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HomeMy WebLinkAboutDevelopment Agreement - OLDDEVELOPMENT AGREEMENT BETWEEN CITY OF MIAMI, MAW- A AND MIAMI -WORLDCENTER GROUP, LLC REGARDING DEVELOPMENT OF THE MIAMI WORLD CENTER PROJECT THIS AGREEMENT is entered this day of November, 2008, by and between IvIIAMI WORLDCENTER GROUP, LLC, a Florida limited liability company ("MWC) and its undersigned affiliates (collectively the "Developer Parties"), and the CITY OF MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida ("City"), WITNESSETH: WHERE.AS, the City wishes to encourage redevelopment of the property bounded by NE 2nd Avenue on the east, North Miami Avenue oo the west, NE 1 i th Street on the north, and NE 6th Street on the south ("Park West District"); WHEREAS, on November 13, 2008 the City Commission approved the rezoning of the Park West District from SD-16.1 to SD-16.3; WHEREAS, Developer Parties hold the fee simple title to certain real property situated in the Park West District (the "Property" and coilectively„ as the "Properties"; legal descriptions of which are attached as Exhibit "A"); WHEREAS, Developer Parties may acquire fee simple title to certain other real property situated in the Park West District (the "Property Not -Included", legal descriptions of which are attached as Exhibit "B"); WHEREAS, the Developer Parties contemplate constructing within the Park West District a large, high -density, mixed -use development consisting of multiple buildings, public open space, enhanced pedestrian areas and access to mass transit, commonly referred to as the Miami World Center ("Project"); WHEREAS, the Developer Parties contemplate that the Project will have a site plan, including open spaces and building layout, substantially in accordance with the Conceptual Site Plan attached as Exhibit "C" ("Conceptual Site Plan"); WHEREAS, the Developer Parties and the City acknowledge that the Conceptual Site Plan and each of its elements may only be achieved if the Developer Parties own sufficient property to make each of the open spaces and buildings both physically and financially feasible; WHEREAS, the lack of certainty in the approval of development can result in a waste of economic and and resources, discourage sound capital improvement planning and financing, escalate the cost of housing and development, and discourage commitment to comprehensive planning; WHEREAS, assurance to a developer that it may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public (M272-/371:5) planning process, encourages sound cap to l iznprovement pia ing and financing, silts ire assuring there are adequate capital facilities for the deve opment, encourages private participation in comprehensive planning, and ° duces the economic costs of development; WHEREAS, the Prpert in the Park West District is designated ResUicted Commercial in the Comprehensive Plan, and zoned as SD-16,3 in the Existing Zoning; WHEREAS, the Property outside the Park West District are zoned various € the designations according to the Existing Zoning; WHEREAS, the Developer Parties and the City mutually desire that the Properties be developed as permitted in the Existing Zoning, the Comprehensive Plan and this Agreement; WHEREAS, the City Commission pursuant to Resolution No, , adopted November 13, 2008 has authorized the City Manager to execute this Agreement upon the terms and conditions as set forth below, and the Managing Members or Boards of Directors of the Developer Parties or their parent or controlling entities have authorized the Developer Parties to execute this Agreement upon the terms and conditions set forth below; WHEREAS, the Project is located in the Southeast Overtown Park West Development of Regional Impact ("SEOPW DRIFT) and the Southeast Overtown Park West Community Redevelopment Area ("CRAP'); WHEREAS, as of the Effective Date the SEOPW DRI has insufficient development capacity to accommodate the Project, and WHEREAS, to facilitate the Project, the CRA plan and the SEOPVT DRI may need to be amended, subject to any required legal procedures and approvals; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties mutually agree and bind themselves as set forth herein: Section I. 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, This covenant shall be binding upon, and inure to, the benefit of the parries, their successors, assigns, heirs, legal representatives, and personal representatives. Section 2. Rules of Legal Construction. For all purposes of the Agreement, unless otherwise expressly provided: A defined term has the meaning assigned to it; Words in the singular include the plural, and words in plural include the singular; A pronoun in one gender includes and applies to other genders as well; (M 727171,5 (e) The terms "hereunder"; "herein`, "her eot , "hereto" and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles; The Parties hereto agree that this Agreement shall not he more strictly eons ed against either the Ci Agreement; and or any Developer Party as all parties are drafters of this The recitals are true and correct and are incorporated into and made a part of this Agreement. The attached exhibits shall be deemed adopted and incorporated into the Agreement; provided however, that this Agreement shall be deemed to control in the event of a conflict between the attachments and this Agreement. Section 3. Definitions, "Agreement" means this Agreement between the City and Developer Parties. "City" means the City of Miami, a municipal corporation and a political subdivision of the State of Florida, and all departments, agencies and instrumentalities subject to the jurisdiction thereof. "Comprehensive Plan" means the comprehensive plan adopted by the City pursuant to Chapter 163, Florida Statutes (2008), meeting the requirements of Section 163.3177, Florida Statutes (2008), Section 163,3178, Florida Statutes (2008) and Section 163.3221(2), Florida Statutes (2008), which is in effect as of the Effective Date. "County" means Miami -Dade County, a political subdivision of the State of Florida. "Development" means the carrying out of any building activity, the making of any material change in the use or appearance of any structure or land, or the dividing of land into three or more parcels and such other activities described in Section 163.3221(4), Florida Statutes (2008). "Effective Date" is the latter of the dates of recordation of this instrument or thirty days after this instrument has been received by the state land planning agency pursuant to Section 163.3239, Florida Statutes (2008). "Existing Zoning" is (a) the City of Miami Ordinance No 11000, adopted March 8, 1990, and amended through the Effective Date, specifically including the SD 16.3 zoning district regulations, and (b) the provisions of the Charter and City Code of Mia.rni ("Code") which regulate development, specifically including Chapters 10, 13, 22, 23, 36, 54, 55 and 62 of the Code as amended through the Effective Date, which together comprise the effective land development regulations governing development of the Property as of the Effective Date, "Land" means the earth, water, and air, above, below, or on the surface and includes any mprovements or structures customarily regarded as land. 47.,2727t7I; ) leans all ordinances, resolutions, regulations, comprehensive plans, land development regulations. and rules adopted by a local government affecting the development of land, "Property I Brest" me s any interest or rights in real property or appurtenances of the Properties, including but not limited' to, fee simple, leasehold, condominium, tansferable development right or air rights, and licenses, however acquired, including any interests or rights in real property acquired through foreclosure, deed in lieu of foreclosure or any other realization of a security interest in real property, Without limiting the foregoing, a Community Development District and/tiff a master property owners' association with appropriate authority relating to one or more of the Properties shall be deemed to hold a Property Interest, "Public Facilities" means major capital improvements, including, but not limited to, transportation, sanitary sewer, solid waste, drainage, potable water, educational, parks and recreational, streets, parking and health systems and facilities. Section 4. Purpose. The purpose of this Development Agreement is to establish certain conditions which will result in the Developer Parties providing Open Spaces to the City, and to freeze, as of the Effective Date, the land development regulations which will govern development of the Project, This Agreement will provide both parties with additional certainty during the development process. Section S, Intent. The Developer Parties and the City intend for this Agreement to be construed and implemented so as to effectuate the purpose of this Development Agreement and the purpose and intent of the Florida Local Government Development Agreement Act, Section 163.3220 - 163.3243, Florida Statutes (2008). Section €. Applicability. This Agreement applies only to the Properties located in the Park West District Additional property may be subsequently incorporated into this agreement and bound by the rights and obligations established hereunder, only if such additional property is acquired by a Developer Party and is incorporated pursuant to the joinder provisions of Section 20. Section 7. Term and Effective Date. This Agreement shall have a term of twenty (20) years from the Effective Date and shall be recorded in the public records of Miami -Dade County and filed with the City Clerk. The term of this Agreement may be extended upon execution of a written instrument approved by the Developer Parties and the City Commission or any other legally required authority. This Agreement shall become effective on the Effective Date and shall constitute a covenant running with the land Section 8, Permitted Development Uses and Building intensities. (a) SD�I6.3 Zoning District Designation. The City has designated the area bounded by NE 2nd Avenue on the east, North Miami Avenue on the west, NE 11t' Street on the north. and NE 6th Street on the south as SD-16.3 on the official zoning Atlas of the City, pursuant to the applicable procedures in the Existing Zoning. The SD-16,3 zoning district regulations are attached as Exhibit °'D". In approving the SD 16.3 zoning district designation, the City has determined that the uses, {M27271 7 1;5} -intensities and de01es of development permitted thereunder are consistent with die Comprehensive Plan and the Existing Zoning. (b) Density intensity. Uses and Building Itleiehts, (1) cis (3) As of the Effective Date and pursuant to the Existing Zoning, the density permitted on the Property is approximately 300 .units per acre, and the intensity permitted on the Property is measured by a base floor area ratio of approximately 4,32, plus any applicable bonuses provided in the Existing Zoning, The non-residential development permitted on the Property includes, but is not limited to, the following uses: residential, office, hotel, retail, convention space, academic space and any other uses permitted by the Existing Zoning. The height for any development on the Properties shall be regulated by the Existing Zoning and the Comprehensive Plan. (4) Nothing herein shall prohibit an increase in the density or intensity of development permitted on the Properties in a manner consistent with (a) the Existing Zoning and/or the Comprehensive Plan, Co) any zoning change subsequently requested or initiated by any Developer Party in accordance with applicable provisions of law or (e) any change to the zoning district regulations, the zoning atlas or the land development regulations subsequently enacted by the City. section 9. Public Facilities. As of the Effective Date, the Developer Parties are conducting an extensive analysis of the Public Facilities available to serve the Project. In the event that the Existing Zoning and/or the Comprehensive Plan require the Developer Parties to provide additional Public Facilities to accommodate the Project, the Developer Parties will provide such Public Facilities consistent with the timing requirements of Section 163.3180(2)(a), (b) and (c), Florida Statutes (2008), or as otherwise required by a DRI development order and Chapter 13 of the City Code, as amended from time to time, if applicable, Section IOE Project Approval, (a) Further Development Review. The Existing Zoning, the Comprehensive Plan and this Agreement establish the criteria upon which the Properties shall be developed during the term of this Agreement. (b) Prohibition on Downzoning, (i) The Existing Zoning, the Comprehensive Plan and this Agreement shall govern development of the Properties for the duration of the Agreement, City's laws and policies adopted after the Effective Date may be applied to the Properties only if the determinations required by Section 163,3233(2), 1, M2727171 ;5) Florida Statutes 208) have been made after 30 days written notice to the Developer Parties and at a public hearing. (2) I to Section 163.3233(5), Florida Statutes (2008), this prohibition oY ening supplements, rather than supplants, any rights that may vest to the Developer Parties under Florida or Federal law. As a result, the Developer Parties may challenge any subsequently adopted changes based on (a) common law principles including, but not limited to, equitable estoppel and vested rights, or (b) statutory rights which may accrue by virtue of Chapter 70, Florida Statutes (2008). (c) Develo nt o Regional Inasact, (l) City acknowledges that the development entitlements remaining in the SEOPW DRI are not sufficient to accommodate the Project. City further acknowledges that the development entitlements currently remaining in the SEOPW DRI are not sufficient to allow build -out of properties within the boundaries of the SEOPW DRI, as permitted under the Existing caning and the Comprehensive Plan. (2) Subject to required legal processes and approvals, the City shall cooperate with the Developer Parties and expeditiously consider (a) the application to approve Increment III to the SEOPW DRI and (b) amendment of the SEOPW DRI to accommodate the Project, as well as additional development within the boundaries of the SEOPW DRI. If applicable, the City also agrees (a) to expeditiously consider the Developer Parties' application for a new Development of Regional Impact for the Project or (b) to support other applications or legislation that either (i) increases the allowable thresholds for development so that the Project is not required to be reviewed under Section 380.06, Florida Statutes (2008), or (ii) exempts the Project from review under Section 380.06, Florida Statutes (2008). City agrees that any DRI development order which the City adopts after the Effective Date and which applies to the Properties, will include a Use/Intensity conversion table to allow for a reasonable level of flexibility with respect to the mix and intensity of uses in order to respond to changing market conditions. (4) In the event Project is not exempt from DRI review and is developed pursuant to a DRI development order, Developer Parties agree to pay their proportionate share of the costs of mitigating the of site impacts to regional infrastructure, as determined by the DRI development order or as required by Chapter 13 of the City Code, as amended from time to time. (3) oar 1® Reservation or Dedication of Land. tX12727 7 ;5 6 Except as otherwise provided in this Agreement and pursuant to applicable subdivi io regulations, the Developer Parties shall not he required to dedicate or reserve any land within the Properties for rnunicipal purposes. The Developer P -ties agree to create within the Project (1) one public open space of at least 20,000 square feet, (2) one public open space of at least 14,000 square feet, (collectively the "Open Spaces") and (3) wide sidewalks designed to accommodate increased pedestrian activity that will include shopping, entertainment and outdoor seating, as generally labeled on the Regulating Plan attached as Exhibit °4E" (c) The Developer Parties will retain ownership of the Open Spaces but hereby agree to grant the City a non-exclusive easement which will allow public access to the Open Spaces (the "Open Space Easement"). The Developer Parties and the City also agree to execute a maintenance, operation and liability agreement (the "Open Space Agreement") to assign certain responsibilities and obligations regarding the Open Spaces. (d) The City and Developer Parties agree to execute and record the Open Space Easement and the Open Space Agreement prior to the City issuing a building permit for a structure that requires use of the bonus contained in Section 16,12,17,3 of the SD-16,3 zoning distract regulations, relating to the aggregation of open space. (e) The general location and dimensions of the Open Spaces shall be substantially in accordance with the Regulating Plan, or as otherwise mutually agreed by the Developer Parties and the City. The specific location and dimensions of the Open Spaces will be determined in the ©pen Space Easement. (f) Developer Parties retain the exclusive right to design, landscape and program the Open Spaces. Section 12, Job Creation. Developer Parties shall consult with local and state economic development entities, such as Beacon Council, South Florida Workforce, Enterprise Florida, Florida international University School of Hospitality & Tourism Management, and Miami -Dade College in developing a plan for job training and job placement services to city residents seeking employment opportunities with potential employers which will locate or establish business within the Project. Section 13. Local Development Permits. (a) The development of the Properties in accordance with the Existing Zoning is contemplated by the Developer Parties, The Project may require additional permits or approvals from the City, County, State, or Federal government and any division thereof, Subject to required legal process and approvals, the City shall make a good faith effort to take ail reasonabie steps to cooperate with and facilitate all such approvals, Such approvals include, without limitation, the 042727171;5) following approvals and permits and any successor or analogous approvals and permits: (1) Cass lI Special Permit and other site plan approvals; (2) Subdivision plat and/or waiver of plat approvals; (3) Covenant or Unity of Title acceptance or the release of existing des car covenants; (4) Building permits; (5) Certificates of use and/or occupancy; (6) Stormwater Permits; (7) Development of Regional Impact approval, modification or exemption; and (8) Any other official action of the City or other government agency having the effect of permitting development of the Properties. In the event that the City substantially modifies its laid development regulations regarding site plan approval procedures, authority to approve any site plan for a project on one of the Properties shall be vested solely in the City`s planning director, and such approval shall be given subject only to the requirements and criteria of Existing Zoning, the Comprehensive Plan and the terms of this Agreement. Section 14. Consistent with Co m rehensive Plan. The City finds that development of the Properties in conformity with the Existing Zoning is consistent with the Comprehensive Plan. Section 15. Necessity of Complying with Local Regulations Relative to Development Permits. The Developer Parties and the City agree that the failure of this Agreement to address a particular permit, condition, fee, tenu, license, or restriction in effect on the Effective Date shall not relieve the Developer Parties of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions as long as compliance with said regulation and requirements does not require any Developer Party to develop a Property in a manner that is inconsistent with Existing Zoning, the Comprehensive Plan and/or the Agreement Section 16, Reservation of Development Rights. (a) For the terse of this Agreement, the City hereby agrees that it shall permit the development of the Properties in aecordance with the Existing Zoning, the Comprehensive Plan and the Agreement, 12727171;5 8 ( Nothing ing herein shall prohibit an increase in the duty car intensity cif development permitted on the Properties in a manner oistent with (a) the Existing Zoning and/or the Comprehensive Plan, (h) any zoning ehange subsequently requested or initiated by any Developer Party in accordance with applicable provisions of law or (c) any zoning change subsequently enacted by the City. The expiration or termination of this Ageemcnt shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any claims of vested rights or equitable estoppel, obtained or held by any Developer Party or its successors or assigns to continue development of the Property in conformity with Existing Zoning and all prior and subsequent development permits or development orders granted by the City. Section 17. Community Development District. (b) City shall support the creation of a community development district or other independent special district ("District') to assist in funding and constructing onsite and offsite infrastructure and to provide services required to support the Project, and Developer Parties may establish, or cause to be established, such District. In the event that the City and County establish a District for the Project, the District may assume any responsibility of any Developer Party under this agreement. Section 18. Annual Review. (a) The City shall review the development that is subject to this Agreement every 12 months, commencing 12 months after the Effective Date. The City shall begin the review process by giving notice to the Developer Parties, a minimum of 30 days prior to the anniversary date of the Agreement, of its intention to undertake the annual review of this Agreement, Any information required of the Developer Parties during an annual review shall be limited to that necessary to determine the extent to which the Developer is proceeding in good faith to comply with the terms of this Agreement. For each annual review conducted during the years 6 through 10 of this Agreement, the City shall prepare a written report which will be submitted to the parties to this Agreement and the State land planning agency, If the City finds on the basis of competent substantial evidence that there has been a failure to comply substantially with the teiens of the Agreement, the City may teiininate or amend this Agreement after providing 30 days written notice to the Developer Parties and at a public hearing. Section 19. Notices. t?£I7s,s All notices, demands and .requests which tea,° or are required to be given hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal service or sent by telex, telecopy, telegram, United Mates Registered or Certified Mail, return receipt requested, postage prepaid, or by overnight express delivery, such as Federal Express, to the parties at the addresses and telecopy numbers listed below. Any notice given pursuant to this Agreement shall be deemed given when received. Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be performed timely when taken on the succeeding day thereafter which shall not be a Saturday, Sunday or legal holiday. To the City: City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 With a copy to: City Attorney Miami Riverside Center 444 S.W. 2nd Ave,, 9th Floor Miami, FL 33130 To the Developer Parties: Managing Member Miami WorldCenter LLC. Miami, FL 331 With copies to: Berger Singemian Attn: Sam Poole 200 S Biscayne Blvd, Ste, 1000 Miami, FL 33131 With copies to: Akerman Senterfitt Attn: Neisen Kasdin 1 SE 37-d Avenue, 25th Floor Miami, FL 33131 (b) Any Party to this Agreement may change its notification address(es) by providing written notification to the remaining parties pursuant to the terms and conditions of this section. Section 20. Joinder. iM2727i7i;5} 10 (c) if a Developer Party acquires fee s rrple title to a Property Not included subsequent to the Effeeve Date, the Developer Party may incorporate that property into this Agreement, subjecting it to the rights and obligations established hereunder, provided that the Developer Party executes the Joinder Form and Acknowledgerrient of Joinder attached as Exhibit "Ph Once executed, the Developer Party shall record the executed Joinder Form in the public records of Miami -Dade County and file saute with the City Clerk, The parties agree that any property which is incorporated into the Agreement through this Joinder provision shall be subject to the Existing Zoning, the Comprehensive Plan and the terms of This Agreement. The Developer Parties' obligation to provide the Open Spaces shall terminate in the event that any subsequently incorporated property is not subject to the protections of the Existing Zoning, the Comprehensive Plan and the terms of this Agreement. Nothing herein shall prohibit the Developer Parties from objecting to any policy which would not afford a subsequently incorporated property with the protections of the Existing Zoning, the Comprehensive Plan and the terms of this Agreement. Section 21. Exclusive Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the parties hereto, that this Agreement shall be governed by the laws of the State of Florida, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity or judicial proceedings for the enforcement of this Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or federal courts and venue for any such actions shall lie exclusively in a court of competent jurisdiction in the County, In addition to any other legal rights, the City and the Developer Parties shall each have the right to specific performance of this Agreement in court. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. Section 22. Voluntary Compliance. The Developer Parties and the City agree that in the event all or any part of this Agreement is struck down by judicial proceeding or preempted by legislative action, the Developer Parties and the City shall continue to honor the terms and conditions of this Agreement to the extent allowed by law. Section 23. No Oral Change or Termination. This Agreement and the exhibits and appendices appended hereto and incorporated herein by reference, if any, constitute the entire Agreement between the parties with respect to the subject matter hereof This Agreement supersedes any prior agreements or understandings between the parties with respect to the subject matter hereof, and no change, modification or discharge hereof in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the party against whom enforcement of the change, modification or discharge is sought, This Agreement cannot be changed or terminated orally. Section 24. Compliance with Applicable Law. 7 (b) (c) Subject to the terms'and conditions of this Agreement, throughout the Tenn of this Agreement, the Developer Parties and City shall comply with all applicable federal, state or local laws, rules, regulations, eod.es, ordinances, resolutions, administrative Orders, permits, policies and procedures and orders that Bove z or relate to the respective Parties' obligations and performance under this Agreement, all as they may be amended from time to time. Seetiara 25„, Representations' Representatives, .each party represents to the others that this Agreement has been duly authorized, delivered and executed by such party and constitutes the legal, valid and binding obligation of such party, enforceable in accordance with its terms. Section 26. No Exclusive Remedies, No remedy or election given by any provision in this Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the remedies granted hereunder upon a default of the other party shall be cumulative and in addition to all other remedies at law or equity arising from such event of default, except where otherwise expressly provided. Section 27. Failure to Exercise Rights not a Waiver: Waiver Provisions. The failure by either party to promptly exercise any right arising hereunder shall not constitute a waiver of such right unless otherwise expressly provided herein. No waiver or breach of any provision of this Agreement shalt 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. Section 28, Events of Default. (a) A Developer Party shall be in default under this Agreement if any of the following events occur and continue beyond the applicable grace period: a Developer Party fails to perform or breaches any term, covenant, or condition of this Agreement which is not cured within thirty (30) days after receipt of written notice from the City specifying the nature of such breach; provided; however, that if such breach cannot reasonably be cured within thirty (30) days, then a Developer Party shall not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion. The City shall be in default under this Agreement if the City fails to perform or breaches any term, covenant, or condition of this Agreement and such failure is not cured within thirty (30) days after receipt of written notice from a Developer Party specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, the City shall not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion. It shall not be a default under this Agreement if either party is declared bankrupt by a court of competent jurisdiction, All rights and obligations in this Agreement shall survive such bankruptcy of either party. The parties hereby forfeit any right to terminate this Agreement upon the bankruptcy of the other party, fM2727i7L;5) 12 The default of any DDeveloper Party or successor or assignee of any portion Developer Party`s rights hereunder shall not be deemed a breach by any o er Developer Party or any other successor or assignee of any portion of the rights of a Developer Party hereunder or any other suecessor or assignee. Section 29. Remedies Upon Default. Neither pasty may terminate this Agreement upon the default of the but shall have all of the remedies enumerated herein. r pay, Upon the occurrence of a default by a party to this Agreement not cured within the applicable grace period, the Developer Parties and the City agree that any party may seek specific performance of this Agreement, and that seeking specific performance shall not waive any right of such party to also seek monetary damages or any other relief other than termination of this Agreement. The City hereby acknowledges that any claim for damages under this Agreement is not limited by sovereign immunity or similar limitation of liability. In addition to any other remedies available to the City hereunder; in the event of default by any Developer Party or any successor or assignee, the City may withhold any permit or other approval, but only for the party in breach. Section. 30. Severability. If any team or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, hereafter be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. Section 31. Assignment and Transfer. This Agreement shall be binding on the Developer Parties and their heirs, successors and assigns, including the successor to or assignee of any Property Interest. A Developer Party, at its sole discretion, may assign, in whole or in part, this Agreement or any of its rights and obligations hereunder, or may extend the benefits of this Agreement, to any holder of a Property Interest without t the prior written consent or any other approval of the City. In addition, additional parties that are affiliates or assignees of the Developer Parties may be added to this Agreement if the party added holds a Property Interest in or adjacent to the Park West District and executes a joinder form in the form attached as Exhibit ", and records such joinder form in the public records of Miami -Dade County. Such party shall be a Developer Party, and such joinder form shall be acknowledged by the City Manager or his or her designee. Any such assignee or additional party shall assume all applicable rights and obligations under this Agreement. Section 31 Obligations Surviving Termination Hereof Notwithstanding and prevailing over any contrary term or provision contained herein, in the event of any lawful termination of this Agreement, the following obligations shall survive such termination and continue in full force and effect until the expiration of a one year teuu fallowing the earlier of the effective date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, and (lit) any other term or provision ;;+, 72717 ;5} 13 herei which expressly indicates either lest 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. Lack of Agency Relationship. Nothing contained herein shall be consulted as establishing an agency relationship between the City and any Developer Party and neither any Developer Party nor its employees, agents, contractors, subsidiaries, divisions, affiliates or guests shall be deemed agents, instrumentalities, employees, or contractors of the City for any purpose hereunder, and the City, its contractors, agents, and employees shall not be deemed contractors, agents, or employees of any Developer Party or its subsidiaries, divisions or affiliates. Section 34. Cooperation; Expedited Permitting and Time is of the Essence. (a) The parties agree to cooperate with each other to the full 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 City shall use its best efforts to expedite to the extent reasonably practical the permitting and approval process in an effort to assist any Developer Party in achieving its demolition, development and construction milestones, The City will accommodate requests from a Developer Partys general contractor and subcontractors for review of multiple permitting packages, such as those for site work and foundations, and building shell, core and interiors. In addition, the City will designate an individual within the City Manager's office who will have a primary (though not exclusive) duty to serve as the City's point of contact and liaison with the Developer Parties in order to facilitate expediting the processing and issuance of all permit and license applications and approvals across all of the various departments and offices of the City which have the authority or right to review and approve all applications for permits and licenses. (b) Section 35. (a) (b) Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent a Developer Party does not comply with the applicable requirements of the Existing Zoning, the Comprehensive Plan, this Agreement and applicable building codes. Enforcement. In the event that a Developer Party, its successors andior assigns fails to act in accordance with the terms of the Existing Zoning, the City shall seek enforcement of said violation upon the subject Property. Enforcement of this Agreement shall be by action against any parties or person violating, or attempting to violate, any covenants set forth in this Agreement. The prevailing party in any action or suit pertaining to or arising out of this Agreement shall be entitled to recover, in addition to costs and disbursements allowed by law; such sum as the Court may ai1judge to be reasonable for the services ofthis/her/its attorney. h42727171;5) 14 (c) forcer. ent provision shall be i ad to any other remedies available at in equity or both, Section 36. Amendment or T rmination by Mutual Consent, This Agreement may not be amended or terminated during its term except by mutual agreement ofthe Developer Parties and the City. Prior to amending or terminating this Agreement during its term, the City shall hold two public bearings. Section 37. Third Party Defense, City and Developer Parties shall, at their own cost and expense, vigorously defend any claims, suits or demands brought against it by third parties threatening the Agreement, challenging its enforceability, or objecting to any aspect thereof, including, without lirriitation, any claims for loss, damage, liability, or expense (including reasonable attorneys' fees), City and Developer Parties shall promptly give the other written notice of any such action, including those that are pending or threatened, and all responses, filings, and pleadings with respect thereto. Notwithstanding the foregoing, m the event that Developer Parties are not reasonably satisfied with the City's defense, Developer Parties shall have the right to assume the defense of any such claim or action on behalf of the City by counsel selected by Developer Parties and reasonably acceptable to the City and, in the event of such assumption of defense obligation by Developer Parties, City shall reimburse Developer Parties from time to time, within thirty (30) days following Developer Parties' or its counsel's tender of a detailed invoice setting forth attorneys' fees and costs for the defense of the City. Section 38. No Conflict of Interest. Pursuant to City of Miami Code Section 2-612 as of the Effective Date, regarding conflicts of interest, the Developer Parties hereby certify to City that none of the officers or owners of any Developer Party nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Section 39. No Third -Party Beneficiary. No persons or entities other than the Developer Parties and the City, their heirs, permitted successors and assigns, and any party that has executed a copy of the attached Joinder Form, shall have any rights whatsoever under this Agreement. Section 49. Counterparts. This Agreement may be executed in three or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. NOW, WHEREOF, the City and the Developer Parties have caused this Agreement to be duly executed. [Signature blocks for City and all Developer Parties] �wa727I71;5 ) MR 44? LLC, a Florida limited liability company BY: Name: Title: T 3 LLC, a Florida limited liability company BY: Narae: Title: 915 N MIAMI LLC, a Florida limited liability company BY: Name: Title: MIAMI AUCTION PROP LLC, a Florida limited liability company BY: Name: Title: PARK WEST 5 LI C, a Florida limited liability company BY: Name: Title: 701 N MIAMI LLC, a Florida limited liability company BY: Name: Title: (M27271.71;5) 16 46 a I TI L ;C, a lc rida lim it d liability company Title: 1.3 PARCELS LLC, a Florida limited Liability c mpany BY: Name: Title: 700 NE 1ST LLC, a Florida limited liability company BY: Name: Title: 44 NW 11TIl LLC, a Florida limited liability company BY: Name: Title: 100 NE I1TH LLC, a Florida limited liability company BY: Name: Title: MIAMI 941 PROPERTY LLC, a Florida limited liability company BY: Name: Title: { i2727: 2;5; 27 701 NE 1ST LLC, a Florida limited liability company BY: Name: 950 NE 2ND LLC a Florida limited liability company BY Name: Title: 717 NE 1ST LLC, a Florida limited liability company BY: ame: Title: lIA7727171;” IF Exhibit "A" al Descriptions of the Property fv/2 2 17 5 19 lock 18 ( loci. Propertv_Legal Description: s epics d on th c ing Plan) The North 125 feet cif Lots 1 and 2, Block 18, North, City of Miami, according to the plat thereof, as recorded in Pia t Book B, Page(s) 41, of the Public Records of Miami -Dade County, Horitla, less the East 10 feet of Lot 1 for S eet and sidewalk pwposes9 Property Ownership: PARK WEST 5, LLC iM273847I;1j ock 19 ( lock A as epicted on the (Tula g P Property Legal Description: a The North 1 5 feet of Lots 6, 7, 8, 9 and 10, Block 19 North, MAP OF MIAMI, according to the plat thereof, recorded in Plat Book "B", Page 41, of the Public Records of lvMiaini_ ode County, Florida, LESS AND EXCEPT: The land conveyed to the City of Miami set forth in Warranty Deed recorded in Official Records Book 11622, Page 2042, more particularly described as follows: The West 10 feet of the North 125 feet of Lot 10, Block 19 North, MAP OF MIAMI, according to said plat recorded in Plat Book 13„ Page 41, Public Records of Miami - Dade County, Florida. Property Ownership: 100 NE 11111' LLC {MMM273$471;1) locknck B as Depleted on the egulating P a. Property gal Description: The North 50 feet of Lots 9 and 10„ Block 23 North, City of Miami, according to the Plat thereof made by A.L. Knowlton, C.F. and recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida, Property Ownership: MIAMI 941 PROPERTY, LLC Property Legal Description: MIAMI NORTH PB 8W41 S5OFT OF N100FT OF LOTS 9 & 10 BLK 23 Property Ownership: PARK WEST 3 LLC Property Legal Description: The South 25 feet of the North 75 feet of Lots 11 and 12, AND the North 50 feet of Lots 11 and 12, Block 23, Miami North, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Property Ownership: 915 N MIAMI, LLC Property Lejal Description: Parcel 1 (N.E. Tenth Street, LLC): Lot 3; Lot 6, LESS the North 10 feet thereof; Lots 7 and 8, LESS the North 8 feet thereof; and the South 50 feet of Lots 9 and 10. Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book '°B", at Page 41 of the Public Records of Miami -Dade County, Florida. Property Ownership: 13 PARCELS LLC {M42738471;ti Property Legal Descriptio Parcel 2 (Renaissance Garage, LLC): Lot_ 1, 2, 19 and 20, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "1', at Page 41 of the Public Records of 'liarni-Dade County, Florida, rtv Ownership: 13 PARCELS LLC Prone Legal Description; Parcel 3 (NE 9th Street, LLC) Lot 13; the South 'l2 of Lot 11; and the Seth �V2 of Lot 12, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book „B" at Page 41 of the Public Records of Miami -Dade County, Florida. Property Ownership: 13 PARCELS LLC Property Legal Description: Lots 4 and 5, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Property Ownership: 46 NE 10TH, LLC Prone ock 2 ock C as Depicted onRegulatingPlan) Des rl. Lot 8 and the North 100 feet of _Lots 9 and 10, Block 22, NORTH CITY OF MIAMI, according to the Plat thereof as recorded in Plat Book B, Page 43, of the Public Records of Mia.ni-Dade County, Florida, Pr ert r w ershi MR 44F LLC Property Legal Description: The South 50 feet of Lots 9 and 10, Block 22, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami - Dade County, Florida. Property Ownership: MR 44F LLC Property Legal Description: Lot 8 and the North 100 feet of Lots 9 and 10, Block 22, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 4I, of the Public Records of Miami -Dade County, Florida. Property Ownership: MR 44F LLC Property Legal Description. Lot 1, less the North 10 feet and the East 10 feet, Lots 2, 3, 4 and 5, less the North 10 feet, and Lots 16, 17, 18, 19 and 20, less the East 10 feet of Lot 20, all in Block 22, North, City of Miami, according to the plat thereof as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT the following: The South 2.5 feet of the North 12. 5 feet of Lots 1, 2, 3, 4 and 5; 273847 L; t AND The external area of a circular curve having a radius of 7 feet and tangents vhieh are 37.5 feet South and parallel with the centerline of N.E. le Street and 42.5 feet. West and parallel with the centerline of N.E. 2nd Avenue; AND The West 5 feet of the East 15 feet of Lot 1; AND The West 5 feet of the. East 15 feet of the North 72,0 feet of Lot 20; AND The West 7.5 feet of the East 17.5 feet of the South 70,0 feet of Lot 20; AND The external area of a circular curve having a radius of 25 feet and tangents which are 42.5 feet West of and parallel with the centerline of N.E. 2" Avenue and 25 feet North of and parallel with the centerline ofN.E. 91-11 Street. Property Ownership: 950 NE 2i° LLC Property Legal Description: Lots 11, 12 and 13, Block 22, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book 13, Page 41, of the Public Records of Miami -Dade County, Flori da. Property Ownership: MR 44F LLC ?rope Legal Description: Lots 11, 12 and 13, .Block 22, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida, {M2738471;1) Proper 0 lae hap.: MR 44F LLC Pronerty Legal Description Lots 1 I, 1.2 a i 13, Block 22, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Pau 41, of the Public Records of Mianii-Dade County, Florida. Property t 9wnersbip: MR 44F LLC 1.M27 47t; lock 43 (Block E as epicted on the Regulating P P )pettyL egal Description: a Miami North, Plat Book B•-4i, Lots 9 and 10, North 10 Feet and Leis West 10 Feet of South 59 Feet of North 69 Feet of Lot 10, Block 43 Property Ownership 701 N. MIAMI LLC Property Legal Description: Miami North, Plat Book B-41, Lot 8, Less North 10 Feet, Block 43. Property Ownership: 701 N. MIAMI LLC Property Legal Description: Miami North, Plat Book B-41, West Half of Lot 6 and Lot 7, Less North 10 Feet, Thereof; Block 43. Property Ownership: 701 N. MIAMI LLC Property Legal Description; Miami North, Plat Book B-41, West Half of Lot 5 and East Half of Lot 6, Less North 10 Feet, Thereof Block 43. Property Ownership: 701 N. MIAMI LLC Property Legal Description: Miami North, Plat Book B-41, North 50 Feet of Lots 11 and 12, Block 43, r st 10 Feet of 73 47 ; j erty Ownership: 701 N. MIAMI LLC Pro e Lejal Description: M a i North, Plat Book B-41, South 25 Feed of North 50 Feet of Lots 11 and 12, Less West 10 Feet of Block 43. Prowl -1 ' Ownership: 701 N. MIAMI LLC Property Legal Description: Mimi North, Plat Book B-41, North 50 Feet of Lots 11 and 12, Less West 10 Feet of Block 43. Property Ownership: 701 N. MIAMI LLC Property Legal Description: Miami North, Plat Book B-41, South 50 Feet of Lots 11 and 12, Less West 10 Feet of Block 43. Property Ownership: 701 N. MIAMI LLC Property Legal Description: Miami North, Plat Book B-41, Lot 13, Block 43. Property Ownership: 701 Into MIAMI LLC zM2738471 ; Lots 19 and 2 in Block 43 Sow, City of Miami, according to the Plat thereof, as recorded in Plat Book B, Page 41, of +« £ t! Records of Miami -Dade County, Florida Pro Ownership! 700 NE LLC lock 42 ock F as Depicted on c gu , frog Plan) Prr3e _;el Des The North 50 Feet of Lots 11 and 12, Block 42 NORTH, OF CITY OF ?MMIAM1, according to the Plat thereof,as recorded in Plat Book "B,, Page 41, of the Public, Records of Miami -Dade County, Florida. Property Ownership: 717 N'E 1�, LLC Property Legal Description: The South 100 feet of Lots 11 and 12, in Block 42 North, City of Miami, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida, Property Ownerships 701 NE 1 LLC ; P.#273&i 7 i:11 ck 58 ock a s Depicted on the egula g Plan Property Legal Description: The North 105 feet of Lots 7 and 8, all in Block 58, North, City of Miami, according to the plat thereof, as recorded in Plat Book "B" at Page 41, cif the Public Records of Miami -Dade County, Florida. Property Ownership: MIAMI AUCTION PROP LLC Property Legal Description: The South 120 feet of Lots 11, 12, 13 and 14, all in Block 58, North, City of Miami, according to the plat thereof, as recorded in Plat Book "B" at Page 41, of the Public Records ofMiarni-Dade County, Florida. Property Ownership: MIAMI AUCTION PROP LLC Property Legal Description: The South 1.20 feet of Lots 11, 12, 13 and 14, all in Block 58, North, City of Miami, according to the plat thereof, as recorded in Plat Book "BB' at Page 41, of the Public Records of Miami -Dade County, Florida. Property Ownership: MIAMI AUCTION PROP LLC (M2?38471;i} Exhibit "B" Legal Descriptions of the Property Not -Included iM2727111;5 20 ock 18 (flock N a pitted on the Regulating Plan) Propert ° Legal Deser1 t1 o A11 of Block 18, LESS AND EXCEPT the following North 125 feet of Lots 1 and 2, Block 18, North, City of Miami, according to the plat thereof, as recorded in Plat Book B, Page(s) 41, of the Public Records of Miami -Dade County, Florida, less the East 10 feet of Lot 1 for Street and sidewalk poses. { M273.8os5;1) uck 19 lock A as epicted on e Regulating Plan Property Legal Description: Ali of Block 19, LESS ND EXCEPT the folioAng: The North 125 feet of Lots 6, ;', 8, 9 and 10, Block 19 North, MAP OF MIAMI, according to the plat thereof, recorded in Plat Book "B", Page 41, of the Public Records of Miami -Dade County, Honda, LESS AND EXCEPT: The land conveyed to the City of Miami set forth in Warranty Deed recorded in Official Records Book 11622, Page 2042, more particularly described as follows: The West 10 feet of the North 125 feet of Lot 10, Block 19 North, MAP OF MIAMI, according to said plat recorded in Plat Book "B" Page 41, Public Records of Miami - Dade County, Florida. 1a?38O ;I} lock 23 lock 8 as epicted on the gu a g Plan) Pr Le a1 DescriMin {s ® Ali of Block 23, LESS AND EXCEPT the following: The North 50 feet of Lots 9 and 10,, Block 23 North, City of Miami, according to the Plat thereof made by A.L. Knowlton, C.E. and recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; MIAMI NORTH PB B-41 SSOFT OF NIOOFT OF LOTS 9 it. 10 BLK 23; The South 25 feet of the North 75 feet of Lots 11 and 12, AND the North 50 feet of Lots 11 and 12, Block 23, Miami North, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; Parcel 1 (N.E. Tenth Street, LLC): Lot 3; Lot 6, LESS the North 10 feet thereof; Lots 7 and 8, LESS the North 8 feet thereof; and the South 50 feet of Lots 9 and 10, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B'`_ at Page 41 of he Public Records of Miami -Dade County, Florida; Parcel 2 (Renaissance Garage, LLC): Lots 1, 2, 19 and 20, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida; Parcel 3 (NE 9th Street, LLC): Lot 13; the South 4 of Lot 11; and the South ' 2 of Lot 12, Block 23 North, City of Mianii, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida,; and Lots 4 and 5, Block 23 North. City of Miami, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; 1 M2 3"1085:1 ock 22 (Block C as Depicted on theRegulating Plan eal Descri All of Block 22, LESS AND EXCEPT the folio rir g: Lot 8 and the North 100 feet of Lots 9 and 10, Block 22, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; The South 50 feel of Lots 9 and 10, Block 22, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami - Dade County, Florida; Lot 8 and the North 100 feet of Lots 9 and 10, Block 22, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; Lot 1, less the North 10 feet and the East 10 feet, Lots 2, 3, 4 and 5, less the North 10 feet, and Lots 16, 17, 18, 19 and 20, less the East 10 feet of Lot 20, all in Block 22, North, City of Miami, according to the Pia* thereof as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT the fallowing: The South 2.5 feet of the North 12, 5 feet of Lots 1, 2, 3, 4 and 5; AND The external area of a circular curve having a radius of 7 feet and tangents which are 37.5 feet South and parallel with the centerline of N.E. 10th Street and 42.5 feet West of and parallel with the centerline of N.E. 2n4 Avenue; AND The West 5 feet of the East 15 feet of Lot 1; AND The West 5 feet of the East 15 feet of the North 72.0 feet of Lot 20; AND The West '7.5 feet of the East 17.5 feet of the South 70.0 feet of Lot 20; AND The external area of a circular cur -e having a radius of 25 feet and tangents which are 42.5 feet West of and parallel with the centerline of NI, 2 ' Avenue and 25 feet North of and parallel with the centerline ofN.E, 9L Street; Lots 11, 12 and 13, Block 22, NORTH CFFY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; Lots 11, 12 and 13, Block 22, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; and Lots 11, 12 and 13, Block 22, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. { w±2735O85;1 } Black 38 (NAP Center as Depicted on t guIating P an) Property Legal Description(sib All of Black 38 NORTH, OF CITY OF MMIAMI; according to the Plat there:, as recorded in Plat Book "W, Page 41 of the Public Records of Miami -Dade County, Florida, ?v12738O85; i ) tick 9 (dock D as picted on the egtidating Plan Propel_Legal Descriptioxi(si: All of Block 39 NORTH, OF CITY OF MIAMI, according to tlae Plat thereof, as recorded in Plat Book "fi" Page 41 of the Public Records of Miarni-Dade County, Florida. M2r38Od5;t;- ock 43 (Block E as Depicted o f g I P,rope..Legal Demo-i €inns All of Block 43, LESS AND EXCEPT the following: g P a Miami North, Plat Book B-41, Lots and 10, North 10 Feet and t ess West 10 Feet of South 59 Feet of North 69 Feet of Lot 10, Block 43; Mi i North, Plat Book B-41, Lot 8, Less North 10 Feet, Block 43; Miami North, Plat Book B-41, West Half of Lot 6 and Lot 7, Less North 10 Feet, Thereof, Block 43; Miami North, Plat Book B-41, West Half of Lot 5 and East Half of Lot 6, Less North 10 Feet, Thereof, Block 43; Miami North, Plat Book B-41, North 50 Feet of Lots 11 and 12, Less West 10 Feet of Block 43; Miami North, Plat Book B-41, South 25 Feet of North 5 Feet of Lots 11 avid 12, Less West 10 Feet of Block 43; Miami North, Plat Book B-41, South 50 Feet of Lots 11 and 12, Less West 10 Feet of Block 43; Miami North, Plat Book B-41, Lot 13, Block 43; and Lots 19 and 20 in Block 43 North, City of Miami, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; {M2738085;1) Block 42 (Block F as Depicted on the Regulating Plan) P o All of Block 42, LESS AND EXCEPT the following: The North 50 Feet of Lots 11 and 12, Buck 42 NORTH, OF CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B'; Page 41, of the Public Records of Miami -Dade County, _Florida; and The South 100 feet of Lots 11 and 12, in Block 42 North, City of Miami, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Mlarni-Dade County, Florida M2738085;1 ock 58 (Black G as Depicted on the gt i Prope Legal Descri ins): All of Block 58, LESS AND EXCEPT the f;ll€ °ing: g P a The Norte 105 feet of pots 7 and 8, all in Block 58, North; City of Miami, according to the plat thereof, as recorded in Plat Book "B" at Page 41, of the Public Records of Miami=Dade County, Florida; The South 120 feet of Lots 11, 12, 13 and 14, all in Block 58, North, City of Miami, according to the plat thereof, as recorded in Plat Book "B" at Page 41, of the Public Records of Miami -Dade County, Florida; and The South 120 feet of Lots 11, 12, 13 and 14, all in Block 58, North, City of Miami, according to the plat thereof, as recorded in Plat Book "B" at Page 41, of the Public Records of Miami -Dade County, Florida (M2738O85;1} B ock 59 (Block s Depicted on the Regulating Plan Property Legal Descriptions) Ail of Block 59 NORTH, OF CITY OF MiAML, according to the Plat thereof, as recur e in Plat Book " 3", Page 41 of the Public Records of Miami-Dad.e County, Florida, M2738O 5; 3 ) Exhibit "C" Conceptual Site Plan ;M2727171;5} 21 Conceptuai Ste Pan r- 3,4195,..6 flfl- r ,111 6111111r1,131M11.14t101,11.11.:-.1.11.4];11V311,111,.,:t10.1:,1a,1:•.„14. 11,51qWj1144111113.1-11111i111k,11411111d11?1K111111'16g1414i1P. Block G Block N Dock B NAPCmfet Block E f:,—.77,17',17n1137:151T.'1,11111, Block C 1-111111,-71.4.117411,77,-7,1,7117..=.,:f.,,,11.7-.711.11,71121M-7,7111,1111•111 Block H Block D 1,1,7,119;141-111M,,--11, Block F 1-114.1.11,19,,,,Z1411p1-1711411.11-1F-,111111,-,•1114,1,1,111t1111,1f111,''',1111,1e14.' 1N14,,,111,1,111zb,r. 41=1,..41?111-....11r.1-1112117.11.1, Spae.:t luck MOcemer \ /-11 1 _Expzezi Parkrig Garage. Permitted wilh 2At'thitet-.7-ura] Screen fyllikMiWORLDCENTER 111,11 SPTM 22, 2008 Exhibit"D" SD-16.3 Zoning District Regulations {M272 7 ;5 Exhibit UE" Regulating Plan {,'vi272 r ! 71,5 } 23 Darnd thistrations regulating pan -Oper Space - Exposed Puking Carage Perri -dace-) iNiih 2Architectural Scrter, — Boun MIAMI WOROCENTER DEVELOPMENT STANDARDS SE1rEEMS3ER 19, 2008 Exhibit "F" ASSIGNEE OR ADDITIONAL P I' TY TO DEVELOPMENT AGREEMENT JOINDER FO ACKNOWLEDGEMENT OF JOINDER This ASSIGNEE OR ADDITIONAL PARTY TO DEVELOPMENT AGREEMENT JOINDER FORM ("joinder Form") is executed of this day of , 20 by the undersigned entity. RECITALS Whereas the City has entered into a Development Agreement dated 20 and recorded in the public records of Miami -Dade County, Book Page ("Development Agreement") with certain Developer Parties as defined therein. Whereas the Development Agreement secures certain benefits and obligations for the mutual benefit of the City and the Developer Parties, as set forth in the Development Agreement. Whereas the Development Agreement allows joinder of additional property when a Developer Party acquires fee simple title to any Property Not -Included within the Park West District (as those terms are defined in the Development Agreement). Whereas the Development Agreement requires that such additional party execute this joinder form in order to become a party to the Development Agreement. Whereas the undersigned desires to enjoy the benefits conferred upon the Developer Parties under the Development Agreement, and in consideration for such benefits agrees to be bound by the obligations imposed therein upon the Developer Parties. Whereas the undersigned owns property or a Property Interest in the Park West District, more particularly described in Exhibit " " attached hereto. Now therefore, in consideration of the benefits conferred upon any Developer Party by the aforementioned Development Agreement, and certifying that the above recitals are true and correct, and incorporating such recitals herein, the undersigned does hereby execute this Joinder Form and become a Developer Party to the Development Agreement. The undersigned shall assume all of the benefits, and be bound, comply with, and perform all of the obligations, as set forth in the Development Agreement and as applicable to the property or Property Interest which the undersigned owns. The undersigned shall be obligated to the City for the benefit of the City, and the City shall have all rights and remedies set forth in the Development Agreement to enforce the terms of the Development Agreement against the undersigned, to the extent applicable to the property or Property Interest owned by the undersigned. {M2727171;5} 24 The undersigned also hereby represents that it has full power and authority t execute this 'Joinder Form, and certifies to City that none of its owners or officers, nor any immediate family member of any of such owners or officers, is also a member of any board, commission, or agency of the City. [Si ature block] The City hereby acknowledges and consents to the joinder of the above signatory as a Developer Party to the Development Agreement. [Signature of City Manager} { 4272717J;5s 25