of the
duly executed assignment, in recordable form, within ten (10) days of the date of execution of same.
The Parties further agree that an assignment of this Agreement shall only be permitted where (a) the
Applicant/Assignor has mitigated for the public school impacts of the subject Property with
Monetary Proportionate Share Mitigation payment having been made, and (b) this Agreement is
being assigned to the purchaser of the subject Property. Purchased Capacity Credits may not be sold,
transferred or used in any way other than as provided for under this Section. Any sale, transfer or
use of Purchased Capacity Credits in violation of this Agreement shall be deemed null and void.
17. DEFAULT. If any Party fails to perform or observe any of the material terms and conditions of
this Agreement for a period of thirty (30) calendar days after receipt of written notice of such default
from another Party, the Party giving notice of default may terminate this Agreement by providing
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the Parties with ten (10) days additional written notice. Failure of any Parry to exercise its rights in
the event of any breach by one or more other Parties shall not constitute a waiver of such rights. No
Parry shall be deemed to have waived any failure to perform by another Parry unless such waiver is
in writing and signed by the other Parties. Such waiver shall be limited to the terms specifically
contained therein.
Notwithstanding the foregoing, the Parties further agree that in the event the Applicant does not
make the Proportionate Share Mitigation Payment via a Cashier's Check, or by wire transfer or any
other method of payment acceptable to the School Board's Office of Treasury Management within
the established period, as detailed above, the Applicant must within five (5) business days of written
notice of demand from the School Board make such payment. In the event the Developer still fails
to make payment within the five (5) business days to the School District as prescribed above, the
following shall occur: (1) the Finding shall not be issued by the School District and the County shall
be so notified so that no building permits may be issued; (2) if the School District had previously
included the School Project in the District's Capital Plan, the School Project will be placed on hold
and/or removed from the District's Capital Plan until the total Monetary Proportionate Share
Mitigation payment is received; (3) the School District, at its sole option, may cancel this Agreement
and credit the reserved seats to the Concurrency Service Area from which they were reserved; and
(4) in order for the development to proceed, the Local Government will need to submit a new
application to the School District for school concurrency determination.
18.21. COUNTERPARTS/ ORIGINAL SIGNATURES. This Agreement may be executed in
three (3) counterparts, each of which when executed and delivered shall be deemed to be an original;
however, all such counterparts together shall constitute but one and the same instrument. Signature
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and acknowledgment pages, if any, may be detached from the counterparts and attached to a single
copy of this document to physically form one document. The School Board shall be the last parry to
execute this Agreement.
19. RECORDING OF DOCUMENTS AND FEES. The School District shall record this
Agreement and any related documentation, including without limitation, Assignments, if any, and
Releases, within thirty (30) days after proper execution thereof, in the Public Records of Miami -
Dade County, Florida. The Applicant shall pay all recordation costs to the School District.
20. SEVERABILITY. If any provision of this Agreement is declared invalid or unenforceable by a
court of competent jurisdiction, the invalid or unenforceable provision will be stricken from the
Agreement, and the balance of the Agreement will remain in full force and effect as long as doing
so would not affect the overall purpose or intent of the Agreement.
21. WAIVER OF TRIAL BY JURY. THE PARTIES WAIVE TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST
ANY OTHER PARTY OR PARTIES WITH RESPECT TO ANY MATTER ARISING
UNDER THIS AGREEMENT.
22. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this Agreement.
23. MERGER CLAUSE. This Agreement and all Exhibits thereto set forth the entire agreement
among the Parties, and it supersedes all prior and contemporaneous negotiations, understandings and
agreements, written or oral, among the Parties.
24. PUBLIC RECORDS LAWS. This Agreement shall be subject to Florida's Public Records
Laws, Chapter 119, Florida Statutes. The Parties understand the broad nature of these laws and agree
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to comply with Florida's Public Records Laws and laws relating to records retention. The Parties
acknowledge and accept the authority of the School Board and the City to request and authorize
audits, inspections, and reviews, including, but not limited to, the authority to access the Applicant's
records, its/their legal representatives' and contractors' records with respect to this Agreement and
the obligation of the Applicant to retain and to make those records available upon request, and in
accordance with all applicable laws. Applicant shall keep records to show its/their compliance with
this Agreement. In addition, Applicant's contractors and subcontractors must make available, upon
School Board's and City's request, any books, documents, papers and records which are directly
pertinent to this specific Agreement for the purpose of making audit, examination, excerpts, and
transcriptions.
The Applicant, its contractors and sub -contractors shall (i) retain all records for five (5) years
after the Effective Date of this Agreement; and (ii) the School Board, the City and the Property
Owner shall retain records for five (5) years after the expiration, early termination or cancellation of
this Agreement. The Applicant shall incorporate this Section 24 into every contract that it enters
into relating to the subject Property.
IF THE APPLICANT HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, AS TO ITS DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT 305-995-1128, prr(adadeschools.net,
and 1450 NE Second Avenue, Miami, Florida 33132.
[INDIVIDUAL SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Parties have made and executed this Agreement on the
respective dates under each signature:
WITNESSES:
Print Name:
Print Name:
APPLICANT
CULMER HOLDINGS, LLC,
a Florida limited liability company
By: APCHD MM II, Inc., a Delaware
corporation, its Manager
Kenneth Naylor, Vice President
APPLICANT'S ACKNOWLEDGMENT
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was sworn to and subscribed before me by means of [ ] physical
presence or [ ] online notarization this day of , 2022 by Kenneth Naylor, as Vice
President of APCHD MM II, Inc, a Delaware corporation, as Manager of Culmer Holdings, LLC a
Florida limited liability company. He is personally known to me or has produced identification.
[NOTARY SEAL]
Notary:
Print Name:
My Commission expires:
,SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION AGREEMENT
CULMER APARTMENTS, LTD (CULMER PHASE I) — Final 8-24-22 Page 18 of 25
WITNESSES:
Print Name:
Print Name:
APPLICANT
CULMER APARTMENTS, LTD.,
a Florida limited partnership
By: APC CULMER APARTMENTS, LLC,
a Florida limited liability company,
its General Partner
By: APCHD MM II, Inc., a Delaware
corporation, its Manager
Kenneth Naylor, Vice President
APPLICANT'S ACKNOWLEDGMENT
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was sworn to and subscribed before me by means of [ ] physical
presence or [ ] online notarization this day of , 2022 by Kenneth Naylor, as Vice
President of APCHD MM II, Inc, a Delaware corporation, as Manager of Culmer Holdings, LLC a
Florida limited liability company. He is personally known to me or has produced identification.
[NOTARY SEAL]
Notary:
Print Name:
My Commission expires:
,SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION AGREEMENT
CULMER APARTMENTS, LTD (CULMER PHASE I) — Final 8-24-22 Page 19 of 25
PROPERTY OWNER
WITNESSES: MIAMI-DADE COUNTY, a political Subdivision
of the State of Florida
By:
Print Name: Morris Copeland
Chief Community Services Officer
Print Name:
PROPERTY OWNER'S ACKNOWLEDGMENT
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was sworn to and subscribed before me by means of [ ] physical presence
or [ ] online notarization this day of , 2020 by Morris Copeland, as Chief Community
Services Officer of Miami -Dade County, a political Subdivision of the State of Florida. He/she/they
is/are personally known to me or has produced
[NOTARY SEAL]
Notary:
Print Name:
My Commission expires:
as identification.
,SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION AGREEMENT
CULMER APARTMENTS, LTD (CULMER PHASE I) — Final 8-24-22 Page 20 of 25
PROPERTY OWNER
WITNESSES: CITY OF MIAMI, a political Subdivision of the State
of Florida
Print Name:
Print Name:
APPROVED FOR LEGAL FORM AND
CORRECTNESS FOR CITY:
Victoria Mendez, City Attorney
Arthur Noriega V.
City Manager
Attested:
Todd B. Hannon, City Clerk
PROPERTY OWNER'S ACKNOWLEDGMENT
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was sworn to and subscribed before me by means of [ ] physical presence
or [ ] online notarization this day of , 2020 by Arthur Noriega V., as City Manager, a
political Subdivision of the State of Florida. He/she/they is/are personally known to me or has
produced as identification.
[NOTARY SEAL]
Notary:
Print Name:
My Commission expires:
,SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION AGREEMENT
CULMER APARTMENTS, LTD (CULMER PHASE I) — Final 8-24-22 Page 21 of 25
SCHOOL BOARD
Signed, sealed and delivered
THE SCHOOL BOARD OF MIAMI-
in the presence of:
DADE COUNTY, FLORIDA, a body
corporate and politic existing under the laws
of the State of Florida
By:
Print Name:
Name: Dr. Jose L. Dotres
Title: Superintendent of Schools
Date:
Recommended by:
Print Name:
Name: Raul F. Perez
Chief Facilities Design and Construction Officer
Date:
Approved as to Risk Management Issues:
By:
Risk & Benefits Management Officer
Date:
Approved as to Treasury Management Issues
By:
Treasurer
Date:
To the School Board:
Approved as to form and legal sufficiency
Name: Ana R. Craft
Assistant School Board Attorney
Date:
,SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION AGREEMENT
CULMER APARTMENTS, LTD (CULMER PHASE I) — Final 8-24-22 Page 22 of 25
ACKNOWLEDGMENT
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of ,
2022, by means of [ ] physical presence or [ ] online notarization, DR. JOSE L. DOTRES,
Superintendent of Schools, acting on behalf of THE SCHOOL BOARD OF MIAMI-DADE
COUNTY, FLORIDA, a body corporate and politic existing under the laws of the State of Florida,
who personally appeared before me, and is [ ] personally known to me or [ ] produced
as identification, and who further acknowledged that he signed the
above instrument with full authority, as set forth therein, on behalf of The School Board of Miami -
Dade County, Florida.
[NOTARY SEAL]
Notary:
Print Name:
My Commission expires:
,SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION AGREEMENT
CULMER APARTMENTS, LTD (CULMER PHASE I) — Final 8-24-22 Page 23 of 25
WITNESSES:
Print Name:
Print Name:
CITY OF MIAMI:
CITY OF MIAMI
By:
Name:
Title:
Date:
ATTEST:
Todd B. Hannon, Clerk
City Clerk
day of , 2022
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
Date:
Victoria Mendez, City Attorney
,SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION AGREEMENT
CULMER APARTMENTS, LTD (CULMER PHASE I) — Final 8-24-22 Page 24 of 25
ACKNOWLEDGMENT
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was sworn to and subscribed before me by means of [ ] physical
presence or [ ] online notarization this day of , 2022 by
as , acting on behalf
of City of Miami, a political subdivision of the State of Florida. He/she personally appeared before
me, and is [ ] personally known to me or [ ] produced as identification, and
who acknowledged that he/she signed the above instrument with full authority, as set forth therein,
on behalf of City of Miami, Florida.
[NOTARY SEAL]
Notary:
Print Name:
My Commission expires:
,SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION AGREEMENT
CULMER APARTMENTS, LTD (CULMER PHASE I) — Final 8-24-22 Page 25 of 25
EXHIBIT "A"
TO PUBLIC SCHOOL CONCURRENCY PROPORTIONATE SHARE
MITIGATION DEVELOPMENT AGREEMENT AMONG
THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FL; CITY OF MIAMI; AND
CULMER APARTMENTS, LTD., A FLORIDA LIMITED LIABILITY PARTNERSHIP
Legal Description
A PORTION OF TRACT "C", " CULMER PARK SUBDIVISION NO. I" ACCORI) IN 0 TO
THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 98, PANE 12, OF THE PUBLIC
RECORDS OF MAMI-DADS COUNTY, FLORIDA.
BEGIN AT THE NORTHWEST CORNER OF TKNCT " B ", SAID POINT" ALSO BETNG THE
MOST NORTHEAST CORNER OF SAID TRACT "C"; THENCE RUN SW'13'56"E ALO'N
THE WEST LINE OF TRAC-T -'B", ALSO B'FUNG THE FAST LIFE OF TRACT ''C" FOR A
DISTANCE OF 300,24 FLEE 1'O A POINT: T11F:Nt'I-:.RUN 99°49` 1R"E FOR A DISTANCE,
OF 10.00 FEET TO A POINT; THENCE RUN S00*13'56"1; FOR A DISTANCE OF 186,DO
FEET TO A POINT; TI IENCE RUN N89"49119"E FOR A DISTANCE OF 227.50 FEET TO A
POINT; THENCE RUN 500'13'56"E FOR A DISTANCE OF 164.42 FEET TO A POINT; 'I`HE
NEXT DESCRIBED COURSE ]BEING ALONG THE SOUTH LIME OF SAID TRACT "C';
THENCE RUN S89''047'51"W FOR A DISTANCE OF 297.50 FEET TO A POINT; THENCE
RUN N00313'56"W FORA DISTANCE OF 85.00 FELT TO A POIN Tt 'rl [ENCE RUN
S89"47'53"W FOIE A T)T"STANCE OF 181.80FEET TO A POINT; THEN CL RLiN NOD'04'WE
FOR A DISTANCE OF 265.62 FEET TO A POINT; THENCE RUNT S&9'49'19"W FOR A
DISTANCE OF 31.40 YHEr TO A P )iNT; THENCE RUN N00QW00"E FOR A DISTANCE
OF 130.91 FEET TO A POI T; TI ENCE RUN N90'00`0Qr'E FOR A INSTANCE OF 221.59
FEET TO A POTNT; THENCE RUN Ai00°13"56"W FOR A DISTANCE Of 170.15 FEET TO A
POINT ON THE. NORTH LINE OF SAID TRACT " C"; TI IE NEXT COURSE BEING ALONG
THE NORTH LINE OF SAID TRACT "Om; THENCE RUST N89°50'46'T FOR A DISTANCE
OF 50.00 FEET TO THE POINT OI' BECINNING,
LYING AND BEING IN SECTION 37, TOWNSHIP 53 SOUTH, RANGE 41 EAST CITY OF
MIAMI, MAMI-DARE COUNTY, FLORIDA.
EXHIBIT "B"
TO PUBLIC SCHOOL CONCURRENCY PROPORTIONATE SHARE
MITIGATION DEVELOPMENT AGREEMENT AMONG
THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FL; CITY OF MIAMI; AND
CULMER APARTMENTS, LTD., A FLORIDA LIMITED LIABILITY PARTNERSHIP
SURVEY
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