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HomeMy WebLinkAboutBack-Up DocumentsCFN: 20200244820 BOOK 31909 PAGE 847 DATE:04/22/2020 03:12:50 PIVI HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY PUBLIC BENEFIT AGREEMENT REGARDING CONSTRUCTIO OF THE NEW FIRE STATION NO. 4 1 THIS PUBLIC BENEFIT AGREEMENT is made this 13 J day of 2020, between 191 SW 12 Owner LLC, a Delaware limited liability company authorized to transact business in Florida (­112Lelone "), and the City of Miami, Florida, a municipal corporation and a political subdivision of the State of lorida (the "City") (Developer and the City are together referred to as the "Parties"). WITNESSETH WHEREAS, the City is the owner of property located at 1105, 1115, 1131, and 113 )3 ) SW 2 Avenue in Miami -Dade County, Florida, identified by the Miami -Dade County Property Appraiser (the ``Property Appraiser-) by Folio Nos. 01-4138-051-0400, 01-4138-051-0410, 01-4138-05 1- 0390, 01-4138-051-0420, and legally described in Exhibit "A" (collectively, the "Exiiting, Fire g_ Station Parcel") on which the City currently operates City of Miami Fire Station No. 4 (the "Existing Fire Station"), and.. WHEREAS, the Developer is the contract purchaser of the property located at 191 SW 12 Street in Miami -Dade County, Florida, identified by the Property Appraiser by Folio No. 01-4138- 051-0430 (the ­191 SW 12 Street Parcel") and legally described in Extribit-13" and WHEREAS, the Developer is the beneficial owner of the 191 SW 12 Street Parcel and will own the 191 SW 12 Street Parcel following site plan approval for the Project and prior to the commencement of construction; and WHEREAS, pursuant to City of Miami Resolution No. R-17-0330 adopted by the City of Miami Commission (the "City Commission"), a true and correct copy of which is attached hereto as Exhibit C and by this reference made a part hereof, the City and Southside Place LLC, a Florida limited liability company ("Original Developer") entered into that certain Public Benefit Agreement Re,yardinc, Construction of the New Fire Station No. 4 dated as of February 16, 2018 (the "2018 Public Benefits Agee men "); and WHEREAS, pursuant to the 2018 Public Benefits Agreement the Original Developer agreed to construct the New Fire Station (as hereinafter defined) and, upon completion, to convey the New Fire Station to the City for no compensation, for the creation of separate City and Original Developer parcels; and WHEREAS, by executing this Agreement subject expressly to prior review and approval by the City Commission, the 2018 Public Benefits Agreement will at such time be null and void and of no further effect as it will be concurrently replaced and superseded by this Agreement; and WHEREAS, Developer may also elect to acquire all of the right, title and interest of CS Brickell LLC, a Delaware limited liability company, in one or more contracts for the purchase of the properties located at 145 SW 12 Street, 155 SW 12 Street, and 165 SW 12 Street in Miami -Dade County, Florida, identified by the Property Appraiser as Folio Nos. 01-0208-050-1022, 01-0208- 050-1021, and 01-0208-050-1020, as more particularly described in Exhibit D attached hereto and by this reference made a part hereof (collectively, the "12111 Street Parcels"); and CFN: 20200244820 BOOK 31909 PAGE 848 WHEREAS, the Developer will promptly furnish to the City Manager and the Director of the Department of Real Estate and Asset Management ("DREAM-) executed copies ofpurchase and sale agreements for any of properties for which it enters into agreements to purchase; and Z:� 11_� WHEREAS, Developer intends to cause the 191 SW 12 Street Parcel and the Existing Fire Station Parcel (collectively, the' ") and, if acquired by Developer, the 12"' Street Parcels (Collectively, the ­ExRallded Project Site"; and the Project Site or Expanded Project Site, as applicable, the Block 85 As to be developed as part of a mixed use development in substantial accordance with the Project Plans (as hereinafter det-ined); and WHEREAS, the City owns the First Miami High School, a City -designated historic resource located at 142 SW I I Street identified by the Property Appraiser as Folio No. 01-4138-051-0380 (the "First Miami High School"), as well as park land located at 140 SW I I Street identified by the Property Appraiser. as 0 1-0208-050- 1010 (the "Southside Park"); and WHEREAS, pursuant to (i) that certain City of Miami Resolution No. R-613-18 adopted by the City Commission on July 13, 2017, a true and correct copy of which is attached hereto as Exhibit L and by this reference made a part hereof, and (it) that certain Resolution No. 18-66 of the Board of County Commissioners of Miami -Dade County (the "County") adopted on June 5, 2018, a true and Correct COPY of which is attached hereto as Exhibit F and by this reference made a part hereof, the City and the County authorized the execution of that certain Interlocal Agreement, dated as of August 2., 2018, a true and correct copy of which is attached hereto as Exhibit G and by this reference made a part hereof (the "Interlocal Agreement"); and ,g_ WHEREAS, pursuant to the Interlocal Agreement, the County's Rapid Transit Zone (the ­ETZ") was expanded to include the Brickell Station Subzone (the "Brickell Station Subzone I'), which includes all of the property ng lying g situate in Miami -Dade County forming part of Block 85 I ZZ, South of the MIAMI HEIGHTS SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 5, Page 29 ofthe Public Records of,Miami-Dade County, Florida ("Block 85"); and WHEREAS, pursuant to the Interlocal Agreement and Chapter 3' ) C of the County's Code of Ordinances (collectively, the ­Develop!-_nent Regulations"), as amended, subsequent to the 2018 Public Benefits Agreement, the County now has exclusive jurisdiction over Block 85 with respect to land use and zoning matters; and WHEREAS, the Brickell Station Subzone is included within a Downtown Regional Metropolitan Urban Center on the County's Comprehensive Development Master Plan (*'CDV[P­) Future Land Use Map and WHEREAS. Block 85 is currently underutilized in terms of development rights in that it consists or a park, vacant and underdeveloped lots, and an aging fire station-, and aging WHEREAS, in recent years the Brickell area has become known for its sweeping cityscape, world class architecture, dense population and growing urban environment; and WHEREAS, the Existing Fire Station is no longer adequate to meet the needs of its surrounding community within the City; and CFN: 20200244820 BOOK 31909 PAGE 849 WHEREAS, the Existing Fire Station and the other current uses within Block 85 are inconsistent with the goals and vision of the City and County to provide fir joint private and public development opportunities, including essential public amenities, retail services, employment centers, housing and institutional attractions in convenient proximity to rapid transit stations, all as more particularly described in the Ititerlocal Agreement; and WHEREAS, the City has identified a need for the creation of a new turn -key, approximately 31,708 square foot, world class/ first class, state of the art fire station, with an additional One Hundred Thousand Dollars (S100,000) allowance (part of the Additional NFS Cash Contribution (as hereinafter defined)) for FFE (e.(), Zn, kitchen equipment, but will exclude fire -fighting equipment) with 11� a mezzanine level and a new workout area (the -New Fire Station") that shall permit the larger new fire -rescue trucks the City will be obtaining, which New Fire Station shall be constructed for the exclusive use and benefit of the City's Fire Department and in compliance with the Development Regulations; Florida Building Code, the National Fire and Protection Agency, and any and all other laws, rules, or regulations applicable to the terms of this Agreement Laws"); and WHEREAS, consistent with the goals of the Interlocal Agreement and the Development Regulations, the City and Developer have entered into this Agreement for purposes of providing for the redevelopment of Block 85 with a new, state of the art high density, mixed use, transit -oriented urban development providing much needed retail uses and amenities for the Brickell Station Subzone and surrounding urban areas (collectively, the "Project")-, and 4n WHEREAS, subject to the terms and conditions of this Agreement, Developer has agreed to (i) construct the New Fire Station at its expense at an estimated cost anticipated to be not less than Eight Million Dollars ($8,000,000) and (ii) make a Two Million and Two Hundred Thousand Dollars (2,200,000) cash contribution to be implemented by the City as an additional public benefits contribution (the *-Additional NFS Cash Contribution"), which Additional NSF- Cash Contribution is anticipated to be expended as follows: (a) one million and one hundred thousand dollars ($I,l 00,000) of which it is anticipated shall be allocated for the purchase one (1) ladder truck, one (1) engine truck,, two (2) fire -rescue trucks, and two (2) Ford trucks in connection with the operation of the New Fire Station-, (b) One Million Dollars (S 1,000,000.00) of which it is anticipated shall be allocated to other Fire Department -related expenses; and (c) One Hundred Thousand Dollars ($100,000 ' ) of which whih it is anticipated shall be allocated to the purchase of furnishin(.1y, fixtures and equipment (­FFE-) for the New Fire Station, and WHEREAS, as a condition of the approval of the Project, Developer has agreed that the Project will include thirty five (35) designated Parkin(-, spaces conveyed to the City in fee simple and available for exclusive use by the City in connection with the operation of the New Fire Station and ninety (90) parking spaces available to Miami Parking Authority, at no cost, for park use (the "NFS ID Parking Spaces"); and WHEREAS,, in order to provide for a development of sufficient scale and with sufficient amenities to satisfy the requirements of the Interlocal agreed Agreement, the City has reed to transfer Z� Z�I certain development density rights associated with the First Miami High School and SOLIthside Park 41, t� (collectively, the "City Property") to the Block 85 Assemblage in exchange for the TDR Payment perL Z:I (as hereinafter defined); and CFN: 20200244820 BOOK 31909 PAGE 850 WHEREAS, upon completion of the construction of the New Fire Station and conveyance off the New Fire Station Parcel (as hereinafter defined) to the City, the City shall convey the Existing Fire Station Parcel to Developer or its designee in fee simple; and I WHEREAS, the conveyance of the Existing Fire Station Parcel to Developer, or Developer's designee, in connection with the construction of the New Fire Station is exempt from the competitive bidding process and other requirements because the Existing Fire Station Parcel is being conveyed ZI to implement projects of a governmental agency or instrumentality; and WHEREAS, the construction of the Project will create certain recurring fiscal benefits for 01 the City's tax base as well as much needed temporary and permanent jobs and housing-, and WHEREAS, the City and Developer wish to provide for the authorization for the construction of the Project in accordance with the requirements of Section 33C-10 of the Miami - Dade County Code of Ordinances (the "County Code") and the CDMP; and WHEREAS, the execution and delivery of this Agreement on the terins and conditions set forth below has been authorized by all requisite action of the members and./or managers of Developer. NOW THEREFORE, in consideration of the mutual covenants contained herein, it is hereby understood and agreed: Section 1. Recitals; Consideration, The recitals and findings contained in the Preamble or Whereas Clauses to this Section are adopted by reference and incorporated as if fully set forth in this Section. The Parties hereby agree that the consideration and obligations recited and provided for under this Agreement constitute substantial benefits to both Parties and thus adequate consideration for this Agreement. 1. Section 2. Rules of Legal Construction. For all purposes of this Agreement, unless otherwise expressly provided: (a) A defined term has the meaning assigned to it, (b) Words in the singular include the plural, and words in plural include the singular; (c) A pronoun in one gender includes and applies to other genders as well; (d) The terms "hereunder",. -herein-, "hereof'. "hereto" and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles; (e) The Parties hereto agree that this Agreement shall not be more strictly construed against either Z:� 1-11 1 1.� the City or Developer, as all parties are drafters of this Agreement; and The recitals are true and correct and are incorporated into and made a part of this Agreement. Z�I The attached exhibits shall be deemed adopted and incorporated into the Agreement; provided Z7 however, that this Agreement shall be deemed to control in the event of, a conflict between the Z:� attachments and this Agreement. M CFN: 20200244820 BOOK 31909 PAGE 851 Section 3. Definitions. Capitalized terms shall have the meaning as set forth in this Agreement. "County'" means Miami -Dade County, a political subdivision of the State of Florida "Development Permit(s)" includes any building permit, zoning permit, subdivision approval. rezoning, certification, special exception, variance, oi- any other official l action of local government having the effect of permitting the development of land. Z, "ZI ZD "Final Site Plan Approval" shall mean the final (non -appealable) approval of site plans for the Block 85 Assemblage, Substantially in conipliatice with the Project Plans and the Development Regulations. "NFS and Park Improvement Activities" means Developer's construction of the New Fire Station and the improvements to Southside Park pursuant Section 12(f) hereof: "TCO" shall mean a Temporary Certi fcate of Occupancy issued by the Miami -Dade County Department of` Regulatory and Economic Resources Department. Section 4. zl� Purpo ses. . The Parties have entered into this Agreement for Purposes Of g_ settina forth their agreements with respect to: (a) the terms and conditions of the agreements between the City and Developer with respect to the construction of the New Fire Station and the NFS Pat -king Spaces for the City and the exchan9 c of the Existing Fire Station Parcel for the New Fire Station, (b) Z:� the release of the New Fire Station Parcel from the operation and eff'ect of any ground tease and any mortgages placed upon the privately owned Block 85 Assemblage in connection with the construction of the Project. � (c) the casements, covenants. conditions and restrictions which will govern the Project which shall be provided for in the Shared Facilities Agreement, (d) certain additional public benefits to be provided by Developer to the City, including without limitation, the payment of the Additional NFS Cash Contribution and agreements to undertake other construction obligations and exercise commercially reasonable efforts, to create additional business and employment opportunities for residents of the City of Miami and local businesses involved in the construction industry and (e) the commitments of the City to Developer and the Project, including obligations with respect to the transfer of development density rights associated with the City Property and the cooperation of the City with Developer in connection with Developer's execution of its development plan, all in consideration of the agreements and undertakings of Developer contained in this Agreement. In the event that Developer does not obtain ownership and control of the 191 SW 12 Street Parcel within eighteen (18) months of the Effective Date (subject in all events to such extension of such time as may be required by reason of Force Majeure (as defined below)), this Agreement shall be automatically terminated, Section 5. Affected Pr. This Agreement is not intended to affect any property other than the land within Block 85. Section 6. Term of Agreement, Effective Date and Binding Effee , This Agreement shall become effective on the date on which the City Manager executes this Agreement with prior I approval frorn the City Commission (the -Effective Date") and shall constitute a covenant running with the land that shall be binding upon, and inure to the benefit of, Developer, the City and their CFN: 20200244820 BOOK 31909 PAGE 852 respective successors, assigns, affiliates and subsidiaries (if any), heirs, legal representatives, and personal representatives. This Agreement shall have a terra of thirty (30) years from the Effective Date (the "Tenn") and shall be recorded in the public records of Miami -Dade County by Developer and filed with the City Clerk. The Developer shall furnish to the City a certilIed copy of the recorded Agreement within twenty (20) days of it being recorded. The Term of this Agreement may only be amended or released by the written agreement of the Parties. provided that if the Project, or any portion thereof, is submitted to condominium ownership pursuant to the Florida Condominium Act, Chapter 718, Florida Statutes (2019), then the condominium association(s) in which the owners of condominium units shall be members shall be the proper party or pal -ties to execute any such amendment or release with respect to any portion of the Project submitted to condominium ownership. Any amendment or release must be in a form reasonably acceptable to the City and reasonably approved as to legal form by the City Attorney. Notwithstanding anything to the contrary 7 contained in this Section 6, in the event that the Project or any portion thereof is submitted to a condominium form of ownership, the City shall be responsible solely for payment of the City Operating Expenses (as defined herein) and the City shall have no obligation to pay any assessments or contribute any costs other than the City Operating Expenses. Section 7. Site Plan. The Project Site shall be developed substantially in compliance with plans, including, specifically, conceptual plans prepared by SHoP Architects PC, attached hereto as Exhibit H. The ng loregoiplans shall be collectively referred to in this Agreement as the foregoing 4:1 "Project Plans" and are described in detail by plans on file with the City Clerk and are deemed to be incorporated by reference, "Substantially in compliance," for purposes of this Agreement, shall be determined by the County planning and Zoning Director, or designee, in accordance with Section 33-3 10, 1 .A.I of the County Code. Section 8. Zoning,; Permitted Development Uses and Building Intensities. The parties acknowledge that Block 85 is located within the Miami -Dade County Rapid Transit Zone, specifically the Brickell Station Subzone, and the City has agreed, for purposes and in the context of this Agreement, to grant the County exclusive land use, zoninu. alcohol beverage law, and building 1.� In 1-n zt� permuting authority with respect to the Project in accordance with the terms and conditions of the Interlocal Agreement and the Development Regulations. Accordingly, Developer shall be permitted to construct Up to 500 multifamily residential units, per acre of land. Without limiting the generality of the foregoing, by virtue ot'its execution of the Interlocal Agreement, the City has determined, to the best of its present knowledge, information and belief. that the uses, intensities, and densities of development permitted by the Development Regulations are consistent with the City's Charter, Comprehensive Plan, and Zoning Ordinance. Section 9. Future Develop men . Future development of the Block 85 Assemblage shall be permitted subject only to compliance with the requirements of the Development Regulations. The criteria to be used by the County in determining whether future development shall be approved shall be consistency with the CDMP, this Agreement and the Development Regulations, and the CDMP, this Agreement, and the Development Regulations shall govern development of the Project for the duration of this Agreement. Any modifications to the Pro ect Plans or this Agreement shall be approved in accordance with the Development Regulations. The City shall support and cooperate with Developer in securing development approvals from the County pursuant to Section 33C-10 of the County Code to effectuate the terms of this Agreement and the transfer of development density through a Covenant in Lieu of Unity of Title. M CFN: 20200244820 BOOK 31909 PAGE 853 Section 10, Construction of New Fire Station Parcel and Mixed -Use Project and pL_ Exchange of Properties. The provisions of this Section 10 shall govern the obligations of the Parties in connection with the construction of the New Fire Station and the exchange of the Existing Fire Station Parcel for the New Fire Station Parcel. (a) Construction of New Fire Station and, Parking Garage. (1) Developer shall construct the New Fire Station in accordance with the Approved NFS Plans (as hereinafter defined) and, except as otherwise expressly provided herein, at Developer*s sole cost and expense, estimated at approximately Eight Million Dollars ($8.000,000). Notwithstanding anything to the contrary contained herein, the City shall be solely responsible for payment to the Developer of any increases in the costs of construction for the New Fire Station that result from any (A) Proposed Plan Changes (as hereinafter defined) to the Approved NFS Plans requested by the City, provided that (i) the amount due from the City in connection with any Proposed Plan Changes shall not exceed the total actual costs charged to the Developer by the general contractor and (ii) the general contractor shall not be permitted to charge greater than market value for such Proposed Plan Changes or (13) other acts or omissions of the City as owner, including without limitation, any delays by the City in its approval of items that require the City's approval as owner. (2) Developer shall cause final plans and specifications for the New Fire Station to be developed based on the Project Plans, or as otherwise mutually agreed to by the Parties. The final plans ror the New Fire Station shall be Subject to the City's prior review and approval., such approval not to be urn-easonably withheld., conditioned or delayed. Once such final plans have been approved, the City and Developer shall each execute a certificate continuing the approval of such final plans (the "Approved NFS Plans"). (3) Developer shall make the Additional NFS Cash Contribution, to be implemented by the City, which Additional NSF- Cash Contribution is anticipated to be expended as follows: (a) One Million and One Hundred Thousand Dollars ($1,100,000) of which it is anticipated shall be allocated for the purchase one (1) ladder truck, one (1) engine truck, two (2) fire -rescue trucks, and two (2) Ford trucks in connection with the operation of the New Fire Station: (b) One Million Dollars ($1 `000,000) of which it is anticipated shall be allocated to other Fire Department -related expenses; and (c) One Hundred Thousand Dollars (S'100,000) of which it is anticipated shall be allocated to the purchase of furnishing, fixtures and equipment (**FFE-) for the New Fire Station. The City's Fire Department shall have absolute discretion re-ardinc, the ultimate allocation of the Additional NFS Cash Contribution. (b) Parking Garage. CFN: 20200244820 BOOK 31909 PAGE 854 (1) The Parkin(, garage for the Project (the "Park I _ing Garage") shall be constructed by Developer at its sole cost and expense in substantial accordance with the Approved Parking Garage Plans (as hereinafter defined). The final plans for the NFS Parking Spaces shall be subject to the City's prior review and approval. (2) The Parking Garage will include one hundred twenty -Five (125) parking spaces, the previously defined and described NFS Parking Spaces, available for exclusive use by the City in connection with the operation of the New Fire Station and for park use. (3) Developer shall cause final plans and specifications for the NFS Parking, Spaces to be developed based on the Project Plans, or as otherwise mutually agreed to by the Parties. The final plans for the NFS Parking Spaces shall be subject to the City's prior review and approval, such approval not to be unreasonably withheld, conditioned or delayed; providing., however, that this will not preclude safety or design comments and/or g comments dealing with zz1.� the Applicable Laws and Development Regulations. Once such final plans have been approved, the City and Developer shall each execute a certificate confirming the approval of such final plans (the "Approved Parking Garage Plans" )- (c) PE222sed Changes, Any material changes, modifications, amendments or substitutions to the Approved NFS Plans or Approved Parking Garage Plans ("Proposed Plan Changes") may be made from time to time by written mutual agreement of the parties. Without limiting the generality zn I of the foregoing, the City shall not unreasonably withhold, delay or condition its consent to any Proposed Plan Changes requested by Developer providing, however, that this will not preclude safety or design comments and/or comments dealing with the Applicable Laws. Notwithstanding anything 4n to the contrary contained herein, design changes expressly required for compliance with the Development Regulations and Applicable Laws shall not require the City's approval and Developer shall be permitted to make such changes to the extent that they achieve compliance but not beyond that without the City's consent. (d) Commencement of Construction. No later than the date that is eighteen months (18) from the date of Final Site Plan Approval, the Developer shall commence construction of the New Fire Station and shall complete construction of the New Fire Station within thirty-six (36) months of commencement of construction, subject only to Force Majeure , as further defined in Section 44. A TCO for the mixed -use tower (excluding the Parkinc, Garage) shall not be issued prior to the issuance of'the TCO for the New Fire Station. Construction shall comply with all Development Regulations and Applicable Laws, rules and regulations required to be complied with as part of the process of building pen -nit issuance. Upon, the issuance of a building permit for the New Fire Station, the City shall no longer have access to the current Parkin,(; area located at 1133 SW 2 Avenue identified by County Folio No. 0 1 -413 8-051-0420 for the Existing Fire Station. The Developer shall provide at I P its own cost and expense for nearby alternative temporary Parkin(, for the Existing Fire Station until delivery of the New Fire Station and the NFS Parking Spaces, (c) Temporary Staging and Parking Areas. During construction, the City shall make a portion of Southside Park, as City determines in its sole but reasonable discretion, available for temporary CFN: 20200244820 BOOK 31909 PAGE 855 parking and staging for construction activities associated with the Project as a whole. At any time 01 during which Developer requires access and use of Soutliside Park and there are no on -going NFS and Park Improvement Activities being performed by Developer, such access and use of Southside Park for Parkin,, and staging shall a) be subject to a payment of Ten Thousand Dollars (S 10,000) per month and (b) not exceed eighteen (IS) months unless Developer is diligently constructing the Project in good faith, in which case Such use shall not exceed forty-two (42) months unless otherwise providing -king spaces for agreed to in writing, by the City Manager. This includes pi ding: (i) alternate parking "n City employees of the Existing Fire Station, (ii) Parkin(,, for contractors, subcontractors and their employees, and (iii) space for staging and storage of construction materials and equipment. Notwithstanding the foregoing. the calculation of the eighteen (18) months described above shall be I Z_n tolled and the 510,000 per month payment shall not be required during any period in which NFS and Z� Park Improvement Activities are on—oing. Developer agrees to preserve and maintain public access "n 11_� 11� to., and use of, both the playground and the grounds surrounding the First Miami High School portions of Southside Park throughout the duration of the construction of the Projea provided, however, that Developer shall have the right to close such portions of Southside Park as may be necessary to facilitate construction of the Project and/or the improvements to Southside Park pursuant to Section 12(o hereof. The temporary staging and Parkin(, areas shall be retained until the completion of the Project, and Developer shall not be required to terminate its use or the same until a reasonable time has passed following the issuance of such TCO or TCOs as may be required for the occupancy of the entire Project, The Developer shall maintain the temporary parking and staging area in a safe and clean condition during the use specified herein and shall further be responsible to restore and return Southside Park to a condition that is better than or equal to the original condition prior to Developer's use. (f) New Fire Station Permitting Fees. The Developer shall be responsible for payment of any and all municipal or governmental fees from any jurisdiction having authority, including but not limited to Citv, County , State and Federal, related to any permits, certifications, development orders, inspections and approvals required for the development of the New Fire Station, including but not limited to flees for building permits, public works approvals, zoning approvals, Certificates of Use, Certificates of Occupancy, Department of Environmental Resource Management approvals and Miarni-Dade County Water and Sewer Department approvals and agreements to provide water and sewer service, The Developer shall also be responsible for all other permitting, municipal or governmental fees related to construction of the interior finishes and interior build -out and occupancy of the New Fire Station. The foregoing fees shall not be included in the Developer's cost to construct the New Fire Station and the NFS Parking Spaces. zl> (g) Water and Sewer Connection Char -,es and Utilities. The Developer at its sole cost and expense shall (a) pay all water and sewer connection charges and (b) provide and construct all water and sewer infrastructure required to support the Project, (h) Rights of Access and Inspection. Developer shall have the right to enter upon and inspect the Existing Fire Station Parcel and otherwise conduct such tests and investigations as Developer deems necessary in connection with the development of the Existing Fire Station Parcel. The foregoing shall include, without limitation, water and soil sampling and other environmental inspections, obtaining surveys and geotechnical testing. The City shall grant to the Developer a general access easement to enter upon the Existing Fire Station Parcel in order to construct the New Fire Station. The Developer shall have the right to review and inspect title to the Existing Fire Station Parcel in order to determine its status. CFN: 20200244820 BOOK 31909 PAGE 856 G) Delivery of New Fire Station. Developer shall cause possession of the New Fire Station to be delivered, and title to the New Fire Station Parcel to be conveyed, to the City, on or before the date that is not less than thirty (30) days and not more than ninety (90) days after the substantial completion of the New Fire Station (the "Outside NFS Closing Date,.). Title to the New Fire Station Parcel shall be conveyed by Developer to the City by Special Warranty Deed, Subject only to easements, covenants, conditions and restrictions of record that (a) are common to the Block 85 Assemblage, (b) do not contain any right of reverter, rights of reversion, or otherwise render title to the New Fire Station Parcel uninsurable or unmarketable and (c) shall not interfere with the construction or quiet enjoyment (following the completion ofconstruction of the Project) or operation of the New Fire Station. In that regard, the Parties acknowledge and agree that the "New Fire Station Pat -eel" shall constitute a vertical subdivision of land which includes the New Fire Station. Conveyance of Existing, Fire Station to Developer, The City shall convey the Existing Fire Station Parcel, and deliver possession thereof, to Developer or Developer's designee simultaneously with the conveyance of title to the New Fire Station Parcel, and the delivery ot'possession thereof, I-rorn Developer to the City. Except for those restrictions otherwise specified in this Agreement and the Interlocal Agreement, as applicable title to the Existing Fire Station Parcel shall be conveyed by the City to Developer by Special Warranty Deed, subject only to easements, covenants, conditions and restrictions of record that (a) are common to the Block 85 Assemblage, (b) do not render title to the Existing Fire Station Parcel uninsurable or unmarketable and (c) shall not interfere with the construction ofthe Project as contemplated by the Project Plans. (k) Closing Prorations and Adjustments. On the date of the closing of the exchange of the New Fire Station Parcel [or the Existing Fire Station Parcel and the City's acceptance of the New Fire Station (the -Closing Date"), (i) Developer shall make a payment to City in an amount equal to the Additional NFS Cash Contribution and (ii) closing expenses shall be allocated between the Z� Parties and such additional prorations and adjustments shall be rnade between the Parties in accordance with local custom. (1) Shared Facilities Agreement. Developer shall subject, or cause Developer's designee to subject, title to the Block 85 Assemblage to a Shared Facilities Agreement that will govern the rights 1_� Z:1 and responsibilities of the Parties vis-a-vis one another as the owners of properties within the Block 85 (the -Shared Facilities Agreement—), At the time ot'closing, the City shall execute any and all such additional documents as may be required in order to subject the Existing Fire Station Parcel to the Shared Facilities Agreement. subject to the reasonable review and approval of the City Manager and City Attorney. (m) Indemnity. The Developer shall indemnify, defend (at its own cost and expense), and hold harmless the City and its departments, agencies, instruMentalities, officials and employees (collectively referred to as "Indemnitees"), and each of them from and against all loss, costs, penalties, fines, damages, clairns, expenses (including reasonable attorneys' fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the negligent performance or non-performance of the goods, design, labor, construction, materials, equipment, supplies services, or any performance or non-performance as contemplated by this Agreement (whether active or passive) of the Developer or its employees, contractors or subcontractors, consultants or other authorized agents and representatives of the Developer (collectively referred to as the Andemnitor Parties") or which is caused, in whole or in part,, by any 10 CFN: 20200244820 BOOK 31909 PAGE 857 act, omission, default or neZ::�,,Ii,,�ence (whether active or passive or in strict liability) of the Indemnitor 11� Parties. or any of them, or (ii) the failure of the Developer to comply materially with any of the requirements herein, or the failure of the Developer to conform to Applicable Laws, statutes, ordinances, or other regulations or requirements of any governmental authority, local, rederal or In Z7 state, in connection with the performance or approval of this Agreement, or (iii) claims for fees or commissions by any real estate sales persons, brokers or agents, lawyers, architects, landscape architects, engineers, mappers, surveyors, contractors, subcontractors, laborers, suppliers, material persons, lobbyists or any other person or entity retained or hired by the Developer relative to this Project, or (iv) Third Party Claims and Defenses under Section 36 herein. The Developer expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of thorn, from and against all liabilities which may be asserted by any employee or former employee of the Developer, or any of its contractors or subcontractors, as provided above, for which the Developer's liability to such employee or farmer employee would otherwise be limited to payments under the state's Workers' Compensation, Occupational Health and Safety Act, or similar laws, or (v) Third Party Claims as provided in Section 36 of this Agreement. The Developer further agrees to indemnify, defend and hold harmless the Indemnitees from and against (1) any and all Liabilities imposed on account of the violation of any Applicable Laws, law, ordinance, order, rule., regulation, condition, or requirement, related directly to the Developer's negligent performance under this Agreement, compliance with which is required by this Agreement Of the Developer/Indemnitor, and (ii) any and all claims, and 'ior Suits for labor, equipment, supplies, and materials furnished by the Developer or utilized in the performance ol"this Agreement or otherwise. In the event that any third -party asserts a claim against the Developer and/or the Indemnitees for which the Developer is defending the Indemnitees relating Z:� "n to the services provided, the Developer shall have the right to select its legal counsel for such defense, subject to the approval of the City, which approval shall not be unreasonably withheld. The Developer's obligations to indemnify, defend and hold harmless the friderrinitees shall survive the termination or expiration of this Agreement. The Developer understands and agrees that any and all liabilities regarding the use of any contractor 1.� regarding or subcontractor for set -vices related to this Agreement shall be home solely by the Developer throughout the duration of this Agreement and that this provision shall survive the termination of this Ac-reetrient. The Developer further understands that its contractors or subcontractors shall C> provide the City with the very same insurance requirements as those the Developer shall provide the City. The City and the Developer are not joint ventures, associates, partners or affiliates but rather are each independent and distinct from one another. Any debts, defaults, promises to pay moneys, or other commitments of the Developer rest solely with the Developer and are not imputable to the City. (n) Insurance. The Developer shall cause its general contractor and subcontractors to obtain and maintain in force for the term ofthis Agreement, adequate insurance coverage deemed acceptable by the Developer. The City's requirements for insurance are attached as Exhibit I hereto. Developer shall maintain such insurance coverages as are specified on this Exhibit and they will be required as specified throughout the to of this Agreement. (o) Cooperation. Notwithstanding any contrary term or provision, contained herein, the City agrees to use its reasonable good faith efforts to cooperate with Developer to implement the provisions of this Agreement, including without limitation this Section 10 and Section 12, in the most tax -efficient manner possible in accordance with Applicable Laws, so long as the City's tax II CFN: 20200244820 BOOK 31909 PAGE 858 revenue in connection therewith is not diminished or otherwise negatively affected. Such cooperation may include (i) restructuring legal or beneficial ownership of the Existing Fire Station Parcel, the New Fire Station Parcel, or the New Fire Station via a around lease, land trust, partnership and/or other legal structure as Developer may request and the City shall consider and shall not I unreasonably refuse its approval, � (ii) executing such customary and standard documents that may be reasonably requested by a prospective lender for purposes of financing Developer's acquisition of all or any portion of the Block 85 Assemblage, the construction of the New Fire Station and the other Project improvements and the payment of any other obligations of Developer to City required by this Agreement, including but not limited to such documents as Developer's lender may require for purposes of subordinating the rights of the Parties under this Agreement to a mortgage securing any mortgage I such financing, provided that in no event shall any such subordination agreement require the City to transfer any development rights or property nor may it ever encumber the City's title to any property it owns unless it receives the public benefits and other consideration provided for in this Agreement, in a manner solely decided, or denied, as applicable in the sole and absolute discretion of the City Commission, (iii) agreeing to make consistent reporting with respect to the agreed upon characterization of the conveyance orthe New Fire Station and the New Fire Station Parcel, as well as the conveyance of the Existing Fire Station and (iv) agreeing to modify certain aspects of the transactions contemplated herein to maintain compliance with all applicable tax rules, or il'pursuant to the reasonable request of Developer, so lonc, as such cooperative efforts: (1) do not materially adversely affect or impede the performance of the obligations of the Parties hereunder-, (2) do not reduce or diminish the tax revenue or other revenues otherwise due to the City-, and (3) are acceptable in form and substance to the City Attorney and City Manager in their reasonable discretion. Section 11. New Fire Station Operation. The Parties hereby agree upon the following with respect to the operation of the New Fire Station: (a) Environmental Rernediation Subject to the limitations provided for in Section 768.28, Florida Statutes, it is agreed to by Developer and the City that once and if the presence or any hazardous materials or waste on the Existing Fire Station Parcel is confirmed and notice is provided to the City of such, the City ancF'or Developer shall pursue remediation. City further agrees, subject to Applicable Laws and at no cost to the City, to cooperate with Developer in connection with all reasonable requests in connection with such remediation. If applicable, the City shall use reasonable efforts to serve as a co -applicant and reasonably review and consider the Developers application to designate all or a portion of the Block 85 Assemblage as a Brownfield. Nothing herein shall limit C, "n Developer's ability to seek recovery from City as expressly permitted pursuant to law providing that the parties understand and agree that this Agreement, including this Section, does not grant, establish, confer or provide the Developer with any rights or remedies not already expressly provided by the laws of the State of Florida. The City expressly reserves sovereign immunity as provided by law (subject to Section 768.28, Florida Statutes (2019)), and all other defenses, immunities, claims, actions and privileges as are provided by law. (b) Occupancy. Upon receipt of the TC0 and the City's acceptance of the New Fire Station, the City shall be permitted to take possession of the New Fire Station, pursuant to the terns or and conditions of Sections I O(i) and 100). (c) Nuisance. Consistent with the requirements of Section 316.271, Florida Statutes. the New Fire Station's service vehicle sirens, whistles and bells "shall not be used except when the vehicle is operated in response to an emergency call. in which event the driver of the vehicle shall sound the 12 CFN: 20200244820 BOOK 31909 PAGE 859 siren, whistle, or bell when reasonably necessary to warn, pedestrians and other drivers of the approach thereof"" If the New Fire Station's service vehicles are not responding to an emergency call or warning pedestrians or other drivers, then the use of sirens will be prohibited in order to avoid any disturbance and nuisance to residents and neighbors: The City of Miami Department of Fire -Rescue (the "Fire Department") shall adopt and enforce policies that minimize the noise caused by the New Fire Station and the vehicles used by the New Fire Station. (d) Utilities and Operating, Expenses. Consistent with the requirements of the Shared Facilities Agreement, the City shall be responsible for payment of expenses directly serving and solely I Z:� attributable to the New Fire Station, including but not limited to (1) utility expenses such as electricity, cable, water and sewer service, maintenance costs and other operational expenses, and (ii) the cost of other services such as solid waste removal and any costs of shared facilities within the Project solely allocable to the New Fire Station (collectively, the "City Operating Expenses , Developer shall be responsible for installation of separate meters anti. or connections for electrical, cable, water, and sewer utilities to service the New Fire Station. (e) Taxes. The Fire Department's use and ownership of the New Fire Station is solely for the specific, exclusive municipal public purpose and essential public service of providing a Fire -Rescue Station and is not subject to ad valorem taxation. In the event the Property Appraiser incorrectly assesses ad -valorem taxes against the New Fire Station or the New Fire Station Parcel, Developer will reasonably cooperate with the City's efforts to ensure that no taxes are assessed against the New Fire Station or the New Fire Station Parcel, Developer and the City shall each be responsible for the payment of any taxes for which its property is assessed after both closings have been completed, each as to their own respective portions of the Block 85 Assemblage only (the City portion should be exempt from taxes) and the Shared Facilities Agreement has been entered into by the Pat -ties. Until such time, Developer shall be responsible for the payment of any governmental taxes, assessments, charges., impositions and encumbrances assessed against the New Fire Station Parcel. Section 12, Public Benefits, In consideration of the agreements of the City contained Z__ herein and, subject to the City's payment and performance of its obligations hereunder and the issuance of all of the required Development Permits, Developer shall construct the New Fire Station and perform the balance of its obligations under this Agreement, including the payment of the Additional NFS Cash Contribution. In addition, Developer shall comply with the following requirements as public benefits to the City. (a) Transfer of Development Rigilits. Developer agrees that it shall make a one-time payment Z:� to the City (the *TDR Payment") which funds the City shall apply for the exclusive and restricted use of promoting and developing affordable housing and park projects (including land acquisition) zl� ZD within District 3 in an amount equal to Nine Million Dollars (S9,000,000) (the "TDR Payment Amount") upon the date as of which (i) the County shall have accepted and recorded the Covenant in Lieu of Unity of Title for Block 85 (the "Covenant in Lieu") and (ii) the City shall have transferred development density rights of not less than five hundred (500) residential units and no more than nine hundred forty-seven (947) units from the City Property to the Block 85 Assemblage in accordance with the applicable requirements of the Development Regulations. The aforementioned Covenant in Lieu and transfer of density should occur prior to Final Site Plan Approval and payment of the TDR Payment Amount is due within fifteen (15) days of the date as of which the County shall have issued Final Site Plan Approval for the Project. In the event that the City has executed the Covenant in Lieu and site plan approval for the Project has not been achieved 13 CFN: 20200244820 BOOK 31909 PAGE 860 by December 31, 2020, the Developer shall make a one-time good faith initial payment of Two Million Dollars (S2,000,000) towards the TDR Payment and thereafter only Seven Million Dollars ($7,000,000) shall be due at the time of Final Site Plan Approval. The foregoing good faith deposit Z., may be waived by a majority vote of the Miami City Commission, but only if the District 3 Commissioner agrees to sponsor and place the request for waiver on the agenda of the Miami City Commission meeting at which any such vote is to be taken. Developer farther agrees that the TDR Payment Amount shall be increased by S 15,000 for each additional individual residential density unit in excess of" 500 residential units transferred from the City Property to the Block 85 Assemblage by Z:� City at Developer's request. For example, 510 residential units would require an additional payment of S 1501,000. (b) Park Impact Fee Pavment Timins. Developer shall pay the City*s Parks and Recreation Impact Fee, amounting to Four Million One Hundred Thirty -Three Thousand One Hundred Ninety Dollars (,S4,133,190) or such modified amount based on the calculation set forth below, but in no event less than Four Million Dollars ($4,000,000), to the City for the exclusive and restricted use of" promoting and developing parks and recreational facilities (including land acquisition) throughout District 3 within fifteen (15) days of the date as of which the County shalt have issued Final Site Plan Approval for the Project. For purposes of this Agreement, the Parks and Recreation Impact Fee shall be calculated by multiplying the number of residential units within the Project Plans by the City's Parks and Recreation Impact Fee amount, as published in Section 13-12 of the City's Code of Ordinances, as in effect at the time of site plan approval ("Park Impact Fee Payment"). (c) Public Benefit Contribution. Developer agrees that it shalt make a one-time payment to the City ("Public Benefit Contribution-) in an amount that when added to the TDR Payment Amount and the Park Impact Fee Payment equals Thirteen Million Dollars (S13,000,000) (the "Public Benefit Contribution Amount") within fifteen (15) days of the date as of which the County shall have issued Final Site Plan Approval for the Project. For purposes of clarification; in the event that the sum or the TDR Payment and the Park Impact Fee is greater than or equal to Thirteen Million Dollars (SI3,000,000), then no Public Benefit Contribution or Public Contribution Amount shall be payable pursuant to this section, (d) Arts, Culture and Entertainment Contribution. Developer agrees that it shall make two contributions to the City of Miami for the exclusive and restricted use of promoting arts, Culture and entertainment throughout District 3, including but not limited to Southside Park and general food distribution within the District, each in an amount equal to Two Hundred and Fifty Thousand Dollars ($250,000) ("Arts, Culture and Entertainment Contribution"), payable to the District 3 Office. The first contribution shall be due fifteen (15) days following the Effective Date of this Agreement. The second contribution shall be due on June 15., 2020. (e) Streetscape Improvements Contribution. Developer shall either (i) contribute Two Hundred Thousand Dollars ($200,000.00) (the "Strectscal2e Improvements Contribution Amount") to the City upon Developer's application for Development Permits, or (h) post a surety bond issued by a Florida surety rated A:V or better per A.M. Best's Key Rating Guide, Latest Edition, or an unconditional and irrevocable letter of credit in the amount of Two Hundred Thousand Dollars (S200.000.00) and construct such public streetscape improvements as specified by the City Manager or Public Works Director to SW 2 Avenue and SW 12 Street, for which the total cost incurred by Developer (including all soft and hard construction costs and fees) shall equal or exceed the Streetscape Improvements Contribution Amount or as othetivise required by the City Code of 14 CFN: 20200244820 BOOK 31909 PAGE 861 Ordinances. In the event Developer elects to construct the public streetscape improvements pursuant to clause (ii) of the preceding sentence, Developer shall work with the City to design and construct such improvements. (0 Southside Park Iniproy2ments Contribution. Developer at its sole discretion, cost and expense shall either (i) contribute Three Million Dollars ($3,000,000.00) for improvements to Southside Park (tile *'Southside Park Improvements Contribution Arnount I ') to the City upon Developer's application for Development Permits, or (it) construct improvements estimated at Three Million Dollars (S3,000,000) substantially in compliance with the concept plans prepared by SHOP Architects PC, attached hereto as Exhibit J (**Southside Park Improvement Plans"), subject to review and approval by the City Manager, the City's Parks, and Recreation Director, and the District Commissioner. The City shall work with the Developer to allocate the Developer's proven paid Southside Park improvements Contribution Amount to develop the Southside Park linprovernent Plans consistent with the intent of the plans. The total cost incurred by Developer (including all soft and hard construction costs and fees) shall equal or exceed the Southside Park Improvements Contribution Amount. In the event that the total costs and expenses incurred by Developer in completing the Southside Park Improvement Plans shall be less than the Southside Park Improvements Contribution Amount, Developer shall make a one-time payment to the City in the amount of the difference between such total costs and expenses incurred and the Southside Park Improvements Contribution Amount for the exclusive and restricted use of promoting and developing affordable housing and park projects within District 3. (g) Southside Park. Southside Park shall remain a public park owned by the City and available for use by its residents and visitors, except that the Developer and the City shall enter into an agreement to allow access, temporary parking and construction staging to allow for the construction In 1 Z:7 of the Project (as required pursuant to Section 10(e) herein) and the Southside Park Improvement Plans. (h) Developer shall exercise commercially reasonable efforts to consult and coordinate with the City's CareerSource South Florida Center located at the Lindsey Hopkins Technical Center at 750 NW 20th Street, 4th Floor, Miami, Florida 33127 the Youth Co -Op, Inc. located at 5040 NW 7th Street, Suite 500, Miami, Florida 33126-, and state and/or County economic development entities regarding job training and job placement set -vices to the City residents seeking employment opportunities with potential employers which will locate or establish businesses within the Project. Developer agrees to use , diligentgood faith eftbrts to achieve or to cause its general contractor(s) Z:� and subcontractors (each, individually, a "Contractor") to use diligent, good faith efforts to achieve, as applicable, the aspirational goals set tbrth in Section 12(i) of this Agreement. First preference will be given to City residents who have lived within the City limits for one or more years. (i) Developer shall cause each Contractor to exercise commercially reasonable efforts to cause at least twenty-five percent o t" the employees for the Project to be residents of the area comprised of the 33130, 33128 or 33135 zip codes (the "Initnediate Vicinity"). If, despite commercially reasonable efforts, a Contractor shall be unable to procure enough employees from the Immediate Vicinity, Developer shall cause such Contractor to exercise commercially reasonable efforts to cause at least twenty-five percent of the employees for the Project to be residents of the Immediate Vicinity or the area comprised by the five (5) zip codes with the highest poverty rates in the City (the "City Targeted Area"). If, despite commercially reasonable efforts, a Contractor shall be unable to procure enough employees from the Immediate Vicinity and the City Targeted Area, Developer shall 15 CFN: 20200244820 BOOK 31909 PAGE 862 cause such Contractor to exercise commercially reasonable efforts to cause at least twenty-five percent of the employees for the Project to be residents of the Immediate Vicinity, the City Targeted Area and any other areas of the City. If, despite commercially reasonable efforts, a Contractor shall be unable to procure enough employees frorn the Immediate Vicinity, the City Targeted Area and any other areas of the City. Developer shall cause such Contractor to exercise commercially reasonable efforts to cause at least twenty-five percent of the employees for the Project to be residents of the Immediate Vicinity, the City Targeted Area, any other areas of the City and the area comprised by the five (5) zip codes with the highest poverty rate in the County (-Lounty TarZE12 I 1.� I _d Area"). if., despite commercially reasonable efforts, a Contractor shall be unable to procure enough employees from the Immediate Vicinity, the City Targeted Area, any other areas of the City and the County Targeted Area, Developer shall cause such Contractor to exercise commercially reasonable efforts to cause at least twenty-five percent of the employees for the Project to be residents of the Immediate Vicinity, the City Targeted Area, any other areas of the City, the County Targeted Area and any other area of the County. 11" despite commercially reasonable eff'orts, a Contractor shall be unable to procure enough employees from the Immediate Vicinity, the City Targeted Area, any other areas of the City, the County Targeted Area and any other areas of the County (collectively, the "Hiring Z� tn Preference Zones"), such Contractor shall be permitted to hire such workers frorn outside the Hiring Preference Zones as such Contractor shall deem appropriate in the exercise of its sole discretion. 0) Developer shall cause each Contractor to exercise commercially reasonable efforts to electronically post Job opportunities in established job outreach websites and organizations, including, without limitation, Youth Co -Op, Inc., South Florida Workforce, Florida Department of Economic Opportunity Career Source of South Florida located in Miami, their successors or assigns, and similar programs in order to attract as many eligible minority applicants for such jobs as possible. (k) In connection with the work perfortned by Developer to construct the Project pursuant to this A-reement, Developer shall cause the Contractor to pay a minimum hourly wage rate of twelve dollars and eighty-three cents ($12.83) if health benefits are not provided to employees and eleven eighty-three; dollars and fifty-eight cents ($11.58) it'health benefits are provided to employees. Commencing January I st, 2022 and for the duration of the Project ("CPI Escalation Year") the foregoing hourly 1-n Z� rates shall be increased on January I st of the applicable calendar year by an amount equal to the percentage increase during the calendar year immediately prior to the CPI Escalation Year in the consumer price index ("Index"), which is the monthly index published by the Bureau of Labor Statistics of the United States Department of Labor as the Consumer Price Index for All Items, Miarni-Ft, Lauderdale, Florida, Base Year 1982-84=100, The Index adjustment to the minimum hourly wage rates shall hereinafter be referred to as the "CPI Escalation". The CPI Escalation of the minimum hourly wage rates for the CPI Escalation Year shall be equal to the minimum hourly wage rates in effect for the calendar year inmiediately preceding the CPI Escalation Year multiplied by the CPI Percentage (as defined below). The -'CPI Percentage" shall equal the fraction (i) whose numerator equals the monthly Index published immediately prior to the CPI Escalation Year (or the nearest reported previous month) and (ii) whose denominator is the sarne monthly Index published immediately prior to the calendar year that preceded the CPI Escalation Year (or the nearest reported previous month). If' the Index is discontinued with no successor Index, the City shall select a commercially reasonable comparable index. The Index adjustment set forth herein shall not result in a reduction of the respective minimum hourly wage rates. Ulm CFN: 20200244820 BOOK 31909 PAGE 863 (1) Developer shall exercise commercially reasonable efforts to require each Contractor to include the same minimum hourly wage rates in any contracts entered into by such Contractor with Z:� its subcontractors for the Project who will stipulate and agree that they will pay the same minimum hourly wage rates, subject to adjustment, as set forth in this section. (m) Developer shall exercise commercially reasonable efforts to provide ten (10) full -page weekly advertisements in the Diario cle las Amei-icas newspaper or another newspaper of general circulation agreed to by the Parties to inform residents of job opportunities and job fairs prior to construction commencement. This shall be in addition to advertisements done through other job Outreach websites, organizations, and efforts. I (n) Developer shall exercise commercially reasonable eftorts to comply with the following: (1) Seven and one hall' percent (7.5%) of the total contract amount(s) for professional services agreements for soft costs including, but not limited to, design, engineering, survey, inspection, testing, and legal, shall be awarded Z:7 to firms certified by the County as Community Business Enterprise ("CBE"). Community Small Business Enterprise ("CSBE"), and Small Business Enterprise (­SBE­) firms at the time each contract is signed; and (2) Ten percent (10%) of the total contract arnount(s) for contracts for construction and construction -related materials, supplies and fixtures shall be awarded to firms certified by the County as CBE, CSBE, and SBE firms at the time the contract is signed. (o) No later than sixty (60) days prior to issuance ot'a Development Permit for the construction of vertical improvements for the Project, Developer will designate a firm who shall be CBE, CSBE I and SBE certified to monitor Developer's compliance with Sections 12(n)(1) and (2) of this Agreement. Z11 (p) Capital Transaction Fee. . (1) Upon the Final Capital, Event, Developer shall pay to the City the Final Capital Transaction Fee. (2) Until such time as the Final Capital Event occurs, Developer shall pay to the City a Capital Event Fee in connection with each Capital Event. Each Capital Event Fee that Developer pays to the City shall serve as a credit toward the Final Capital Transaction Fee, required pursuant to Section 12(p)(1) above, upon the occurrence of the Final Capital Event. (3) The City reserves the right to examine the Developer's books and records in connection with determining any Capital Event Fee and the Final Capital Transaction Fee. The Developer additionally agrees to the applicability ofthe audit, inspection and resolution of contract dispute provisions set forth in Sections 18-101, 18-102, and 18-105 ofthe City Code, as amended which are deemed as supplemental provisions to this Section and as being incorporated by reference herein. M CFN: 20200244820 BOOK 31909 PAGE 864 (4) The City's right to the Final Capital Transaction Fee shall survive frorn the Effective Date until paid as to the entire Private Development. A covenant or other deed restriction shall be recorded against the Project Site (or Expanded Project Site, as applicable) by Developer to memorialize the ternis of this Section, and shall only be released at such time that the Final Capital Event has occurred, and the Final Capital Transaction Fee has been paid to the City. (5) As used herein, the following terms shall have the following meanings: a. "Applicable Gross Sale Amount" shall mean the portion of the Gross Sale Amount attributable solely to the value of Applicable Portion. b. "Applicable Loan Proceeds" shall mean the portion of the Loan Proceeds attributable solely to the value of the Applicable Portion. C. "Applicable Percentage" shall mean: (a) one percent (I %) if the Final Capital Event occurs within five (5) years of the Effective Date-, (b) one and one half percent (1,50%) if the Final Capital Event occurs within years six (6) through ten ( t 0) following the Effective Date- (c) two percent (2.00%) if the Final Capital Event occurs within years eleven (11) through fifteen (15) following the Effective Date-, or (d) three percent (3.00%) if the Final Capital Event occurs at any point after year fifteen (15). d. 4'Ap ,21icable Portion" shall mean the percentage of floor area of the Private Development that were associated with the Existing Fire Station Parcel prior to the Effective Date and acquired by Developer upon the conveyance of the Existing Fire Station Parcel. Based on a total floor area of 3,262,500 square feet, the Applicable Portion shall be 49.43% of the Applicable Loan Proceeds or Applicable Gross Sale Amount. e. "Capital Event" shall mean each refinancing of the entire Private Development (excluding any construction loans). f. "Capital Event Fee" shall mean a fee, if any, equal to one percent (1%) of (i) the Applicable Loan Proceeds less (ii) the Public Benefits Contributions. 9. "Final Capital Event" shall mean the First Transfer following the Effective Date. E "Final Capital Transaction Fee" shall mean a fee, if any, equal to the Applicable Percentage of the (i) Applicable Gross Sale Amount (ii) less the Public Benefits Contributions. i. "Gross Sale Amount" shall mean the gross sale proceeds actually received by the Developer upon the consummation of any Transfer. The Developer shall furnish to the City a copy of financial statement, a closing statement, a Transfer document, or other similar documentation in connection therewith as shall reasonably demonstrate the Gross Sale Amount. is CFN: 20200244820 BOOK 31909 PAGE 865 i. "Loan Proceeds" shall mean the net proceeds available to the Developer frorn any refinancing after deduction of (i) all third party costs and expenses incurred by the Developer in connection with the refinancing transaction, including, without limitation, all fees, costs and expenses imposed by the Developer's lender and any rating agencies, as well as title and survey costs, escrow fees appraisal costs, consultant costs and attorneys' fees and costs and (ii) all amounts required to repay then -existing debt being I 4:� 1_� refinanced. The Developer shall furnish to the City a copy of' a closing statement or other similar documentation in connection therewith and shall reasonably dernonstrate the amount of the Loan Proceeds. k. "Private Development" shall mean the private mixed -use tower and remaining private development of the Project as shown in the conceptual plans prepared by SHoP Architects PC, included as Exhibit H. The Private Development shall not include the New Fire Station, IFS Parking Spaces., or Southside Park. 1. "Public Benefits Contribution" shall mean the sum of amounts actually received by the City Pursuant to and/or in connection with the terns of this Agreement (including but not limited to the Pubic Benefit Contribution zn 1_� Amount, Arts, Culture and Entertainment Contribution, Streetscape Improvement Contribution, and Southside Park Improvements Contribution). in. "Transfer" shall mean the sale, assignment, or transfer of the entire Private Development to any person other than a Permitted Assignee. Section 13. Construction of encroachments within the Public Right -of -Way. To the extent set forth in the Project Plans, the City hereby agrees to expeditiously sign off on all pert -nits to permit encroachments within the public right-of-way as owner of the City -owned property that are the public rights -of -way and Southside Park, including but not limited to Public Works permits. Notwithstandim, the requirements ol'Section 55-14(c) of the Code of the City of Miami, Florida, as amended (the -City Code"), the Citv aarees, to waive any and all claims to payment of a user fee in connection with the construction ot'such encroachments within the public rights -of -way. Further, this Agreement shall satisfy the requirements of Section 55-14(d) of the City Code. In consideration for authorizing the construction of the aforementioned encroachments, Developer further covenants to: (a) Provide an insurance policy, in an amount determined by the City's Risk Manager, naming the City as additional insured for public liability and property damalge. The insurance shall remain in effect for as long as the encroachment(s) exist above the City -owned property. Should Developer fail to continuously provide the insurance coverage, the City shall have the right to secure a similar insurance policy in its name and place a special assessment lien against the Developer's abutting private property for the total cost of the premium. (b) Developer shall hold harmless and indemnify the City, the State of Florida, as applicable, and then- respective officials and employees from any claims for damage or loss to property and injury E CFN: 20200244820 BOOK 31909 PAGE 866 to persons of any nature whatsoever arising out of the use, construction, and development of- the Project and from and against any clairns which may arise out of the granting ofperrnission for the 1 1.7 encroachments or any activity performed under the terms of this Agreement. Section 14. 1 The Project will be required to comply with all applicable Federal, State. and County signage rules, taws, orders, regulations, statutes, or ordinances. Permitted signage zt� will accomplish the fbIlowing goals: (i) moving pedestrians and vehicle traffic around Block 85 safely and efficiently, (ii) promoting safe and efficient pedestrian traffic within Block 85; and (iii) properly identifying the Project. The Signage program will include. but is not limited to, the following sign types, some or all of which may incorporate LCD, LED, or similar electronic technology if approved and legally authorized: (i) directional signage; (it) ground signage, (in) wall signage; (iv) monument signage; and (v) tower signage. The Signage program shall apply to signage signage; visible from public rights -of -way but shall not apply to signage internal to the Project or not otherwise visible from the public tight -of -way. Signage shall comply with Applicable Laws and related permitting. Section 15. Developer intends to establish a uniform valet system to set -vice the Project. Notwithstanding the limitations set forth in Sections 35-305 oftheCity Code, a maximum of three (3) valet permits may be issued for the operation of a valet parking ramp on the same side of the block where the permit applicant is the operator of the uni form valet system. Robotic parking within enclosed parking structures shall also be permitted. Section 16. Alcoholic Beveragve Sales. Alcoholic beverage sales shall be permitted 1- anywhere within the Project, except for Southside Park, in accordance with any applicable requirements in Chapter 3 )3C of the County Code, and any other Applicable Laws. Section 17. Environmental. The City finds that the Project will confer a significant net improvernent upon the publicly accessible tree canopy in the area. The City and Developer agree that Developer will comply with the intent and requirements or Chapter 24 of the County Code by preforming tree replacement within the Brickell Station Subzone where necessary. I Section 18. Release of Existing Agreements. This Agreement replaces and supersedes the 2018 Public Benefits Agreement. Section 19. Entire Agreement. This Agreement sets forth the entire Agreement and understanding between the Parties with respect to the subje ct matter contained herein and merges all prior discussions between Developer and the City. Section 20. Compliance with Fire/Life Safety Laws. The Project shall be constructed in accordance with the requirements of all Applicable Laws, ordinances and regulations, including without limitation life safety codes. Section 21. 1 pact Fees. Developer shall be obligated to pay such impact fees in connection with the construction of the Project (other than the New Fire Station) as may be required by the Chapter 13 of the City Code as in effect as of Effective Date. However, special provisions related to the payment ofthe Park Impact Fee are described in Section 12(b). This Agreement does I It, not address any County Impact Fees, as applicable. WM CFN: 20200244820 BOOK 31909 PAGE 867 Section 22. Necessity of Coniplving_ with Regulations Relative to Develop men Permits. The Parties agree that the failure of this Agreement to address a particular permit, condition, fee, term license or restriction in effect on the Effective Date shall not relieve the Developer of the necessity of complying with the regulation governing said permitting requirements, conditions., fees, terms, licenses, or restrictions. If state or tederal laws are enacted after the execution of this Agreement that are applicable Z� to and preclude the Parties' compliance with the terms of this Agreement, this Agreement shall be modified or revoked as is necessary to accomplish the spit -it of this Agreement and comply with the Z7 relevant state or federal laws. Section 23. Cooperation and Time is of the Essence. The Parties agree to cooperate with each other to the fullest extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to this Agreement. The Parties agree to cooperate to achieve construction C� efficiency during construction of the Project, including but not limited to, coordination with respect to access, surveys, borings, environmental compliance, and permitting. The City agrees to use its best efforts to prevent interference with construction of the Project, including temporarily limiting the occupancy of the New Fire Station while construction of the Project is ongoing. The City shall designate a point of contact within the City to assist Developer in achieving its development and construction milestones. Section 24. Notice. All notices, demands and requests which may or are required to be (liven hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal set -vice 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 (teemed given when Z_� received. Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States le -al 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. Z� To the City: City Manager, City of Miami 3500 Pan American Drive Miami, FL 33133 With a copy to: City Attorney, City of Miami Attn: Victoria Mendez, City Attorney Miarni Riverside Center 444 S.W. 2nd Ave., 9"' Floor Miami, FL 33130 City of Miami Dept. of Real Estate and Asset Management Attention: Daniel Rotenberg, Director Z" 444 SW 2 nd Avenue, .3`1 Floor Miami., FL 33130 To Developer: 191 SW 12 Owner LLC 9 CFN: 20200244820 BOOK 31909 PAGE 868 c./o JDS Development Group Attn: Michael Stern 104 5th Ave, 9th Floor New York, NY 10011 With a copy to: Bercow Ruder, Fernandez Larkin & Tapanes, PLLC Attn: Melissa Tapanes Llahues, Esq. 200 S. Biscayne Boulevard, Suite 850 Miami, FL 33131 Kasowitz Benson Torres LLP Attn: Albert Delgado, Esq. 1441 Brickell Avenue, Suite 1420 Miami, FL 33131 Any Party to this Agreement may change its notification address(es) by providing written noti fication to the other Party pursuant to the terms and conditions of this section. Section 25. Multiple Ownership. In the event of multiple ownership subsequent to the approval of this Agreement, each of the subsequent owners, mortgagees and other successors in interest in and to the Block 85 Assemblage (or any portion thereof' including condominium unit owners) shall be bound by the terms and provisions of this Agreement as covenants that run with the Block 85 Assemblage. Section 26. Common Area Maintenance. A maintenance and indemnification Covenant to run with the land, in a form approved by the City Attorney, shall be required for any non-standard improvements and public amenities located within the public rights -of -way. Said Covenant shall identify a single person or single entity as the responsible party for all such non-standard improvements and public amenities located in the public right-of-way included in the Brickell Station Subzone. Developer wilt create prior to the conveyance of any portion of the Block 85 Assemblage, an association or other entity which shall provide for the maintenance of all common areas, private roadways, cross -easements, and other amenities common to the Block 85 Assemblage-, provided that this requirement shall not apply to any conveyance of the entire Block 85 Assemblage. This Agreement shall not preclude the owner(s) of any portion of the Block 85 Assemblage from maintaining then- own buildings or common areas not common to the Block 85 Assemblage outside the control of the association. The instrument creating the association or other entity shall be subject to the reasonable approval of the City Attorney. Section 27. Enforcement. The City, its successors or assigns. and Developer, its assigns. successors or assigns; shall have the right to enforce the provisions of this Agreement. Enforcement shall be by action at law or in equity against any parties or persons violating or attempting to violate any covenants, either to restrain violation or to recover damages or both. Each party shall bear their own respective Attorney ' s fees. Section 28. Exclusive Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the Parties that this Agreement shall be governed by the laws of the State or 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 M CFN: 20200244820 BOOK 31909 PAGE 869 provision hereof shall be instituted only in the courts of the State of Florida or federal courts and venue for any such actions shall exclusively in a court of competent jurisdiction in Miami -Dade County. In addition to any other legal rights, the City and Developer shall each have the right to specific performance of this Agreement in court. Each party shall bear its own attorney's fees in connection with any litigation, mediation or arbitration arising out of this Agreement. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned Courts and irrevocably waive any objections to said jurisdiction. The Parties irrevocably waive any rights to ajury trial. I z:1 Section 29. Voluntary o pliancc. 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 271 shall continue to honor the terms and conditions of this Agreement to the extent allowed by law-, provided that if the invalidation of such tern -is and conditions would have a material adverse effect on the Parties and/or Parties' ability to perform its obligations under this Agreement, as determined in the Parties' reasonable discretion, then the adversely affected Party shall have the right to terminate this Agreement upon sixty (60) calendar days prior written notice to the other Party, (a) Developer shall be in default under this Agreement if Developer fails to perform or breaches any term, covenant, or condition of this Agreement which is not cured within thirty (30) days after receipt ofwritten notice from the City specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days. then Developer shall not be in default if it con-u-nences 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 term, covenant, or condition of this Agreement and such failure is not cured within thirty (30) days after receipt of written notice hom 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 Zle prosecutes such cure to completion, provided, however, such additional cure period shall in no event exceed an additional sixty (60) days. (c) It shall be a default under this Agreement if either party is declared bankrupt by a court of Z.7 competent jurisdiction. Section 31. Remedies Upon Default. Upon the occurrence of a default by a party to this Agreement not cured within the applicable (,race period, Developer and the City agree that either party may terminate this Agreement prior to the issuance of the Final Site Plan Approval or I in may seek specific performance ot'this .Agreement,, and that seeking either termination or specific performance shall not waive any right of such party to also seek monetary damages, injunctive relief, or any other relief Section 32. Obligations Surviving Termination Hereof. Notwithstanding any contrary terin 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 23 CFN: 20200244820 BOOK 31909 PAGE 870 expiration of a one (1) year term following the earlier or the effective date ot'such termination or the expiration of the Term- (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of either Party arising during or attributable to the period prior to expiration or earlier In 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. Section 33. No Oral Change or Termination. This Agreement and the exhibits and appendices attached hereto and incorporated herein by reference, if any, constitute the entire Agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the Parties with respect to the subject matter hereof, zI- Z:I and no change, triodification, or discharge hereol'in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the Party against whom enforcement of the change, modification or discharge is sought. This Agreement cannot be changed or terminated orally. Section 34. Lack of Age ev Relationship. Nothing contained herein shall be construed as establishing an agency relationship between the City and Developer and neither Developer nor its employees, agents, contractors, subsidiaries, divisions, affiliates or guests shall be deemed agents, instrumentalities, employees, or contractors of the City for any purpose hereunder, and the City, its officials, contractors, agents, and employees shall not be deemed contractors, agents; or employees n of Developer or its subsidiaries, divisions or affiliates. Section 35. Successor(s), Assigns, and Designees, This Agreement shall be binding upon and inure to the benefit of the Parties, their successors and '/or assigns. Developer may not assign any of its obligations hereunder to any person or entity other than a Permitted Assignee (as hereinafter defined) without the prior written approval of the City Manager, in its reasonable discretion, provided that such approval shall not be unreasonably withheld, conditioned or delayed. Developer may assign its rights and obligations under this Agreement to a Pen-nitted Assignee. For t- Z:I Z:� purposes hereof, the term -Permitted Assignee- shall mean (i) an affiliate of Developer, and/or (ii) any entity controlled by Developer. Nothing contained herein shall be deemed to be a dedication, Z� conveyance or grant to the public in general nor to any persons or entities except as expressly set forth herein. Section 36. Third Partv Defense. The Developer shall, at its own cost and expense, vigorously defend any claims., suits or demands brought against the Developer and/or the City by third parties challenging the Agreement or the Project, or objecting to any aspect thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.3215. Florida Statutes (2019), (ii) a petition for writ of'certiorari. (iii) an action for declaratory judgment, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). The City and Developer shall promptly (live the other written notice of any such action, including those that are pending or threatened, and all responses, filings, and pleadings with respect thereto. This shall be among the Developers duties to indemnify, hold harmless and defend the City under Section 10(m) of the Agreement sting although the City will cooperate with the Developer in assisting the Developer with the Z� Z-1 Developer's defense of such claims on the City's behalf'. 24 CFN: 20200244820 BOOK 31909 PAGE 871 Section 37. No Third -Party Beneficiary. No persons or entities other than Developer., the City, their heirs, permitted successors and assigns, shall have any rig its whatsoever under this In Agreement. Section 38, Recording. This Agreement shall be recorded in the Public Records of Miami -Dade County, Florida at Developer's expense. A copy of the recorded Agreement shall be provided to the City Clerk and the City Attorney within two (2) weeks of'recording I �nl Section 39, Representations; Representatives. Each Patty represents to the other that this Agreement has been duly authorized, delivered, and executed by such Party and constitutes the legal, valid, and binding obli-ation of'such Party, enforceable in accordance with its terms. Section 40. No Exclusive Remedies. No remedy or election given by any provision in I Z:� the Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the remedies granted hereunder upon a default of` the other Party shall be cumulative and in addition to Z�I all other remedies of law or equity arising from such event of default, except where otherwise 47, expressly provided. Section 41. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. Section 42. Estoppel. The City shall, within thirty (30) days of its receipt of'a written request ftoin Developer, provide Developer with a written estoppel certificate duly executed stating (a) to the best of the City's knowledge whether Developer is in default or violation of this Agreement and settin- forth with specificity the default or violation (if any); (b) that this Agreement is in full force and effect and identifying any amendments to the Agreement as of the date of such certificate; and (c) such other information as may be reasonably requested by Developer or any Prospective purchaser or lender. Such estoppel certificate shall be certified to Developer and any prospective purchaser and/or lender, as applicable, The City may charge a modest regulatory fee for processing of each such request. Section 43. Covenant of Good Faith. The Parties affirm, agree and represent that they will employ good faith and utilize fair dealing in the conduct all actions, undertakings and performance under this Agreement. Section 44. City's Rights as Sovereign. Notwithstanding any language to the contrary language In contained in this Agreement, the City retains all of its sovereign prerogatives and rights as a Z� In municipal corporation under Florida laws and shall in no way be estoppel from withholding or refusing to issue any approvals of applications for building or zoning; from exercising its planning Z:� I Z:� 1:� Z:I C� or regulatory duties and authority; and from requiring development under present or future Laws and Ordinances of whatever nature applicable to the design, construction and development of the Project I provided for in this Agreement, provided that City's exercise of its sovereign -1m rights shall be in compliance with Applicable Laws and shall not be arbitrary or capricious. For the avoidance of doubt, this Agreement shall not impose any obligation upon the City in its regulatory capacity, nor shall any penalty or default under this Agreement be imposed upon the City for actions undertaken in its regulatory capacity. M CFN: 20200244820 BOOK 31909 PAGE 872 Section 45. Force Majeure, The Parties shall not be liable to the other nor be deemed to have defaulted hereunder, and shall excuse the other from their respective obligations under this Agreement for any failure or delay in performing their respective obligations where such failure or delay to perform is caused by a Force Majeure event, which is defined herein as any acts of national security, national emergency, acts of God, war, act or threats of terrorism, domestic 'government regulations, strikes (other than strikes of Developer's employees), fire or other natural calamity, disorder, civil disobedience, curtailment of transportation facilities or service, or any other fo r occurrence which makes it illegal or impossible "' r either of the Parties to perform their respective obligations under this Agreement. Neither party shall be entitled to claim Force Majeure for events caused, directly or indirectly, by the claiming party or individuals or entities under its control and Force Majeure is not intended to include any contract dispute between Developer and its contractors. NOW, WHEREOF., the City and Developer have caused this Agreement to be duly executed. [Execution Pages for the City and Developer Follow] M CFN: 20200244820 BOOK 31909 PAGE 873 ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida v: Tod(FL3. Arthur *riegya V City Clerk City Manager APPROVE-dAS TO LEGAL FORM AND APPROVED AS To INS UR CORRE CTNES: REQUIREMENTS: Victoria Nt`ndez Ann -Marie �harp'e Cite At i ney,. Risk Mianagemen't Director STATE OF )SS COUNITY OFN��� —�avt�e The foregoing instrumentwas acknowledged before me this day of 2020 by AD e City of fi liZi' ofMiarni,Floridawhois a Personknown known to 1�c or prodUced a valid driver's license as identification. Notary Public: Sign Name: Print Name: hyf a CFN: 20200244820 BOOK 31909 PAGE 874 0, 14p,,e,f IN WITNESS WHEREOF, these presents have been executed this day of 2020 Witnesses By: Print Name: Ah6k By: 0, � Wk& Print Nameo—� 6E�w STATE OF 'flbr )'S COUNTY OF o aOAAC 191 SW 12 Owner, LLC, a Delaware limited liability corp By: Narne- Title: The foregoing instrument was acknowle ged before me this day o*012020 by1-tVq of 191 SW 12 Owner, C who is ,qer, wl' C Personally known to me or 47produced a valid driver' i1c use as identification. I Notary Public: Sign Name: Print Name: Vb s i My Commission Expires to [NOTARIAL SEAL] . ...... . . . CFN: 20200244820 BOOK 31909 PAGE 875 EXHIBITS A Legal Description of Existing Fire Station Parcel B Legal Description of 191 SW 12 Street Parcel C City of Miami Resolution No. R-17-0330 D Legal Description of 12' Street Parcels E City of Miami Resolution No. R-613-18 F Miami -Dade County Resolution No. 18-66 G Interlocal Agreement H Project Plans I City of Miami Insurance Requirements J Southside Park Improvements Plans CFN: 20200244820 BOOK 31909 PAGE 876 Exhibit A: Legal Description of Existing Fire Station Parcel Existing Fire Station (1131, 1105, 1115 & 1133 SW 2nd Avenue) The Land referred to herein below is situated in the County of Miami -Dade, State of Florida, and is described as follows: Parcel 1: Lot 8 and Lot 11, less the West 10 feet, Block 85 South of MIAMI HEIGHTS, according to the Plat thereof as recorded in Plat Book 5, Page(s) 29, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lot 9, Block 85 South of MIAMI HEIGHTS, according to the Plat thereof as recorded in Plat Book 5, Page(s) 29, of the Public Records of Miami -Dade County, Florida. Parcel 3: Lot 10, less the West 10 feet, Block 85 South of MIAMI HEIGHTS, according to the Plat thereof as recorded in Plat Book 5, Page(s) 29, of the Public Records of Miami -Dade County, Florida. Parcel 4: Lot 12 and the North 75 feet of Lot 13 and 1/2, Block 85 South of MIAMI HEIGHTS, according to the Plat thereof as recorded in Plat Book 5, Page(s) 29, of the Public Records of Miami -Dade County, Florida. CFN: 20200244820 BOOK 31909 PAGE 877 Exhibit B: Le2al Description of 191 SW 12 Street Parcel 191 SW 12 Street: Lot 13, Less the West 10 feet thereof, together with the South 75 feet of Lot 13-1/2, Block 85 South, MIAMI HEIGHTS, according to the map or plat thereof as recorded in Plat Book 5, at Page 29, of the Public Records of Miami -Dade County, Florida. CFN: 20200244820 BOOK 31909 PAGE 878 Exhibit C: City of Miami Resolution No. R-17-0330 [Attached] EXHIBIT C CFN: 20200244820 BOOK 31909 PAGE 879 City of Miami Legislation dA1 {x Resolution: R-17-0330 File Number: 2341 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 7/13/2017 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE A PUBLIC BENEFIT AGREEMENT REGARDING CONSTRUCTION OF THE NEW FIRE STATION NO. 4 ("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI ("CITY") AND SOUTHSIDE PLACE, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("SOUTHSIDE"), PURSUANT TO SECTION 29-B(C) OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CHARTER"), PROVIDING FOR THE CONVEYANCE OF CITY PROPERTY TO IMPLEMENT THE PROJECTS OF ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, WHEREBY SOUTHSIDE SHALL CONVEY TO THE CITY ITS PROPERTY ADJACENT TO THE CITY'S PROPERTY, THE LOCATION OF THE CITY'S DEPARTMENT OF FIRE -RESCUE STATION NO. 4 ("FIRE STATION NO. 4"), FOR THE CONSOLIDATION OF BOTH PROPERTIES INTO ONE, NEW UNIFIED CITY PROPERTY; FURTHER PROVIDING THE VARIOUS FOLLOWING BENEFITS, AT THE SOLE COST AND EXPENSE OF SOUTHSIDE: THE INVESTMENT OF EIGHT MILLION DOLLARS ($8,000,000.00) TOWARDS THE CONSTRUCTION OF A NEW FIRE STATION NO. 4, PURSUANT TO CITY SPECIFICATIONS, CONSISTING OF OVER THIRTY THOUSAND (30,000) SQUARE FEET OF SPACE, TWO (2) FLOORS WITH A MEZZANINE, NEW WORKOUT EQUIPMENT, AND AMPLE SPACE FOR THE DIFFERENT SIZED FIRE -RESCUE TRUCKS THE CITY WILL BE OBTAINING; UPON COMPLETION OF THE NEW FIRE STATION NO. 4, CONSTRUCTION OF A PARKING GARAGE PEDESTAL, ABOVE THE SAME, AND A MIXED -USE TOWER, WITH FIRST FLOOR RETAIL; AFTER ISSUANCE OF A TEMPORARY CERTIFICATE OF OCCUPANCY, PAYMENT TO THE CITY OF TWO MILLION TWO HUNDRED THOUSAND DOLLARS ($2,200,000.00) RESTRICTED FOR THE PURCHASE OF ONE (1) LADDER TRUCK, ONE (1) ENGINE TRUCK, TWO (2) FIRE -RESCUE TRUCKS, AND TWO (2) FORD TRUCKS; CONVEYANCE TO THE CITY OF FIFTY (50) PARKING SPACES VALUED AT APPROXIMATELY ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) FOR USE BY THE CITY, WITH MANAGEMENT BY THE MIAMI PARKING AUTHORITY ("MPA"); ANNUAL PAYMENT TO THE CITY OF A PROFIT PARTICIPATION PAYMENT OF FIVE PERCENT (5%) OF ALL PROFITS GENERATED BY THIS PROJECT, WITH THE INITIAL EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00) OF THAT AMOUNT PAID IN ADVANCE TO THE CITY, REGARDLESS OF THE ACTUAL PROFITS GENERATED BY SOUTHSIDE; WITH THE PROFITS OF ANY POTENTIAL FUTURE SOUTHSIDE SALE OR LEASE GOING DIRECTLY TOWARDS THE CITY'S DEPARTMENT OF FIRE -RESCUE; WITH TERMS AND CONDITIONS AS MORE PARTICULARLY DESCRIBED IN THE AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO MAKE SUCH REVISIONS AND NON -SUBSTANTIVE AMENDMENTS TO THE City of Miami Page 1 of 3 File ID: 2341 (Revision: A) Printed On: 812212019 CFN: 20200244820 BOOK 31909 PAGE 880 File ID: 2341 Enactment Number: R-17-0330 AGREEMENT AS DEEMED NECESSARY, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY. WHEREAS, the City of Miami ("City") is the owner of the Department of Fire -Rescue Station No. 4, located at 1105, 1115, 1131, and 1133 Southwest 2nd Avenue, Miami, Florida ("Fire Station No. 4"); and WHEREAS, Southside Place, LLC, a Florida limited liability company ("Southside"), is the owner of the adjacent property located at 191 Southwest 12th Street, Miami, Florida; and WHEREAS, Southside has offered a Public Benefit Agreement Regarding Construction of the New Fire Station No. 4 ("Agreement") to consolidate its property with the City's, at no compensation, for the creation of two (2) separate parcels, one consisting of an air rights parcel to be owned by Southside ("Air Rights Parcel") and the other consisting of a fee parcel to be owned by the City ("Fee Parcel"); and WHEREAS, Southside shall construct a new, larger, state of the art Fire Station No. 4 for the City on the Fee Parcel, at Southside's sole cost and expense, for eight million dollars ($8,000,000.00), consisting of over thirty thousand (30,000) square feet of space, two (2) floors with a mezzanine, new workout equipment, and ample space for different sized fire -rescue trucks the City will be obtaining; and WHEREAS, Southside intends to construct a mixed -use tower with first floor retail and a parking garage pedestal on the Air Rights Parcel; and WHEREAS, upon issuance of a temporary certificate of occupancy, Southside shall pay the City two million two hundred thousand dollars ($2,200,000.00) restricted for the purchase of one (1) ladder truck, one (1) engine truck, two (2) fire -rescue trucks, and two (2) Ford trucks; and WHEREAS, Southside shall convey to the City fifty (50) parking spaces valued at approximately one million five hundred thousand dollars ($1,500,000.00) for use by the City, with management by the Miami Parking Authority ("MPA"); and WHEREAS, in furtherance of Southside's construction of the project, Southside shall pay the City an annual Profit Participation Payment of five percent (5%) of all profits generated by this project, with the initial eight hundred thousand dollars ($800,000.00) of that amount paid in advance, regardless of the actual profits generated; and WHEREAS, the profits of any potential sale or lease shall go directly towards the City's Department of Fire -Rescue ("Fire -Rescue"); and WHEREAS, Section 29-13(c) of the Charter of the City of Miami, Florida, as amended ("Charter"), provides for the conveyance of City property to implement projects of any governmental agency or instrumentality; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. City of Miami Page 2 of 3 File ID: 2341 (Revision: A) Printed on: 8/22/2019 CFN: 20200244820 BOOK 31909 PAGE 881 File ID: 2341 Enactment Number: R-17-0330 Section 2. Pursuant to Section 29-13(c) of the Charter, the City Manager is authorized' and directed to execute the Agreement, in substantially the attached form, between the City and Southside, whereby Southside shall convey to the City its property adjacent to the City's Fire Station No. 4 for the consolidation of the properties into one, new unified City property, providing the various following benefits, at the sole cost and expense of Southside: the investment of eight million dollars ($8,000,000.00) towards the construction of a new Fire Station No. 4, pursuant to City specifications, consisting of over thirty thousand (30,000) square feet of space, two (2) floors with a mezzanine, new workout equipment, and ample space for different sized fire -rescue trucks the City will be obtaining; upon completion of the new Fire Station No. 4, construction of a parking garage pedestal above the same and a mixed -used use tower with first floor retail; upon issuance of a temporary certificate of occupancy, payment to the City of two million two hundred thousand dollars ($2,200,000.00) restricted for the purchase of one (1) ladder truck, one (1) engine truck, two (2) fire -rescue trucks, and two (2) Ford trucks; conveyance to the City of fifty (50) parking spaces valued at approximately one million five hundred thousand dollars ($1,500,000.00) for use by the City, with management by the MPA; annual payment to the City of a Profit Participation Payment of five percent (5%) of all profits generated by this project, with the initial eight hundred thousand dollars ($800,000.00) of that amount paid in advance, regardless of the actual profits generated by Southside; with the profits of any potential future Southside sale or lease going directly towards Fire -Rescue; with terms and conditions as more particularly described in the Agreement. Section 3. The City Manager is further authorized' to make such revisions and non - substantive amendments to the Agreement as deemed necessary, in a form acceptable to the City Attorney. Section 4. This Resolution shall become effective immediately upon adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS 1 Jr4iiaidez, City ttcar Bey 2/1412018 'The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. z If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 3 of 3 File ID: 2341 (Revision: A) Printed on: 8/22/2019 CFN: 20200244820 BOOK 31909 PAGE 882 Exhibit D: Le2al Description of 12th Street Parcels 145-165 SW 12th Street: Lots 14,15 and 16, Block 85 of MAP OF MIAMI DADE CO. FLA. (CITY OF MIAMI SOUTH), according to the Plat thereof as recorded in Plat Book B, Page(s) 41, of the Public Records of Miami -Dade County, Florida. CFN: 20200244820 BOOK 31909 PAGE 883 Exhibit E: City of Miami Resolution No. R-613-18 [Attached] OFFICULFUZ COPY RIK OF OF COUNTY C WS ARCFN: 20200244820 BOOK 31909 PAGE 884 MEMORANDUM Amended Agenda Item No. I I (A)(2) TO: Honorable Chairman Esteban L. Bovo, Jr. DATE: June 5, 2018 and Members, Board of County Commissioners FROM: Abigail Price -Williams SUBJECT: Resolution approving an County Attorney InterlocaI Agreement between Miami -Dade County and the City of Miami in connection with the proposed expansion of the Rapid Transit Zone to include private property adjacent to the Brickell Metrorail Station; authorizing the t County Mayor to execute the Agreement in substantially the form attached and to exercise the provisions contained therein Resolution No. R-613-18 The accompanying resolution was prepared and placed on the agenda at the request of Prime Sponsor Chairman Esteban L. Bovo, Jr. APWlsmm l CFN: 20200244820 BOOK 31909 PAGE 885 MEMORANDUM (Revised) TO: Honorable Chairman Esteban L. Bovo, Jr. and Members, Board of County Commissioners Please note any items checked. DATE: .June 5, 2618 Amended SUBJECT: Agenda Item No. 11(A) (2 ) "3-Day Rule" for committees applicable if raised 6 weeks required between first reading and public hearing 4 weeks notification to municipal officials required prior to public hearing Decreases revenues or increases expenditures without balancing budget Budget required Statement of fiscal impact required Statement of social equity required Ordinance creating a new board requires detailed County Mayor's report for public hearing No committee review Applicable legislation requires more than a majority vote (i.e., 2/3's , 3/5's , unanimous ) to approve Current information regarding funding source, index code and available balance, and available capacity (if debt is contemplated) required CFN: 20200244820 BOOK 31909 PAGE 886 Approved Mayor Veto Override RESOLUTION NO. R-613-18 Amended Agenda Item No. I I (A)(2) 6-5-IS RESOLUTION APPROVING AN INTERLOCAL AGREEMENT BETWEEN MIAMI-DADE COUNTY AND THE CITY OF MIAMI IN CONNECTION WITH THE PROPOSED EXPANSION OF THE RAPID TRANSIT ZONE TO INCLUDE PRIVATE PROPERTY ADJACENT TO THE BRICKELL METRORAIL STATION; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR'S DESIGNEE TO EXECUTE THE AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED AND TO EXERCISE THE PROVISIONS CONTAINED THEREIN WHEREAS, Section 1.01(A)(17) of the Home Rule Charter authorizes the County to enter into a contract with other governmental units for the performance by one unit of government on behalf of the other; and WHEREAS, Miami -Dade County and the City of Miami desire to provide coordinated development of property within the City of Miami and adjacent to the County's Brickell Metrorail Station; and WHEREAS, the City of Miami desires to transfer to Miami -Dade County all zoning and permitting authority for the development of this property, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that the Agreement by and between Miami -Dade County, Florida, and the City of Miami is hereby approved, and the Board authorizes the County Mayor or County Mayor's designee to execute the agreement in substantially the form attached hereto and to exercise the provisions contained therein. 0 CFN: 20200244820 BOOK 31909 PAGE 887 Amended Agenda Item No. l l (A)(2) Page 2 The Prime Sponsor of the foregoing resolution is Chairman Esteban L. Bovo, Jr. It was offered by Commissioner Rebeca Sosa , who moved its adoption. The motion was seconded by Commissioner Esteban L. Bovo, Jr. and upon being put to a vote, the vote was as follows: Esteban L. Bovo, Jr., Chairman aye Audrey M. Edmonson, Vice Chairwoman absent Daniella Levine Cava aye Jose "Pepe" Diaz aye Sally A. Heyman aye Barbara J. Jordan aye Joe A. Martinez absent Jean Monestime aye Dennis C. Moss aye Rebeca Sosa aye Sen. Javier D. Souto absent Xavier L. Suarez aye District 5 - Vacant The Chairperson thereupon declared the resolution duly passed and adopted this 51h day of June, 201 S . This resolution shall become effective upon the earlier of (1) 10 days after the date of its adoption unless vetoed by the County Mayor, and if vetoed, shall become effective only upon an override by this Board, or (2) approval by the County Mayor of this Resolution and the filing of this approval with the Cleric of the Board. Approved by County Attorney as to form and legal sufficiency. 4� Dennis A. Kerbel MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS HARVEY RUVIN, CLERK By. Christopher pher .Agrippa Deputy Clerk �� CFN: 20200244820 BOOK 31909 PAGE 888 INTERLOCAL AGREEMENT FOR DEVELOPMENT OF PROPERTY SURROUNDING BRICKELL METRORAIL STATION This Interlocal Agreement ("Agreement") is entered into this _day of ,201 S, by and between Miami -Dade County, a political subdivision of the State of Florida ("County"), and the City of Miami, a municipal corporation located within the geographic boundaries of Miami -Dade County, Florida ("City") pursuant to The Florida Interlocal Cooperation Act of 1969, Chapter 163, Section 163.01, Florida Statutes (2012), Section 6.06 of the Miami -Dade County Home Rule Charter, and Section 33-314(A)(4) of the Code of Miami -Dade County, Florida. WITNESSETH: WHEREAS, the County has adopted Chapter 33C of the Code of Miami -Dade County, Florida ("County Code"), which establishes the Rapid Transit Zone ("RTZ") and grants exclusive jurisdiction to the County for purposes of building and zoning approvals, water and sewer installations, environmental compliance, street maintenance, and utility regulation for all property located within the RTZ; and WHEREAS, the City and the County have a long history of mutual cooperation with regard to planning for and development in the RTZ; and WHEREAS, the City, by Resolution No. 78-453, urged the County to provide for joint private and public development opportunities, including essential retail services, employment centers, housing and institutional attractions in convenient proximity to rapid transit stations and pledged the greatest possible cooperation with the County and urged reciprocal cooperation from the County in the planning, programming and funding of desired improvements; and CFN: 20200244820 BOOK 31909 PAGE 889 WHEREAS, Chapter 33C provides for municipal participation in the design, review, zoning, and development process through the Rapid Transit Developmental Impact Committee ("RTDIC"), which includes representation from the municipality in which the Project (as defined below) is located; and WHEREAS, the County is considering the adoption of an ordinance (Exhibit "A") which would extend the boundary of the RTZ to include a Brickell Station Subzone ("Subzone") on that certain property located within the County and the City, as depicted in the attached Exhibit "B", and which would establish development regulations and a development review and approval process applicable to the Subzone; and WHEREAS, the Subzone is located within the City's "Urban Central Business District" as designated on the City's Future Land Use Map and within the Downtown Regional Urban Center as designated on the County's Future Land Use Map; and WHEREAS, the expanded boundary of the RTZ includes within the Subzone those certain properties depicted in the attached Exhibit "C" (the "Property") which are owned by the City of Miami and Southside Place, LLC, its parents, affiliates, successors and/or assigns ("Owners"), and Owners desire to develop and operate a City of Miami Fire Station, public - private parking garage, and mixed -use center (the "Project"), integrated with the Miami -Dade County Metrorail and Metromover systems; and WHEREAS, the Project abuts and shall be integrated with existing, County -controlled public transportation facilities, including the Brickell Metrorail Station and the Metromover system; and 8 CFN: 20200244820 BOOK 31909 PAGE 890 WHEREAS, the Project is of Countywide and regional importance and will bring substantial public health and safety benefits to the residents of the City, economic and quality - of -life benefits to the residents of the County and the City by increasing mobility to and from and throughout the City and the County, and reducing area traffic congestion and pollution as well as providing improved public safety for this area of the City, and WHEREAS, as set forth herein, the County and the City wish to coordinate and facilitate the development of the Project in an expedited fashion under a single regulatory authority, thereby avoiding duplicative or inconsistent regulations and processes, NOW THEREFORE, in consideration of the mutual covenants expressed herein, and other good and valuable consideration, the sufficiency of which the parties hereby acknowledge, the County and the City agree as follows: 1. Recitals. The County and the City agree that the above recitals are true and correct and are incorporated herein. 2. Conformance with Chapter 33C. The City agrees and reconfirms that its previous acknowledgment of the RTZ and the requirement that development within the RTZ conform with applicable provisions of Chapter 33 C, as amended, remains in full force and effect. The City and the County expressly recognize and authorize the expansion of the RTZ zone boundaries to include the lands located within the Subzone, including the Property. 3. County Review and Approval of Project. The County and the City agree that, upon the adoption by the County of an amendment to Chapter 33C of the Code of Miami -Dade County, Florida, in substantially the form attached hereto as Exhibit "A", the County shall exercise exclusive land use, zoning, and building permitting jurisdiction over the Subzone, the CFN: 20200244820 BOOK 31909 PAGE 891 Property, and the development of the Project and shall, in accordance with its rules and regulations, perform all regulatory reviews relating to the development of the Project, including, without limitation, zoning approvals and construction permitting. 4. Exercise of County Jurisdiction. The County agrees that the County shall exercise its jurisdiction over the Project in a manner that addresses the transportation needs of counties and urban centers throughout the State of Florida and that is consistent with, and supports the City's commitment to, principles of urban planning, including responding to the existing conditions of the City, its downtown corridor, and its natural features, infrastructure, and buildings. The City shall continue to provide all other municipal services within the Subzone such as, but not limited to, police, fire, parks, solid waste, business licensing, and annual - inspections for fire and elevator safety. It is provided, however, that the City shall be responsible for ensuring that referrals regarding enforcement of land use, zoning, or building code requirements that result from any City fire inspections, emergency responses, or other City actions are timely transmitted to the County's Building Official. Furthermore, the City and County shall ensure that their respective staffs are informed, and shall coordinate to ensure that the property owners and tenants of the Project are also informed, as to these jurisdictional matters. The City and the County may memorialize or effectuate these processes by any supplemental instruments that may be deemed necessary. 5. Ordinance. The County and the City agree that the development regulations and the development review and approval processes included in the proposed ordinance attached hereto as Exhibit "A", shall govern development within the Subzone and on the Property, as supplemented by this Agreement. CFN: 20200244820 BOOK 31909 PAGE 892 6. Southside Park. The City -owned Southside Park is located within the boundaries of the Subzone, and County and City agree that Southside Park shall remain as a park at the City's sole discretion. 7. RTDIC. The County agrees that the City shall be entitled to appoint up to three participants to the RTDIC for all meetings of the RTDIC related to the Project, and that the City's appointees shall all be individuals with technical expertise and professional degrees in at least one of the following areas: (i) transportation, (ii) architecture, (iii) engineering, or (iv) law. In the event that the City representatives present at an RTDIC meeting to consider an application for development within the Subzone do not concur with a recommendation for approval or an administrative approval of an application, the recommendation or the decision shall be for denial. In the event the RTDIC issues a recommendation or a decision for denial, the affirmative vote of nine members of the Board of County Commissioners shall be required to override the denial. 8. Allocation of Development Fees. The County and the City agree to allocate the payment of development and permitting fees as follows: (a) The County shall collect from the Owner all fees related to regulatory reviews and approvals and construction permits; (b) The City shall collect from the Owner all impact fees payable pursuant to Chapter 13 of the City Code and any fees for Developments of Regional Impact that are payable to the City pursuant to statute or ordinance; and (c) additional impact fees, if any, associated with the Project shall be collected from the Owner by the City and the County in accordance with their respective impact fee ordinances. 9. Public Hearin. At least six weeks prior to the scheduled public hearing of any amendments to the adopted version of Section 33C-10 (see Exhibit A), the County shall mail or 0 CFN: 20200244820 BOOK 31909 PAGE 893 e-mail a copy of the proposed ordinance to the City Clerk and the City Attorney. The communication to the City shall include the date of the scheduled public hearing. 10. Authority to Effectuate this Agreement. To the extent permitted by law and required by this Agreement, the City and the County hereby delegate to each other the authority required to effectuate the provisions of this Agreement. it. Term of Agreement. This Agreement shall remain in effect for 30 years, and thereafter automatically renew for successive 10 year terms unless terminated by mutual agreement of the County and the City, as approved by majority vote of their respective governing bodies. 12. Compliance with Laws. The parties shall comply with all applicable federal, state and local laws, codes, ordinances, rules and regulations in performing their respective duties, responsibilities, and obligations pursuant to this Agreement and with all applicable laws relating to this Agreement. The parties shall not unlawfully discriminate in the performance of their respective duties under this Agreement. 13. Dispute_ Resolution; Applicable Law. The parties shall resolve any disputes, controversies or claims between them arising out of this Agreement in accordance with the "Florida Governmental Conflict Resolution Act", Chapter 164, Florida Statutes, as amended. This Agreement shall be governed by the laws of the State of Florida. Venue in any proceedings shall be in Miami -Dade County, Florida and each party shall be responsible for its own attorneys' fees. 14. Entire Agreement; Amendments. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements, /O CFN: 20200244820 BOOK 31909 PAGE 894 or understandings concerning the subject matter of this agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the parties, except that on behalf of the City, future amendments may be approved by the City Manager and will not require approval by the City Commission. 15. Joint Preparation. The language agreed to expresses the mutual intent of the parties and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties by the other. 16. Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part, except to the extent that such invalidity or unenforceability causes the agreement to fail of its essential purpose. In the event a finding of invalidity or unenforceability by a court of competent jurisdiction causes the agreement to fail of its essential purpose, either party shall have the right to terminate this Agreement upon written notice to the other. 17. Miscellaneous Provisions. Title and paragraph headings are for convenient reference and are not a part of this Agreement. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. CFN: 20200244820 BOOK 31909 PAGE 895 18. Notice. Any notice provided pursuant to the terms and provisions hereof shall be deemed to be delivered when sent by hand delivery, delivery service, or certified mail, return receipt requested, postage prepaid and received by the addressee. Notices shall be sent to: If to the City: City Manager City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, 1 Oth Floor Miami, Florida 33130 With copies to: City Attorney Office of the City Attorney City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 If to County: Mayor Miami -Dade County 111 N. W. 1 st Street 29th Floor Miami, Florida 33128 With a copy to: County Attorney Miami -Dade County 111 N. W. 1 st Street Ste. 2810 Miami, Florida 33128 19. No Third Party Beneficiaries to this Agreement. Nothing in this Agreement, express or implied, is intended to: (a) confer upon any entity or person other than the parties and their successors or assigns any rights or remedies under or by reason of the Agreement as a third party beneficiary or otherwise, except as specifically provided in this Agreement; or (b) authorize anyone not a party to this Agreement to maintain an action pursuant to or based upon this Agreement; or (c) be construed as a waiver of sovereign immunity of the parties hereto under Section 768.28, Florida Statutes. CFN: 20200244820 BOOK 31909 PAGE 896 IN WITNESS WHEREOF, County and City have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. ATTEST Harvey Ruvin, Clerk ATTEST Todd B. Hannon, Clerk MIAMI-DADE COUNTY, FLORIDA, A political subdivision of the State of Florida, County Mayor CITY OF MIAMI, a Municipal Corporation of the State of Florida By: City Manager /1__3 CFN: 20200244820 BOOK 31909 PAGE 897 Exhibit F: Miami -Dade County Resolution No. 18-66 [Attached] CFN: 20200244820 BOOK 31909 PAGE 898 0 FFICIAL FILIF COPY ICTERW OFT )4Y-)4OA,,RM or COUNTY CO�IWISSX* IN K�—t Cor'Ty' rLORWDA Amended Agenda Item No. 7(A) (Second Reading 6-5-18) TO: Honorable Chairman Esteban L. Bovo, Jr. DATF,: March 20, 2018 and Members, Board of County Conunissioners FROM: Abigail Price -Williams SUBXECT: Ordinance relating to the Fixed County Attorney Guideway Rapid Transit System - Development Zone; creating section 3 3 C- 10 and art-iending sections 33C-2,33C-3, 33C-4, and 33C-9 of the Code; providing for expansion of the Rapid Transit Zone and creating the Brickell Station Subzone; providing uses, site plan review standards, and procedures for approval of such site plan in the subzone;reqi-ring supermajority votes by the Board in certain circumstances Ordinance No. 18-66 The accompanying ordinance was prepared and placed on the agenda at the request of Prime Sponsor Chairman Esteban L. Bovo5 Jr. CFN: 20200244820 BOOK 31909 PAGE 899 �'TfAMFE}AII� Memorandum Date. June 5, 2018 To Honorable Chairman Esteban L. Bovo, Jr. and Members, Beard of Co-Ommiss%ors From; Caries A, Gimenez�� Mayor Subject, Fiscal Impact Statement for Ordina Relating to the Fixed -Guideway Rapid Transit System -Development Zone The imp(ernentation of this ordinance will not have a fiscal impact to Miami -Dade County. , Deputy Mayor FIS05418 180540 CFN:20200244820BOOK 31000PAGE 000 Date: June 5, 2018 To: Honorable- Chairman Esteban L. and Members, Board of Count%, From: Carlos A, GIhienez Mayor SubjeGt: Social Equity Statement for Ord! System -Development Zone d & VN Deputy Mayor ' IN IM -memorandum amin-PI CFN: 20200244820 BOOK 31909 PAGE 901 is MEMORANDITM (Revised) TO.- Chairman Esteban L. Bow, Jr. DATE: June 5, 2018 and Members, Board of Comity' ConnuissionGrs Amended SU13JF,CT: Agenda Item No. '7 (A) Please note any item checked. cep ]Day Rule" for committees applicable N raised V, 6 weeks required between Ent reading and public hearing 4 weeks notification to municipal officials required prior to public hearing Badget required Statement of fiscal impact required Statement of social equity required Ordinance creating g a new board requires detailed County Mayor's report for public hearing No committee review Applicable legislation requires more than a majorityvote (i.e., 213's -31 3/5's unanimous -) to approve M CFN: 20200244820 BOOK 31909 PAGE 902 Approved Mayor Veto Override O Amended Agenda. Item No. 7(A) 6-5-18 !U awain Iffne, Igo IN" ILI WHEREAS, the Miami -Dade County Home Rule Charter grants to the County the power to carry on a central metropolitan government and to provtd transportation systems; and Vd-IEREAS, the Board of County Commissioners has found that the coordinated review and analysis of mass transit facilities is necessary to carry on a central metropolitan govemnient in Miami -Dade County and that coordinated review and analysis of the mass transit system is most effectively carried on under a uniform plan ,of r g4l4tion applicable c to the County as a whole;, aznd WHEREAS, maximum. coordination of transportation and land use policy decisions is essential to optimize the role of transportation as a potent tool for implementing the desired patterns of metropolitan development consistent with the Comprehensive Development Master 0 CFN: 20200244820 BOOK 31909 PAGE 903 Amended Agenda Item No. 7 WHEREAS, providing for increased density and transit -oriented development adjacent to the County's existing mass transit system will increase ridership on the County's public transportation system and fiarther the health, safety, order, convenience, prosperity and welfare of the present and future citizens of the County; and WHEREAS, the properties surrounding the Brickell Metrorail Station, which this ordinance includes within the Rapid Transit Zone, are located within the Downtown Regional Urban Conter identified in the County's Comprehensive Development Master Plan (CDMP); and f WHEREAS, the CD MP calls for the highest level of development density and intensity within the Downtown Regional Urban Center; and WHEREAS, the adoption of uniform regulation to encourage private sector development of market rate, attainable, and workforce housing around the Bricked Metrorail station is in the best interest of the County, ..... ..... Section 1. The foregoing recitals are incorporated into this ordinance and are approved. Section. 2. Section 33C-2 of the Code. of Miami -Dade County, Florida is hereby amended as follows: See, 33C-2. Rapid Transit Zone. 1 Words stricken through and/or [[double bracketed]] shall be deleted. Words underscored and/or >>donble arrowed<< constitute the amendment proposed. Remaining provisions are now in effect and remain, unchanged. - 0 CFN: 20200244820 BOOK 31909 PAGE 904 Amended Agenda Item No. 7(A) Page 3 (B) Designation of lands included. The Board of County Commissioners hereby designates all land areas (including surface, subsurface, and appurtenant airspace) shown on Exhibits 1 through 16, bearing the following effective dates: Exhibit 1, July 31, 1998, Exhibits 2 through 9 and Exhibits 11 through 16, July 13; 1979, Exhibit 10, May 26, 1983, Exhibit 17, February 13, 2014, >>and Exhibit 1&_[mIsert effective dat << certified by the Clerk of the Board as a portion of this chapter, incorporated hereby by reference, and transmitted to the custody of the Department of Regulatory and Economic Resources or its successor Department, as the Rapid Transit Zone for the Stage T Fixed - Guideway Rapid Transit System. The Director of the Department of Regulatory and Economic Resources or its successor Department shall submit to each affected municipality an official map or maps designating the Rapid Transit Zone which may from time to time be altered, enlarged, added to, amended or deleted by ordinance, after a public hearing within each municipality affected. (2) , Other uses,- procedures for a roval of,such uses within the Rapid Trw?sit Zone. The following additional uses shall be permitted in conformance with the requirements set forth herein-, (e) Process for City ofMiami, >>W Brickell. Station Subzone. Notwithstanding anv other -provision of this code to the contrary whenever uses authorized by sub -DaragrVbs 0 CFN: 20200244820 BOOK 31909 PAGE 905 Amended iiiiii" wills I ft 13MIN1092101 =-J -4 herein, the d &roc-p ures an � _WW�� I Section 3. Section 33C-3 of the Code of Miami -Dade County, Florida is hereby amended (4) There is -hereby established a Rapid Transit Developmental Impact Committee Executive Council composed of the County's Developmental Impact Committee Executive Council (established by Section 33-303-1, Miami -Dade County Code) and two (2) representatives from each of the following municipalities: City of South Miami, City of Coral Gables, City of Miami, and the City of Hialeah. It is provided, however, that for developments located within the Downtown Intermodal District Corridor Subzone established by [fsia4�-tioHl] >>section<< 33C-9 >>and the � Brickell Station Subzone established b � section 33C-10<<, however, the Rapid Transit Developmental Impact Committee shall be composed of the County's 'Developmental Impact, Committee Ex,ecuti've, Council . and, three (3) representatives from the City of Miami. In addition, there shall be an . RTDIC Staff Council composed of members of the County Departments identified in Section 33-303.1(A) of this Code and three (3) representatives from the City of Miami. The RapidTransit Developmental Impact Committee shall, subject to the procedures specified in »section<< 33-303.1, Miami -Dade County Code, perform the duties specified in Section 33C-2 and Section 33C-4 of this cliapter. (b) Except for the Downtown Intermodal, District Corridor Subzone established by subsection 33C-9 >>and the Brickell Station Subzone established by section 33C-10<< herein, mailed notice of hearings, before the Rapid Transit CFN: 20200244820 BOOK 31909 PAGE 906 Amended Agenda Item No. 7W Page 5 I W 06 1 • SectioR 33-304. (e) Notwithstanding any other provision of this code to the contrary, for the Downtown Intermodat District Corridor Subzone established by section 33C-9 >>and the Brickell Station Subzone established bisection 33C-10<< herein, notice of meetings before the Rapid Transit Developmental Impact Committee shall comply with the procedures set forth in >>Lhose respective- sections<< [[-3-3"]]. Section 4. Section 33C-4 of the Code of Miami -Dade County, Florida is hereby amended (b) Except for the Downtown Intermodal District Corridor Subzone established by section 33C-9 >>and the Brickell Station Subzone established by section 33C-10<< herein, and notwithstanding, anything to the contrary herein, mailed notice of hearings before the Rapid Transit Development Impact Committee pursuant to Section 33-2(D)(2)(c)(1) ,,hall be provided in the same manner as hearings on applications filed before the Community Zoning Appeals Board pursuant to Section 33-310(d)(3) for the special exceptions expressly enumerated in that subsection. Mailed notice of hearings shall also be provided simultaneously to the niunicipality in which the application site is located. Applications shall comply with the procedural requirements of Section 33-304, 0 CFN:20200244820BOOK 31000PAGE 007 as Amended Agenda Item No.7(A) Page 6 Section 5. Section 33C-10 of the Code of Miami -Dade County, Florida is hereby created Transit Zone is hereby establisbed; the boundaries of the Sub -zone are identified. in Exhibit 18 of section 33C-2(LB). arc, on -file with the Miami -Dade County Dppartment of Re,qulatory and Economic Reso=es or its successor UC Permitted Uses: The following uses shall be permitted in the CFN:20200244820BOOK 31000PAGE,908 Agenda Item No. 7(A) combination -pf -parcels or buildin�,s and structures with different primary uses witbin the same developm-e-at-. � (� f5l bars and restaprants, rental car facilities, parking lots and parking structures, includin commercial parking lots and garag�s that charge fees convention halls and showrooms; /�ll�health care facilities, excepLhospjtals� --- MIN development plan -for develppment within the Brickell Station Sub -zone, shall be made by filing a-oWication with the RTDIC in accordance with the Provisions of section 33-304. Said AppticationshaD CFN:20200244820BOOK 31000PAGE 000 Amended Agenda -- Page 8 -RTDIC recommendation. Within 60 dUs after the filing of the Wlication, the RTDTC Staff Council shall review the lication, and the RTDIC shall issue a recommendation upon such anlication. The recommendation shall reflect the consensus of the members Present. In the event that'the C representatives present do not concur with a recommendation- for 4pprovaL the recommendation shall be for denial. The recommendation shall be transmitted to the Board of Countv Commissioners for final action. In the event of a recommendation of denial by the RTDIC. approval of the gpplication shall -require the affimative vote of 9 members of the Board of Countv Commissioners. [�Phased development. Projects within the sub -zone 1pay be constructed in phases, and the construction of p�qbjjc birildings and infrastructure to serve future develo-oment may accordingly need to be copplete the Board of CoiDjy Commissioners, in gpTKQying a phased site plan, shall specif building footprints, heights. density, intensity, and gross square,footag of buitdina as, future develgpipent paxamoters. The WEDIC mqy review and approve specific land uses and design detqil� of said ftiture development subseqwnt phases pursuant to the Final Review criteria enumerated - herein,---pLovided that the develoment mrameters apmoved by the Board of Cogpfy Commissioners in the phased site plan are 04 Required exhibits for' Initial Develo ment. The following exhibits shall be submitted with the �� including but not I Wxi'ted to: vision statem�n the -oroiect's consistency with the intent and pqWpse of these regglations, size of project and locatiop, and prominent componeats of the development, phasing of the dp) o m�ent if necessary; scale, relevance to the repjon connection to the surrounding yrban_pW. L CFN:20200244820BOOK 31000PAGE 010 Amended Agenda Item No. 7(A) economic fin -pact on the local -g�oni� CFN:20200244820BOOK 31000PAGE 011 Amended Agenda Item No. 7(A) Page 10 standards established in this section- ApHications to modify a site plan gUroved pursuant to this section, includinv amlications to approve a subsequent phase of a pLeviously-=roved phased site plan, shall be considered and acted jMon administratively by the In the event ihat the City rgpresentatiyp,�-�resot do not concw with 4pproval of the. application, the decision of the RTDIC shall be for denial. Ihe affirmative vote of 9 members of the Board of Coiggy-Co—mmissioners shall be required to reverse'a decision of denial by the RTDIC. Da Mailed notices of the RTDIC Executive placing in the United States mail a written notice to all prgperty owners of record, as reflected on the Miami -Dade Caunty LTen mailed notices shall contain gqneTkI informatLon, including, but not limited to, the date, time and n1ace of the meeting, the 4vWLabIp),-aqd nature of the, Voicatio shall be sent no soonet than 30 dgys and no later than 20 days prior to the meetina. !he pMeM shall be posted no later than 20 limited to, the -ap or zoning a6tion, ap-plication number, and the time and vlace o the public meeting. The Mop�� owner shall be respgnsible_&T maintained on the site until completion of the public meeting md for removal of the sign within two weeks following completion of ^ , notice shall be published in a newspgper of general circulation in J�fiami- to be pqblished. no later than 20 days and no earlier than 30 dM prior to the meetiW,, to contain the da_te,. time and place of the CFN:20200244820BOOK 31000PAGE 012 Amended Agenda - Item No. 7(A) meetipg, the p 2aqdy-q location and street address, if avaRable. all items in this subsection are included in the Master plan, at a scale of not less than I inch gwals 100 feeL which shall include the following inforuiation: Q Lot lines and setbacks. 0ii Proposed floor area of all penpitted acre,�!ge, and areas to be dedicated for LxHVehicular and pedestrian circulation CFN:20200244820BOOK 31000PAGE 013 Cxiii) Location. of loadiftg -facilities, waste coflc,Ction areas, and other service areas.f12) Floor plans aud elevations of all stractures, including gro s square plage of each floor. Oc Sections of major structures. °jd Isometrics or VeTspectives of the IMoposed development oeTe pIgn(s) in accordance with Chapter 18(A), except as modified herein, LQD Administrative Site Plan developrnent parameters. The follomLmg de-velopnient regulations shall Qplv to all develop�eqt within the siLb-zoge. g: fhe table below indicates minimum M�:iW,for each type of use - Use Minimum Pgftipg Requirements Commercial/Retail, Restaurants, Bars, Convention 1.8 spaces / 1000 SF Halls and Showrooms Office, Qov�mmegt Institutional, H Facilities Residential 0 spaces per unit Maintenance Facilities Other Uses 50% of the required parking indicated in Section 33-124 Ql Oa CFN:20200244820BOOK 31000PAGE 014 Afnended Agenda Item No. 7(A) Page 13 getbqa4 cubic content and lot sz'ze.* Oa Due to the unique chaxacteris&s associated with the hi a this sub -zone, there sha)J be no Miginjum qetback firom streets at uade and above the park rigbts-gf-way. CFN:20200244820BOOK 31000PAGE 015 Amended Aienda Item No. 7 QJJ There shatl be no maximum or mmimurn limitation on the size of a floor plate. to The minimum lot size required to develM Ua Buildines and structures above the gEo floor mU be built above colorinades.and/or encroach into street setbacks but shall not extend into the public or private ri&-pf-way unless 'pennitted by State law and 4pproved Transportation and Pubhe Works or agency with authorijy over the right-of-3�Lay� It is pKovided, however, that, to the exlent pertnitted by Statq-jaw and subject to the Mprovat of DTPW or other agency with authori Ay over the right-of-wa y, and for the ~the street may be covered above the first floor with publi accessible structures connecting buildings, including: platforms fitted with trains and passmger waiting areas, bridges, and automobile bridges between Apate clearance for structures above streets shaU be maintained. Cbl Cantilevered balconies, gwgLings, weather motection elements and similar teatures with adequate vertical clearance may encroach into street ri "ht -of-way but shall not extend closer than six (6 ace, (5A CFN:20200244820BOOK 31000PAGE 010 Amended Agenda Item N o. 7(A) Page 15 agmey in accordance with thezoning regulations for O9Signs.--Sigpsvisible from public rights -of -way or -piLblic areas shall comp - section 33-284.87 of this Code, ex ggpt that Class C signs mgy be pennitted in accor ce with section 33-107 of this Code. The sig"a c plan submitted with the vpli Lqgi�qg for final site plan review shall contain -criteria, locations and sizes gf signs. (8) DensLty: Residential depsj�y shall -not exceed 500 units per p-ross acre. Architectural Ex-pression: Building facades f4g:mg p1blic and private slTeet rights -of -way �Lr public open Vace or both shall be a minn'num.40 percent glazed. Glazing is not)Loguired for building facades that face the Metrorail or Metromover ri&ts-of-way or for above -grade parking garage structures that face public and private street -rights-of-way o-t pLublic opm all E6111 IN of 1111111"'WAII-10-2 ME CFN:20200244820BOOK 31000PAGE 017 loraNial or rear of buildinias; such fixtures shall not be located within the street setback area. Backflow prqy nters shaD be shielded from yiew, as req iTed by section ^ 32-1 ��. ^ ' O(�� �� ' stan6rds is to encogLage the creation of develoi)ment within the BrickeR Subzone that is consistent with the intent and I of Mumma so jm&mj CFN:20200244820BOOK 31000PAGE 018 activities and use8. , Proposed building scale should be in harmopy ith building scales allowed by applicable Cfty of Nfiami Tegulations for surround ipg properties. Buildings and their landsgp2es shall be built to tbe sidewalk edge in, jacent street to create CFN: 20200244820 BOOK 31909 PAGE 919 Amended Agenda ftew No, 7(A) Page 18 pjkblic space in thestreet corridor that is comfortable and interesting, as well as safe for —p!�d pedestrians. Architectural elements at street level shall have abundant fenestration, windows and doors and design elements that create interest for the ROestriaA. Proposed development in the sub -zone shall provide connections via bridges, paths, sidewalks, or combination of such features to adJacent or nearby Metrorail and Metromover systems, sub -none and made subject to a unity of title or covenant in lieu of unity of title shall not be deemed a subdivision and shall be, exempt from the platting requirem, eats of chapter 29. Conflicts. The developMent review �edurps_standards � and criteria set forth in this section 33C-10 shall govern in the event of conflicts with other zoning, subdivision, or Landsons of the MgMi�-Dade County Code or with the Miami -Dade CogAty Public Works Manual. Rooms i I l IMINIA County shall inailoig-mail a copy of the proposed ordinance to the City Clerk and the City -Q�Ntoraey ofthc City of Miami, The communication to the City' shall include the date of the scheduled public, hparing,<< Section 6. Section,33-314 of the Codcof MiamirDade County, Florida is hereby amended as follows: See, 33-314. Direct applications and appeals to the County Commission. (C) The County' Commission shall have jurisdiction, to directly hear other applications as follows- M CFN: 20200244820 BOOK 31909 PAGE 920 Amended Agenda Item No. 7(A) Page 19 (10) Upon application for, hear and decide appeals of decisions of the Rapid Transit Developmental Impact Co ittee pertaining to site plan approvals and related zoning actions issued pursuant to Section, 33C-2(D)(2)(d) and (2)(e) >>_,_ section<< ffef Seefienfl 33C-9 >>,--gr section 33C-10<< [[4-the Code of Miarai Dad Counlyfl, J J _Section 7. If any section, subsection, sentence, clause or provision of this ordinance is held invalid, the remainder of this ordinance shall not be affected by such invalidity. ordained that the provisions of this ordinance, including any sunset provision, sball become and be made a part of the Code of Miami -bade Comity; Florida, The sections of this ordinance may be renumbered or relettered to accomplish such intention, and the word "ordinance" may be changed to "section," "article," or other, appropriate word. Section 9., This ordinance shall become effective ten (10) days after the date of enactment unless vetoed by the Mayor, and if vetoed, shall become effective only upon an override by this Board. PASSED AND ADOPTED; June 5, 2018 Approved by County Attorney as to form and legal sufficiency: Prepared by: Dennis A. Kerbel Prime Sponsor: Chairman Esteban L. Bovo, Jr. w EXMIT 18 sw lath street ® _ SW 12th Street _ i I x CFN: 20200244820 BOOK 31909 PAGE 922 Exhibit G: Interlocal Agreement [Attached] CFN: 20200244820 BOOK 31909 PAGE 923 INTERLOCAL AGREEMENT FOR DEVELOPMENT OF PROPERTY SURROUNDING BRICKELL MET STATION This Interlocal Agreement ("Agreement") is entered into this day of 2018, by and between Miami -Dade County, a political subdivision of the State of Florida ("County"), and the City of Miami, a municipal corporation located within the Interlocal Cooperation Act of 1969, Chapter 163, Section 1631,01, Florida Statutes (2012), Section 6.06 of the Miami -Dade County Home Rule Charter, and Section 331-3 ) 14(A)(4) of the Code of Miami -Dade County, Florida. WITNESSETH: WHEREAS, the County has adopted Chapter 33C of the Code of Miami -Dade County, Florida ("County Code"), which establishes the Rapid Transit Zone ('*RTZ^) and grants exclusive jurisdiction to the County for purposes of building and zoning approvals, water and sewer installations, environmental compliance, street maintenance, and utility regulation for all property located within the RTZ; and WHEREAS, the City and the County have a long history of mutual cooperation with regard to planning for and development in the R:rz; and private and public development opportunities, including essential retail services, employment centers, housing and institutional attractions in convenient proximity to rapid transit stations and IN@ i 111 11 NUNN CFN: 20200244820 BOOK 31909 PAGE 924 WHEREAS, Chapter 33C provides for municipal participation in the design, review, zoning, and development process through the Rapid Transit Developmental Impact Committee below) is located; and WHEREAS, the County is considering the adoption of an ordinance (Exhibit "A") which would extend the boundary of the RTZ to include a Brickell Station Subzone ('"Subzone") on that certain property located within the County and the City, as depicted in the attached Exhibit "B", and which would establish development regulations and a development review and approval process applicable to the Subzone; and WHERE, AS, the Subzone is located within the City's **Urban Central Business District" as designated on the City's Future Land Use Map and within the Downtown Regional Urban Center as designated on the County's Future Land Use Map; and WHEREAS, the expanded boundary of the RTZ includes within the Subzone those certain properties depicted in the attached Exhibit "C" (the "Property") which are owned by the City of Miami and Southside Place, LLC, its parents., affiliates, successors and/or assigns ("Owners"), and Owners desire to develop and operate a City of Miami Fire Station, public - private parking garage, and mixed -use center (the "Project"), integrated with the Miami -Dade County Metrorail and Metromover systems; and WHEREAS, the Project abuts and shall be integrated with existing, County -controlled public transportation facilities, including the Brickell Metrorail Station and the Metromover system; and CFN: 20200244820 BOOK 31909 PAGE 925 WHEREAS, the Project is of Countywide and regional importance and will bring substantial public health and safety benefits to the residents of the City, economic and quality - of -life benefits to the residents of the County and the City by increasing mobility to and from WIN WHEREAS, as set forth herein, the County and the City wish to coordinate and facilitate the development of the Project in an expedited fashion under a single regulatory authority, Z:� thereby avoiding duplicative or inconsistent regulations and processes, NOW THEREFORE, in consideration of the mutual covenants expressed herein, and the County and the City agree as follows: I Recitals. The County and the City agree that the above recitals are true and MIMM 2. Conformance with Chapter 33C. The City agrees and reconfirms that its previous acknowledgment of the RTZ and the requirement that development within the RTZ conform with applicable provisions of Chapter 3 ) ") C, as amended, remains in full force and effect. The City and the County expressly recognize and authorize the expansion of the RTZ zone boundaries to include the lands located within the Subzone, including the Property. upon the adoption by the County of an amendment to Chapter 33 )C of the Code of Miami -Dade County, Florida, in substantially the form attached hereto as Exhibit **A", the County shall exercise exclusive land use, zoning, and building permitting jurisdiction over the Subzone, the CFN: 20200244820 BOOK 31909 PAGE 926 Property, and the development of the Project and shall, in accordance with its rules and regulations, perform all regulatory reviews relating to the development of the Project, including, without limitation, zoning approvals and construction permitting. 4. Exercise of County Jurisdiction, The County agrees that the County shall exercise its jurisdiction over the Project in a manner that addresses the transportation needs of counties and urban centers throughout the State of Florida and that is consistent with, and supports the City's commitment toprinciples of urban planning, including responding to the existing conditions of the City, its downtown corridor, and its natural features, infrastructure, and buildings. The City shall continue to provide all other municipal services within the Subzone such as, but not limited to., police, fire, parks, solid waste, business licensing, and annual inspections for fire and elevator safety. It is provided, however, that the City shall be responsible for ensuring that referrals regarding enforcement of land use, zoning, or building code requirements that result from any City fire inspections, emergency responses, or other City actions are timely transmitted to the County s Building Official. Furthermore, the City and County shall ensure that their respective staffs are informed, and shall coordinate to ensure that the property owners and tenants of the Project are also informed, as to these jurisdictional matters. The City and the County may memorialize or effectuate these processes by any supplemental instruments that may be deemed necessary. 5. Ordinance. The County and the City agree that the development regulations and the development review and approval processes included in the proposed ordinance attached hereto as Exhibit "A", shall govern development within the Subzone and on the Property, as supplemented by this Agreement. CFN: 20200244820 BOOK 31909 PAGE 927 6. Southside Park. The City -owned Southside Park is located within the boundaries of the Subzone, and County and City agree that Southside Park shall remain as a park at the City's sole discretion, 7. RTDIC. The County agrees that the City shall be entitled to appoint up to three participants to the RTDIC for all meetings of the RTDIC related to the Project, and that the City's appointees shall all be individuals with technical expertise and professional degrees in at least one of the following areas: (i) transportation, (ii) architecture, (iii) engineering, or (iv) law. In the event that the City representatives present at an RTDIC meeting to consider an application for development within the Subzone do not concur with a recommendation for approval or an administrative approval of an application, the recommendation or the decision shall be for denial. In the event the RTDIC issues a recommendation or a decision for denial, the affirmative vote 8. Allocation of Development Fees. The County and the City agree to allocate the payment of development and permitting fees as follows: (a) The County shall collect from the Owner all fees related to regulatory reviews and approvals and construction permits-, (b) The City shall collect from the Owner all impact fees payable pursuant to Chapter I') of the City statute or ordinance; and (c) additional impact fees, if any, associated with the Project shall be collected from the Owner by the City and the County in accordance with their respective impact 9. Public Hearing. At least six weeks prior to the scheduled public hearing of any amendments to the adopted version of Section ' )3 )C- 10 (see Exhibit A), the County shall mail or CFN: 20200244820 BOOK 31909 PAGE 928 e-mail a copy of the proposed ordinance to the City Clerk and the City Attorney. The communication to the City shall include the date of the scheduled public hearing. 10. Authority to Effectuate this Agree met. To the extent permitted by law and required by this Agreement, the City and the County hereby delegate to each other the authority required to effectuate the provisions of this Agreement. IL Term of Agreement. This Agreement shall remain in effect for '10 years, and thereafter automatically renew for successive 10 year terms unless terminated by mutual agreement of the County and the City, as approved by majority vote of their respective governing 61MM 11 Compliance with Laws. The parties shall comply with all applicable federal,, state and local laws, codes, ordinances, rules and regulations in performing their respective duties, responsibilities, and obligations pursuant to this Agreement and with all applicable laws their respective duties under this Agreement. controversies or claims between them arising out of this Agreement in accordance with the "Florida Governmental Conflict Resolution Act", Chapter 164, Florida Statutes, as amended, This Agreement shall be governed by the laws of the State of Florida. Venue in any proceedings shall be in Miami -Dade County, Florida and each party shall be responsible for its own attorneys' WIN 14. Entire Agreement; Amendments. This document incorporates and includes all prior negotiations, correspondence, conversations., agreements and understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements, CFN: 20200244820 BOOK 31909 PAGE 929 document. Accordingly, the parties agree that no deviation from the terms hereof shall be Accordingly, upon any prior representations or agreements, whether oral or written. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the parties, except that on behalf of the City, future amendments may be approved by the City Manager and will not require approval by the City Commission. 15. Joint Prengration. The language agreed to expresses the mutual intent of the construed more severely against one of the parties by the other. 16. Severahj!jVK. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part, except to the extent that such invalidity or unenforceability causes the agreement to fail of its essential purpose. In the event a finding of invalidity or unenforceability by a court of competent jurisdiction causes the agreement to fail of its essential purpose, either party shall have the right to terminate this Agreement upon written notice to the Em 17. Miscellaneous Provisions. Title and paragraph headings are for convenient reference and are not a part of this Agreement. No waiver or breach of any provision of this Z:� Agreement shall constitute a waiver of any subsequent breach of the same or any other provision Z:� hereof, and no waiver shall be effective unless made in writing. CFN: 20200244820 BOOK 31909 PAGE 930 18. Notice, Any notice provided pursuant, to the terms and provisions hereof shall be deemed to be delivered when sent by hand delivery, delivery service, or certified mail, return If to the City: City Manager City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, I Oth Floor Miami, Florida 33130 With copies to: City Attorney Office of the City Attorney City of Miami Miami Riverside Center 444 SW. 2nd Avenue, Suite 945 Miami, Florida 33130 If to County- Mayor Miami -Dade County 111 N.W. I st Street 29th Floor Miami, Florida 33128 With a copy to: County Attorney Miami -Dade County 111 N.W. I st Street Ste. 2810 Miami, Florida 33128 19. No Third Party Beneficiaries to this Agreement. Nothing in this Agreement, express or implied, is intended to: (a) confer upon any entity or person other than the parties and party beneficiary or otherwise, except as specifically provided in this Agreement; or Z:� (b) authorize anyone not a party to this Agreement to maintain an action pursuant to or based upon this Agreement; or (c) be construed as a waiver of sovereign immunity of the parties hereto under Section 768.28, Florida Statutes. CFN: 20200244820 BOOK 31909 PAGE 931 IN WITNESS WHEREOF, County and City have executed this Agreement, or have ATTEST Clerk of Courts Todd B. Haif� City Clerk APPROVED AS TO VORl j AND CORRECTNESS,-"" • C7a6Ao�A_G6im6n 0 STER H nO LIT County Mayor DEPUTY MAYOR MI I- CTY FL CFN: 20200244820 BOOK 31909 PAGE 932 Exhibit H: Proiect Plans [Attached] Cellar Level 2 - Valet Parking © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Cellar Level 1 - Valet Parking O I� © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Ground Floor - Fire + Lobbies © 2019 SHOP ARCHITECTS PC. AI Mezz- Parking Ramp O I� © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Level 02 - Fire + Parking + Micro Units G O I� © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Levels 03 - 08 Parking + Micro G O I� © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Levels 09 - 13 Parking + Micro G O I� © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Level 14 - Service + Mechanical + Wellness G O I� © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Levels 15 Wellness + Office O I� © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Levels 17 Wellness + Office O I� © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Levels 18 Wellness + Office G 7 © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. DEVELOPMENT 41 41 Levels 19 Wellness + Office O I� © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Levels 20 Wellness + Office G 7 © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. DEVELOPMENT 41 0) Levels 21 Wellness + Office ,G3 ......... © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. u ELEV LOBBY:' OFFICE IBOH " S I .. 'a .. ......... 2 . i FLEX i llllG: B©HE g SPACE r , , ., ... w......... t 7 { FLEX Iff JDS€EEV EA OPMENT GRACUP, 41 v Levels 22 Kitchen + Office Conference Center rrt� MEETING .. �x 1,042 SF ELEV LOBBY KITCHEN 6,06d SF tt : MEETING " 855 SF i MEETING MEETING 686 SF FESTRDOM ^T OPEN TO BELOW Y ., „a ffi rB .. E OPEN j .......:2 TO — BELOW .� � � RESTRDOM MEETING MEETN MEETING; OPEN TO BELOW 373 OF 773 SF 1,017 SF OPEN TO BELOW © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. JDS€EEV ELOP MENT GROUP 41 00 Level 23 - Events + F&B + Main Pool Deck O I� © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Levels 24 - Fitness + Hotel O I� © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Levels 26 - 34 Residential + Hotel r G (K 7 © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. DEVELOPMENT Level 35 Mechanical + Resi Amenity rgmmm TERRACE .. �x RESI. AMENITIIS n I 64ITSF RESI AMENITY RESI AMENITY .F .. t ',....E.F.....E ......... RESI A....... 14W SF F1 TERRACE SLOT BOH IMECH TERRACE RESIAMENITJ I i ,� 5156 SF 1269 SIF :. _ _. _. RESIDENTIAL AMENI Y I 4550 SF 1E © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. DIEV..MA.O:M;MMNT GROUP CP N Levels 36 - 45 Residential 7 © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. DEVELOPMENT CP W Levels 46 - 58 Residential Aso i ogAs� = s i i © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. O I� Levels 59 - 61 Residential O I� © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. Roof Residential Amenity © 2019 SHOP ARCHITECTS PC. ALL RIGHTS RESERVED. O I� CFN: 20200244820 BOOK 31909 PAGE 957 Exhibit I: City of Miami Insurance Requirements [Attached] CFN: 20200244820 BOOK 31909 PAGE 958 II. EXHIBIT INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- PUBLIC BENEFIT AGREEMENT REGARDING CONSTRUCTION OF THE NEW FIRE STATION NO. 4 Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Continent and Contractual Liability Primary and Non Contributory Clause Endorsement Premises/Operations liability Explosion, Collapse and Underground Hazard Completed Operations covered for a minimum of (3) years following Project completion. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured CFN: 20200244820 BOOK 31909 PAGE 959 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $500,000 for bodily injury caused by an accident, each accident. $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 4,000,000 Aggregate $ 4,000,000 City of Miami listed as an additional insured Excess Follow Form over all applicable liability policies. V. Owners & Contractor's Protective Each Occurrence $1,000,000 General Aggregate $1,000,000 City of Miami listed as named insured VI. Payment and Performance Bond $ FULL VALUE City of Miami listed as Obligee. Bond must comply with 255.05 FS CFN: 20200244820 BOOK 31909 PAGE 960 V11. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $10,000 All other Perils 5% maximum on Wind City of Miami listed as loss payee A. Limit/Value at Location or Site $ B. Coverage Extensions: As provided by the carrier The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. CFN: 20200244820 BOOK 31909 PAGE 961 Exhibit J: Southside Park Improvements Plans [Attached] Southside Park Design CREATE AXIS JAMFS CORNER FIELD vPFRATIvNS 1133 SW 2ND AVL I MI.AMI, I L DLCFMGFR 20 2Tq N Southside Park Plan TO* DROP .,AM FS CORNER FIFID vPFRATDNS 1133 SW 2NDAVL I MIAMI, FL (D SCALE 1"=50' 0' 10'20' 50' Legend 0 schoolhouse F&B 0 playground 0 lawn 0 water feature 0 kiosk 0 dog park 0 fitness court 0 water fall 0 existing tree trunk existing tree new tree 100, DLCLMOLR 20 2Tq (D 0') Cl) Southside Park i, xon JAMFS CORNER FIELD vPFRATIONS 1133 SW 2ND AVL I MI.AMI, FL H V i DLCLMGLR 2020q DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F FIRST AMENDMENT TO PUBLIC BENEFIT AGREEMENT REGARDING CONSTRUCTION OF THE NEW FIRE STATION NO.4 THIS FIRST AMENDMENT TO PUBLIC BENEFIT AGREEMENT REGARDING CONSTRUCTION OF THE NEW FIRE STATION NO. 4 ("Amendment") is entered this loth day of May 2023 by and between 191 SW 12 OWNER, LLC a Delaware limited liability company authorized to transact business in the state of Florida ("Developer") and the CITY OF MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida ("City") (Developer and the City together referred to as the "Parties"). WITNESSETH: WHEREAS, Developer is the owner of that certain real property in the City of Miami located at 145, 155, 165, 191 SW 12 Street, more particularly described in Exhibit "A" attached hereto, and made a part hereof (the "191 SW 12 Street Property"); WHEREAS, the City is the owner of certain real property in the City of Miami located at 1105, 1115, 1131, 1133 SW 2 Avenue, more particularly described in Exhibit "B" attached hereto, and made a part hereof (the "Existing Fire Station Property"); WHEREAS, pursuant to City of Miami Resolution No. R-20-0059 adopted by the City of Miami Commission, a true and correct copy of which is attached hereto as Exhibit "C" and by this reference made a part hereof, the City and the Developer entered into a Public Benefit Agreement Regarding Construction of the New Fire Station No. 4 dated April 13, 2020, and recorded at Official Record Book 31909 at Page 847 (the "Public Benefit Agreement"); WHEREAS, Section 10 of the Public Benefit Agreement provides that the Developer shall construct a new fire station and parking garage as part of a mixed -use project known as 1 Southside Park (the "Project" or 1 Southside Park"); WHEREAS, the Developer has commenced site development for the Project; WHEREAS, the City of Miami engaged a third -party engineer, Thomas F. Mullin, P.E. of RADISE International, L.C., to review and comment on the stucco cracking on the Existing Fire Station Property and the Deep Soil Mixing (DSM) excavation containment system design supporting the excavation on the 191 SW 12 Street Property as approved and permitted by Miami -Dade County Regulatory and Economic Resources Department pursuant to the Florida Building Code; DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F WHEREAS, pursuant to Section 23 of the Public Benefit Agreement, the City and the Developer agreed to cooperate with each other to the fullest extent practicable to achieve construction efficiency during construction; WHEREAS, the City desires to temporarily relocate Fire Station No. 4 to temporary facilities within Southside Park in order to maintain emergency operations and dormitory occupancy through the mass excavation work and construction of 1 Southside Park; WHEREAS, the Developer desires to temporarily relocate Fire Station No. 4 to temporary facilities in order to expedite construction of Project including the delivery of the new Fire Station No. 4; WHEREAS, the Parties wish to amend the Public Benefit Agreement to clarify the obligations of the Developer and the City to temporarily relocate Fire Station No. 4, as more particularly set forth below WHEREAS, this amendment has been authorized pursuant to City of Miami Resolution No. R-23-0127 attached and incorporated as Exhibit "D" WHEREAS, all exhibits are attached and are incorporated by reference herein. NOW THEREFORE, in consideration of the mutual covenants and agreements hereafter contained, the parties mutually agree and bind themselves as set forth herein: 1. Temporary Fire Station No. 4 a. The Temporary Fire Station shall include the plans as outlined in Exhibit "E" attached and incorporated herein and temporary station facilities associated with fire rescue operations, which shall include trailers, pavement, fence, and apparatus tent detailed below. Developer agrees to design, permit, and construct Temporary Fire Station as detailed on Exhibit "E", at Developer's sole cost and expense, in compliance with the plans entitled, Temporary Fire Station prepared by ODP Architecture and Design attached hereto as Exhibit "E", provided that the Developer shall implement the following changes: i. Plumbing cleanouts shall be installed between the trailers; ii. The corridor from the exterior fence line to a public entrance shall be secured so that a citizen may access the station from the public right- of-way (SW 1 Court/Underline) without having access to any storage area, apparatus parking area, or employee parking area; DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F iii. The cut and gate shall be widened to improve access by the larger apparatuses; iv. Setbacks between trailers have a floor height deck built between them to provide outdoor space to staff. Length of each deck shall be at least 1/2 that of the trailer; v. Implementation of a sewer connection; vi. Installation of a doorbell on the exterior fence; vii. Relocation or removal of the tree north of the existing gate that is currently encroaching into the Emergency Vehicle Staging Area; and viii. Any other changes and equipment that may be reasonably requested by the City's Department of Fire Rescue. "Temporary Fire Station" as such term is used herein, shall mean the facilities and improvements shown in Exhibit "E", as amended by the changes referenced above and as accepted by the City Manager. b. The Developer shall pay all costs to move from the Existing Fire Station to the Temporary Fire Station, to be located within the Brickell Area as set forth in Exhibit "E", and approved by the Fire Department at no cost to the City. C. The Fire Department shall not occupy the Temporary Fire Station until the permanent water and sewer connections are constructed and have received final approval by all government agencies as may be required. d. Once the Temporary Fire Station is occupied the City's Department of Fire Rescue shall have the right to continue to occupy it at no cost to the City until thirty (30) days after (a) a Temporary Certificate of Occupancy is issued for the New Fire Station, (b) the first in alerting system is installed, and (c) construction of the super structure above the New Fire Station is topped off and (d) cranes are no longer actively in use at the Project site. The occupancy date of the New Fire Station may be revisited by mutual agreement. Under no circumstances shall the City require a crane exclusionary zone to accommodate occupancy of the New Fire Station. . e. Maintenance and Repairs: The Developer shall be responsible for repairs to the Temporary Fire Station due to construction defects. Developer shall ensure that the Temporary Fire Station complies with the Florida Building Code related to occupancy. In the event of casualty or other loss of use of some or all of the Temporary Fire Station, Developer shall use commercially reasonable efforts to promptly restore the Temporary Fire Station to the same condition. To that end, the Developer has secured the commitment of Advanced Modular Structures Inc. to prioritize repairs, restoration and/or DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F replacement of the Temporary Fire Station. See "Exhibit F." Developer's responsibility shall be limited to the replacement and repair of the Temporary Fire Station. f. Should the Temporary Fire Station have to be evacuated due to weather, acts of God, or other hazards, the Developer shall be responsible for the Temporary Fire Station structures upon the time of evacuation through and up to the re -occupancy by the Fire Department. The Fire Department shall evacuate the Temporary Fire Station no earlier than 24-hours prior to the arrival of a predicted weather event arrival. The Developer shall be solely responsible to prepare the site for inclement weather conditions which shall include, if requested by the Fire Department, disassembly of the apparatus structure, trim trees around and over trailers and apparatus structure, secure construction equipment and debris adjacent to the Temporary Fire Station, and clean adjacent storm drains on SW 12 Street. The Temporary Fire Station will consist of impact resistant doors and windows, and be anchored as required by the Florida Building Code. 2. Demolition of the Existing Fire Station No. 4 The Developer shall be permitted to commence demolition of the Existing Fire Station Parcel (and thereafter continue construction of the Project on the Existing Fire Station Parcel) the later of thirty (30) days after the installation of the first in alerting system and Miami -Dade County's issuance of a Temporary Certificate of Occupancy for the Temporary Fire Station No. 4 at Southside Park, and the Fire Department shall vacate the Existing Fire Station prior to that date. Upon execution of this Amendment, the Developer shall provide the City with five (5) days' notice and then the City Manager shall approve within three (3) days to allow the Developer to commence preconstruction inspections of the Existing Fire Station, including conducting the asbestos survey for the limited purpose of obtaining a demolition permit consistent with best management practices for occupied structures. 3. New Fire Station No. 4 In addition to the deadlines set forth in the Public Benefits Agreement, as amended herein, and without limitation of the same, Developer hereby agrees to execute good faith diligence and commercially reasonable efforts to expeditiously complete the New Fire Station. Nothing herein shall be deemed to modify the City's or Developer's obligations with respect to the transfer of ownership of the Existing Fire Station Parcel or New Fire Station Parcel as required by the Public Benefit Agreement. DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F In addition to the requirements set forth in the Public Benefits Agreement, Developer shall ensure that the New Fire Station only (and not the Project) is constructed in accordance with the standards for an "Essential Facility" as such term is defined in the Florida Building Code. 4. Expedited Review Whenever Possible The City, acting in its proprietary function as property owner and permit applicant, agrees to use best efforts to expeditiously process all requests for permit signatures. 5. No Third -Party Beneficiary No person other than the Developer and the City (and their authorized and approved successors and assigns) shall have any rights whatsoever under this Agreement. This Amendment cannot be relied upon by third parties. 6. Amendment Not Conferring Additional Development Rights The City of Miami is entering into this Amendment for the purpose of facilitating the completion of 1 Southside Park, the New Fire Station, and the Temporary Fire Station in an orderly and efficient manner, provided, however, that the City is expressing its intent on using its best efforts to facilitate construction efficiency. The City is not conferring any other or additional development rights, permit rights, private property rights, vested rights, or assurances by virtue of this Amendment, except as specifically set forth herein. 7. Public Benefits Agreement Except as otherwise provided in this Amendment, the terms of the Public Benefits Agreement shall remain and continue in full force and effect. 8. Counterparts This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F transmit an electronic signature of this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. 141[C]LIFill 0J:1:1WiTCl:1tlr•]111•1►A DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. 191 SW 12 OWNER, LLC Print Name: Michael Stern Title: Authorized Signatory Date: DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F ❑ocuSigned by a - ATTEST: DocuSigned by: Todd B. Hannon, City Clerk Date: May 10, 2023 1 10:09:11 EDT APPROVED AS TO FORM AND CORRECTNESS: Dorcu Signed by: 0 Victoria Mendez, City Attorney o� TMF 22-2128 CITY: CITY OF MIAMI, a municipal corporation of the State of Florida 196W DocuSigned by: v Arthur Noriega V, City Manager Date: May 9, 2023 1 10:13:35 EDT APPROVED AS TO INSURANCE REQUIREMENTS: DocuSigned by: 1�1`. L"'Dw� ", Ann -Marie Sharpe, Director Risk Management DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F EXHIBIT A Exhibit A: Legal Description of 145, 155, 165 and 191 SW 12 Street Parcels 145, 155, and 165 SW 12 Street: Lots 14,15 and 16, Block 85 of MAP OF MIAMI DADE CO. FLA. (CITY OF MIAMI SOUTH), according to the Plat thereof as recorded in Plat Book B, Page(s) 41, of the Public Records of Miami -Dade County, Florida. 191 SW 12 Street: Lot 13, Less the West 10 feet thereof, together with the South 75 feet of Lot 13 -1/2, Block 85 South, MIAMI HEIGHTS, according to the map or plat thereof as recorded in Plat Book 5, at Page 29, of the Public Records of Miami -Dade County, Florida. DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F EXHIBIT B Exhibit B: Legal Description of Existing Fire Station Parcel Existing Fire Station (1131, 1105, 1115 & 1133 SW 2nd Avenue) The Land referred to herein below is situated in the County of Miami -Dade, State of Florida, and is described as follows: Parcel 1: Lot 8 and Lot 11, less the West 10 feet, Block 85 South of MIAMI HEIGHTS, according to the Plat thereof as recorded in Plat Book 5, Page(s) 29, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lot 9, Block 85 South of MIAMI HEIGHTS, according to the Plat thereof as recorded in Plat Book 5, Page(s) 29, of the Public Records of Miami -Dade County, Florida. Parcel 3: Lot 10, less the West 10 feet, Block 85 South of MIAMI HEIGHTS, according to the Plat thereof as recorded in Plat Book 5, Page(s) 29, of the Public Records of Miami -Dade County, Florida. Parcel 4: Lot 12 and the North 75 feet of Lot 13 and 1/2, Block 85 South of MIAMI HEIGHTS, according to the Plat thereof as recorded in Plat Book 5, Page(s) 29, of the Public Records of Miami -Dade County, Florida. DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F City of Miami - Legislation • i1[YCI IIt11Y Resolution: R-20-0059 File Number: 7219 EXHIBIT C City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 2/24/2020 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING AND DIRECTING THE CITY MANAGER TO TERMINATE THE PUBLIC BENEFITS AGREEMENT BETWEEN THE CITY OF MIAMI ("CITY") AND SOUTHSIDE PLACE, LLC ("ORIGINAL DEVELOPER") FOR FAILURE TO PROCEED IN GOOD FAITH TO COMPLY WITH THE TERMS OF THE AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A NEW PUBLIC BENEFITS AGREEMENT ("NEW AGREEMENT") BETWEEN THE CITY AND 191 SW 12 OWNER, LLC ("NEW DEVELOPER"), WHEREBY THE CITY AND THE NEW DEVELOPER WILL CONSOLIDATE THEIR PROPERTIES IN ORDER TO PERMIT THE NEW DEVELOPER TO PROVIDE VARIOUS PUBLIC BENEFITS AT THE NEW DEVELOPER'S SOLE EXPENSE, INCLUDING THE DEVELOPMENT OF A NEW FIRE STATION, AND TO DEVELOP A PRIVATE MIXED -USE TOWER WITH FIRST FLOOR RETAIL AND A PARKING GARAGE, WITH TERMS AND CONDITIONS MORE PARTICULARLY DESCRIBED IN THE NEW AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO MAKE REVISIONS AND NON - SUBSTANTIVE AMENDMENTS TO SUCH NEW AGREEMENT AS NEEDED, ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY. SPONSOR(S): Commissioner Joe Carollo WHEREAS, the City of Miami ("City") is the owner of Fire Station No. 4 located at 1105, 1115, 1131, and 1133 Southwest 2nd Avenue, Miami, Florida 33130 ("City Property"); and WHEREAS, pursuant to Resolution No. 17-0330 adopted on July 13, 2017, the City and Southside Place LLC ("Original Developer") entered into that certain Public Benefit Agreement Regarding Construction of the New Fire Station No. 4 dated as of February 16, 2018 ("2018 Public Benefits Agreement"); and WHEREAS, according to the 2018 Public Benefits Agreement, the Original Developer agreed to consolidate the City Property and the abutting property located at 191 Southwest 12th Street, Miami, Florida 33130 ("Abutting Property") and develop a mixed -use tower and garage in the air rights parcel in exchange for various public benefits to the City, including the development of a new state-of-the-art fire station; and WHEREAS, the City and Miami -Dade County ("County") entered into an Interlocal Agreement on August 2, 2019 ("Interlocal Agreement"), as authorized by City Resolution No. R- 613-18 adopted on July 13, 2017 and County Resolution No. 18-66 adopted on June 5, 2018; and WHEREAS, the Interlocal Agreement provides for the expansion of the County's Rapid Transit Zone to include the Brickell Station Subzone, which includes all of the property on Block City of Miami Page 1 of 3 File ID: 7219 (Revision:) Printed On: 311712020 DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F File ID: 7219 Enactment Number: R-20-0059 85, upon which the City Property, the Abutting Property, Southside Park, and other properties are located; and WHEREAS, to date, the Original Developer has not proceeded in good faith to comply with the terms of the 2018 Public Benefits Agreement, including, but not limited to (1) failure to comply with the construction deadlines specified in the 2018 Public Benefits Agreement and (2) knowingly misrepresenting that the Original Developer was the legal owner of the Abutting Property; and WHEREAS, pursuant to the 2018 Public Benefits Agreement, the City may terminate the 2018 Public Benefits Agreement if "the City finds on the basis of competent substantial evidence that [the Original Developer] has not proceeded in good faith to comply with the terms of this Agreemen."; and WHEREAS, 191 SW 12 Owner, LLC is the contract purchaser of the Abutting Property ("New Developer"); and WHEREAS, the City intends to terminate the 2018 Public Benefits Agreement pursuant to the terms thereof and enter into a new Public Benefits Agreement ("New Agreement") with the New Developer with the intent to provide for the redevelopment of the block with a new, state of the art, high density, mixed use, transit -oriented urban development ("Project") providing much needed retail uses and amenities for the Brickell Station Subzone and surrounding urban areas; and WHEREAS, in furtherance of the New Developer's construction of the Project, the New Developer has agreed to provide the following public benefits at its sole cost and expense: (1) construct the New Fire Station at the New Developer's sole expense at an estimated cost anticipated to be not less than eight million dollars ($8,000,000.00); (2) make a cash contribution equal to two million two hundred thousand dollars ($2,200,000.00); (3) convey fifty (50) parking spaces to the City; and (4) provide streetscape improvements equal to or greater than one million dollars ($1,000,000.00), all as more particularly described in the New Agreement; and WHEREAS, the City will provide for the transfer of certain development density rights associated with the Existing Fire Station Parcel, First Miami High School, and Southside Park, as more particularly described in the New Agreement; and WHEREAS, Section 29-13(c) of the Charter of the City of Miami, Florida, as amended, provides for the waiver of competitive bidding and other requirements when "conveying property to implement projects of any governmental agency or instrumentality"; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as fully set forth in this Section. Section 2. The City Commission hereby finds that there is competent substantial evidence that the Original Developer has not proceeded in good faith to comply with the terms City of Miami Page 2 of 3 File ID: 7219 (Revision:) Printed on: 311712020 DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F File ID: 7219 Enactment Number: R-20-0059 of the 2018 Public Benefits Agreement and accordingly, the City Manager is authorized' and directed to terminate the 2018 Public Benefits Agreement. Section 3. The City Manager is authorized' to execute a New Agreement, in a form acceptable to the City Attorney, between the City and the New Developer to provide public benefits as described herein. Section 4. The City Manager is authorized' to make revisions and non -substantive amendments to such New Agreement as needed, subject to the City Attorney's approval. Section 5. This Resolution shall become effective immediately upon adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: 1 i ria i "ndez, Gity ttor ey 2/14/2020 ' The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. z If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 3 of 3 File ID: 7219 (Revision:) Printed on: 311712020 DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F EXHIBIT D AGENDA ITEM SUMMARY FORM File ID: #13401 Date: 01/27/2023 Commission Meeting Date: 03/09/2023 Requesting Department: Department of Real Estate and Asset Management Sponsored By: District Impacted: District 3 Type: Resolution Subject: Amend Public Benefit Agreement - New Fire Station No. 4 Purpose of Item: A Resolution of the Miami City Commission, authorizing the City Manager to negotiate and execute, the First Amendment to Public Benefit Agreement Regarding Construction of the New Fire Station No. 4 ("Amendment"), between the City of Miami ("City") and 191 SW 12 Owner, LLC, a Florida limited liability company, ("Developer"), collectively the ("Parties"), whereby pursuant to the Public Benefit Agreement, the Parties wish to amend the Public Benefit Agreement to clarify the obligations of the Developer and the City to temporarily relocate Fire Station No. 4 at the Developer's sole expense, with terms and conditions more particularly described in the Amendment; further authorizing the City Manager to make revisions and non -substantive amendments as needed, all in a form acceptable to the City Attorney. Background of Item: The Developer is the owner of that certain real property in the City of Miami located at 145, 155, 165, 191 SW 12 Street, (the 191 SW 12 Street Property") and the City is the owner of certain real property in the City of Miami located at 1105, 1115, 1131, 1133 SW 2 Avenue, (the "Existing Fire Station Property"). Pursuant to City of Miami Resolution No. R-20-0059 adopted by the City of Miami Commission, the City and the Developer entered into a Public Benefit Agreement Regarding Construction of the New Fire Station No. 4 recorded at Official Record Book 31909 at Page 847 (the "Public Benefit Agreement"). Section 10 of the Public Benefit Agreement provides that the Developer shall construct a new fire station and parking garage as part of a mixed -use project known as 1 Southside Park (the "Project"). The Developer has commenced site development for the Project and pursuant to Section 23 of the Public Benefit Agreement, the City and the Developer agreed to cooperate with each other to the fullest extent practicable to achieve construction efficiency during construction. The City and the Developer desire to temporarily relocate Fire Station No. 4 to temporary facilities within Southside Park in order to maintain emergency operations and expedite construction of Project including the delivery of the new Fire Station No. 4 DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F Budget Impact Analysis Item is NOT Related to Revenue Item is NOT funded by Bonds Total Fiscal Impact: Reviewed By Department of Real Estate and Asset Management Review Completed 01 /27/2023 11:33 AM Office of Management and Budget Pedro Lacret Office of Management and Budget Marie Gouin City Manager's Office Larry M. Spring City Manager's Office Arthur Noriega V Legislative Division Valentin J Alvarez Office of the City Attorney Thomas M. Fossler Office of the City Attorney Victoria Mendez City Commission Maricarmen Lopez Office of the City Clerk City Clerk's Office Andrew Frey Department Head Budget Analyst Review Completed 01/31/2023 10:38 AM Budget Review Completed 01/31/2023 5:05 PM Assistant City Manager Completed 01/31/2023 8:39 PM City Manager Review Completed 01/31/2023 9:01 PM Legislative Division Review Completed 02/27/2023 7:33 PM ACA Review Completed 02/28/2023 1:19 PM Approved Form and Correctness Completed 02/28/2023 1:42 PM Meeting Completed 03/09/2023 9:00 AM Rendered Completed 03/10/2023 5:50 PM DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F C' ', "I i/ City of Miami City Hall "";; ;;"" 3500 Pan American Drive - Legislation Miami, FL 33133 Resolution www.miamigov.com Enactment Number: R-23-0127 File Number: 13401 Final Action Date:3/9/2023 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN AMENDMENT TO THE PUBLIC BENEFIT AGREEMENT REGARDING CONSTRUCTION OF THE NEW FIRE STATION NO. 4 ("PBA") BETWEEN THE CITY OF MIAMI ("CITY") AND 191 SW 12 OWNER LLC ("DEVELOPER") FOR THE PURPOSE OF CLARIFYING THE OBLIGATIONS OF THE PARTIES WITH REGARDS TO THE RELOCATION OF FIRE STATION NO. 4 INTO TEMPORARY FACILITIES LOCATED AT SOUTHSIDE PARK AT THE DEVELOPER'S SOLE EXPENSE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS, INCLUDING, BUT NOT LIMITED TO, AN AGREEMENT FOR WATER AND SANITARY SEWER FACILITIES BETWEEN MIAMI- DADE COUNTY AND THE CITY AND ANY OTHER AMENDMENTS, RENEWALS, AND EXTENSIONS, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVALS, AND ALL IN COMPLIANCE WITH APPLICABLE PROVISIONS OF THE CITY OF MIAMI CODE OF ORDINANCES, AS AMENDED ("CITY CODE"), INCLUDING, THE CITY'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, AND ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, 191 SW 12 Owner LLC ("Developer") is the owner of that certain real property in the City of Miami ("City") located at 145, 155, 165, 191 Southwest 12 Street, Miami, Florida; and WHEREAS, the City of Miami ("City") is the owner of certain real property in the City of Miami located at 1105, 1115, 1131, 1133 Southwest 2 Avenue, Miami, Florida, which includes the existing Fire Station No. 4 facility; and WHEREAS, pursuant to Resolution No. R-20-0059 adopted by the City Commission, the City and the Developer entered into a Public Benefit Agreement Regarding Construction of the New Fire Station No. 4 recorded at Official Record Book 31909 at Page 847 ("PBA"); and WHEREAS, Section 10 of the PBA provides that the Developer shall construct a new fire station and parking garage as part of a mixed -use project known as 1 Southside Park ("Project"); and WHEREAS, the Developer has commenced site development for the Project; and WHEREAS, pursuant to Section 23 of the PBA, the City and the Developer agreed to cooperate to the fullest extent practicable to achieve construction efficiency during construction; and DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F WHEREAS, the City and the Developer desire to temporarily relocate Fire Station No. 4 from its existing structure to temporary facilities within Southside Park in order to maintain emergency operations and expedite construction of the Project, including the delivery of the new Fire Station No. 4; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized' to negotiate and execute an amendment to the PBA between the City and Developer for the purpose of clarifying the obligations of the Developer and the City with regards to the relocation of Fire Station No. 4 into temporary facilities located at Southside Park at the Developer's sole expense, in a form acceptable to the City Attorney. Section 3. The City Manager is further authorized' to negotiate and execute any and all documents, including, but not limited to, an Agreement for Water and Sanitary Sewer Facilities between Miami -Dade County and the City and any other amendments, renewals, and extensions, all in forms acceptable to the City Attorney, subject to all allocations, appropriations, prior budgetary approvals, and all in compliance with applicable provisions of the City of Miami Code of Ordinances, as amended ("City Code"), including, the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, and all applicable laws, rules and regulations, as may be deemed necessary for said purpose. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: 1 ria dez, ity ttor ey 2/28/2023 Pursuant to the resolution, this item became effective immediately upon adoption by the Commission. ' The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions. EXHIBIT DEMOLITION PLAN LEGEND Uj DEMOLITION PLAN SYMBOLS GENERAL NOTES 7T I \x -, i JDS DEVELOPMEW sh p TEMPORARY FIRE STATION FOR 1 SOUTHSIDE PARK 140 SW 11 ST MIAMI, FL 33130 SECTION 12, TOWNSHIP 54, RANGE 41 MIAMI DADE COUNTY LIST OF CONTACTS: FLANNINGANDZFNING li� LT' F01EL Poo BUILDING - DFIW LIOWMERS. T-11-1 FIRE P R-Tl- ELEFTRL PR-NIDER NOTES: SUBJECT PROPERTY E-IN FI-11-11IR HATURAL GAS FRI-DER FLoeIDADEFnerNiENro ATI- VICINITY MAP LEGAL DESCRIPTION: PROJECT TEAM CIVIL ENGINEER Kimley)))Horn T Mr.- .7 All-EIT lEl E-NE- 111-1-E T-.1-T- AR-EIT I -El 14 TH �T 4THjL� 47&l -,4, l�� GE-E-111- Ell-11L EIIINEER `Vl- PI I FLI _T E 14TH �l FL F111-48 JDS DEVELOPMENT GROUP sh,,p 1 S..th.ide Park - i-lc:� - TF$ OOVER SHEET r,..l f)nr) II 'n + + 111, 1 AL`C 1 355 +' + �0F LIMIT PLAT 11 II .,137 ' 5' + ell + I ob" + LOT 5 -0- 4 ffLOCK 615 El LIC� 5'-, + �J_ 4 �26 + + + + + nr + VA CA NT LOT LA-A�Q.FT 111A.-- g I I I LOT- 15 LOCK - 85S LOT - BLOCK - 85S -________ -----------________ ----_______ -- --------- + AN LEGEND. 44A*- A&Q L 0 U -we 01+ I I i++�' ,A � 1 1 ut + + 1245 273 — 12. ? 1202 2,6 IS59 *4 SW 12WS-TREET MJAMI-DVt COUNTY FIRE UCK customIre 1 .0 ru N, N , 211%el c=1 1% 11, M1h 4�1 - f, 0 I ++,,-� � :� " + w1l, el 0Bh JDS DEVELOPMENT 17,1111111113 C-2000 j + + 111, 1 AL"C 1 �OFPLAT+' + LIMIT + VA CA NT LOT LA -A -A =� 111- �Q. — — I A.— FT LOT- 15 BLOCK - 85S + 0 0§6 �t , , + "o 'P+0 + "p LOT 5 -0 4 Li LOCK 6 61 OC, 'I,- + + + + AN LEGEND -RA* + ------------------------------- --- —A— + + ------ + + + t + + +1 cf) > > r + LOT- 86 BLOCK 5S —El— �w 104 bi F1 1+ "o + I + j 7- - 4. i10 — '12th - L++ IS59 + SW STREET + + MIAMI-DVt COUNTY FIRE �.. is 110 114 IP' 110 N, 411 A, G Iq ol + + + '�1111'11111111111111`tl+12.. + + el eyy JDS REVEL _...?PMM 11-111,11AIIE C-2001 II I� I I } y1 I I¢ k== I I M1 ` + + + `10 '+ ��fLti \'�DL�LK 355 , + + „ !'F LIMIT OF PLAT I + III rvo -VA CA N z LOT LOT- 15 BLOCK -B55 LEGEND: tiyA y3 * {N Al -•k y1 _ _ YU_ uon or ww, �x� i:xo:�ur ux� \A' a ,9+ / ________ _________ uaxuu�m ix[awvwvv \Ao �x�u, uxex rw aaxxa woo- + / 0 +\� \A�\+ h% /`*1! +1y \A�+ + woxp,�rs�N awvwwxo uan LOT - 5 -0-4 ff LOCn-B 61 LICK -c5 -,B�00 D ODO u wex ' A\0 + r .A h1 + a 1 I t" i + aI 1 w �9 \y I V::4 ABA \ LOT-76 BLOCK-855 —O— 1 ° . _ \4a II I 1 a I< I + to +yA \Ay1 i i I � t '' I + +, 1 a . .,. 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LICHT POLE ° f TO REMAIN (TIP) LOT- 15 BLOCK -B55 BLOCK-855 R50 NO PARKING F:I 1A0 PROP TEMPORARY 'R A D CO MODULAR BUILDINGS" I AhM1 Ii +IIi I Ab. fo.A1 5m' 9 ' I 8 0 ' fa � m 581 R5.0 -\TYPR3.0RI3.0'A +1+ ° • � { I M1�9 10 P' t T'�+-I 1 09 o o + + 9" IS 45 1275 1 T269 _ P _ ) 9 A t EXIST CONSTRDCTI ON 92i i2 ?'*' GATE TO REMAIN EXIST- TREES TO REMAIN AND RE `�� - Of '�' 1PROTECTED AT ALL TIMES (TYP.1 -' ++ %M1 4 EXIST DRIVEWAY IS59 - — — — — — — — — — — — —I TO PER — — — — hl— 0" +rL —+ — SW 2t "STREET — + — T p 1 M119 \M11p \M11p \M166 0 \M1yA \ p _ 1M1 Vo S� rP 0 M15" M1� M1� M1M1 1!5 j� \,bp m g ,518 3 ,M1 46 \ 1236 1 \ \ , +. l + %// + +.. /..................;} _�. -+t p + O ---- ` ---- i2 g1T: 124p oil �...® 6a®_ � iz7o 1223 \) �s ti Da �Eca ®�+ A 12.57 19 6f 62 �__ 11 1 rI r I JDS DEVELOPMENT RRf91.IP Qlp + y I`eA 1 } --- \h 1h? o j5 + 1 i y 1 M11 \h'. \b e. i M1 +9 0 51 + �+ 5 TOT- + _0 _q +'+bI9CK '51 v1y9 +,� BLCCK-e-s 6a LOCK-5e 0 0 DOD O } ✓��.—.—.—.—.— �.—a—.—.—. LIMI OF, F PLAT\\K`epe I { + VACANT LOT LAND AREA= a 22,501 SO. FT — 0510 1— LOT - 15 'LOCK -655 LEGEND: -RA4_ + + N1 — 4, 0 NOTES �I I, O—r --- — -- -- —+ __ + =tQQ a� 12.16 1222 e _- n-++ t}� — — SW �12N1" TREET ,eke K `'l — —� NIP Na ay M1�' \a _ c M1y" tiM1p M1� �e0 �D° 1s O \ t267 12w71,..,��1a r... 12.Y6 1271.. 12i7 e9Y9 '467.. 1}62 9®­ne H �✓ + +' + + s + l+ + e� n/ �y i 15,93 eery 16.00 y 15 80 + + 11 1 i � I I I ' r I r77 I V+' HIGH POINT LINE a ry1 h I +`� \ yS I I r , i5 e6e 116.08 f + j I I...,�61 LOT-1 16.15 18.00 BLOCK- 655 a 16 25 I 16-12 a 16 00 r— 1 I I I . ° I 16.18 ° I a 6\I 16.20 �� II 16.15 1+ e9 i 4 �++; + 0�nnnnnn I I . II � . ro 14_53 v 1439 r= 1+ 1z65 1 `y� 12. 55 .. 1246 12Y3 _— M1� f769 M E �.. M E ._I .23 \M1$ M1'ry \ry. M1 1 M1 ry1ry 11 11111 E (INSTALLED LL MIN(or .1 MAx SLOPE NT57 CE JDS DEVELOPMENT RRf11.IP Qlp aIL/., non --EN c[m.:: TILE LINEI V."IXI NUT NEI i EEL„ HEAVY DUTY PAVEMENT SECTION IAP C-4000 0'fi it q 6y^, 1 *-_ rAA[P LE 'GEND: e t� 1 ¢ +hh1 W- - - - yry_r- 1h� A A1�b- - `h9++ i }r M1 I+AM11 4 s + ----- ± ------------ ---------------- + --- u ` ,A fP 0AOh Ab6�_ ________ 1 '� f 1h 1An� + Aq1 <r + + pub J� �, 0 nor. ,r•,r,w�w r+ ypLOT 6 y9 _0 -5 + LOT + + JbLOCK n.�- J' e,Loa - sss _acx - sF1s ,ab� 0 0 0 0 0 0 LIMITOFPLAT r ++� - +' + �• Ate+ ` b 4-1 + • •rq.x' r1.64 * \\K r +� 1h�* .' ' �b +O �r•�°� +°r' 'o rd~ o—'-' SEE HER FOR COOT. + PROP. 6" P.vc (TYP.1 AT�� �ryA A ,•so1 p CLEANOUT (TVP.J +'+ 1h. t + �l+ +" `Ao� 6- P.V.C. WYE �. + mNNEcnoN (TYP.) r A1M1 r� o-M-'�"--- 1h13 b� + Ay1 ry1 ,IJ -� + t u + III nr 't +.t 4 + 1� NT LOT L No ae oR x O.S16�ACOFE54 + I ° LOT - is Lor-16 BLOCK -85S BLOCK -85S 1 . I 6\ I I 8" I-F011 AQ PROP, 5E PIPE 1A. 1A FOR POTABLE WATER SERVICE 9 ° +i �+ + e CONTRACTOR TO PROCESS A SERVICE i 250 LF OF 6" SAN. SEWER P. VC PIPE 1 CONTRACTOR TO COORDINATE WITH r PROJECT'5 PLUMBING ENGINEER TO I DETERMNE BEST LOCATION & ROUTE - FOR THS SEWER SYSTEM 71+1 1 SEE MEP FOR CONT. :Wj PROP. 2000 GAL. HOLDING TANK (BY OTHERS) LOCATION, SIZE, ELEVATION, INVERT ELEVATIONS MATERIAL PUMPS AND ANY OTHER ASSOCIATED DESIGN FOR THE SEWER SYSTEM TO BE DONE BY OTHERS INSTALLATION REQUEST (SIRI ° . 1246 �N0 - 6g 1M1A ,� A ,M1y 122J ,120 w a SW 2t STREET _r — �— — 01 ' P RM1 C] 4 +O(,M1 M1 6M1 M1M1 ry yja 11 q3' - 4 - --v pdd� f2. s _ __ --- __ ������000000c -- - " ,261.. xl� 12.51 __1y19__ 1�- j662�Da.M EM. ®aKA I JDS DEVELOPMENT CME C-5000 DocuSign Envelope ID: 8708AF23-B5B5-40FC-9801-93648243622F EXHIBIT F r ADr#r'A' nCED MODULAR STRUCTURES, INC. 1911 N.W. 15th Street Pompano Beach, FL 33069 CBC 1260700 February 15, 2023 7DS Development Luke Tulley 104 Fifth Ave. New York, NY 10011 RE: City of Miami Fire Station Phone: 954-960-1550 Fax: 954-960-0747 EC 13008351 Luke to confirm our conversation, Advanced Modular Structures, Inc. is a licensed building contractor with its own on -staff service team. We have been in this area for over 32 years and have our own on -staff service team. In the event any of the units are damaged, our company will make it a priority to dispatch on our own on -staff team to get the repairs done quickly. In the event any of the structures are damaged beyond what is repairable, AMS will make it a priority work on getting a new building for a replacement. If you have any questions, please call or email me. Thank you. Sincerely, Patricia A. Willis Treasurer Visit us at www.advancedmodular.com