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HomeMy WebLinkAboutexhibit 1 -agreementMIAMI FIRST SOURCE HIRING AGREEMENT COMMUNITY BENEFITS PROGRAM This Agreement is made this day of , 2004, by and between the City of Miami, a municipal corporation of the State of Florida (the "City") and Flagstone Island Gardens, LLC, a Delaware limited liability company, f/k/a and successor by merger to Flagstone Properties, LLC, a Florida limited liability company ("Developer"). RECITALS A. Developer and the City entered into an Agreement to Enter Into a Ground Lease dated as of January 22, 2003 and upon the completion of certain conditions precedent outlined in the Agreement to Enter Into a Ground Lease, will enter into a Ground Lease Agreement ("Ground Lease"), for the development, management, and operation of, among other things, a mega -yacht marina, two (2) hotels, a retail/restaurant complex, a fish market and a maritime museum that is, the Project or the Development (as such terms are hereinafter defined) on a parcel of land owned by the City and located on Watson Island, in the City of Miami that is, the Site (as hereinafter defined). These two agreements shall hereinafter be collectively referred to as the "Development Agreements". B. To supplement the local community involvement in the Project, Flagstone has agreed to comply with Section 18-110 of the City of Miami Code to foster participation in the construction and operation of the Project by Low Income Individuals (as hereinafter defined) who are Residents (as hereinafter defined) of the City of Miami and Miami -Dade County, including, but not limited to those who are participants of South Florida Workforce training and employment programs (as hereinafter set forth Low Income Individuals who are Residents are sometimes referred to as "Qualified Individuals"). NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: -l- SECTION 1. DEFINITIONS As used in this Agreement, the following capitalized terms shall have the following meanings. All definitions include both the singular and plural form. Capitalized terms not specifically defined herein shall have the meanings ascribed to them in the Development Agreements. "Agency" shall mean the South Florida Work Force, a state and federally funded 501 C3 organization, or some entity comparable to the foregoing reasonably acceptable to the City Manager. In the event the Agency ceases to exist, upon request of City or the Developer, the Developer shall be permitted to create or select a similar entity capable of handling the responsibilities designated to .the Agency hereunder, acceptable to the City Manager. "Agreement" shall mean this First Source Hiring Agreement in its entirety. "Business User" shall mean any person or entity that (i) enters into a lease agreement or similar agreement for use of space at the Site, and (ii) intends to operate or actually operates an ongoing business at the Site other than development or construction of the Project or Retail Use (as hereinafter defined). The term "Business User" shall not include any person or entity that enters into a space lease in the retail areas, dining areas or other areas other than Hotels, Marina or Parking Garage, to sell or offer food, products or services (the "Retail Use"). "City" shall mean the City of Miami, as represented by the City Manager of the City of Miami. "Construction Contract" shall mean a contract with a total contract volume of $500,000 or more related to the construction of the Development or part thereof. "Construction Contract" shall not include lease agreements or contracts related to operations of ongoing business at Site. -2- "Construction Contractor" shall mean a prime contractor, a subcontractor, or any -other person or entity entering into a Construction Contract (as defined above) for the construction of the Development or part thereof. "Developer" shall mean the Flagstone Island Gardens, LLC, a Delaware limited liability company. "Development Agreements" shall have the meaning ascribed to it in the Recitals. "Effective Date" shall mean the Possession Date (as defined in the Ground Lease at Section 4.1 thereof, that is, the date the Ground Lease is signed and delivered by City and Developer and possession of the Site is turned over to Developer in commencement of the Lease Term. "Full Time Employee" shall mean an individual employed for a minimum of thirty-two (32) hours per standard five-day work week. "Low -Income Individual" shall mean an individual whose household income is no greater than 80% of the income limits of the City of Miami as issued and published by U.S. HUD on a yearly basis, or such other low income threshold as approved by the City Manager, or an individual who is unemployed. Developer may rely on the Agency to determine and advise as to who is a Low Income Individual and to make all determinations relating to employment, economic status, residency, nationality and other relevant information to the extent the Agency agrees to provide such service. "Occupancy Date" shall mean the date the Business User has taken possession of their respective lease area and is open for business to the general public. "Operations" shall mean all work (other than the initial Project development or construction work and Retail Use) conducted by a Business User on any portion of the Site. The commencement of Operations of one Business User shall not necessarily mean the -3- commencement of Operations of another Business User. The commencement of Operations of the Project shall mean the Occupancy Date as defined herein. "Overtown Area" shall mean that area as depicted in Exhibit A attached hereto and made a part hereof. "Project" or "Development" shall mean all of the Leasehold Improvements (including but not limited to, all of the Major Project Components) to be completed pursuant to the Development Agreements. "Qualifying Individuals" shall mean Low -Income Individuals who are Residents. "Residents" shall mean a person who resides in the City of Miami (or the County of Miami -Dade) at the time of application for employment. The Developer shall implement or cause to be implemented a program that ensures priority among residents among otherwise t equally qualified persons. The Developer will give priority to those residing within the City of Miami. In the event there is not a sufficient number of qualified Residents that reside within the City of Miami, then the balance of any percentage thresholds of Developer's performance can be met utilizing Residents that reside within Miami -Dade County. Developer may rely upon the Agency to determine who is a Resident and to make determination relating to employment, economic status, residency, nationality and other relevant information to the extent the Agency agrees to provide such service. "Site" or "On -Site" shall mean the approximately 10.8 acres of upland and 13.4 acres of adjacent submerged land located at the northwest quadrant of Watson Island in the City of Miami, Florida and other ancillary locations that the City has authorized Developer to use pursuant to a license or other written agreement, SECTION 2. CUSTOMIZED AND FIRST SOURCE HIRING PROGRAM CONSTRUCTION PHASE AND BUSINESS OPERATIONS PHASE -4- A. Construction Phase 1. General Statement. This section is to develop reliable resources for the prescreening of resumes and operation of training programs that will facilitate the skills and the employment of Low -Income Individuals that reside in the City of Miami and Miami Dade County for the construction phase of the Project. This section aims to accomplish that goal (i) by establishing a mechanism whereby Low -Income Individuals can receive job training in the skills requested by employers in the Development, and (ii) by establishing a system for prompt reliable pre-screening and referral of applicants to employers as jobs become available. 2. Providing Employment Opportunities. Developer shall require each Construction Contractor to provide employment opportunities generated by the Project to Qualifying Individuals including in particular, but not limited to, those who are participants in the Agency's training and employment programs, subject to the Construction Contractor's obligation to fill vacancies generated by the Project with (i) Construction Contractor's employees from other jobs, and (ii) permanent full time employees laid off by Contractor within the last two (2) years due to work slow downs. It is understood that jobs may be offered on the basis of qualifications but if qualifications are equal such employment opportunities shall, subject to (i) and (ii) above, be offered by Developer (a) first to residents of the Overtown Area, (b) second to other City of Miami residents, and (c) third to residents of Miami -Dade County. 3. Specific Provisions designed to Benefit Residents. a) Not later than two months prior to the Effective Date, unless otherwise approved by the City Manager, the Developer will set up, or cause to be set up, a Skills Training Program ("Skills Training Program") during construction to provide for On -Site, or Off -Site as approved by the City Manager, with the objective of training for a minimum of ten percent (10%) of the entire anticipated On -Site Project construction workforce, -5- whether union or non -union. The actual hiring requirements are set forth in various other Sections of this Agreement. The requirement for participation in the program will be included in each Construction Contract. The purpose of the Skills Training Program will be to teach the Qualifying Individuals marketable construction skills. The Developer will operate or cause to be operated the Skills Training Center, which will provide for the advancement of skills for the construction personnel at the Project. It will teach a tight curriculum of safety fundamental skills for untrained people, advanced skills for trained personnel, additional skills for certificates in alternate trades, and management of construction operations. b) The Developer and the Construction Contractor shall notify the Agency in a timely manner, as necessary and appropriate, when it wishes for the Agency to help develop customized training programs which enable Qualifying Individuals to qualify for and secure entry level and apprenticeship construction positions, whether union or non -union. The Developer may provide rent-free space within the Site or any areas it may license from the City, or elsewhere, for the site or local offices of the Agency. In the event the Agency does not perform in a timely manner, the Developer or Construction Contractor shall notify the Agency, with a copy to the City, of such deficiency. If the Agency does not implement steps to cure such deficiency within fifteen (15) days of such notice, unless modified by the City Manager, the Developer shall immediately identify or establish a new agency acceptable to the City Manager to fill the role of the Agency. c) The Developer and the Construction Contractor will notify the Agency in a timely manner of entry-level, apprenticeship positions and union or non- union job openings resulting from the Construction Contract requirements that will not be filled through the Developer's Skills Training Program including the number of positions needed and the minimum qualifications required for each position. -6- d) The Developer and Construction Contractor will utilize the Agency as the "first source" in identifying candidates for its Skills Training Program and except for those positions filled through the Developer's Skills Training Program, will declare the Agency the "first source" to identify candidates for those entry-level, apprenticeship and union and non -union positions. e) The Developer and the Construction Contractor shall give preference and first consideration on the basis of qualifications. Should qualifications be equal among candidates, the Developer and Construction Contractor, subject to the Construction Contractor's obligation to fill vacancies generated by the Project with (i) Construction Contractor's employees from other jobs, and (ii) permanent full time employees laid off by Contractor within the last two (2) years due to work slow downs, and to the extent permitted by law and any existent labor agreements, such employment opportunities shall be offered by Developer and the Construction Contractor in the following order of priority: (a) first, to residents of the Overtown Area, (b) second, to other City of Miami residents, and (c) third, to residents of Miami -Dade County. f) The Developer and the Construction Contractor shall advertise or cause to be advertised through the Agency, in local minority media and City TV, the City of Miami community television channel, and hold job fairs seeking to attract Qualifying Individuals to seek training and employment at the Project. g) It is the objective of this Agreement (but not a covenant by City or Developer) that all of those that successfully complete Skills Training Program, which training was developed for the purpose of developing skills for construction jobs that can be utilized in the Project, shall receive job offers for the Project. It is understood that successful completion of training includes mastery of many performance, attitude, and team skills. As long as these persons remain employed at the Project, their positions will continue to be counted toward this threshold of Developer's -7- performance regardless of any change in their status as a Qualifying Individual. Annual thresholds shall be pro -rated monthly as required. h) In the event that the Agency is unable to identify qualified persons to fill the positions identified by the Developer or the Construction Contractor within a reasonable time frame acceptable to the Developer or Contractor, any unfilled targeted positions may be filled by any qualified person, irrespective of their status as Qualifying Individuals. i) The Developer or Contractor shall use good faith to register a resident apprentice training program with the local unions for Construction Contracts in order to involve trained City residents and Qualifying Individuals as apprentices and ultimately as journeypersons for the benefit of the Project. j) The City acknowledges that all employees of the Project will be required to have the necessary employment skills, as well as meeting the requirements of the Project insurance policy, including, without limitation, requirements for a drug free workplace. In addition, the City acknowledges that various employment opportunities may require union membership, and may require security clearances consistent with the Project's security policies and procedures. For purposes of this Agreement, to the extent the Agency provides the above services, the Developer may rely on the information provided by the Agency for verification purposes. k) To the extent that the procedures set forth in this section are in conflict with the procedures implemented by the Developer or Construction Contractor in order to comply with the applicable federal, state and local laws, the Construction Contractor may substitute other procedures, acceptable to the City Manager, in order to accomplish the purpose and intent of this Agreement. B. Business Users/ Business Operations Phase -8- 1. General Statement. This section is to provide accredited coursework in Retail Management, Leisure Management, Customer Service, and basic educational high school diploma skills ("Career Training Program"). Included in this Career Training Program are accelerated programs in computers, basic mathematics, and language skills. The Developer and participating Business Users may depend upon the Agency to provide and implement such training subject to the Agency agreeing to provide such services. The Career Training Program will focus on developing alliances with organizations within the Miami area to produce educational programs for all employees of the Project that will substantially include the following courses of study: • Hospitality Training • Retail Training • Catering and Dining Training • Marina Operations Training • Public Space Management • Customer Service Training • Multiple Language Skills • Botanical Training • Educational Teaching for cultural facilities • Emergency Services Training (for immediate care prior to arrival of emergency service personnel or professional emergency services). 2. Specific Provisions Designed to Benefit Residents. a) Consistent with Project construction schedule, but no later than four (4) months prior to the Occupancy Date, the Developer will provide or cause to be provided operational skills training for the staff of the completed Project, which can be used by the Project's Business Users participating in the Program, which training shall be provided on site or at a location reasonably acceptable to the City Manager. This will include the courses of study listed above in Section 2 B. 1. This training shall continue to be provided for a term commensurate with the need but in no event shall the training terminate prior to one month after the Occupancy Date for each Major Project Component. -9- b) The Developer may notify the Agency to assist in developing and maintaining customized training programs, and will notify the Agency in a timely manner, as necessary and appropriate, to assist in developing customized training programs, which enable Low Income Individuals to qualify for and secure the operations jobs, as well as to improve the skills and capabilities of employees for self improvement and career advancement. c) The Developer will maintain or cause to be maintained an up-to-date database accessible to the Developer and the Business Users who participate. The Developer and the Business Users who participate may notify the Agency electronically in a timely manner of applicable job openings containing the approximate number and type of jobs that will need to be filled, the basic qualifications necessary, and contact information for obtaining further information and information for applying for jobs. d) The Developer shall give preference and first consideration to the highest qualified candidates. Among equally qualified candidates, to the extent permitted by law and any existent labor agreements, preference shall be given to Qualifying Individuals. Developer may rely upon the Agency to determine who is a Resident and to make determination relating to employment, economic status, residency, nationality and other relevant information to the extent the Agency agrees to provide such service. e) The Developer shall advertise or cause to be advertised through the Agency in local minority media and City TV, the City of Miami community television channel, and hold, directly or through the Agency, job fairs seeking to attract Low Income Individuals residing in the City of Miami to seek employment at the Project. f} With respect to Business Operations, the Developer shall offer, or cause to be offered, employment to a minimum of twenty-five percent (25%) of all the initial Full Time Employee job openings or seventy-five percent (75%) of those Qualifying Individuals who have successfully completed the -10- Career Training Program, trained for the purpose of this Pfoject, whichever is greater. As long as these same persons remain employed within the Project or in other locations of the same Business Users, their positions will continue to be counted toward this threshold, irrespective of their Qualifying Individual status. Should a Qualifying Individual be relocated, the vacated position shall still be counted towards the total jobs in the Project and the minimum percentage shall continue to apply. Priority will be given among equally qualified candidates to those residing within the City of Miami. In the event there is not a sufficient number of qualified Qualifying Individuals that reside within the City of Miami, then the balance of the threshold can be met utilizing Low Income Individuals that reside within Miami -Dade County. This shall apply to the initial job openings and shall continue so long as the Developer is in control of the project or on the tenth anniversary of the Occupancy Date of the last Major Project Component (excluding the Retail use) to open, whichever comes later. 'g) The Developer shall provide or cause to be provided to the City monthly reports defining the progress and employment status of those candidates who are hired. h) If Developer anticipates difficulty meeting the percentage threshold requirements referenced above, Developer shall, meet and confer with the City Manager to determine mutually agreeable additional steps which can be taken to meet the percentage threshold requirement. 3. Exemption for Small Businesses. Business Users' responsibilities with regard to the First Source Hiring shall not apply to jobs at businesses that employ fewer than ten (10) Full Time Employee workers, in addition to owner -workers or members of owner's immediate family, proof of which must be provided at City request. 4. Thresholds and Notice to Cure: If the City at any time determines that the Developer has not met the objectives set -forth in Exhibit "B" of this Agreement in accordance with the terms and mechanisms as set forth in Exhibit `B", the City agrees to first provide the Developer with a Notice of Non -Compliance specifying the points of -11- non-compliance and the terms of cure, and provide the Developer with a thirty (30),day cure period; provided, however, such thirty (30) day period shall be extended so long as Developer promptly commences cure and diligently continues to pursue such cure. The successful completion of the cure shall be determined by the City Manager. To the extent required by institutional lenders, City agrees to provide duplicate notices of default to addresses specified by Developer. 5. Positive and Negative Points Systems: The City and Developer have agreed upon the point system described in Exhibit "B" attached hereto to monitor Developer performance. Target levels are set at 95% performance; however, Developer shall not be deemed to be non -performing unless or until Developer is at 75% threshold. Developers performance in any given year in excess of 95% will be cumulative and carried over to future years. Also, based upon monthly reporting results, if prevailing economic conditions warrant, the percentages may be modified with City Manager's concurrence. Developer will provide annual labor forecast to City, upon City's written request, but under no circumstances can performance be based on anything other than actuals in arrears. The point and value system may be modified at any time with mutual written consent of the Developer and the City Manager. SECTION 3. MONITORING AND ENFORCEMENT A. Monthly Reports: Construction. During Construction, the Developer, will provide, or cause to be provided, regular monthly electronic reports consistent with the timing and formats of normal employment operational reports, regarding the disposition of all individuals trained in the Skills Training Program including the position applied for and whether such individual was hired or not. If the individual was not hired, then the Developer's report should further provide a brief explanation of why any such candidate was not hired or considered qualified. Copies shall be provided by the Developer to the City Manager with copies to the appropriate departments as set forth in Section 5 of this Agreement. B. Monthly Reports: Business Users. During Operations, Developer will provide, or cause to be provided, the City with monthly reports consistent with the timing and -12- formats of normal employment operational reports, regarding date and number of initial position requests, date required for candidate to commence work, the disposition of all individuals trained in the Career Training Program referrals, including the position applied for and whether such individual was hired or not. lithe individual was not hired, then the report should further provide a brief explanation of why any such candidate was not hired or considered qualified. C. Quarterly Reports Analysis. The Developer shall prepare, or cause to be prepared, detailed quarterly reports on the implementation of all sections of this Agreement during construction of the Project and as long as the Developer has control of the Project or through the tenth anniversary of the Occupancy Date for the last Major Project Component (excluding the Retail use) to open, whichever comes later, including those sections where the 'Construction Contractor, or Business User is the party hiring the individuals. These reports may be prepared by the Agency or other qualifying entity, as submitted to and approved by the City Manager, upon whom the Developer may rely, and shall provide, at a minimum, a listing of the individuals, ethnicity, residency, classification applied for, employer's name, date of hire, status of employment (i.e., still employed or date terminated), total hours worked for the reporting period, gross monthly earnings, recruitment source and percentage of Qualifying Individuals when they were initially hired for any component of the Project, which status shall continue to be applicable to any thresholds that are set, no matter of changes in employee status as a Qualifying Individual. These reports should further provide a comprehensive summary of the above, including, but not limited to, the following: • total number of positions hired to -date • total number of positions held by Qualifying Individuals residing in the City at date of hire • total number of positions held by Qualifying Individuals residing in Miami -Dade County at date of hire • total new hires this reporting period • total new hires from prior reporting period • total new hires to -date • total number of individuals referred from each respective recruiting source -13- • total number of individuals hired and not hired from each respective recruiting source. These reports shall be provided to the City, consistent with any security provisions of the Project. If the report indicates that the percentage threshold requirement is not being met, the Developer will include as part of the report a discussion of the reasons why that is the case. In compiling this report, Developer shall be entitled to rely on information provided by the Construction Contractors or Business Users, respectively, without responsibility to perform independent investigation. Further, in the event the Agency prepared the report or the initial data on Qualifying Individuals, on behalf of the Developer, the Developer shall be entitled to rely on information provided by the Agency to the extent the Agency has agreed to provide such information. D. Enforcement by the City. The City Manager shall determine the necessity of investigating complaints relating to implementation of this Agreement. The Developer shall cooperate fully and promptly with any such investigation, and shall make copies available at no cost, to the City Manager requested records and information the City reasonably deems relevant to monitoring the implementation of this Agreement, consistent with security procedures and policies. If the City Manager determines that the provisions of this Agreement are not being followed, he will determine the necessity of engaging and will proceed to engage in a good -faith effort to hear respective issues and to negotiate a resolution. During the process of such investigation, the investigation and its findings will be held in the most strict and confidential manner, reporting findings only to the City Manager and the Developer. If negotiations do not arrive at a resolution within a reasonable period of time, the City Manager may issue his written findings consistent with the terms and provisions of a Notice to Cure as per Section 2.D. above. If Developer fails to comply with the Notice to Cure the City Manager may pursue any available legal remedies, including but not limited to any or all of the following practices: 1. A legal action to enforce this Agreement and/or any term or covenant thereof. The court shall award reasonable attorneys fees and costs to the prevailing party in an action enforcing or interpreting the requirement of this Agreement. -14- 2. A declaration of ineligibility for future City contracts and/or redevelopment agreements with the City until penalties and restitution have been paid in full. Nothing in this Section 4 shall derogate or limit the rights of the City to enforce this Agreement through pursuit of any available legal or equitable remedies. SECTION 4. IMPLEMENTATION OF FIRST SOURCE HIRING PROGRAM Inclusion of this Agreement in Leases and Contracts. A. Construction Contracts and Business Users Agreements. The Developer shall not execute any Construction Contract or Major Subleases of or any portion of the Site, unless this Agreement, or the most current draft of this Agreement is acknowledged to have been received and agreed to be complied with by such Construction Contracts and Major Subleases as a material term. Similarly; except for Retail Users, Developer shall not execute any lease agreement of the Site, or portion thereof, unless the written acknowledgement of this First Source Hiring Agreement (or its most current draft), by the Business User is contained within the contract or lease. B. Developer Assurance Regarding Preexisting Contracts. Developer warrants and represents• that as of a date of mutual execution of this Agreement, it has executed no construction contract or agreement that would violate any provision of this Agreement had it been executed after the date of mutual execution of this Agreement. SECTION 5. NOTICES Correspondence. All correspondence shall be in writing and shall be addressed to the affected parties at the addresses set forth below. A party may change its address by giving notice in compliance with this Section 5 the addresses of the parties are: If to the Developer: With a copy to: Flagstone Island Gardens, LLC 506 Celebration Avenue Celebration, Florida 34747 Attn: Mehmet Bayraktar Joseph L. Herndon, Project Director Flagstone Island Gardens, LLC 1674 Meridian Ave, Suite 300 Miami Beach, FL 33139 -15- With a copy to: With a copy to: If to the City: With a copy to: With copy to: With a copy to: (electronically to jherndon@flagstonegroups.cba) Shutts & Bowen LLP 1500 Miami Center 201 South Biscayne Miami, Florida 33131 Attn: Kevin D. Cowan, Esq. and Terry B. Fein, Esq. Latham & Watkins 885 Third Avenue New York, New York 10022 Attn: Richard L. Chadakoff, Esq. Chief Executive Officer (City Manager) City of Miami Florida 3500 Pan American Drive Miami, Florida 33133 Department of Economic Development City of Miami 444 SW 2 Avenue, 3rd Floor Miami, Florida 33130 Department of Community Development City of Miami 444 SW 2 Avenue, 2nd Floor Miami, FL 33130 City Attorney, City of Miami 444 SW 2 Avenue, 9th Floor Miami, Florida 33130 SECTION 6. GENERAL PROVISIONS A. Severability Clause. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall continue in full force and effect. B. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the -16- parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor in interest, heir, administrator, executor, or assign of such party. C. Intended Beneficiaries. The City is an intended third -party beneficiary of contracts and other agreements, which incorporate this Agreement, with regard to the terms of this Agreement. The City shall therefore have the right to enforce the provisions of this Agreement against all parties incorporating this Agreement into contracts or other agreements. D. Term. Section 3 Monitoring and Enforcement, of this Agreement shall become effective on the date of mutual execution of this Agreement, and shall remain in effect for as long as the Developer remain in control of the Project or for ten years from the Occupancy Date of the last Major Project Component (excluding Retail Space) to open, whichever comes later. E. Material Terms. The provisions of this Agreement are material terms of the Ground Lease Agreement for the Project. F Waiver. The waiver of any provision or term of this Agreement shall not be deemed as a waiver -of any other provision or term of this Agreement. The mere passage of time, or failure to act upon a breach, shall not be deemed as a waiver of any provision or terms of this Agreement. G. Estoppel. Both parties agree to provide the other (and their designees) within fifteen (15) days of request an estoppel letter acknowledging that the other party is not in default of this Agreement. H. Construction. Each of the parties has been represented by counsel in the negotiation and drafting of this Agreement. Accordingly, this Agreement shall not be strictly construed against any party, and the rule of construction that any ambiguities be resolved against the drafting party shall not apply to this Agreement. No termination of Existing Employees. Neither the Developer, the Business Users nor the construction teams shall be obligated to terminate any existing employees to comply with the terms and provisions of this Agreement. Should the Developer not be able to meet the thresholds or objectives of this Agreement due to low employment position vacancy, the threshold will be based upon the job openings that are available. -17- J. Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes any prior agreements, whether written or oral. This Agreement sets forth the general framework for a First Source Hiring Policy and may be supplemented by additional memoranda approved by the Developer and the City Manager detailing the procedures and deadlines for carrying out this policy. K. Amendments. This Agreement may not be altered, amended or modified, except by an instrument in writing signed by the Developer and City Manager. L. Authority of Signatories. The individuals executing this Agreement represent and warrant that they have the authority to sign on behalf of the respective parties. M. Waiver of Jury Trial. The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement ofthe City and Developer entering into the subject transaction. -18- IN WITNESS WHEREOF, the City and the Developer executed this Agreement the day and year first above written: Witnesses: FLAGSTONE ISLAND GARDENS, LLC, a Delaware limited liability company Attest: By: Flagstone Miami Holdings, LLC, a Delaware limited liability company, as its sole and managing member By: Flagstone Property Group, LLC, a Delaware limited liability company, as its sole and managing member By: Name: Mehmet Bayraktar Title: Sole and Managing Member Date: THE CITY OF MIAMI, a municipal corporation of the State of Florida By: City Clerk Joe Arriola, City Manager Approved as to form and correctness: Alejandro Vilarello, City Attorney -19- EXHIBIT A OVERTOWN AREA -20-