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HomeMy WebLinkAboutVersion 3 Exhibits - SUBDEVELOPMENT AGREEMENT BETWEEN CITY OF MIAMI, FLORIDA AND FLAGLER HOLDING GROUP, INC., MONTE CARLO ASSOCIATES (DEL.) LLC, MOONLIGHT MILE ACQUISITIONS, LLC, MCCRORY DESIGN ASSOCIATES (DEL.) LLC, 391H STREET (DEL.) LLC, HALF -CIRCLE PROPERTY (DEL.) LLC, NORWEGIAN WOOD ACQUISITIONS, LLC, CUMBERLAND ACQUISITIONS LLC, OAK PLAZA ASSOCIATES (DEL.) LLC, DACRA DESIGN ASSOCIATES (DEL.) LLC, BEN NEWTOWN, LLC, SWEET VIRGINIA ACQUISITIONS, LLC, LOVELY RITA ACQUISITIONS, LLC, 40 DISTRICT LLC, MOSAIC (DEL.) LLC, DACRA DESIGN MOORE (DEL.) LLC, FCAA, LLC, MID -I LEE, LLC, DACRA DESIGN 4141 LLC, MDDA GARAGE, LLC, ROCKY RACCOON ACQUISITIONS (DEL.) LLC, REGARDING APPROVAL OF THE MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN AND RELATED DEVELOPMENT. THIS AGREEMENT is entered this day of , 2012, by and between, Flagler Holding Group, Inc., a Florida profit corporation, Monte Carlo Associates (Del.) LLC, Moonlight Mile Acquisitions, LLC (as successor by merger to Electra Design (Del.) LLC, Rothman Design LLC, Dacra Design Miami (Del.) LLC, and Miami Avenue (Del.) LLC, McCrory .Design Associates (Del.) LLC, 39th Street (Del.) LLC, Half -Circle Property (Del.) LLC, Norwegian Wood Acquisitions, LLC (and as successor by merger to Lady Jane Acquisitions, LLC), Cumberland Acquisitions, LLC (and as successor by merger to Hale Daniel Design, LLC), Oak Plaza Associates (Del.) LLC, Dacra Design Associates (Del.) LLC, Ben Newton, LLC, Sweet Virginia Acquisitions, LLC, 40 District, LLC, Mosaic (Del.) LLC (and as successor by merger to Palmer Design (Del.) LLC), Dacra Design Moore (Del.) LLC, FCAA, LLC (and as successor by merger to Scarlet Begonia. Holdings, LLC), MID -I Lee, LLC, Dacra Design 4141 LLC, MDDA Garage, LLC, and Rocky Raccoon Acquisitions (Del.) LLC, Delaware limited liability companies (each, individually, "Developer Party," and collectively, the "Developer Parties"), and the CITY OF MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida ("City") (Developer and the City together referred to as the "Parties"). WITNESSETH: WIIEREAS, the Miami Design District (the "District") spans portions of twelve (12) city blocks containing all the properties generally bounded on the east by Biscayne Boulevard; south by NE 36t1i Street; west by North Miami Avenue; and north by NE 40th Street or properties generally located within the area boundaries of the Miami Design District area ("SD-8") as designated under Ordinance 11000; and serviced by three (3) Miami -Dade Transit routes; and WHEREAS, the District has recently become an internationally recognized center for furniture design and a burgeoning home for the arts, high fashion, restaurants, and a center for creative employment; and THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL {24643761;2) 1 CAN BE SEEN AT THE END OF THIS DOCUMENT. ��.. olt ()kola. \l•e s on 3 h bi-F5 5ug WHEREAS, the emerging status of the District is consistent with the City's vision to develop a world class destination for the arts, fashion, and design, and, as such, the City wishes to encourage redevelopment within the District; and WHEREAS, a subset of the Developer Parties wish to redevelop some of the SAP Properties as a mixed -use, pedestrian oriented, urban retail street anchored by high -end fashion brands heretofore unavailable within the City (the "Retail Street Project"); and WHEREAS, the City and Developer Parties wish for development of the SAP Properties to proceed in a manner which is consistent with the Miami Comprehensive Neighborhood Plan ("Comprehensive Plan") and the land development regulations; and WHEREAS, the properties within the SAP Area carry Future Land Use Map designations of Duplex Residential, Medium Density Restricted Commercial, Restricted Commercial, and General Commercial in the Comprehensive Plan; and WHEREAS, the City and Developer Parties wish to amend the Future Land Use Map designations within the Comprehensive Plan for selected properties within the Retail Street Project from Duplex Residential and Medium Density Multifamily Residential to Medium Density Restricted Commercial in order to facilitate redevelopment within the District; and WHEREAS, a process exists within the Miami 21 Zoning Code ("Miami 21") which allows parcels of more than nine (9) abutting acres to be master planned to allow greater integration of public improvements and infrastructure, and greater flexibility so as to result in higher or specialized quality building and streetscape design; and WHEREAS, the result of this master planning process is known as a "Special Area Plan" ("SAP"); and WHEREAS, the Developer Parties hold fee simple title to approximately 19.08 acres of property within the District; and WHEREAS, the lots which comprise the Miami Design District Retail Street Special Area Plan properties are those identified on page A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book (hereinafter, the "SAP Property", "SAP Properties", or "SAP Area") (sketch and legal descriptions of which are attached as Exhibit "A"); and WHEREAS, Sec. 3.9.1. f. of Miami 21 requires development within an SAP to occur pursuant to a Development Agreement between the property owner(s) and the City; and WHEREAS, the City and Developer Parties wish to rezone some of the SAP Properties from T3-L, T3-O, T4-L, T4-O, T5-O, T6-12 L to Miami Design District Retail Street SAP, with modifications to the underlying Transect designations to T4-O, T5-O, T6-8-O, and T6-12-0 in order to facilitate redevelopment within the SAP Area and effectuate the Retail Street Project; and (24643761;2) 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. WHEREAS, this Development Agreement ("Agreement") satisfies the requirement set forth in Sec. 3.9 of Miami 21 ; and WHEREAS, the City and Developer Parties wish for development within the District to proceed substantially in accordance with the Miami Design District Retail Street SAP Regulating Plan and Design Concept Book attached as Exhibit "B" ("Regulating Plan and Design Concept Book ''); and WHEREAS, the lack of certainty in the approval of development can result in a waste of economic and land resources, discourage sound capital improvement planning and financing, escalate the cost of housing and development, and discourage commitment to comprehensive planning; and WHEREAS, assurance to Developer Parties that they may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning process, encourages sound capital improvement planning and financing, assists in assuring there are adequate capital facilities .for the development, encourages private participation in comprehensive planning, and reduces the economic costs of development; and WHEREAS, the City Commission pursuant to Ordinance No. 12- , adopted July 26, 2012 has authorized the City Manager to execute this Agreement upon the terms and conditions as set forth below, and the Developer Parties have been duly authorized to execute this Agreement upon the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties mutually agree and bind themselves as set forth herein: Section 1. Consideration. The Parties hereby agree that the consideration and obligations recited and provided for under this Agreement constitute substantial benefits to both parties and thus adequate consideration for this Agreement. Section 2. Rules. of Legal Construction. For all purposes of the Agreement, unless otherwise expressly provided: (a) A defined term has the meaning assigned to it; (b) Words in the singular include the plural, and words in plural include the singular; (c) A pronoun in one gender includes and applies to other genders as well; (d) The terms "hereunder", "herein", "hereof, "hereto" and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles; (e) The Parties hereto agree that this Agreement shall not be more strictly construed against either the City or Developer, as all parties are drafters of this Agreement; and 24643761;2} THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (f) The recitals are true and correct and are incorporated into and made a part of this Agreement. The attached exhibits shall be deemed adopted and incorporated into the Agreement; provided however, that this Agreement shall be deemed to control in the event of a conflict between the attachments and this Agreement. Section 3. Definitions. Capitalized terms which are not specifically defined herein shall have the meaning given in Miami 21. "Agreement" means this Agreement between the City and Developer. "City" means the City of Miami, a municipal corporation and a political subdivision of the State of Florida, and all departments, agencies and instrumentalities subject to the jurisdiction thereof. "Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163, Florida Statutes (2011), meeting the requirements of Section 163.3177, Florida Statutes (2011), Section 163.3178, Florida Statutes (2011) and Section 163.3221(2), Florida Statutes (2011), which is in effect as of the Effective Date. "County" means Miami -Dade County, a political subdivision of the State of Florida. "Developer Party" means an individual property owner who is a signatory to this Agreement. "Developer Parties" means the property owners who are signatories to this Agreement. "Development" means the carrying out of any building activity, the malcing 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 (2011). "Effective Date" is the date of recordation of the executed, original version of this Agreement. "Existing Zoning" is (a) Miami 21 Code, April 2012, specifically including the Miami Design District Retail Street SAP Regulating Plan and Design Concept Book, and related modifications to the Transect designations of lots within the SAP Area, and (b) the provisions of the Charter and City of Miami Code of Ordinances ("Code") which regulate development, specifically including Chapters 10, 13, 22, 22.5, 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 SAP Area as of the Effective Date. "Land" means the earth, water, and air, above, below, or on the surface and includes any improvements or structures customarily regarded as land. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL (246437612) 4 CAN BE SEEN AT THE END OF THIS DOCUMENT. "Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, and rules adopted by a local government affecting the development of land. "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. "Retail Developer Party" consists of the parties identified in Exhibit "C", who are signatories to the Agreement and will be undertaking the development of the Retail Street Project. "Retail Street Project" means that proposed development within the Design District SAP slated to occur on properties within the SAP area and denoted as properties 2, 3, 4, 5, 6, 7, 13, 14, 15, 16, 17, 18, 19, 20, 24, 25, 26, 27, 35, 36, 37, 38, 42, 43, 44, and 45 on sheet A1,5 of the Miami Design District Retail Street Special Area Plan Design Concept -Book. Section 4. Purpose. The purpose of this Agreement is for the City to authorize Developer Parties to redevelop the SAP Properties pursuant to the Miami Design District Retail Street SAP. This Agreement will establish, as of the Effective Date, the land development regulations which will govern the development of the SAP Properties, thereby providing the Parties with additional certainty during the development process, This Agreement satisfies the requirements of Section 3.9.11, Miami 21. Section 5. Intent, Developer Parties and the City intend for this Agreement to be construed and implemented so as to effectuate the purpose of the Miami Design District Retail Street SAP, this Development Agreement, the Comprehensive Plan, Existing Zoning, and the Florida Local Goverrunent Development Agreement Act, s. 163,3220 - 163.3243, Florida Statutes (2011). Section 6. Exhibit "A." Applicability. This Agreement only applies to the SAP Properties identified in Section 7. Term of Agreement, Effective Date and Binding Effect. This Agreement shall have a term of thirty (30) years from the Effective Date and shall be recorded in the public records of Miami -Dade County and filed with the City Clerk. The term of this Agreement may be extended by mutual consent of the Parties subject to a public hearing, pursuant to s. 163.3225, Florida Statutes (2011). This Agreement shall become effective on the Effective Date and shall constitute a covenant running with the land that shall be binding upon, and inure to, the benefit of the parties, their successors, assigns, heirs, legal representatives, and personal representatives. Section 8. Permitted Development Uses and Building Intensities. (a) Miami Design District Retail Street SAP Designation, The City has designated certain properties as the Miami Design District Retail Street SAP on the official zoning Atlas of the City, pursuant to the applicable procedures in Miami 21, The Regulating Plan and Design Concept Book are attached as Exhibit "B". In THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL 124643761;2) 5 CAN BE SEEN AT THE END OF THIS DOCUMENT. approving the Miami Design District Retail Street SAP, the City has determined that the uses, intensities and densities of development permitted thereunder are consistent with the Comprehensive Plan and the Existing Zoning. (b) Density, Intensity, Uses and Building Heights. (c) (1) As of the Effective Date and pursuant to the Miami Design District Retail Street SAP, the density and intensity proposed for the SAP shall be consistent with the densities and intensities permitted by the Existing Zoning. (2) The non-residential development permitted on the SAP Properties includes, but is not limited to, the following uses: office, hotel, retail, entertainment, educational, and any other uses permitted by the Existing Zoning, (3) Nothing herein shall prohibit the Developer Parties from requesting a change of zoning, pursuant to Article 7 of Miami 21, to increase the density or intensity of development permitted by the underlying Transect designation of that certain property forming part of the Miami Design District Retail Street SAP by amending the SAP and this Agreement. (4) In the event the City should amend its Comprehensive Plan to permit the transfer of densities within a specified area so as to permit densities in excess of the density limits set forth in a particular Future Land Use Map category, nothing herein shall prohibit the Developer Parties from requesting such density transfers within the Miami Design District Retail Street SAP, Environmental. The City finds that the proposed development will confer a significant net improvement upon the publicly accessible tree canopy in the area. The City and Developer Parties agree that Developer Parties will comply with the intent and requirements of Chapter 17 of the City Code, subject to the modification set forth herein, by performing tree replacement within the SAP Area where possible. (1) Off -site replacement trees. Notwithstanding the requirements of Sec. 17- 6.(e) of the City Code, where replacement within the SAP Area is not possible, Developer Party may enter into an agreement with the City to perform tree replacement on public property in the following order of priority: (i) within the District; (ii) within a one (1) mile radius of the District; or (iii) within any City park. - Particular emphasis shall be paid to replacement along gateway corridors within and surrounding the District, specifically N. Miami Avenue, N,E, 2"d Avenue, NE 36th Street, NE 1 st Avenue, and Biscayne Boulevard. The City further agrees to facilitate the permitting and planting of replacement trees on all publicly owned property within the area and within City parks. Each Developer THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL {24643761;2} 6 CAN BE SEEN AT THE END OF THIS DOCUMENT. {24643761;2) Party undertaking tree replacement off -site for any parcel of land within the SAP Area shall agree to water, trim, root, prune, brace, or undertake any other necessary maintenance as may be required by the Public Works Department for a period of not greater than thirty (30) days after installation. Each Developer Party further agrees to warrant each off -site replacement tree for a period of one (1) year after the date of installation. (2) SAP Area tree installation, maintenance and guarantee. For all trees placed within the SAP Area, each Developer Party shall install any needed irrigation and corresponding water meters to support the growth of trees located within the right-of-way. Each Developer Party undertaking tree replacement for any parcel of land shall agree to water, trim, root, prune, brace, or undertake any other necessary maintenance as may be required for trees located within the SAP Area. Each Developer Party further agrees to warrant each SAP Area tree for a period of one (1) year after installation. (3) Tree replacement chart. The tree replacement chart below, shall be used to determine whether a Developer Party has satisfied the tree replacement requirements for any particular parcel of land as set forth in Sec. 17-6.(a) of the City Code. The chart below shall replace and supersede Chart 17,6.11 in the City Code. Tree Replacement Chart Total diameter of tree(s) to be removed (sum of inches at DBH) Total inches of replacement DBH required (12' minimum tree height) 2"- 3" 2" 4"- 6" 4" 7"- 12" 8" 13"- 18" 12" 19"- 24" 16" 25"- 30" 20" 31"- 36" 24" 37"- 42" 28" 43"- 48" 32" L 49"- 60" 40" To determine whether the replacement requirements have been satisfied, calculate the total sum in inches of the diameter of the trees removed. The size of the replacement trees diameter at breast height (DBH) must equal the total inches of replacement DBH set forth in the above chart. Diameter measurement shall be rounded up to the nearest inch. If the sum of the diameter of trees to be removed exceeds a total of 60 inches, the additional inches shall be added cumulatively from the top of the chart, THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL 7 CAN BE SEEN AT THE END OF THIS DOCUMENT. down to the bottom of the chart, to calculate the number of DBH for replacement trees. (4) Tree species. The chart set forth below shall replace and supersede Chart 17.6.2.1. in the City Code. All other requirements set forth in Sec. 17- 6.(b) of the City Code shall apply within the SAP Area. Required total DBH for replacement trees Required minimum number of species 22"- 40" 2 41"- 100" 4 101 or greater 6 (5) Tree installation. A Developer Party shall install trees opportunistically within the public right-of-way, subject to approval by the Department of Public Works. Section 9. Connectivity and Activity within Public Right -of -Way. (a) Connectivity. A critical element to the success of the Retail Street Project is the below -grade connectivity within the public right-of-way along N.E. 41st Street. The proposed below -grade connection will facilitate ease of access, minimize pedestrian and vehicular conflicts, and reduce the Retail Street Project's traffic impacts by enhancing internalized traffic circulation and reducing off -site impacts. The Retail Developer Party recognizes that such connectivity and commercial usage may require approval of other governmental agencies such as Miami -Dade County. The City finds and determines that establishing such connectivity below N.E. 41st Street serves a public purpose, and further agrees to support the Retail Developer Party's efforts to obtain any authorization to establish such proposed below -grade connection. The City further finds that the authorization of such a connection below the public right-of-way shall in no way diminish access for firefighting apparatus or rescue and salvage operations; diminish traffic, transportation and circulation; or adversely impact the advancement of the safety, health, and general welfare within the City. Given the public benefits conferred upon the City by the below -grade connection beneath N.E. 41st Street and across the public right-of-way, the provisions of Sec. 54-186 shall not apply to the Miami Design District Retail Street SAP. (b) Construction of encroachments within the Public Right -of -Way, The City finds that the encroachments proposed by the Retail Developer Party do not unduly restrict the use of the public right-of-way and are an essential element in THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL {24643761,2) 8 CAN BE SEEN AT THE END OF THIS DOCUMENT. the construction of the vehicular underpass below the same rights -of -way. The adoption of this Agreement shall serve to satisfy the requirements set forth in Sec, 55-14(b) of the City Code. Notwithstanding the requirements of Sec. 55-14(c) of the City Code, the City agrees to waive any and all claims to payment of a user fee in connection with the construction of the aforementioned encroachments within the public rights -of - way. Further, this Agreement shall satisfy the requirements of Sec. 55-14(d) of the City Code. In consideration for authorizing the construction of the aforementioned encroachments, the Retail Developer Party further covenants to: (I ) Maintain the below -grade vehicular underpasses in accordance with the Florida Building Code and the City Charter and Code. (2) Provide an insurance policy, in an amount determined by the city's risk manager, naming the City as an additional insured for public liability and property damage. The insurance shall remain in effect for as long as the encroachment(s) exist within the right-of-way. Should the Retail Developer Party fail to continuously provide the insurance coverage, the City shall have the right to secure similar insurance policy in its name and place a special assessment lien against the owner's abutting private property for the total cost of the premium. (3) The Retail Developer Party shall hold harmless and indemnify the City, its officials and employees from any claims for damage or loss to property and injury to persons of any nature whatsoever arising out of the use, construction, maintenance or removal of the vehicular underpass and from and against any claims which may arise out of the granting of permission for the encroachment or any activity performed under the terms of this Agreement. Section 10. Public Facilities. As of the Effective Date, the Developer Parties have conducted an extensive analysis of the Public Facilities available to serve the SAP Area and the Retail Street Project. In the event that the Existing Zoning and/or the Comprehensive Plan require a Developer Party or the Retail Developer Party to provide Public Facilities to address any deficiencies in required levels of service occasioned by future development within the SAP Area or as a result of the development of the Retail Street Project, such Developer Party or the Retail Developer Party, as appropriate, shall provide such Public Facilities consistent with the timing requirements of s, 163.3180(2)(a), (b) and (c), Florida Statutes (2011), or as otherwise required by Chapter 13 of the City Code, if applicable. The Developer Parties shall be bound by the City impact fees and assessments in existence as of the Effective Date of this Agreement. Section 11. Project Approval. (a) Future Development District Retail Street {24643761;2) Review. Future development within the Miami Design SAP shall proceed pursuant to the processes and in THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL 9 CAN BE SEEN AT THE END OF THIS DOCUMENT. accordance with the design set forth in the Regulating Plan and Design Concept Book, attached as Exhibit "B". The criteria to be used in determining whether future development shall be approved is consistency with the Comprehensive Plan, this Agreement and the Miami Design District Retail Street SAP. (b) Prohibition on Downzoning. (1) The Comprehensive Plan, the Existing Zoning, and this Agreement and shall govern the development of the certain SAP Properties designated part of the SAP and of the Retail Street Project for the duration of the Agreement. The City's laws and policies adopted after the Effective Date may be applied to the SAP only if the determinations required by s. 163.3233(2), Florida Statutes (2011) have been made after 30 days written notice to the Developer and following a public hearing or as otherwise provided herein. (2) Pursuant to s. 163.3233(3), Florida Statutes (2011), this prohibition on downzoning supplements, rather than supplants, any rights that may vest to Developer Parties under Florida or Federal law. As a result, Developer Parties may challenge any subsequently adopted changes to land development regulations 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 (2011). Section 12. Alcoholic Beverage Sales. -Upon approval of this Agreement, pursuant to Chapter 4 of the City Code, two (2) Retail Specialty Centers are hereby designated for properties within the SAP Area, The Miami Design District Retail Street SAP Retail Specialty Center North (''Retail Specialty Center North") shall consist of all SAP Properties located north of the mid -line of the right-of-way of NE 40th Street and the Miami Design District Retail Street SAP Retail Specialty Center South ("Retail Specialty Center South") shall include properties located south of the mid -line of the right-of-way of NE 40th Street. The maximum number of establishments selling alcoholic beverages permitted within each Retail Specialty Center shall not exceed five (5) establishments, inclusive of any such establishments in existence as of the date of this Agreement, but exclusive of any bona fide, licensed restaurants where the sale of alcoholic beverages is entirely incidental to and in conjunction with the principal use of the sale of food (e.g. bona fide, licensed restaurants, with a 2-COP, 2-COP SRX, 4-COP, 4-COP SRX or an equivalent license). The number of approved establishments may be increased by amendment to this Agreement. Each establishment selling alcoholic beverages permitted within the Retail Specialty Center North and the Retail Specialty Center South, exclusive of bona fide, licensed restaurants where the sale of alcoholic beverages is incidental to the principal use of the sale of food, shall be permitted pursuant to the requirements of the Miami Design District Street Regulating Plan, attached hereto as part of Exhibit "B", and any applicable provision of Chapter 4 of the City Code not in conflict with the provisions of this Agreement. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. {246,13761;2) 10 Each of the alcohol beverage establishments within both the Retail Street SAP Retail Specialty Center North and Retail Specialty Center South permitted pursuant to this Section shall be reserved for the benefit of the Retail Developer Party, unless otherwise modified by a separate written agreement between the Developer Parties. Section 13. Valet Parking. The Developer Parties intend to establish a uniform valet system to service the SAP Properties and the District generally. Notwithstanding the limitations set forth in Sec. 35-305, a maximum of two (2) valet permits may be issued for the operation of a valet parking ramp on the same side of the block where the permit applicant is the operator of the uniform valet system. Section 14. Temporary/Special Events. To the extent governed by the laws and regulations of the City of Miami, the City Commission hereby finds and agrees that the following special events constitute ancillary uses of the Retail Street Project: event banners, farmers' markets, grand openings, holiday sales, outdoor sales, ground breakings, and neighborhood sales events. For events which the Retail Developer Party anticipates to exceed (75%) seventy five percent of the maximum permitted occupancy, inclusive of Open and Civic Space or (2,100) two thousand one hundred guests, whichever is less, the Retail Developer Party, or its designee, shall submit an application for review to the City Neighborhood Enhancement Team (NET) office servicing the District no less than five (5) working days prior to the date of any such event. The City agrees to complete its review within three (3) working days of the submittal of the required application to ensure coordination of needed City services and avoid possible adverse impacts due to multiple events occurring within the immediate and surrounding area. The City Commission further finds that the above -listed activities, which shall not exceed the maximum permitted occupancy of the Retail Street Project, will not: (i) substantially interrupt the safe and orderly movement of other traffic contiguous to the special event; (ii) substantially diminish routine police service levels to the entire community; (iii) unduly interfere with the proper fire and police protection or ambulance service to areas contiguous to the special event as a result of the concentration of persons and vehicles; (iv) interfere with the movement of firefighting apparatus en route to an emergency call; and (v) present an unreasonable danger to the health and safety of the public. Notwithstanding the requirements of Secs. 62-521, and 62-522, the above -stated activities shall not require the issuance of a City permit. Section 15. Public Benefits. (a) Job Creation & Employment Opportunities. Generally, the Developer Parties shall consult with local and/or state economic development entities regarding job THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL (24643761,2) 11 CAN BE SEEN AT THE END OF THIS DOCUMENT. training and job placement services for area city residents seeking employment opportunities with potential employers which will locate or establish a business within the SAP Area. (1) Construction Employment, The Developer Parties shall use best efforts to work with the City in the following areas: a. Job Sourcing, The Developer Parties shall require their general contractor(s) to use best efforts to work with the City's Miami Works Initiative to source job opportunities for both skilled and unskilled laborers seeking employment opportunities within the construction industry. b. Community Business Enterprise (CBE) Participation. The Developer Parties shall require their general contractor(s) to use best efforts to assign a minimum of twenty percent (20%) of the construction contract value to subcontractors whose firms are certified by Miami -Dade County as CBEs. c. Local Workforce Participation. The Developer Parties shall require their general contractor(s) to use best efforts to employ a minimum of twenty percent (20%) of on -site labor from persons residing within the municipal boundaries of the City of Miami. (2) Restaurant and Retail Employment. The Developer Parties anticipate that a significant number of employment opportunities in the culinary and retail sectors will be generated within the SAP Area. Developer Parties shall use best efforts to work with Miami Dade College, through its culinary and retail institutes, or with similar institutions or organizations, in consultation with the City, to place qualified graduates of such programs in employment opportunities within the SAP Area. (3) Hospitality Employment. The Developer Parties anticipate that a number of job opportunities in the hospitality sector will be generated within he SAP Area, The Developer Parties shall use best efforts to work with Miami Dade College, through its hospitality institute, or with similar institutions and organizations, in consultation with the City, to place qualified graduates of the hospitality institute in employment opportunities within the SAP Area. In addition, the Developer Parties shall use best efforts to assist the City in identifying employment opportunities within (24643761;2i 12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. the hospitality sector outside the SAP Area and place qualified graduates of the hospitality institute in positions. (b) Park/Open Space Enhancements. As consideration for certain reductions to standards set forth in the City's land development regulations, the Developer Parties hereby agree to undertake the following improvements: (1) Woodson Mini -Park: The City owns and operates an existing mini -park, located at approximately 699 NE 36th Street (Folio No. 01-3219-000- 0010), consisting of a parcel of land approximately 6,811 sq. ft. in size and any improvements thereon. In consultation with City Planning staff and subject to their approval, and that of any other City department, the Developer Parties hereby agree to design and construct the proposed improvements (e.g. enhanced landscaping, lighting, fencing, and similar improvements), etc., to the park at their sole cost and expense within three (3) years of the Effective Date of this Agreement. (2) Park/Open Space Acquisition: The Developer Parties shall use best efforts to acquire a parcel of land of not less than 3,500 sq. ft. in size for park/open space within the SAP Area, the District, or within the immediate vicinity of the District to offset a deficiency of (20,114 sq, ft.) twenty thousand square feet of required Open Space. Said parcel of land shall be dedicated to the City as a public park/open space and improved by the Developer Parties, which improvements shall be consistent with the design treatment approved by the City for Woodson Mini -Park and incorporate similar elements (e.g. enhanced landscaping, lighting, fencing, and similar improvements), etc. The Developer Parties shall complete such acquisition and improvements within three (3) years of the Effective Date of this Agreement. (3) {246'137612) If such acquisition is not timely completed within period set forth above, the Developer Parties shall be required to make a contribution to the City's Public Parks and Open Space Trust Fund in an amount equal to the required cash contribution contemplated under Sec. 3.14.4,b.3. of Miami 21 for not less than (20,114 sq. ft.) twenty thousand one hundred fourteen square feet of Open Space. The amount of said contribution shall be apportioned between each Developer Party in accordance with method set forth in subparagraph (3) below. Apportionment of the Cost of Enhancement & Acquisition. The improvements and park acquisition referred to in (1) and (2) above are called the "Park/Enhancement/Acquisition." The cost of the Park Enhancement/Acquisition shall be borne by the Developer Parties. Unless and to the extent that the Developer Parties otherwise agree by instrument signed by the Developer Parties and recorded in the Public Records of Miami -Dade County, Florida: (a) the Park Enhancement/Acquisition shall be initiated by the Retail Developer; (b) each Developer Party shall pay to THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL 13 CAN BE SEEN AT THE END OF THIS DOCUMENT, (24643761;2} 14 the Retail Developer its share of such cost of the Park Enhancement/Acquisition as costs are incurred; (c) Retail Developer shall from time to time have the right to issue (and record at Retail Developer's option), certificates indicating the status of any sums due to it for the Park Enhancement/Acquisition. Any such sums not paid to the Retail Developer within ten (10) days after such payment is due shall bear interest at the rate of 18% per annum (but not more than the highest rate permitted by law) and shall constitute a lien on the property within the SAP that is owned by such Developer Party from whom such payment is due. (c) Street Right -of -Way Improvements. In order to foster a uniform aesthetic, the Developer Parties or Retail Developer Party, where appropriate, agree that any right-of-way improvements to the northern half of NE 38th Street, all of NE 39th Street, and the southern half of NE 42"d Street between NE 1st and 2"d Avenues, as well as right-of-way improvements to NE 1st and 2"d Avenues between NE 38th and 42"d Streets, shall include the entire length of the block, even when SAP Properties only make-up a portion of the block. The Retail Developer Party shall, at a minimum, improve the right-of-way immediately fronting SAP Properties along NE 40th and 41 Streets. Developer Parties and Retail Developer Party agree to construct and maintain, at their sole cost and expense, any non-standard improvements to the rights -of -way as described above. The Developer Parties further agree to support the City's best efforts to effectuate the construction of improvements within portions of the right-of-way fronting non -SAP Properties and which will serve to create a uniform or complementary design aesthetic within the SAP Area, whether through the adoption of design guidelines requiring right-of-way enhancements which complement the non- standard improvements proposed by the Developer Parties, solicitation of an appropriation from another governmental body to construct such improvements, or other appropriate action. In the event the City's best efforts fail to procure either funding for or construction of the desired right-of-way improvements within three (3) years of the Effective Date of this Agreement, the Retail Developer Party further agrees to design and construct the improvements within the portions of right-of-way fronting on non -SAP Properties along NE 40th and 4 l st Streets, (d) NE 42" Street Landscaping Enhancements. As evidenced by the letter of support dated November of 2011 from the Buena Vista East Historic Neighborhood Association ("Association"), attached hereto as part of Exhibit "E". thc Retail Developer party shall work collaboratively with the Association on the final design treatment for the north wall of the building slated for development on north block within the SAP Area, the preliminary design treatment for which is illustrated on pages A3.4 and A3.5 of the Design Concept Book, attached hereto as part of Exhibit "B". The Retail Developer Party shall present the final design treatment to the Planning Director for review and approval, following THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. consultation with the Association, which review shall be evaluated for consistency with the standards set forth in Art. 4, Table 12. Section 16. Local Development Permits. (a) The development of the SAP Property in accordance with the Existing Zoning is contemplated by Developer Parties. Redevelopment of the SAP Property 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 all reasonable steps to cooperate with and facilitate all such approvals. Such approvals include, without limitation, the following approvals and permits and any successor or analogous approvals and permits: (1) Subdivision plat and/or waiver of plat approvals; (2) Covenant or Unity of Title acceptance or the release of existing unities or covenants; (3) Building permits; (4) Certificates of use and/or occupancy; (5) Stormwater Permits; (6) Development of Regional Impact approval, modification or exemption; (7) and Any other official action of the City, County, or any other government agency having the effect of permitting development of the SAP Property. (b) In the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any site plan for a project on the SAP Properties shall be vested solely in the City Manager, with the recommendation of the Planning Director. Any such site plan shall be approved if it meets the requirements and criteria of the Existing Zoning, the Comprehensive Plan and the terms of this Agreement. Section 17. 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, term, 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. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS (24643761;2) 15 DOCUMENT. Section 18. Reservation of Development Rights. (a) For the term of this Agreement, the City hereby agrees that it shall permit the development of the SAP Property in accordance with the Existing Zoning, the Comprehensive Plan and the Agreement. (b) Nothing herein shall prohibit an increase in the density or intensity of development permitted in the SAP Area in a manner consistent with (a) the Existing Zoning and/or the Comprehensive Plan, (b) any zoning change subsequently requested or initiated by a Developer Party in accordance with applicable provisions of law or (c) any zoning change subsequently enacted by the City. (c) The expiration or termination of this Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any claims of vested rights or equitable estoppel, obtained or held by Developer Parties or its successors or assigns to continue development of the SAP Property in conformity with Existing Zoning and all active prior and subsequent development permits or development orders granted by the City. Section 19. Annual Review. (a) The City shall review the development that is subject to this Agreement once every twelve (12) months, commencing twelve (12) months after the Effective Date, through the expiration or termination of this Agreement, or approved development right listed on pg. AI-9 of the Design Concept Book, whichever occurs first. The City shall begin the review process by giving notice to Developer Parties, a minimum of thirty (30) days prior to the anniversary date of the Agreement, of its intention to undertake the annual review of this Agreement. Copies of such annual review shall be provided to the Developer Parties. (b) Any information required of a Developer Party during an annual review shall be limited to that information necessary to determine the extent to which the Developer Party is proceeding in good faith to comply with the terms of this Agreement. (c) If the City finds, on the basis of competent substantial evidence, that a Developer Party has not proceeded in good faith to comply with the terms of the Agreement, the City may take action to terminate or amend this Agreement with respect to said Developer Party. The City shall provide said Developer Party with written notice of its intent to terminate or amend the Agreement. Said notice shall state the reasons for the termination or amendment. Upon receipt of such notice, the Developer Party shall have thirty (30) days to cure the default, or such longer period of time as may reasonably be required to cure the default if the default by its nature cannot be cured within thirty (30) days; provided, however, that the Developer Party commences certain acts within thirty (30) days and diligently pursues the cure thereafter. Should the Developer Party fail to cure within the THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL (2460761;2) 16 CAN BE SEEN AT THE END OF THIS DOCUMENT. aforementioned period, the City may terminate or amend this Agreement as to that Developer Party in accordance with the requirements of Section 36. Section 20. Notices. (a) All notices, demands and requests which may or are required to be given hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal service or sent by United States Registered or Certified Mail, return receipt requested, postage prepaid, or by overnight express delivery, such as Federal Express, to the parties at the addresses listed below. Any notice given pursuant to this Agreement shall be deemed given when received. Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be performed timely when taken on the succeeding day thereafter which shall not be a Saturday, Sunday or legal holiday. To the City: With a copy to: To Developer Parties: City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 City Attorney City of Miami Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor Miami, FL 33130 Planning & Zoning Director City of Miami Miami Riverside Center 444 S.W. 2"d Avenue, 3rd Floor Miami, FL 33130 39th St. (Del.) LLC 40 District LLC Ben Newton LLC Cumberland Acquisitions, LLC Dacra Design 4141 LLC Dacra Design Associates (Del.) LLC Dacra Design Moore (Del.) LLC FCAA, LLC Half Circle Property (Del.) LLC Lovely Rita Acquisitions, LLC McCrory Design Associates (Del.) LLC McCrory Design Buick (Del.) LLC (246437612) 17 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (b) With copies to: MID -I Lee, LLC Monte Carlo Associates (Del.) LLC Mosaic (Del.) LLC Norwegian Wood Acquisitions, LLC Oak Plaza Associates (Del.) LLC Sweet Virginia Acquisitions LLC Attn:: Craii Robins 3841 NE 2n Avenue, Ste. 400 Miami, FL 33137 Flagler Holding Group, Inc. Attn: John Petersen 4218 NE 2nd Avenue, 2' Floor Miami, FL 33137 Akerman Senterfitt Attn: Neisen O. Kasdin, Esq. 1 SE 3`d Avenue, 25th Floor Miami, FL 33131 Any Party to this Agreement may change its notification address(es) by providing written notification to the remaining parties pursuant to the terms and conditions of this section. (c) Upon the occurrence of any event of default by any Developer Party, as described in Section 28, or a determination by the City that a Developer Party has not proceeded in good faith to comply with the terms of this Agreement, as described in Section 19, the City shall provide written, courtesy notice of said default to each non -defaulting Developer Party. Said notice shall identify the name of the defaulting party, the address of the subject property(ies), and specify the default. 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 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. {24643761;2) 18 THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Section 22. Voluntary Compliance. 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, 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. Subject to the terms and conditions of this Agreement, throughout the Term of this Agreement, Developer Parties and City shall comply with all applicable federal, state or local laws, rules, regulations, codes, ordinances, resolutions, administrative orders, permits, policies and procedures and orders that govern or relate to the respective Parties' obligations and performance under this Agreement, all as they may be amended from time to time. Section 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 any 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 shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. Section 28. Events of Default. (a) An event of default by any one Developer Party shall not constitute an event of default by all Developer Parties and shall not adversely affect the rights of those parties in good standing under this Agreement. (b) A Developer Party shall be in default under this Agreement if Developer Party fails to perform or breaches any term(s), covenant(s), or condition(s) of this Agreement, which breach is not cured within thirty (30) days after receipt of written notice from the City specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL {24643761;2) 19 CAN BE SEEN AT THE END OF THIS DOCUMENT. then Developer Party shall not be in default if it commences to cure such breach within thirty (30) days and diligently prosecutes such cure to completion. (c) The City shall be in default under this Agreement if the City fails to perform or breaches any term(s), covenant(s), or condition(s) of this Agreement and such failure is not cured within thirty (30) days following receipt of written notice from any 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 thirty (30) days and diligently prosecutes such cure to completion. (d) It shall not be a default under this Agreement if any 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. (e) The default of a successor or assignee of any portion of Developer Party's rights hereunder shall not be deemed a breach by such Developer Party. Section 29. Remedies Upon Default, (a) Neither party may terminate this Agreement upon the default of the other party, but shall have all of the remedies enumerated herein, (b) Upon the occurrence of a default by a party to this Agreement not cured within the applicable grace period, 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, injunctive relief, or any other relief other than termination of this Agreement. The City hereby acknowledges that any claim for damages under this Agreement is not limited by sovereign immunity or similar limitation of liability. Section 30. Severability. If any term 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, Transfer, & Joinder. (a) This Agreement shall be binding upon each Developer Party and its heirs, successors and assigns, including the successor to or assignee of any Property Interest. Each Developer Party, in 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 the prior written consent or any other approval of the City. Notice of any assignment or transfer shall be provided to the City in accordance with the requirements of Section 20. Any such assignee shall assume all applicable rights and obligations (24643761;2} 20 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. under this Agreement and upon such assumption, the assigning party shall be released from all obligations assumed by such assignee. (b) Additional parties, whether affiliates or assignees of a Developer Party or an unrelated third -party, may be added to this Agreement if the party added holds a Property Interest in the Miami Design District, as defined in prior Zoning Ordinance 11000, more particularly SD-8. Any unrelated third -party desiring to join the SAP must satisfy the Open Space, Civic Space, and parking requirements required under the Miami 21 Code independent of the Open Space, Civic Space, and parking provided by the Developer Parties within the SAP Area. Said parties may be added to this Agreement through the execution of a joinder form in the form attached as Exhibit "D", which form shall be recorded in the public records of Miami -Dade County. Such party shall be a Developer Party, and such joinder form shall be acknowledged under this Agreement. Any rights conferred hereunder to an additional party are subject to City Commission action approving a zoning atlas amendment designating the joined property a part of the Miami Design District Retail Street SAP in compliance with any and all applicable laws governing notice of such action. Section 32. 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 term following the earlier of the effective date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, and (iii) any other term or provision herein which expressly indicates either that it survives the termination or expiration hereof or is or may be applicable or effective beyond the expiration or permitted early termination hereof. Section 33. Lack of Agency Relationship. Nothing contained herein shall be construed as establishing an agency relationship between the City and Developer Parties and neither Developer Parties 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 conixactors, agents, or employees of Developer Parties or their 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 the permitting and approval process in an effort to assist Developer Parties in achieving its development and construction milestones, The City will accommodate requests from Developer Parties' general contractor and subcontractors for review of phased or multiple permitting packages, such as {24643761;2) 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (b) those for excavation, site work and foundations, building shell, core, and interiors. In addition, the City will designate an individual within the City Manager's office who will have a primary (though not exclusive) duty to serve as the City's point of contact and liaison with 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 such permits and licenses. Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent a Developer does not comply with the applicable requirements of the Existing Zoning, the Comprehensive Plan, this Agreement and applicable building codes. Section 35. Enforcement. (a) In the event that a Developer Party, its successors and/or assigns fail to act in accordance with the terms of the Existing Zoning, the City shall seek enforcement of said violation upon the property(ies) within the SAP controlled by such Developer Party or its successor and/or assigns, as applicable. (b) 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 adjudge to be reasonable for the services of his/her/its attorney. (c) This enforcement provision shall be in addition to any other remedies available at law, in equity or both. Section 36. Amendment or Termination by Mutual Consent. This Agreement may not be amended or terminated during its term except by mutual agreement of a Developer Party and the City or following an event of default, Prior to any amendment or termination of this Agreement during its term, the City shall hold two public hearings before the City Commission to consider and deliberate such amendment or termination. 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 them by third parties challenging the Agreement or the Project, or objecting to any aspect thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida Statutes (2011), (ii) a petition for writ of certiorari, (iii) an action for declaratory judgment, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). 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. Section 38. No Conflict of Interest. Developer Parties agree to comply with Section 2-612 of the City Code as of the Effective Date, with respect to conflicts of interest. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL {24643761;2) 22 CAN BE SEEN AT THE END OF THIS DOCUMENT. Section 39. No Third -Party Beneficiary. No persons or entities other than Developer Parties and the City, their heirs, permitted successors and assigns, shall have any rights whatsoever under this Agreement. Section 40. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. Section 41. Status. Upon request from time to time by any Developer Party, or its successor and/or assigns, or any mortgagee of any Developer Party or its successor and/or assign, the City shall deliver to such requesting party a letter (in recordable form, if requested) stating whether the obligations of such Developer Party or its successor and/or assign under this Agreement are current and in good standing or have been satsified. In the event such Developer Party or its successor and/or assign is not current in its obligations or such obligations are not satisfied, said letter shall state the particular manner in which such person's obligations under this Agreement are not current and in good standing or have not yet been satisfied. NOW, THEREFORE, the City and Developer Parties have caused this Agreement to be duly executed. [Signature blocks for City and Developer Parties] THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS {24643761;2) 23 DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. 39th St. (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as manager of 39th St. (Del.) LLC, a Delaware limited liability company. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS {24643761;2} 24 DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. 40 District LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as manager of 40 District LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: (24643761;2) 25 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Ben Newton LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as manager of Ben Newton LLC. He is peronally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS {24643761;2) 26 DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Cumberland Acquisitions, LLC a Delaware limited liability company MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as manager of Cumberland Acquisitions, LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 124643761;2) 27 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Dacra Design 4141 LLC a Delaware limited liability company, by DACRA 4141 MANAGING MEMBER, INC., a Florida corporation, its managing member. Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of DACRA 4141 MANAGING MEMBER, INC., a Florida corporation, on behalf of that corporation in its capacity as managing member of Dacra Design 4141 LLC, a Delaware limited liability company, on behalf of that company. He is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: {24E43761;2) 28 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Dacra Design Associates (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as manager of Dacra Design Associates (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: (24643761;2) 29 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Dacra Design Moore (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STA I E OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as manager of Dacra Design Moore (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: {24643761;2) 30 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. FCAA, LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as manager of FCAA, LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: (24643761;2) 31 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Half Circle Property (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as manager of Half Circle Property (Del.) LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: {24643761;2) 32 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Lovely Rita Acquisitions, LLC a Delaware limited liability company, by MDDA SWEET BIRD MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of MDDA SWEET BIRD MANAGER LLC, a Delaware limited liability company, in its capacity as manager of Lovely Rita Acquisitions, LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: (24643761;2) 33 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. McCrory Design Associates (Del) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of McCrory Design Associates (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (24643761;2) 34 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. McCrory Design Buick (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of McCrory Design Buick (Del. LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PLTBLIC, State of Florida at -Large Print Name: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS (24643761;2) 35 DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. MDDA Garage LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as manager of MDDA Garage LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: (24643761;2) 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. MID -I Lee, LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as manager of MID -I Lee, LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: {24643761;2} 37 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WI I NESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Monte Carlo Associates (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as manager of Monte Carlo Associates (Del.) LLC. He is personally known to me or produced as identification. My commission expires: {24643761;2) NOTARY PUBLIC, State of Florida at -Large Print Name: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS 38 DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly executed and signed as of the date written above. Moonlight Mile Acquisitions, LLC, a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witness: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as manager of Moonlight Mile Acquisitions, LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -large Print Name: (24643761;2} 39 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Mosaic (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a limited liability company, in its capacity as manager of Mosaic (Del.) LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS 124643761;2} 40 DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) Norwegian Wood Acquisitions, LLC a Delaware limited liability company, by MDDA SWEET BIRD MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Title: The foregoing instrument was acknowledged before me this day of 2012, by , as of MDDA SWEET BIRD MANAGER LLC, a Delaware limited liability company, in its capacity as manager of Norwegian Wood Acquisitions, LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: {24643761;2} 41 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE Oak Plaza Associates (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Title: The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, it its capacity as manager of Oak Plaza Associates (Del.) LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: {24643761;2) 42 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Rocky Raccoon Acquisitions (Del) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as manager of Rocky Raccoon Acquisitions (Del.) LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: {24643761;2) 43 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WI I NESS hereof the parties have caused this Agreement tc be duly entered into and signed as of the date written above. Sweet Virginia Acquisitions LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as manager of Sweet Virginia Acquisitions LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 04643761;2) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Flagler Holding Group, Inc. a Florida for -profit corporation Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2012, by , as of Flagler Holding Group, Inc., who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: {24643761;2) 45 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY OF MIAMI, a municipal corporation located within the State of Florida By: Johnny Martinez City Manager The foregoing instrument was acknowledged before me this day of 2012, by Johnny Martinez, in his capacity as City Manager, on behalf of the municipal corporation, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: {24643761;2} 46 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (24643761;2} Exhibit "A" Legal Descriptions of the Property 47 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #8: Buick SUBJECT PROPERTY STREET ADDRESS(ES): 3841 NE 2ND Avenue (Folio No. 01-3219-011-0100) SUBJECT PROPERTY LEGAL DESCRIPTION: The North 68.32 feet of Lot 2, and all of Lot 3, of SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida, together with that certain twelve -foot strip of land lying adjacent to and immediately East of the above -described property, said twelve -foot strip having for its Easterly boundary the Florida East Coast Railroad right-of-way. Map #9: Tuttle South SUBJECT PROPERTY STREET ADDRESS(ES): 3725 Biscayne Boulevard (Folio No. 01-3219-045-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Tract A of VIA TUTTLE SUBDIVISION, according to the plat thereof, as recorded in Plat Book 163, at Page 59, of the Public Records of Miami -Dade County, Florida, a/k/a - Tuttle South — 3725 Biscayne Blvd, formerly described as: Lot 32, less that part in Biscayne Boulevard, and Lots 33 through 36, less the West 6 feet thereof, MAGNOLIA PARK, 2 AMENDED PLAT THEREOF, according to the Plat thereof', as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida; AND Lots 33, 35 and 37, of BUENA VISTA BISCAYNE BADGER CLUB SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 1, at Page 115, of the Public Records of Miami -Dade County, Florida; AND The North 34.88 feet of Lot 31 of BUENA VISTA BISCAYNE BADGER CLUB SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 1, at Page 115, of the Public Records of Miami -Dade County, Florida; AND The East one foot of the West 6 feet of Lot 36, MAGNOLIA PARK, 2 AMENDED PLAT THEREOF, according to the {24375324;3} Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI DESIGN DIS'1'RICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida. Map #10: Tuttle North SUBJECT PROPERTY STREET A DDRESS(ES): 299 NE 38th Street (Folio No. 01-3219-011-0330) SUBJECT PROPERTY LEGAL DEsCRIPTtoN: Map #11: Norwegian Wood* Lots 37, 38 and 39, SECOND AMENDED PLAT OF MAGNOLIA PARK, less right of way of Biscayne Boulevard, according to the plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 92 NE 40" Street (Folio No. 01-3124-027-0270) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #12: Casa/Lady Jane* LOTS 1, 2 AND 3, IN BLOCK 3, OF AMENDED PLAT OF COMMERCIAL BILTMORE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 6, AT PAGE 132, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. SUBJECT PROPERTY STREET ADORES S (ES): 99 NE 39TH Street (Folio No. 01-3124-029-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3) Lots 1 and 2 , Block 1 of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, Page 37, of the Public Records of Miami -Dade County, Florida, Note: All Map 11 references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #13: Cumberland/JBL SUBJECT PROPERTY STREET ADDRESS(ES): Exhibit "A" 100 NE 40Th Street (Folio No, 01-3124-028-0160) 108 NE 40" Street (Folio No. 01-3124-030-0200) 101 NE 39th Street (Font) No. 01-3124-030-0890) SUBJECT PROPERTY LEGAL DESCRIPTION; Parcel 1: Lots 21, 22 and 23, of SECOND SECTION COMMERCIAL BILTMORE, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lot "A", of BILTMORE COURT, according to the P 1st thereof, as recorded in Plat Book 7, at Page 37 of the Public Records of Miami -Dade County, Florida. Parcel 3: Unnumbered Lot 13 x 100 feet East of Moore Parkway and West of J.W. Wallace Tract, COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Parcel 4: Lot 12, less the East 3 feet thereof, and Lot 13, in Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, less that part of said Lot 13 described as follows: Beginning at the Southwesterly corner of Lot 13, Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida; thence run Eastwardly along the Southerly line of said Lot 13, a distance of Twelve (12) feet to a point of curve; thence run Westwardly and Northwestwardly along the arc of a tangential curve to the right, having a radius of Twenty -Five (25) feet and a central angle of 28°41'07" for a distance of 12.52 feet to a point on the Westerly line of said Lot 13; thence run Southwardly along the Westerly line of said Lot 13 a distance of 3.07 feet to the Point of Beginning. (24375324;3) Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #14: Hale Daniel SUBJECT PROPERTY STREET ADDRESS(ES) SUBJECT PROPERTY LEGAL DESCRIMON: Map #15: Oak Plaza Collins SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #I6: Oak Plaza Loggia SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3} Note: Exhibit "A" Lot 11, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Together with easement over East 0.12 feet of Lot 12, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 015, of Public Record of Miami -Dade County, Florida, created by Quick Claim Deed granting Perpetual Easement, filed September 3, 1985, in Official Records Book 12624, at Page 676. 119 NE 391h Street (Folio No. 01-3124-030-0080) Lot 11 and the East 3 feet of Lot 12, in Block 1 of MAGNOLIA COURT, according to the Plat thereof as recorded in Plat Book 6, Page(s) 105, of the Public Records of Miami -Dade County, Florida. 139 NE 39th Street (Folio No. 01-3124-030-0060) Lots 9 and the Westerly 12 feet of Lot 8, in Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Also known as: Lot 9 and the West 12 feet of Lot 8, in Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. 163 NE 39th Street (Folio No. 01-3124-030-0050) Lots 6, 7, and 8 (minus the Westerly 12 feet of Lot 8), in Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #17: Oak Plaza KVA SUBJECT PROPERTY STREET ADDRESS(ES) : 150 NE 40th Street (Folio No. 01-3124-028-0080) SUBJECT PROPERTY LEGAL. DESCRIPTION: Map #18: Oak P[aza Twery The West 20 feet of Lot 12, and all of Lot 13, of COMMERCIAL BILTMORE, SECOND SECTION, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, Also known as: The West 20 feet of Lot 12, and all of Lot 13, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 160 NE 40th Street (Folio No. 01-3124-028-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #19: Thomas Maier Lots 10, 11 and the East 5 feet of Lot 12, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded In Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida SUBJECT PROPERTY STREET A OPRESS(ES): 170 NE 40' Street (Folio No. 01-3124-028-0040) SUBJECT PROPERTY LEGAL DESCRIPTION: (243753243) Lots 7 and 8, of COMMERCIAL BILTMORE SECOND SECTION, according to the Plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Note: All Map # references relate to Pg. A1,4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #20: Melin SUBJECT PROPERTY STREET ADDRESS(ES): 3930 NE 2' Avenue (Folio No. 01-3124-028-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 3: Lots 1 through 6 inclusive, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, and Lots 1 through 4, inclusive, Block 1, and unnumbered Lot East of Lot 4, Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. LESS Those portions of Lots 1, 2 and 3, Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 10 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Northwest having a radius of 25 feet and tangents which are 25 feet North of and parallel with the centerline of N.E. 39th Street and 35 feet West of and parallel with the centerline of N.E. 2"d Avenue; AND LESS Those portions of Lots 1, 2 and 3, SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 2 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Southwest having a radius of 25 feet and tangents which are 33 feet South of and parallel with the centerline of N.E. 40'6 Street and 35 feet West of and parallel with the centerline of N.E. 2"d Avenue. {24375324:3) Note: All Map ti references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCU M E NT. Map #21: MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Newton Exhibit "A" SUBJECT PROPERTY STREET A DDRESS(ES): 201 NE 39th Street (Folio No. 01-3129-012-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 1 and 2 and the 10.00 foot easterly adjacent alley, PLAT SHOWING RESUBDIVISION OF LOTS 4, 5, 6 & 7 OF SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 4, at Page 150, of the Public Records of Miami -Dade County, Florida. Map #22, #28, #29, #30, #31, #32, #33, & 34: Asi-Casa* SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3} 60 NE41 Street (Folio No. 56 NE 41" Street (Folio No. 42 NE 41" Street (Folio No. 34 NE 41" Street (Folio No. 90 NE 41" Street (Folio No. 84 NE 41" Street (Folio No. 80 NE 41" Street (Folio No 81 NE 40th Street (Folio No. Parcel 1: 01-3124-024-1390) 01-3124-024-1400) 01-3124-024-1410) 01-3124-024-1420) 01-3124-024-1360) 01-3124-024-1370) . 01-3124-024-1380) 01-3124-027-0130) Lots 4, 5, 6, 7 and 8, Block 9, of BILTMORE, according to Plat thereof, as recorded in Plat Book 6, at Page 67, of thc Public Records of Miami -Dade County, Florida. Parcel 2: Lots 1, 2, and 3, Block 9, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 3: Lots 5, 6, and 7, Block 2, of COMMERCIAL BILTMORE AMENDED, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, on the Public Records of Miami -Dade County, Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #23: Suttin* SUBJECT PROPERTY STREET ADDRESS(ES): 95 NE 40TH Street (Folio No. 01-3124-027-0120) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #24: Rosen Lots 1, 2, 3 and 4 of Block 2, of Commercial Biltmore Amended, according to the Plat thereof, as recorded in Plat Book 6, at page 132, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 151 NE 40111 Street (Folio No. 01-3124-027-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 13 and 14, Block 1 of AMENDED PLAT OF COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Map #25: Mosaic/Chatham SUBJECT PROPERTY STREET ADDRESS(ES): 155 NE 40*h Street (Folio No. 01-3124-027-0040) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 3A: Lots 8, 9, 10, 11 and 12, Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE, according to the plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. {2437532431 Note: All Map # references relate to Pg. A1.4 and A1,5 of the Miaml Design District Retail Street Special Area Plan Design Concept Book. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIA11111 DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #26, #27, #35, #41, & #42: SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3} Note: Exhibit "A" Moore — Garden Lounge / Moore Building / Moore 140 / Moore 77 / Moore 115 175 NE 40TH Street (GL) (Folio No. 01-3124-025-0020) 4040 NE 2" Avenue (Folio No, 01-3124-027-0020) 140 NE 41m Street (lot) (Folio No. 01-3124-024-1500) 77 NE 41" Street (lot) (Folio No. 01-3124-024-1340) 115 NE 41't Street (lot) (Folio No. 01-3124-024-1150) Parcel 9A: Lots 3, 5, 6 and 7, of AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMENDED PLAT OF COMMERCIAL BILTMORE SUBDIVISION, according to the Plat thereof,as recorded in Plat Book 45, at Page 55, of the Public Records of Miami -Dade County, Florida. Parcel 9B: Lots 1, 2 and 8, in Block 10, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 9C: Lots 2, 3 and 4, in Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Parcel 9D: Lots 3 and 4, in Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 9E: Lot 22 and the East 'A of Lot 21, in Block 8, of BILTMORE, according to the P1at thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book, MIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #36: Mosaic (Lot) SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #37: Rosen Lot SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #38: Palmer Building SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3) Note: Exhibit "A" 144 NE 41" Street (Folio No. 01-3124-024-1490) Parcel 3B: Lot 7, in Block 10, of BILTMORE SUBDIVISION, according to the plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida, 150 NE 41' Street (lot) Lot 6, in Block 10, of BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 158 NE 41" Street (Folio No, 01-3124-024-1470) Lot 5 and the West 20 feet of Lot 4, Block 10, BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records, Miami -Dade County, Florida, Excepting therefrom the following part of the West 20 feet of Lot 4: Begin at the Southwest corner of said Lot 4, Block 10, of the aforesaid BILTMORE SUBDIVISION; thence East along the South line of said Lot 4 for a distance of 20 feet; thence North parallel with the West line of said Lot 4 for a distance of 20 feet to a point; thence Southwesterly along a tangent circular curve having a radius of 20 feet through a central angle of 90 degrees for an are distance of 31.42 feet to the Point of Beginning. All Map # references relate to Pg, A1,4 and A1,5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #39 & #40: Asi-Melaleuca SUBJECT PROPERTY STREET ADDRESS(ES); 53 NE 41' Street (Folio No. 01-3124-024-1320) 61 NE 41" Street (Folio No. 01-3124-024-1330) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #43: Scarlet Begonia Lots 19, 20 and West 'A of Lot 21, Block 8, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida, SUBJECT PROPERTY STREET ADDRESKES): 135 NE4167 Street (Folio No. 01-3124-024-1160) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #44: FCAA Lot 5, Block 7, of BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES); 150 NE 42nd Street (Folio No. 01-3124-024-1550) SUBJECT PROPERTY LEGAL DESCRIPTION: i24375324,3) The West 325 feet of that certain tract of land in the city of Miami bounded on the North by N.E. 42"d Street, on the South by N.E, 41" Street, on the East by N.E. Second Avenue and on the West by the East lines of Lots 5 and 6, Block 7, BILTMORE, a subdivision shown by plat of record in Miami - Dade County, in Plat Book 6, at Page 67. Also known as: A portion of the West 325 feet of that certain Lot of Land, 432 feet East and West and 204,6 feet North and South, lying directly East of and adjoining Lots 5 and 6, Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, al Page 67, of the Public Records of Miami -Dade County, Florida, of said Plat shown as Z,T. MERRITT HOME, said Lot lying in the Southeast corner of the NE 1/4 of the SE 'A of section 24-53-41. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miaml Design District Retail Street Special Area Plan Design Concept Book, THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #45: 4100/Lee SUBJECT PROPERTY STREET ADDRF_Ss(Es): 4100 NE 2ND Avenue (Folio No. 01-3124-024-1560) 4200 NE 2"d Avenue (lot) (Folio No. 01-3124-024-0930) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 4A: The East 107 feet of that certain tract of land 432 feet East arid West by 204.6 feet North and South, lying directly East of and adjoining Lots 5 and 6, in Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Together with nonexclusive easement of ingress, egress, parking and construction and maintenance of a pedestrian bridge as set forth in that Reciprocal Bridge Easement and Parking Agreement, dated July 20, 1988, and recorded August 1, 1988, in Official Records Book 13769, at Page 2966, of the Public Records of Miami -Dade County, Florida. Parcel 4B: Lot 1, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Map #46: 4141 SUBJECT PROPERTY STREET ADDREss(Es); 4141 NE 2ND Avenue (Folio No, 01-3219-009-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: (24375324;3) Tract A and Tract 1, REVISED PLAT OF TRACT "A" AND BLOCKS 1, 2, 3, 8, 9, 10, 11 AND 12 OF BRENTWOOD, according to the plat thereof, as recorded in Plat Book 44, Page 6, of the Public Records of Miami -Dade County, Florida, formerly known as Tract "A" and Lots 1, 2, 3, 4 and 5, Block 1, of BRENTWOOD, according to the plat thereof as recorded in Plat Book 40, Page 66, of the Public Records of Miami - Dade County, Florida. Note; All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. THIS DOCUMEN I ISASUbSIIIUPIuN TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #47: 4200* SUBJECT PROPERTY STREET ADDRESS(ES): 4200 NE 2"cl Avenue (lot) (Folio No. 01-3124-024-0930) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 4B: Lot 1, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Map #48: Hagler SUBJECT PROPERTY STREET ADDRESS(ES): 4218 NE 2N° Avenue (Folio No. 01-3124-024-0940) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #49: 4240 Lot 2, 3 and 24, Block 6, BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 4240 NE 2") Avenue (Folio No. 01-3124-024-0950) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #50: City Garage* Lot 4, less the East 5 feet thereof, in Block 6, BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 3800 NE 1 'Avenue (Folio No, 01-3124-033-0240) SUBJECT PROPERTY LEGAL DESCRIPTION: COMM BUENA VISTA PB 14-56 LOTS 2 THRU 14 BLK 2 LOT SIZE 31521 SQ FT OR 21215-1039 0403 3, Map #51: Sebastien* SUBJECT PROPERTY STREET ADDRESS (ES): 35 NE 38Th Street (Folio No, 01-3124-033-0370) SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3) Lots 15, 16, 17, and 18 Block 2, COMMERCIAL Buena Vista, according to the Plat thereof, as recorded in Plat Book 14 at page 56, of the Public Records of Miami -Dade County, Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. COMPUTER GENERATED THIS PAGE BLANK THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "B" Miami Design District Retail Street SAP Regulating Plan and Design Concept Book (24643761;2) 48 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. K8IAM|21 APPENDIX F:MIAJM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN SAP2.3 REGULATING PLAN ARTICLE 1.DEFINITIONS 1'1 DEFINITIONS OFBUILDING FUNCTION: USES (Article 4,Table 3) d.COMMERCIAL This category is intended toencompass land Use functions ofretail, oam|om' entertainment or rec- reational establishments and supporting office. The definitions listed herein shall only apply within the K4lom| Design District Retail Street SAP area. Entertainment Establishment: Ap|oms nfbusiness serving the amusement and recreational needs of the community, Such facilities may inu|ude, but are not limited to: cinen)ae, billiard parlors, teen dubo, dance hmUn, video arcadem, orspecial event spaces and ballrooms. Uses not included: En- tertainment Establishment, adult. Open Air Retail: Aretai| sales establishment operated substantially in the open air induding, but not limited to: farmers market, vend|ngcorta/kiomkm. and the like. Uses not included are: car sales, equipment sales, boat sales, and home and garden supplies and equipment. and F|mm Markets. 1.2 DEFINITIONS OF TERMS This section provides definitions for terms in this Code that are technical in nature or that might not be otherwise reflect nonnrnnn usage of the vvnnd. If m hann is not defined in this Article, then the Zoning Administrator ohe|| determine the correct definition of the term. The definitions listed herein shall only apply within the Miami Design District Retail Street SAP area. Awning: /\movable roof -like Struotune, cantilevered orotherwise entirely supported from a Bui|ding. used to shade or screen windows or doors. Transit Corridor: Amass transit route with designated tuxnnitwehic|e(s) operating at an average 25 min-ute or less headway Monday through Friday between the hours of 7 a.m. through 7 p.m. and includes designated transit stop locations. Multiple transit routes or types of transit vehicles may not be added cumulatively under this definition for the purpose ofparking reductions. 1'3 DEFINITIONS OFSIGNS Copy Area: The area computed by surrounding each Identification or Secondary Identification Sign with a square or naotmnQ|e shape to determine said area, less the area within the square or rectangle consisting of logo brand marks, swashes, simple lines, back plates, or other decorative touches. Directional Sign: A sign which identifies the Miami Design District and which guides or directs the public and contains noadvertising. Directional signs may becombined with address Signs but shall bear noadvertising mmtter, and may bedirected tVguide area visitors to entrencea, mwito, retailer/ tenants, orParking Areas. The words "advertising matter" shall not beconstrued toinclude graphic logos orregistered trade names. Notice and Warning Sign: Signs limited to providing notice concerning posting of property against THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN BESEEN ATTHE END OFTHIS DOCUMENT. F1S MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN trespass; directing deliveries; indicating the location of buried utilities; warning against hazardous conditions; prohibiting salesman; peddlers, or agents; and the like. Secondary Identification Sign: A Sign limited to the name or registered trade name of a Building, institution or person, whether natural or corporate person. Sign Area: Signs shall be comprised of individual letters, figures or elements on a wall or similar surface of the Building or Structure. The area and dimension of the Sign shall encompass a regular geometric shape or a combination of regular geometric shapes, which form, or approximate, the perimeter of all elements in the display, the frame, and any applied background that is not part of the architecture of the Building. When separate elements are organized to form a single Sign, and are separated by open space, the Sign area and dimensions shall be calculated by determining the geometric form or combination of forms, which comprise all of the Sign area, including the space between different elements, Tess the space attributed to any elements not comprising part of the Copy Area. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. F.20 M8WkMI21 APPENDIX F:KNh4M|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN ARTICLE 2. GENERAL PROVISIONS 2.1 PURPOSE AND INTENT 2.1.2. INTENT The intent of the Miami Design District Retail Street Special Area Plan (SAP) is to guide the deaign, construction and management ofa new retail pedestrian street and its surrounding city streets in the Design District to ensure a high quality, mixed use, pedestrian experience. The control of Building loca- tion, massing, and surface is intended to produce public space that is safe, comfortable and interesting for pedestrians and attractive to high -end retail tenants. Pedestrian mobility is to be improved by an enhanced Public Right -of -Way Streetscape and by the addition of a four block long Pedestrian Passage, The public space of the Pedestrian Passage is of a scale that is intimate and episodic. The quantity and materials of shared elements in the public spaces, such as pavement, signs and lighting are intended to be minimized and receoaive, as the primary experience should bethat ofthe highly individualistic retail stores. The Building Facade lines of the Miami Design O|*thot Retail Street SAP are drawn to support the continuity nfthe existing Design District ntnaetvveU.hoform the sequential character ofthe pedestrian street experience, and to give store tenants appropriate space distribution and visibility. This document precedes the final architectural design and detailing, and infrastructure engineering, and it is expected that adjustments may be necessary during implementation phases of design development and construction documents, The SAP is based on the Miami 21 Zoning Code, as amended through April 2012. and shall serve to supplement the code. Where ntendmnjn set forth herein conflict with standards set forth in the code, the standards inthis SAP shall govern. The Miami Design District Retail Street SAP shall not constitute a precedent for the balance ofthe City of &1imnni The mNsnnmte standards of this SAP should be considered unique with regard to the large aggregation of property under multiple ownership committed to an integrated development plan, as well anits unified design and management that will enable and ensure a coherent, high quality, and sustain- able result. THIS DOCUMENT |5ASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN BE SEEN ATTHE END OpTHIS DOCUMENT. F21 M0IAM|21 APPENDIX F:M0[AM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN ARTICLE 3. GENERAL TO ZONES 3.3 LOTS AND FRONTAGES 3.3.6 For new Buildings in Established Setbacks Areas, the Established Setback shall be maintained. In the Established Setback Areas for the Design District, the First Layer does not exist. (See also Article 4. Diagram 10 of the W1imrni Design District Retail Street SAP). Galleries and Arcades may be permitted within the Second Layer in Established Setback Areas and shall not encroach into the Public Right -of - Way except where otherwise permitted in the Miami Design District Retail Street SAP. Where a Gal- lery or Arcade is permitted, the Established Setback shall only be maintained if m Gallery or Arcade is provided. Where a Gallery orArcade is not provided, the setback for the underlying Transect Zone shall be maintained. Established Setback Areas include: c. Design District 1. Boundary: All properties bounded on the east by Biscayne Boulevard; on the south by NE36th Street; on the west by North Miami Avenue; and on the north by NE 41st Street. Frontage Setback: Zero (0) feet 3.6 MEASUREMENT OF HEIGHT 3'5.3 Except as specifically provided herein, the Height |inndeUono of this Code oheU not apply to any roof Structures for housing elavotons, bathrooms, stairways, 1anha, ventilating tmna, solar energy collectors, nrsimilar equipment required to operate and maintain the Building (provided that such Structures shall not cover more than twenty percent (20%) ofroof area fnrT4 and T5); nor to church spires, steep|ea, be|friea, monuments, water 1owars. flagpoles, vents, or similar Struoturee, which may be allowed to exceed the maximum Height by Waiver; no, to fire or parapet walls, which uhe|| not extend more than five (5) feet above the maximum Height inT4 and T5 and ten (10) feat inT0and Districts. 3.6 OFF-STREET PARKING AND LOADING STANDARDS 3.6.1 Off-street Parking Standards a. Off-street Parking requirements for the individual Trmnaect Zones mhoU be as set forth inArticle 4. Table 4 of the Miami Design District Retail Street SAP. Where required off-street parking is based on square footage of Use, the calculation shall only include Habitable Rooms and Habitable Space occupied bvsuch Use. Off-street parking requirements within the Miami Design District Retail Street OAP area may be calculated and provided for in aggregate for new orexisting Buildings. b. Off-street Parking dimensions and Shared Parking (mixed -use) reduction table shall be as set forth in Article 4. Table 5 of the Miami Design District Retail Street SAP. c Required Parking for Adaptive Reuses maybe reduced nrexempted by Waiver for properties located in a Community Redevelopment Area, or in areas where a Parking Trust Fund has been established, THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN BESEEN ATTHE END OFTHIS MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN or for historic sites and contributing Structures within designated historic districts. d. Parking reductions shall not be cumulative except in T5 and T6. Parking reductions shall not ex- ceed fifty percent (50%) of the total Off-street Parking required, except for Residential components of projects within one thousand (1,000) feet of Metrorail or Metromover stations. 3.6.2 Off-street Parking Driveway Standards [RESERVED] 3.6.3 Additional Off-street Parking Regulations General performance standards for Off-street Parking facilities: a. Parking shall be implemented so as to provide safe and convenient access to and from public Thor- oughfares which include movement lanes and Public Frontages. b. Vehicular access through Residential properties for nonresidential Uses shall be prohibited. c. Off-street Parking spaces shall be located with sufficient room for safe and convenient parking without infringing on any public Thoroughfare or sidewalk. d. Off-street Parking spaces whose locations require that cars back into movement lanes shall only be permissible in T3 and T4 zones. Backing into Alleys shall be permissible in all Transect Zones. e. Off-street Parking or loading area shall not be used for the sale, repair, or dismantling of any vehicle or equipment, or for storage of materials or supplies. f. Parking or storage of commercial trucks, buses, vans, sign trailers; trailers or semi -trailers for freight, cargo; or the like shall not be permitted in any T3, T4, T5-R or T6-R Zone. g. Inoperable vehicles shall be stored only in storage facilities or other approved places where they are completely concealed from public view. h. Except in connection with permitted active continuing construction on the premises, construction equipment such as earth moving machines, excavators, cranes, and the like shall only be allowed in D1, D2 and D3, as allowed by this Code. i. All Off-street Parking shall comply with applicable regulations related to lighting, paving, and drain- age including the Miami -Dade County Code and the Florida Building Code. Specific areas may be set aside for Tandem Parking. Tandem Parking in all Transect Zones, except T3 and T4, shall be used only by a valet parking operator. k. Parking facilities on adjoining Lots may share access points, driveways and parking subject to a recorded covenant running with the property on which the facilities are located. I. Where Lots are Abutting, underground parking may extend to Abutting blocks and Lots, including under Thoroughfares. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. F.23 &0IAM21 APPENDIX F:y0IAd0|DESIGN DISTRICT RETAIL STREET SAP ASADOPTED ~JULY2012 REGULATING PLAN 3.6.4 Calculation of Off-street Parking requirements related to number of seats. Where parking requirements relate to number of seats and seating is in the form of undivided pevxs, benches, or the like, twenty (20) lineal inches shall be construed to be equal to one (1) seat. Where Park- ing requirements relate to movable seating in auditoriums and other assembly nuonna. ten (10) square feet of Floor Area shall be construed to be equal to one (1) seat except where otherwise speci-fied. Net floor area shall be the actual area occupied by seating and related aisles, and shall not include acces- sory unoccupied areas or the thickness of walls. 3.6.5 Valet Parking Off-street Parking facilities maintained with valet parking shall beallowed generally, provided that the minimum Off-street Parking requirements of this Code are satisfied and that an attendant shall remain on duty during business hours or as long as the Principal Building is occupied. Valet parking stations shall respond to demand within the Miami Design District Retail Street SAP area and multiple valet stations may be provided on each block when such stations are operated under unified management scheme. Each valet station mheU be permitted subject to review by the Miami Parking Authority (MPA) to ensure that the proposed locations will not adversely affect the flow of tnoffio unthe adjoining Thoroughfare. 3.6.9 Off-street Loading Requirements a. Loading Standards, On -street loading shall beallowed inareas designated bvaignageomdhor|hnbed intervals during specified hours. 1. Retail/Commercial Loading. On -street loading intended to service storefront retail and retail loca- tions along the Pedestrian Passage shall be permitted within designated loading zones. Loading within such designated zones shall not exceed 2Ominutes. Such loading activity shall occur only between the hours of8a.nn. and 1Oa.m. 2. Express Parcel Delivery. On -street loading for express parcel delivery shall be allowed in specifi- cally designated zones. Loading within such designated zones shall not exceed 15minutes and shall occur only between the hours of80.nn.and Sp.m. 3'6'10 Off-street and On -Street Bicycle Parking Requirements a. Off-street bicycle parking shall be provided for all T4, T5, T6, CS, Cl, Cl-HD, and D zones, as shown inArticle 4.Table 4qfthe Miami Design District Retail Street SAP b. After the first fifty (50) required bicycle spaces are puovided, additional npmoea may be reduced by ona'haUL cRequired bicycle parking shall meet the following standards: 1. Required bicycle parking shall be provided in a safe, accessible and convenient location. 2. Bicycle parking facilities shared bvmore than one Use are encouraged. THIS DOCUMENT |S4SUBSTITUTION TOORIGINAL, BACKUP ORIGINAL CAN BESEEN 4TTHE END OFTHIS F24 DOCUMENT. MIAMN3M APPENDIX F:M8IAJM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN 3. Required bicycle parking facilities may be located within the project site or in a shared bicycle parking facility subject to all the conditions for shared bicycle parking facilities below: (a) Required bicycle parking for two (2)ormore adjacent sites may be satisfied by the same bicycle parking facility used jointly provided that such right ofjoint use and maintenance is evidenced by covenant running with the land or equivalent legal document establishing the joint use. (b) Required shared bicycle parking tacj|hi»a are to be located within 300 feet of any build- ing's main entrance. (c) The minimum number ofrequired bicycle parking iesatisfied bvall sites using the shared (d) For the purposes of this oecUon, shared bicycle parking facilities are areas, |ocaUono, orstructures designed to acoomnnodate, houoe, ob»ne, maintain or hold several bicycle parking spaces. 4. When required off-street vehicular parking is covered, the required bicycle parking shall also be 5. When required bicycle parking is provided in racks, one (1) standard U-rack will accommodate two (2) bikes and each rack must meet the following standards: (a) The bicycle frame and one (1) wheel can be locked to the rack with a high security, U- shaped shackle lock if both wheels are left on the bicycle; (b) Abicycle six feet long can be securely held with its frame supported so that the bicycle cannot be pushed or fall in a manner that will damage the wheels or components; and (o) The rack must besecurely anchored, 8. When required bicycle parking is provided in |ockero, the lockers must be securely anchored. 7. Parking and maneuvering areas. (a) Each required bicycle parking space must be accessible without moving another bicycle; (b) There must be an aisle of at least five (5) feet wide behind all required bicycle parking to allow room for bicycle maneuvering; The area devoted to bicycle parking must be hard surfaced, (d D. Aona (1) square foot directional sign shall be required if the bicycle parking area is not visible from the street ormain building entrance. Said sign must beposted atthemain building entrance indicating the location ofthe bicycle parking. U. Within the Miami Design District Retail Street SAP area, Off-street bicycle parking requirements may be satisfied by providing docking stations, available for use by the public at no cost, within the Public THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS F25 DOCUMENT. MLAM|21 APPENDIX F:H0[&M|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN Rig Locations may be chosen to support Transit Oriented Development along Priority e. Bicycle parking requirements shall be calculated in aggregate for new construction parking require- mentsforthe Miami Design District Retail Street SAP area. 3.8 THOROUGHFARES 3.8.1 General Principles b. Thoroughfare 3'13 SUSTAUNABVLITY 3.13.1Gememm| a. Landscape requirements are as required inArticle 9 of the Miami Design DistrictRetail StreetSAP, this code, and the City ofMiami Tree Protection regulations ofChapter 17of the City Code, aeamended by the yWiarn| Design District Retail Street SAP Development Agreement. VVhana the Miami Design District Retail Street SAP and this code is more restrictive than the Tree Protection regulations, the Miami [}ooiQn District Retail Street SAP and this code shall apply. b` New buildings |nthe Miami Design OisthctRebaUE8reet SAP shall conform toLEEDNOoartifica- 1� At the time ofBuilding Permit application, the owner shall submit: a. Proof ofregistration with the Green Building Certification |nstituba, orequhvm|ent agency; b. Asigned and sealed affidavit from mLEE[}Accredited Professional, orapplicable designation, stat- ing thotthepvopnaedBui|dingiadea|gnadtoauhiove the required certification; and n. A LEED Scorecard, or equivalent document, identifying anticipated credits to be achieved, 2. At the time of Certificate of Occupancy application, the owner shall submit: a. Proof ofcertification by the Green Building Certification |naUtute, or equivalent agency; b. Abond posted in o form acceptable tothe City, in the amount indicated below; i. Two percent(2Y6) ofthe total cost nfconstruction for a5U.DDO- 1OO.00Dsquare feet Building; ii. Three percent (396)of the total cost ofconstruction for a 100.001 -2OO.00Osquare feet Building; iii. Four percent (4%) of the total cost of construction for any Building greater than 200,000 square feet; or c. Proof ofpartial compliance from the Green Building Certification (ncdituha, or applicable agency, which demonstrates the credits presently achieved. In mddition, m prorated portion of the full bond THIS DOCUMENT |SASUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN VESEEN xJTHE END OFTHIS DOCUMENT. YNIAMI31 APPENDIX F:M0W\M|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN amourd, as indicated in subsection 3(b) above, shall be posted based on the number of remaining credits needed to meet minimum certification requirements. The bond amount to be posted shall be calculated as follows: (credits remaining for certification / credits required for certification) x full bond amount = prorated bond amount 3. Forfeiture ofBond A bond under this Section 3.13.1 shall be forfeited to the City in the event that new Buildings within the Miami Design District Retail Street SAP do not meet the LEED NO certification or applicable certification. The City will draw down on the bond funds upon failure of the owner to submit proof of LEEO NO certifica-tion in a form mooeotmb|m to the City within one (1) year of the City'o issuance of the Cer-tificate of Occupancy for a new Building. If required certification is not achieved but majority of the credits have been verified, the owner shall forfeit o portion of the bond based on any outstanding credits which shall be calculated as follows: (credits remaining for certification / credits required for certification) x full bond amount = bond amount forfeited Ifthe amount to be forfeited |agreater than fifty percent(5O%) of the full bond amount, the bond shall be forfeited in its entirety. Funds that become available to the City from the forfeiture of the bond shall be placed in the Miami 21 Public Benefits Trust Fund established by this Code. n. Affordable Housing Developments that qualify under Section 3.15, may elect to comply with the sustainability requirements promulgated by the Florida Housing Finance Corporation, or its succes- sor agency, in lieu of the requirements set forth in Section 3.13.1.b above. d. The preservationofNatural Features ofland such eatrees, vegetation, geological, and other char- acteristics ondthepreeervmUonoffemtureaofmrohaao|ogiom|si0nifioancemnadedaredtobeinthe public interest. Said preservation may justify the na|axmUun of Setbacks or required Off-street Park- ing by Waiver. The Zoning Administrator shall determine that the trees, vegetation, geological and other natural characteristic, or archaeological features are in the Buildable Area of the Site and not inSetback areas required for the development ofthe site. THIS DOCUMENT /5ASUBSTITUTION |OORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 ARTICLE 4. STANDARDS & TABLES THE NATURAL ZONE consists of lands approximat- ing a wildemess condition, permanently set aside for conservation in an essentially natural state. THE RURALZONE consists of lands in open or cultivated state or sparsely settled. These include woodland, grassland and agricultural land. THE SUB -URBAN ZONE consists of low -Density areas, primarily comprised of Single -Family and Two Family residential units with relatively deep Setbacks, SIreetscapes with swales, and with or without Side- walks. Blocks may be large and the roads may be of irregular geometry to accommodate natural and historic conditions. THE GENERAL URBAN ZONE consists of a Mixed -Use but primarily residential urban fabric with a range of Building types including rowhouses, small apartment Buildings, and bungalow courts. Setbacks are short with an urban Streetscape of wide Sidewalks and trees in planters. Thoroughfares typically define medium- sized blocks. lalTHE URBAN CENTER ZONE consists of higher Density Mixed -Use Building types that accommodate retail and office Uses, rowhouses and apartments. Anetwork of small btocks has Thoroughfares with wide Sidewalks, steady street tree planting and Buildings set close to the Frontages with frequent doors and windows. 7 THE URBAN CORE ZONE consists of the highest Density and greatest variety of Uses, including Civic Buildings of regional importance. A network of small blocks has Thoroughfares with wide Sidewalks, with steady tree planting and Buildings set close to the Frontage with frequent doors and windows. rillTHE CIVIC ZONE consists of public use space and facilities that may contrast in use to their surroundings while reflecting adjacent Setbacks and landscape. 7 THE DISTRICT ZONE consists of the least regulated Building and acco mmodates comme rcia I and industrial Uses of a scale and with a Streetscape that facilitate vehicular access. REGULATING PLAN 44 f Ili1 Ili1 I� MI IP lit dal OE 1 a 1 1 •I I a aR I 1 i LiJIiW LiJIiW THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS F.28 DOCUMENT. MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN LOT OCCUPATION a Lul Arno 1,400 s f-25,000 et 1,203 s f 5,003 sf on 5,000 of. r n. b Lit Welt 113IL on 150R rrn- IBA min/53I rm" 50a rnn. 5011.1mn e Ltd Comae 935%for SAP 035%fa SPP 03.5%M SAP S13.516far SAP d Flom Lol Rasa (RE1 576%eddenar f5Ldc Benda'" B(3lMi'Mimi Pubic BarrAl- e hanky, el keel Sefick 501hrlal BO%on TO%rm 70%fmf. f Coen Spee Reeprenanls O5%nm fa SAP& irrproremenls 6.5%on v SAP impra»menle 65%ken he SAP& improvements 135%nenerWil inpoverrenle g [kng•r 36 dwrxe max 66 AJ¢re fan 150 du laze' 150 L Arose' BUILDING SETBACK a Pnrcipal Fred 1C R. max.' a ESA 10 A mac.' or ESA""' 10 A. nen.' a BA 10 A. mac' or ESA b Sec. -dare Rm.' 10 fl ma, 'or ESA r0A max.' or ESA 10*Mee of ESA 10lmax' a ESA c Sxde 0A nin"" 0A nn" 0A. rm" 3IL run " 7 Hare 20 El on OA.ran " 0Ada1." 3l. on" MATE FROMAGES a Conoco, laws ,amokd polibeed ,charted pMrarld 5 Poch IL Faroe pr eitded potWed wheeled prdnbded c Tame url pr, rl proMred ,heeled prohAYd d Facoarl panted gaoled peme0ed paroled o. Sbap peruf&ea paroled p'mAed paroled r Shnpfml paneled {T4I.01 parmlled(f51.C) panted put.,q paneled (RI Td L.op a4rr7 paroled paroled" ponied" paroled" h Made ,'pled prrrilled" paneled" panelled" BULBBG !EIGHT (STORIES) a Robed ddAng 3 MU 2 am 5 rear•^^ 2 en. B new 2 on 12 e.c. b. Chdo4dr6 2 max c Bmeell Heed) ASaang TS, T5 & T4 only 4 mac"!" 0 max •'/" " Or as modfied in Diagram 9 or the Established Setback Area (ESA) Note Refer to Article 5 for Specific Transect Zone Regulations. Note: Bonus shall not be available for T6 properties abutting T3 properties (refer toArtide 3). T6-8 win of NE 40th St shall allow only two additional Stones and T6-12 north of the mid -Block of NE 39th and NE 40th Streets shall be limited to two additional Stories. re11 A 5'-0" Setback is required when adjacent Buildng has a Setback. ee"' T5 fronting NE 42nd Street shall have a minimum ten (10'-0') Setback and an additional five (5-0') Setback at the second Story. T5 north of NE 41st St shall be a maximum height of fifty (50'-0') feet. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS F.29 DOCUMENT. MIAMI 21 AS ADOPTED - JULY 2012 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP REGULATING PLAN T4 - GENERAL URBAN ZONE OPEN DENSITY (UPA) RESIDENTIAL 36 UNITS PER ACRE Residential Uses are permissible as listed in Table 3, limited by compliance with: • Minimum of 1.5 spaces per principal Dwelling Unit • Ancillary Dwelling - Minimum of 1 parking space per ancillary dwelling unit • Live -Work - Work component shall provide parking as required by the non-residential Use in addition to parking required for the Dwelling Unit • Adult Family -Care Homes - Minimum 1 space per staff member and 1 space per 4 residents. • Community Residence - Minimum of 1 parking space per staff member in addition to the parking required for the principal Dwelling Unit(s). • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. LODGING Lodging Uses are permissible as listed in Table 3. • Minimum of 1 parking space for every 2 lodging units. • Minimum of 1 additional parking space for every 5 lodging units. • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. OFFICE Office Uses are permissible as listed in Table 3. • Minimum of 3 parking spaces for every 1,000 s.f. of office use. • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. COMMERCIAL Commercial Uses are perriSaible as listed in Table 3, limited by compliance with: • A maximum area of 40.000 square feet per establishment. • Minimum of 3 parking spaces for every 1,000 square feet of commercial use. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required (before any reductions). See also Article 3,6.10. • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5 • Parking may be provided off -site within Parking Structures or Parking Lots identified in the Miami Design District Retail Street SAP Parking Management Program, as illustrated on pg. A2.2 of the Miami Design District Retail Street SAP Concept Book. CNIC Civic Uses are permissible as listed in Table 3, limited by compliance with: • Minimum of 1 parking space for every 5 seats of Assembly Use. • Parking requirerent may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. • Parking for Civic Uses may be provided off -site within a distance of 1,000 feet. EDUCATIONAL Educational Uses are permissible as listed in Table 3, limited by compliance with: • Minimum of 3 parking spaces for every 1,000 square feet of Educational Use. • Schools - Minimum of 1 parking space for each faculty or staff member, 1 visitor parking space per 100 students, 1 parking space per 5 students in grades 11 and 12 or College/University. • Childcare Facilities - Minimum of 1 space for the owner/operator and 1 space for each employee, and 1 drop-off space for every 10 clients cared for. • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Parking may be provided off -site within Parking Structures or Parking Lots identified in the Miami Design District Retail Street SAP Parking Management Program, as illustrated on pg. A2.2 of the Miami Design District Retail Street SAP Concept Book • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. F.30 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN T5 - URBAN CENTER ZONE OPEN DENSITY (UPA) 65 UNITS PER ACRE RESIDENTIAL Residential Uses are permissible as listed in Table 3, limited by compliance with: • Minimum of 1.5 spaces per Dwelling Unit • Minimum of 1 additional visitor parking space for every 10 Dwelling Units • Live -Work - Work component shall provide parking as required by the non-residential Use in addition to parking required for the Dwelling Unit • Adult Family -Care Homes - Minimum 1 space per staff member and 1 space per 4 residents. • Community Residence - Minimum of 1 parking space per staff member in addition to the parking required for the principal Dwelling Unit(s). • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. • Parking ratio may be reduced within % mile radius of TOD and within %. mile radius of a Transit Corridor by thirty percent (30%). • Parking may be provided by ownership or lease offsite within 1000 feet . • Loading - See Article 4, Table 5 • Parking may be provided off -site within Parking Structures or Parking Lots identified in the Miami Design District Retail Street SAP Parking Management Program, as illustrated on pg. A2.2 of the Miami Design District Retail Street SAP Concept Book LODGING Lodging Uses are permissible as listed in Table 3. • Minimum of 1 parking space for every 2 lodging units. • Minimum of 1 additional parking space for every 10 lodging units. • Minimum of 3 parking spaces for every 1,000 square feet of commercial use, except for Public Storage Facilities, minimum 1 parking space for every 2,000 square feet for the first 20,000 sq. feet, and 1 parking space per 10,000 sq. feet thereafter. • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. • Parking ratio may be reduced within % mile radius of TOD and within %. mile radius of a Transit Corridor by thirty percent (30%). • Parking may be provided by ownership or lease offsite within 1000 feet. • Loading - See Article 4, Table 5 • Parking may be provided off -site within Parking Structures or Parking Lots identified in the Miami Design District Retail Street SAP Parking Management Program, as illustrated on pg. A2.2 of the Miami Design District Retail Street SAP Concept Book. OFFICE Office Uses are permissible as listed in Table 3, limited by compliance with: • Minimum of 3 parking spaces for every 1,000 square feet of Office use. • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. • Parking ratio may be reduced within % mile radius of TOD and within '/. mile radius of a Transit Corridor by thirty percent (30%). • Parking may be provided by ownership or lease offsite within 1000 feet. • Loading - See Article 4, Table 5 • Parking may be provided off -site within Parking Structures or Parking Lots identified in the Miami Design District Retail Street SAP Parking Management Program, as illustrated on pg. A2.2 of the Miami Design District Retail Street SAP Concept Book. COMMERCIAL Commercial Uses are permissible as listed in Table 3, limited by compliance with: • A maximum area of 55,000 per establishment with one 120,000 square foot establishment, maximum. • Minimum of 3 parking spaces for every 1,000 square feet of commercial use, except for Public Storage Facilities, minimum 1 parking space for every 2,000 square feet for the first 20,000 sq. feet, and 1 parking space per 10,000 sq. feet thereafter. • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. • Parking ratio may be reduced within % mile radius of TOD and within '/. mile radius of a Transit Corridor by thirty percent (30%). • Parking may be provided by ownership or lease offsite within 1000 feet. • Loading - See Article 4, Table 5 • Commercial Auto -related, Drive-Thru or Drive -In Facilities - See Article 6. • Parking may be provided off -site within Parking Structures or Parking Lots identified in the Miami Design District Retail Street SAP Parking Management Program, as illustrated on pg. A2.2 of the Miami Design District Retail Street SAP Concept Book. F.31 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI 21 AS ADOPTED - JULY 2012 DENSITY (UPA) APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP REGULATING PLAN T5 - URBAN CENTER ZONE OPEN 65 UNITS PER ACRE EDUCATIONAL Educational Uses are permissible as listed in Table 3, limited by compliance with: • Minimum of 3 parking spaces for every 1,000 square feet of Educational Use. • Schools - Minimum of 1 parking space for each faculty or staff member, 1 visitor parking space per 100 students, 1 parking spcae per 5 students in grades 11 and 12 or College/University. • Childcare Facilities - Minimum of 1 space for the owner/operator and 1 space for each employee, and 1 drop-off space for every 10 clients cared for. • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. • Parking ratio may be reduced within A mile radius of TOD and within Y4 mile radius of a Transit Corridor by thirty percent (30%). • Parking may be provided by ownership or lease offsite within 1000 feet. • Loading - See Article 4, Table 5 • Parking may be provided off -site within Parking Structures or Parking Lots identified in the Miami Design District Retail Street SAP Parking Management Program, as illustrated on pg. A2.2 of the Miami Design District Retail Street SAP Concept Book THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL F.32 CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 DENSITY (UPA) REGULATING PLAN T6 - URBAN CORE ZONE OPEN 160 UNITS PER ACRE RESIDENTIAL Residential Uses are permissible as listed in Table 3, limited by compliance with: • Minimum of 1.5 spaces per Dwelling Unit • Minimum of 1 additional visitor parking space for every 10 Dwelling Units • Live -Work - Work component shall provide parking as required by the non-residential Use in addition to parking required for the Dwelling Unit • Adutt Family -Care Homes - Minimum 1 space per staff member and 1 space per 4 residents. • Community Residence - Minimum of 1 parking space per staff member in addition to the parking required for the principal Dwelling Unit(s). • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. • Parking ratio may be reduced within'4 mile radius of TOD and within'/. mile radius of a Transit Corridor by thirty percent (30%). • Parking may be provided by ownership or lease offsite within 1000 feet. • Loading - See Article 4, Table 5 • Parking may be provided off -site within Parking Structures or Parking Lots identified in the Miami Design District Retail Street SAP Parking Management Program, as illustrated on pg. A2.2 of the Miami Design District Retail Street SAP Concept Book. LODGING Lodging Uses are permissible as listed in Table 3. • Minimum of 1 parking space for every 2 lodging units. • Minimum of 1 additional parking space for every 10 lodging units. • Minimum of 3 parking spaces for every 1,000 square feet of commercial use, except for Public Storage Facilities, minimum 1 parking space for every 2,000 square feet for the first 20,000 sq. feet, and 1 parking space per 10,000 sq. feet thereafter. - Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. • Parking ratio may be reduced within'4 mile radius of TOD and within''/. mile radius of a Transit Corridor by thirty percent (30%). • Parking may be provided by ownership or lease offsite within 1000 feet. • Loading - See Article 4, Table 5 • Parking may be provided off -site within Parking Structures or Parking Lots Identified in the Miami Design District Retail Street SAP Parking Management Program, as illustrated on pg. A2.2 of the Miami Design District Retail Street SAP Concept Book. OFFICE COMMERCIAL Office Uses are permissible as listed in Table 3, limited by compliance with: • Minimum of 3 parking spaces for every 1,000 square feet of Office use. • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required See also Article 3.6.10, • Parking ratio may be reduced within % mile radius of TOD and within Y. mile radius of a Transit Corridor by thirty percent (30%) . • Parking may be provided by ownership or lease offsite within 1000 feet. • Loading - See Article 4, Table 5 • Parking may be provided off -site within Parking Structures or Parking Lots identified in the Miami Design District Retail Street SAP Parking Management Program, as illustrated on pg. A2.2 of the Miami Design District Retail Street SAP Concept Book. Commercial Uses are permissible as listed in Table 3, limited by compliance with: • A maximum area of 55,000 sf per establishment, except one 120,000 maximum square foot establishment and one 160,000 maximum sf establishment will be allowed in T6-12 and above. • Minimum of 3 parking spaces for every 1,000 square feet of commercial use, except for Public Storage Facilities, minimum 1 parking space for every 2,000 square feet for the first 20,000 sq. feet, and 1 parting space per 10,000 sq. feet thereafter. • Parking requirement may be reduced according to the shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. • Auto -related - Drive-Thru or Drive -In Facilities - See Article 6. • Parking ratio may be reduced within'4 mile radius of TOD and within Y. mile radius of a Transit Corridor by thirty percent (30%). • Parking may be provided by ownership or lease offsite within 1,000 feet. • Loading - See Article 4, Table 5 • Parking may be provided off -site within Parking Structures or Parking Lots identified in the Miami Design District Retail Street SAP Parking Management Program, as illustrated on pg. A2.2 of the Miami Design District Retail Street SAP Concept Book. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS F.33 DOCUMENT. MIAMI 21 AS ADOPTED - JIILY 2012 DENSITY (UPA) EDUCATIONAL APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP REGULATING PLAN T6 - URBAN CORE ZONE OPEN 160 UNITS PER ACRE J Educational Uses are permissible as listed in Table 3, limited by compliance with: • Minimum of 2 parking spaces for every 1,000 square feet of Educational Use. • Schools - Minimum of 1 parking space for each faculty or staff member, 1 visitor parking space per 100 students, 1 parking spcae per 5 students in grades 11 and 12 or College/University. • Childcare Facilities - Minimum of 1 space for the owner/operator and 1 space for each employee, and 1 drop-off space for every 10 clients cared for. • Parking requirement may be reduced according to the Shared parking standard, Article 4, Table 5. • Minimum of 1 Bicycle Rack Space for every 20 vehicular spaces required. See also Article 3.6.10. • Parking ratio may be reduced within % mile radius of TOD and within % mile radius of a Transit Corridor by thirty percent (30%). • Parking may be provided by ownership or lease offsite within 1000 feet. • Loading - See Article 4, Table 5 • Parking may be provided off -site within Parking Structures or Parking Lots identified in the Miami Design District Retail Street SAP Parking Management Program, as illustrated on pg. A2.2 of the Miami Design District Retail Street SAP Concept Book THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS F.34 DOCUMENT. MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN SHAKtU I'AHKINL, b I ANUA} L) SHARING FACTOR Function with Function RESIDENTIAL RESIDENTIAL LODGING LODGING OFFICE O OFFICE COMMERCIAL k At COMMERCIAL The shared Parking Standards Table provides the method for calculating shared parking for buildings with more than one Use type. It refers to the parking requirements that appear in Table 4. The parking required for any two Functions on a Lot is calculated by dividing the number of spaces required by the lesser of the two uses by the appropriate factor from this Table and adding the result to the greater use parking requirement. For instance: fora building with a Residential Use requiring 100 spaces and a Commercial Use requiring 20 spaces, the 20 spaces divided by the sharing factor of 1.2 would reduce the total requirement to 100 plus 16 spaces. For uses not indicated in this chart on a mixed use lot, or within the mixed -use SAP area, a sharing factor of 1.1 shall be allowed. Additional sharing is allowed by Warrant. OFF-STREET PARKING STANDARDS ANGLE OF PAWING ACCESS AISLE BOTH ONE VAT TRAFFIC SINGLE LOADED ONE BAY TRAFFIC DOUBLE LOADED TWO BAY TRAFFIC DOUBLE LOADED 23ft 60 45 12.8 ft 10.8 ft 23 ft 11.8 ft 9.5 ft 23 ft 19.3 ft Parallel 10 ft 10 ft 18.5 ft 20 ft Standard stall 8.5 ft x 18 ft minimum • Driveways shall have a minimum of 10 feet of paved width of a one-way drive and 20 feet for a two-way drive for parking area providing 10 or more stalls. • Pedestrian entrances shall be at least 3 feet from stall, driveway or access aisle. • Allowable slopes, paving, and drainage as per Florida Building Code. • Off-street Parking facilities shall have a minimum vertical clearance of 7 feet. Where such a facility is to be used by trucks or loading Uses, the minimum clearance shall be 12 feet Residential and 15 feet Commercial and Industrial. • Ingress vehicular control devices shall be located so as to provide a minimum driveway of 20 feet in length between the Base Building Line and dispenser. • For landscaping requirements of parking lots, refer to Miami -Dade County Landscape Ordinance and the City of Miami Off-street Parking Guides and Standards. LOADING BERTH STANDARDS T4, T5, T6 RESIDENTIAL' LODGING OFFICE COMMERCIAL" Berth Size Loading Berths 420 sf 1 per First 100 units 240 1 per each additional 100 units or sf fraction of 100. Berth Size Ling rth 420 sf 1 per 300 240 sf rooms 1 per 100 rooms From 25,000 sf to 500,000 sf Berth Size Loading Area 420 sf Berths 50K sf - 120K sf 420sf lst 120Ksf-250Ksf 2nd F.35 NOTES Berth Types Residential*: 240 sf = 10 ft x 20 ft x 12 ft Commercial**: 420 sf = 12 ft x 35 ft x 15 ft * Residential and Lodging loading berths shall be concealed within a building. 1 Commercial berth may be substituted by 2 Residential berths A required Commercial loading berth may be substituted be a lesser loading berth, if the size character, and operation of the Use is found to not require the dimensions specified and the required loading berth dimension could not otherwise be provided according to the regulations of this Code. Commercial berths may be shared by retail in same or abutting block. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN a. Common Lawn: a Frontage wherein the Farrarla is set back sub- stantially stantially from the Frontage Line The front yard created remains unfenced and is visually continuous with adiaoent yards, supporting a common Iardiscape. The Setback can be densely la rxisr aped to buffer from higher speed Thoroughfares SECTION LOT PRIVATE ► Frontage PLAN R.O.W. LO R.O.W. PUBLIC PRIVATE 4 PUBLIC Frontage Fro Frontage b. Porch 8 Fence: a Frontage wherein the Facade is set back fran the Frontage Line with an attached Porch permitted to encroach. A fence at the Frontage Line maintains the demarcation of the yard while net blocking view into the front yard. c. Terrace or Light Court: a Frontage wherein the Facade is set back from the Frontage Line by an elevated terrace or a sunken light court. This type buffers residential use from urban sidewalks and removes the private yard from public encroachment. The raised terrace is suitable for outdoor cafes. d. Forecourt: a Frontage wherein abortion of the Facade is close to the Frontage Line with a portion set back. The forecourt with a large tree offers visual and environmental variety to the urban Streetscape. The Forecourt may dcuurimodate a vehicular drop off. e. Stoop: a Frontage wherein the Fay is aligned close to the Frontage Line with the first Story elevated from the sidewalk sufficiently to secure privacy for the windows. The entrance is usually an exterior stair and landing. This type is recommended for ground -floor Residential Use. f. Shopfront: a Frontage wherein the Facade is aligned close to the Frontage Line with the Building entrance at sidewalk grade. This type is conventional for retail Use_ It has substantial glazing at the sidewalk level and an Awning that may overhang the sidewalk. g. Gallery: a Frontage wherein the Facade is aligned close to the Frontage Line with an attached cantilevered or a lightweight colonnade overlapping the sidewalk. This type is conventional for retail Use. The Gallery shall be no less than 15' feet wide and may overlap the whole widh of the sidewalk to within 2 feet of the curb. Permitted by Special Area Plan h. Arcade: a Frontage wherein the Facade ind r riPs a colonnade that overlaps the sidewalk, while the Facade at sidewalk level remains at the Frontage Line. This type is conventional for retail Use. The arcade shall be no less than 15' feet wide and may overlap the whole width of the sidewalk to within 2 feet of the curb. Permitted by Special Area Plan. IV.21 F.36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN This Table describes the standards for areas zoned as Civic Space (CS) and for Public Parks and Open Space provided by the Public Benefits Program. Civic Space Types should be at the ground level, landscaped andlor paved, open to the sky and shall be open to the public. Civic Space Types may be publicly or privately owned. Open Space requirements for each zone are described in Arlicle 5. a. Park: A natural preserve available for unstructured and structured recreation programs. A Park may be independent of surrounding Building Frontages. Its landscape may be naturalistic and consist of paths and trails, meadows, woodand, sports fields and open shelters. Parks may be Conservation Areas, preserving natural conditions and their size may vary. b. Green: An Open Space, available for unstructured recreation programs. A Green may be spatially defined by landscaping rather than Building Frontages. Its landscape shall consist of lawn and trees, naturalistically dsposed The minimum size shall be one acre and the maximum shall be 4 acres c. Square: An Open Space available for unstructured recreation programs and civic purposes. Asquare is spatially defined by Buildng Frontages with streets on at least one Frontage. Its landscape shall consist of pavement, lawns and 1 rees, formally cisposed. Squares shall be located at the intersection of important Thoroughfares. The minimum size shall be 1T3 acre and the maximum shall be 2 acres. d. Plaza: An Open Space available for civic purposes and programmed activities. A Plaza shall be spatially defined by Building Front ages and may include street Frontages. Its landscape shall consist alma ity of pavement andtrees. Plazas shall be located at the intersection of important Thoroughfares. The minimum size shall be 1/8 acre and the maximum shall be 2 acres e. Courtyard / Garden: An Open Spars. spatially defined by Buildings and street walls, and visually accessible on one side to the street. f. Playground: An Open Space designed and equipped for the recreation of children A Playground shall be fenced and may include an open shelter. Playgrounds shall be interspersed within residential areas and may be placed within a Block. Playgrounds may be included within Parks and Greens There shall be no minimum or maximum size. g. Pedestrian Passage: An Open Space connecting other public spaces, that is restricted do pedestrian use and limited vehicular access, of a minimum width of 20 feet In the Miami Design District Retail Street SAP, a Pedestrian Passage connects a south plaza accessed via NE 39th Street and a north plaza accessed by NE 41st Street. Two cross -Block accessways shall be provided to connect NE 38th Street and the south plaza. The east accessway may be roofed, with a minimum floor to ceiling Height of fourteen (14) feet. Building walls enfronting a Pedestrian Passage shall have frequent doors and windows. In T6 -36, T6-48, T6-60 and T6-80, the Pedestrian Passage may be sheltered or roofed. h. Community Garden: A grouping of garden plds available for small-scale cultivation, generally to residents of apartments and other dwelling types without private gardens. Community gardens should accommodate individual storage sheds. F.37 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI 21 AS ADOPTED - JULY 2012 a. THOROUGHFARE & FRONTAGES APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP REGULATING PLAN Building Private Lot Private Frontage Public Frontage Vehicular Lanes Pubic Frontage Thoroughfare (R.O.W.) Private Frontage Building Private Lot b. TURNING RADIUS 1-Racius at the Ctrb 2-Effective Turning Racus d. LOT LAYERS 3' Layer 2" Layer f. SETBACK DESIGNATIONS Within the Miami Design District Retail Street SAP Established Setback A • L_ 2 4 a T 1'1 1-Front Setback 2-Sic Setback 3-Rear Setback c. BUILDING DISPOSITION 3 1 3 2 1 J 1- Principal Buildng 2- Badktwlcng 3- Outbulctng e. FRONTAGE & LOT LINES i i i i i 51 i 4 1 4 I i i i i 12 i4 414 31 1 I i I 1 i 3 I 3 1 I J 1-Frontage Line 2-Lot Line 3-Facades 4-Elevations 5-Streetsaeen g. VISIBILITY TRIANGLE Fig 1. A1Thoropg aeinter- sec:hcnrs with Bulking Setbacks Fig2. At intersections of driveways with Thor- oughfare with no Building Setbacks 10'k" Fig 3. At Thoroughfare in- tersections with no Building Setbacks THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL F.38 CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN THIS PAGE LEFT INTENTIONALLY BLANK. THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. F.39 08W\M|21 APPENDIX F:K8IAM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN ARTICLE S.SPECIFIC TQZONES 5.1 GENERALLY 5.1.1 This Article sets forth the standards applicable to development within the each Transact Zone located within the Miami Design District Retail Street SAP area. Provisions of the Miami 21 Code modified herein shall apply only within the Miami Design District Retail Street 8AF! 5.4 GENERAL URBAN TRANSECTZONES (T4) 5.4.1 Building Oispositiom(T4) a. Newly platted Lots shall be dimensioned according to Illustration 5.4 of the Miami Design District Retail Street SAP. b. Lot Coverage by any Building shall not exceed the percentage listed in Illustration 5.4 and Article 4. Table 2 of the Miami Design District Retail Street SAP, calculated in aggregate for new Buildings only. c. A Building shall be disposed in relation to the boundaries of its Lot according to Illustration 5.4 and in Article 4. Table 2 of the Miami Design District Retail Street SAP d. One Principal Building at the Frontage, and one Outbuilding to the rear of the Principal Building, may be built on each Lot as shown in Article 4, Table 8 of the Miami Design District Retail Street SAP. The Outbuilding ohoU be separated from the Principal Building by o nnininnunn often (10)femL e. Setbacks for Principal Buildings shall be as set forth in Article 4, Table 2 and shown in Illustration 5.4 of the Miami Design District Retail Street SAP. Within the Established Setback Area for the Design Oiotrict, there shall be no First Layer. g- FocadesnhmUbebuiltpara||n|0ooreoti|inearPhnnipa|FrnntaQeUneorpana|h:|kzMhebangantnfa curved Principal Frontage Line, for a minimum fifty percent (50%) of its length. The Setbacks for Outbuildings, pools, tennis courts or other similar recreational facilities shall b8aS shown for Outbuildings in Illustration 5.4 of the Miami Design District Retail Street SAP. h� Accessory Structures shall follow the setbacks for Principal Buildings as shown in Illustration 5.4 of the Miami Design District Retail Street SAP, One (1)Story, non -habitable Accessory Structures, of a maximum of two hundred (200) square feet or ten (10%) of the Floor Area of the Principal Build- ing, whichever is greater, 3hoU be located in the Second or Third layer of the property and shall be setback a minimum of five (5) feet from any side Property Line and ten (10) feet from any rear Property Line. 5.4.2 Building Configuration (T4) e. Development within Private Frontages shall comply with Article 4.Table 2and Illustration 5.4o{the Miami Design District Retail Street SAP b. Encroachments shall beallowed as follows: THIS DOCUMENT \S A SUBSTITUTION TOOR|6|NAL�BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS DOCUMENT. yNW\M|21 APPENDIX F:WUL4M|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN 1. Each Awning and/or entrance Canopy shall be permitted to encroach to a maximum depth of eight (8) feet or twenty five percent (25%) of the width of the Pedestrian Passage, adjacent Pub- lic Right -of -Way, Sidewa|k, or public Alley, whichever is less. Such Encroachment shall further be limited by the edge of the Sidewalk or by objects in the Public Right -of -Way such as treeo, streeUmmpo, ed. al. Encroaching Awnings shall be light armature. Bottom edges nfAwnings shall benolower than eight (8)feet above the pavemenVUooc Awnings ofthe quarter -sphere type shall not bepermitted, 2. Open Balconies shall bepermitted boencroach into the Pedestrian Passage uphothree (3)feet beyond the Building Facade for up to twenty five percent (25%) of the width of the Building Fa- cade, c. Unroofed screen enclosures shall be located within the Second or Third Layer only and shall have a five (5) feet minimum side and rear Setback. d. All outdoor storage, electrical, plumbing, mechanical, and communications equipment and appurtenant enclosures, shall be within the Second or Third Layer and concealed from view from any Frontage or sidewalk by liner buildings, walls, Streetscreens, or opaque gates, These shall not be allowed as Encroachments on any required Setback, except for Buildings existing as of the effective date of this Code, where mechanical equiprnent, such as air conditioning units, punnpo, exhaust fans or other similar noise producing equipment may be allowed as Encroachments in the Setback by Waiver. e. Loading and service entries shall be accessed from Alleys when available. When a Lot has only Principal Frontages, vehicular entries, Loading Docks and service areas shall be permitted on Prin- cipal Frontages. Loading and service entries shall be screened from all Pedestrian Passage and Principal Frontage views by decorative walls or gates, commercial grade decorative wood or metal, tile, artistic or non -advertising signage (including wayfinding signage), Streetscreens or art or green Building Heights shaUbemeaauredinStnriesondnhaUconfonntoAnUcka4.Tob|e2andasshovvnin Illustration 5A of the Miami Design District Retail Street 8AF\ The first -floor Elevation of Principal Building shall be at average Sidewalk grade; a first -floor Residential Function should be at a minimum Height of two (2) feet and a maximum Height of three and a half (3.5) feet for privacy reasons or as regulated byFEMA.whichever ishigher, The height of the building shall beuptothree (3)Stories, and a maximum of forty (40) feet to the top of the roof slab. g. Mechanical equipment on a roof shall be enclosed by parapets of the minimum Heightnecesooryto conceal it, and o maximum Height offive (5)feot. Other ornamental Building features may extend uptofive (5) feet above the maximum Building Height. Roof decks shall be permitted uptothe maximum Height. Trellises may extend above the maximum Height up to eight (8) feet. Extensions up to ten (10) feet above the maximum Height for a stair, elevator or mechanical enclosure shall be limited to twenty (20%) of the roof area. h. Fences and vvaUn may be located at the Frontage Line an shown in Article 4, Table 8 of the Miami Design District Retail Street SAP, Fences and walls shall be a maximum Height of four (4) feet at the First Layer, except aluminum or iron picket and post Fences with or without masonry posts which ahoU not exceed o maximum of six (8) feet in Height. Within the Second and Third Layern, Fences and walls shall be a maximum Height of eight (8) feet. THIS DOCUMENT |SASUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BESEEN ATTHE END OFTHIS DOCUMENT, F41 K8W\M|21 APPENDIX F:K8hAM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN All ground floor and roof top utility infrastructure and mechanical equipment shall be ounoeok:d from public view. At the Building Fvontage, all equipment Such as baohflow praventera, aiannene connections, and the like shall beplaced within the line Vfthe Facade orbehind the Etreetscreen.. Exhaust air fans and louvers may be allowed on the Facade only on Frontages above the first Floor in o fashion that does not adversely impact the pedestrian experience. All service infrastructure and utility elements, inc|uding, but not limited to, electrical transformers, telephone boxes, cable and other utility boxea, utility wiring, meters, backflow preventers, condenoe,a, dumpsters and loading docks, shall be screened from all Pedestrian Passage and street views by walls or gates. Loading and service entries shall be accessed from subterranean garages or designated service areas. Service, infrastructure and utility elements may becreatively concealed oremphasized. Rooftop ele- ments, such as equipment, tanks, exits and elevator towers, shall be designed, housed orconcealed as architectural elements worthy of public view as such elements shall be visible from the elevated highway and surrounding Buildings. 5.4.3 Building Function & Qenadv(T4) o. Buildings in T4 shall conform to the Functions, Densities, and Intensities described in Article 4, Tables 3 and 4and Illustration 5.4ofthe Miami Design District Retail Street SAP. Certain functions ooshown inArticle 4. Table 3ofthe Miami Design District Retail Street SAP shall require approval by Warrant or Exception. Consult Article 0 of the Miami Design District Retail Street SAP for any supplemental use regulations. 5.4.4 Parking Standards (T4) a. Vehicular parking shall be required as shown in Article 4, Tables 4 and 5 of the Miami Design District Retail Street SAP. b. Parking may beaccessed byanAlley when available. o. Surface parking k]ts, covered parking and garages ahoU belocated within the Second and Third Layers as illustrated in Article 4. Table 8 of the Miami Design District Retail Street SAP. Surface parking lots, garages, Loading space and service areas shall bo masked fromthe Frontage byo Streetnoreen as specified in Illustration 5.4 of the Miami Design District Retail Street GAF! A maxi- mum one hundred per cent (10096) of the width of the Facade may be surface parking, covered parking or garage, which shall align with or be set back from the Facade. Driveways and drop-Vffn, including parking. may belocated within the Second Layer. d. Underground parking may extend into the Second Layer. Ramps to underground parking shall be within the Second and Third Layers, Underground structures should be entered by pedestrians from a Building orthe Pedestrian Passage. e. The maximum width at the Property Line of driveway on a Frontage shall be twelve (12) feet. Shared driveway width combining ingress and egn8ao nhoU b8amaximum width of thirty-five (35) feet atthe Property Line and may encroach into Setbacks. Two separate driveways onone Lot shall have aminimum separation oftwenty (2D)feet, Any vehicular drive greater than twenty (2D)feet in width ahm|| require o median ofnot less than three (3) feet in width between vehicular ingress and egress travel lanes to enhance pedestrian safety. THIS DOCUMENT |SASUBSTITUTION K}ORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ArTHE END OFTHIS DOCUMENT. MLAK8|21 APPGND[XF: MLAM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN f. Tandem Parking on site should be encouraged, g. Shared Parking shall be calculated according to Article 4, Table 5 for the Miami Design District Retail Street SAP. h. |nT4-Land T4-0 m minimum of one (1) bicycle rack space shall be provided for every twenty (20 vehicular parking spaces and may be in the Private Frontage or the Public Right -of Way in a fashion consistent with the guidelines referenced in 3.6.1 0A of the Miami Design District Retail Street SAP. Where Lobs are AbutUnB, underground parking may extend to Abutting Blocks and Lots, including under Thoroughfares, Above -grade parking may extend into the Second Layer above a first floor Liner with decorative Fa- cade treatment matching the Liner Facade below oronart orgreen wall. Underground Parking may extend above grade into a first floor Liner if the Building Facade /s designed to meet the Sidewalk in such omanner that fully obscures the Parking Area. 5.4.5 Architectural Standards (T4) m. Only permanent structures shall be allowed. Temporary Structures, such as mobile homes, construc- tion trailers, travel trailers, recreational vehicles and other temporary structures, shall not be allowed except as otherwise permitted by City Code. b. The Facades onRetail Frontages shall be detailed anstorefronts with decorative Facade treatment oranart orgreen wall, and glazed no less than fifty per cent (50%) of the Sidewalk -level Story, with the following exceptions: Along NE 1st Avenue and NE 2ndAvenuo o reduction between forty nine percent (48%) and thirty percent (30%) may be granted by SAP Permit with review by the UDRB, Along NE39th Street, NE40th Street and NE41st Street.a reduction between forty-nineper,cent (49%) and thirty percent (30%) may be granted by SAP Permit with review by UDRB. Requests between twenty nine percent (29%) to a minimum of fifteen percent (15%) shall require an SAP Permit and a recommendation of approval or approval with conditions by the UDRB. Along the Pedestrian Passage a glazing reduction below forty-nine percent (49%) may be granted bythe SAP Permit. o. Roof materials should belight-colored, hi h-A|bedoorap|anbxdsurfauemndshaUconnplyvvithAnUde 3' Section 3.13.2 of this Code. d. Building walls shall reinforce the continuity ofthe Pedestrian Passage bvtheir surfaces and bvtheir establishment ofthe edge, but Building walls may curve, gng|e, or deviate from the straight line that represents the Facade in the Miami Design District Retail Street SAP. e. Each GhnofnontFocado may be on individual design. In the case VfAbutting 6hophontFocadeu' their designs shall be coordinated. PmrtywaUs may extend beyond o[above the walls of Abutting Buildings and shall be designed and finished as if they were intended to be permanent, as they may be seen from Thoroughfares, the Pedestrian Passage, and from surrounding Buildings, THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS DOCUMENT. 08k4M|21 APPENDIX F:H8IAMUDESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN g. Entrance doors shall beadSidewalk grade orthe grade ofthe Pedestrian Passage, with the excep- tion Uoentrance doors for existing Buildings and their additions. The visible exterior soffits of Balconies and roof overhangs and the ceilings of Arcades and Balconies shall be articulated with attention to materials and lighting given that the undersides ofsuch elements are frequently more visible than the Facade. 5.4.6 Landscape Standards (T4) o. Open Space shall be calculated on an aggregate basis for all of the new Building Lobs included an part ofthe Miami Design District Retail Street SAP and shall buaminimum ofsix and ahalf percent (6.5%) of the total new Building LotArea included at the time of adoption of the Miami Design District Retail Street SAP and Development Agreement. Any parcel added tnthe K0iurn/ Design District Retail SAPArea through the processes described in the Development Agreement shall provide a minimum of ten percent (10%) of its total new Building Lot Area to the aggregate Open Space requirement. Area under permanent kiosks shall not becalculated asOpen Space. b. Please see Article 9for Additional Regulations, 6.4^7 Ambient Standards (T4) a. Noise regulation shall be as established by the City Code. b. Average lighting levels measured at the Building Frontage ohoU not exceed 2.0foot+cond|en Ut\. Average Horizontal iUurninonne, measured at the Building Frnntage, where adjacent to TJ shall not exceed 1.Ufc. c Lighting of Building and Open Space of First and Second Layers shall complement the street lighting ofAbutting public spaces. d. The lighting fixtures of exposed rooftop parking shall be concealed by e parapet wall and shall not beseen from surrounding streets. e. Neither direct nor reflected light or glare shall extend or pollute beyond parapet walls. THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN 8FSEEN ATTHE END OFTHIS DOCUMENT. MIAMI 21 AS ADOPTED - JULY 2012 BUILDING DISPOSITION LOT OCCUPATION a. Lot Area - With rear vehicular access 5,000 s.f. min. 1,400 s.f. min. b. Lot Width - With rear vehicular access 50 ft. min. 16 ft. min. c. Lot Coverage 93.5 % SAP aggregate d. Floor Lot Ratio (FLR) N/A e. Frontage at front Setback 50% min. f. Open Space Requirements 6.5 % min.SAP agg improvements & g. Density 36 du/acre max. BUILDING SETBACK a. Principal Front b. Secondary Front c. Side 10 ft. max. or Established Setback 10 ft. max. or Established Setback 0 ft-5'-On when adjacent building has a setback. d. Rear 20 ft. min. OUTBUILDING SETBACK a. Principal Front b. Secondary Front c. Side d. Rear 30 ft. min. 10 ft. min. 0 ft. or 5 ft. min. Abutting a Setback 5 ft. min. BUILDING CONFIGLIRATION FRONTAGE a. Common Lawn b. Porch & Fence c. Terrace or L.C. d. Forecourt e. Stoop f. Shopfront g. Gallery h. Arcade permitted prohibited permitted permitted permitted permitted (T4 L & T4 0 only) permitted permitted BUILDING HEIGHT a. Principal Building b. Outbuilding 3 Stories max. and 40 ft. max. 2 Stories max. APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP REGULATING PLAN ILLUSTRATION 5.4 GENERAL URBAN TRANSECT ZONES (T4) BUILDING PLACEMENT Comer Lot j Interior Lot Corm Lot 1 Interior Lot F.45 -4 ►4 ►4 2nd Layer 3rd I - OUTBUILDING PLACEMENT • • � rr� 30 min. S min 2nd & 3rd ► 30'min'y Max. Height 1st 2nd Layer 3rd Layer PARKING PLACEMENT min. 3a%mat • 5, r sNi a ▪ r rtirL t r ►; -t4 + a II 1st 2nd Layer BUILDING HEIGHT 3 2 LaYer 2 st 2nd & 3rd Layer Max. Height THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MLAM|21 APPENDIX F:K8|AM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN 5.5.1 Building Disposition (T5) a. Newly platted Lots shall be dimensioned according to Illustration 5.5 of the Miami Design District Retail Street SAP. b� Lot coverage byany Building shall not exceed the percentage listed in Illustration 5.5 and Article 4, Table 2 of the Miami Design District Retail Street SAP, calculated in aggregate for new buildings o. Buildings ahoU be disposed in relation to the boundaries of their Lots according to Illustration 5.5 and Article 4. Table 2 of the Miami Design District Retail Street OAR d, Buildings shall have their principal pedestrian entrances on a Frontage Line or from a Courtyard at the Second Layer, e, For the minimum Height, Facades shall be built parallel to the Principal Frontage Lino along a mini- mum of sixty percent (60%) of its length on the Setback line as shown in Illustration 5.5 of the Miami Design District Retail Street 8AF! In the absence of Building along the remainder of the Frontage line, a Streetscreen shall be built co -planar with the Facade to conceal parking and service areas. f. At the first Story, Facades along a Principal Frontages should have frequent doors and windows. g. Setbacks for Buildings shall be as shown in Illustration 5.5 and set forth in Article 4. Table 2 of the Miami Design District Retail Street SAP. Within the Established Setback Area for the Design Disthct, there shall benoFirst Layer. h. For sites with three hundred and forty (34O) feet Frontage length or more, m cross -Block passage shall beprovided @sfollows: |fthe Frontage Line OfGsite is8t any point more than three hundred and forty (340) feet from a Thoroughfare intersection, the Building shall provide a cross -Block connec- tion. |fthe Frontage Line ofasite isatany point six hundred and fifty (05O)feet from aThoroughfare intersection, avehicular cross -Block passage shall beprovided. Aoroos-B|ock connection shall not be provided to exit onto NE 42nd Street. 5.5'2 Building Configuration (T5) a. Development within Private Frontages shall comply with Article 4, Table 2 and Illustration 5.5 of the K8im0| Design District Retail Street SAP. b. Encroachments shall be allowed as follows: 1. At the First Layer, cantilevered Awnings and entry canopies may encroach up to one hundred percent (10O%)ofthe depth ofthe Setback, except anmay befurther allowed byChapter 54of the City Code. Above the first Story, cant'ilevered Balconies, bay windows, and roofs may encroach uptothree (3) feet ofthe depth ofthe Setback. Other cantilevered portions nfthe Building shall maintain the required Setback, Above the eighth Story, no Encroachments are pernnitted, except that Facade components promoting energy efficiency such as shading and Screening devices THIS DOCUMENT /SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN BESEEN ATTHE END OFTHIS F46 DOCUMENT. K0LAM|Z1 APPENDIX F:08LAK8|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN that are non -accessible may encroach a maximum of three (3) feet. 2. At the Second Layer, bay windows and roofs shall be at a maximum three (3) feet deep and may encroach uphothirty percent (3OY6)nfthe depth ofthe Setback. Other cantilevered portions of the Building shall maintain the required Setbacks. At the Second and Third Layers, bay windows, chimneys, roofs, and stairs may encroach up to fifty percent (50%) of the depth of the Setback, At the Second and Third Layers, Balconies may encroach up to fifty percent (50%) of the depth ofthe Setback. 3. Each Awning and/or entrance Canopy shall bepennifted to encroach to maximum depth of eight (0) feet or twenty five percent (25Y6) of the width of the Pedestrian Passage. adjacent Public Right -of -Way, Sidewalk, 0rpublic Alley, whichever is less. Such Encroachment shall be further limited bythe edge Ofthe Sidewalk orbyobjects inthe Public Right -of -Way such as trees, sdreet|mn`ps.e1o. Encroaching Awnings shall beolight armature, Bottom edges nfAwnings shall be no lower than eight (8) feet above the pavement/floor. Awnings of the quarter -sphere type shall not bepermitted. 4. Open Balconies shall be permitted to encroach into the Pedestrian Passage up to three (3) feet beyond the Building Facade for up to twenty five percent (25Y6) of the width of the Building Fa- cade. o. Screen enclosures shall be located within the Second or Third Layer only and shall have a five (5) feet minimum side and rear Setback when Abutting T3 or T4. d. Loading and service entries shall be aucmoaad from Alleys when available and otherwise from the Secondary Frontage. When Lots have only Principal Frontages, vehicular entries, Loading spaces and service areas shall be permitted on Principal Frontages. Loading and service entries shall he screened from all Pedestrian Passage and Primary Frontage views bvdecorative walls, gates or 8tmaetnoneens, e. All outdoor sbonmge, e|mothca, p|umbing, mechanical, and communications equipment and appur- tenant enclosures shall be located within the Second or Third Layer and concealed from view from any Frontage orSidewalk byLiner Buildings, vvaUo. Gtnoetooneeno, uropaque gates. These shall not beallowed asEncroachments. g. Building Heights shall be measured in Stories and shall conform to Article 4. Table 2 and be as shown inIllustration 5.5ofthe Miami Design District Retail Street SAP. The first floor elevation shall be at average Sidewalk grade. Afirst floor Residential Function should be raised a minimum of two (2) feet and a maximum of three and a half (3.5) feet above average Sidewalk grade. Existing one Story Structures shall be considered conforming and may be enlarged. Mechanical equipment on a roof shall be enclosed by parapets of the nnininnunn Haight necessary toconceal it and a maximum Height of five (5) feet. Other ornamental Building features may extend up to ten (10) feet above the maximum Building Height. Roof decks ohoU be permitted up to the maximum Height. Trellises may extend above the maximum Height up to eight (8) feet. Extensions up to ten (110) feet above the maximum Height for stair, elevator or mechanical enclosures shall be limited to twenty (2096) of the roof area, unless approved by Waiver. h� All ground floor and roof top utility infrastructure and mechanical equipment shall be concealed from THIS DOCUMENT |SASUBSTITUTION T0ORIGINAL. BACKUP ORIGINAL CAN 8[SEEN ATTHE END OFTHIS F47 DOCUMENT. K8W\0U21 APPENDIX F:K8WJ0|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN public view. At the Building Fnontage, all equipment such as backflowpreventera. siarneseoonnoc- donu' and the like oheU be placed within the line of the Facade o, behind the Stnaebscreen. Exhaust air fans and louvers may beallowed nnthe Facade only onSecondary Frontages above the first floor in a fashion that does not adversely impact the pedestrian experience, 8mn/ice, infrastructure and utility elements may becreatively concealed oremphasized. Rooftop elements, such asequipment, tanks, exits and elevator towers, shall be dooigned, housed or concealed as architectural elements worthy nfpublic view aasuch elements shall be visible from the elevated highway and surrounding i Etreetsonnenashall beaminimum ofthree and ahalf (3.G)feet inHeight and constructed nfamaterial matching the adjacent building Facade or of masonry, commercial grade decorative wood or metal, tile, artistic or non -advertising signage (including wayfinding), or art or a green wall, The8tneetsureen may bereplaced byahedge orfence. 5traetnoreenoshall have openings nolarger than necessary toallow automobile and pedestrian access. Stnsetacreeneshall belocated co -planar with the Build- ing FenedaLino.8trnetscneanomorethanthnee(8)fnethighohaUbefiftvpercent(5OY6)pernneab|e or articulated to avoid blank walls. i Within the Second and Third Layens, fences and vvaUa ahoU not exceed a Height of eight (E) feet. with the exception of Streetscreens masking loading docks. 5.5.3 Building Function 0^Density (T5) a. Buildings in T5 shall conform to the Functions. Densities, and Intensities described inArticle 4. Tables 3 and 4 and Illustration 5.5 of the yW\onni Design District Retail Street 8AF! Certain Functions as shown in Article 4, Table 3 of the Miami Design District Retail Street SAP shall require approval by Warrant or Exception. Consult Article O of the K4iGnni Design District Retail Street SAP for any Supplemental Use regulations. 5.5.4 Parking Standmnds/T5\ a. Vehicular parking and loading oho]| be required as shown in Article 4, Tables 4 and 5 of the Miami Design District Retail Street SAP. b. On'etneetpadking available along the Frontage Lines that correspond to each Lot shall be counted toward the parking requirement Ofthe Building on the Lot. c Parking should be accessed by an Alley. Parking shaU, when avai|ab|e, be accessed from the Secondary Frontage. Where Lots have only Principal Fnontagas, parking may beaccessed from the Principal Frontages. When a Lot has only Principal Frontages, Drivevvays, Loading Docks and service areas oheU be at the Second Layer and permitted on Principal Frontages, d� All parking, open parking areas, covered parking, garages, Loading Spaces and service areas, shall be masked from the Frontage by a Streetscreen as illustrated inArticle 4, Table 8 of the Miami Design District Retail Street GAP Underground parking may extend into the Second Layer only if it is fully underground. Ramps to underground parking shall be only within the Second and Third Layers, Above ground parking may extend into the Second Layer with appropriate Facade treatment. For any above ground parking structures located at the intersection of two ThorVughfanea, a retail liner shall be provided for a minimum of fifty (50) feet in order to complement the surrounding architecture. THIS DOCUMENT |S4SUBSTITUTION T0ORIGINAL. BACKUP ORIGINAL CAN RESEEN ATTHE END OrTHIS DOCUMENT. MhAM|21 APPENDIX F:YNL4M|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN Surface parking may extend into the Second Layer a maximum of twenty five percent (25%) of the length ofthe Primary Frontage upboamaximum offifty (5O)feet, except Interim Parking which may be 100% of the length of the Primary Frontage and shall comply with all other applicable City Code regulations. e. The vehicular entrance ofoparking lot orgarage onaFrontage shall bon0wider than forty-five (45) feet and the minimum distance between vehicular entrances shall be twenty (20) feet at the Property Line and may encroach into Setbacks, Where the vehicular entrance exceeds thirty (30) feet in vvidth, a median ofnot less than three (])feet in width ah@U be provided between vehicular ingress and egress travel lanes toenhance pedestrian safety. g. Pedestrian entrances to all parking lots and parking structures shall be directly from a Frontage Line. Underground parking structures should be entered by pedestrians directly from a Principal Building nrthe Pedestrian Passage, Buildings mixing Uses shall provide parking for each Use. Shored Parking shall be calculated ac- cording to Article 4. Table 5 of the Miami Design District Retail Street SAP, h. Underground parking may extend into the Second Layer. Ramps to underground parking ahoU be within the Second and Third Layers. VVhena Lots are Abutting, underground parking may extend to Abutting Blocks and Lots' including under Thoroughfares. i Above -grade parking may extend into the Second Layer above afirst floor Liner with decorative Fa- cade treatment matching the Liner Facade below or an art or green wall. Underground Parking may extend above -grade into a first floor Liner if the Building Facade is designed to meet the Sidewalk in such amanner that fully obscures the Parking Area. 5.6.6 Architectural Standards (T5) a. Only permanent Structures shall be allowed. Temporary Structures such as mobile homes, construc- tion trailers, travel trailers,recreational vehicles and other temporary Structures shall not be allowed, except aaotherwise permitted bythe City Code and this code. b. The Facades on Retail Frontages shall be detailed as storefronts with decorative Facade treatment or an art or green wall, and glazed no less than fifty per cent (50%) of the Sidewalk -level Story, with the following exceptions: ~ Along NE 1 st Avenue and NE 2nd Avenue a reduction between forty-nine percent (49%) and thirty percent (3056)may begranted bySAP Permit. Along NE 39th Street, NE 40th Street and NE 41 st Street, a reduction between forty-nine percent (49%) and thirty percent(JO%) nmay be granted by SAP Permit with review by U0RB. Requests between twenty nine percent (29%) to a minimum of fifteen percent (15%) shall require an SAP Permit and a recommendation of approval or approval with conditions by UDRB. Along the Pedestrian Passage a glazing reduction below forty-nine percent (49%) may be granted by 8/\P Permit. c. Roof materials should be UQht-cm|ored, highA|bedo or of planted surface and shall comply with Article 3. Section 3.13.2 of this Code. THIS DOCUMENT |SASUBSTITUTION TOORIGINAL, BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS DOCUK1ENT� K8k4M|21 APPENDIX F:08LAM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN d. The Facade of a Parking Garage that is not concealed behind a Habitable Liner shall be screened toconceal all internal elements such onplumbing pipes, fans, ducts and lighting. Ramping should beinternalized wherever possible. Exposed spandrels ahoU be prohibited. The exposed top level of parking Structures shall be covered o maximum of sixty percent (5096) with a shade producing Structure such as, but not limited to, a vined pergola or retractable canvas shade Structure. e. Building walls shall reinforce the continuity ofthe Pedestrian Passage bvtheir surfaces and bvtheir establishment ofthe edge, but Building walls may curve, angle, or deviate from the straight line that represents the Facade in the Miami Design District Retail Street SAP. 9- Each Shopfnond Facade may baonindividual design. |nthe case ofAbutting 5hopfnzntFacadeo. their designs aho|| be coordinated. PartyvveUa may extend beyond Vrabove the vvo|b of Abutting Buildings and shall be designed and finished eoif they were intended tobepermanent, anthey may beseen from Thoroughfares, the Pedestrian Paasege, and from surrounding Buildings. Entrance doors shall be at Sidewalk grade or the grade of the Pedestrian Passage, with the excep- tion to entrance doors for existing Buildings and their additions. h. The visible exterior soffits of Balconies and roof overhangs and the ceilings of Arcades and Balconies shall bearticulated with attention bzmaterials and lighting given that the undersides ofsuch elements are frequently more visible than the Facade. 5.5.6 Landscape Standards (TS) a. Open Space shall be calculated on an aggregate basis for all of the new Building Lots included as part ofthe Miami Design District Retail Street SAP and shall beominimum Vf six and ahalf percent (6.5%)of the total new Building Lot Area included otthe time ofadoption ofthe Miami Design District Retail Street SAP and Development Agreement. Any parcel added to the Miami Design District Retail SAP Area through the processes described in the Development Agreement shall provide a minimum of ten percent (10%) of its total new Building Lot Area to the aggregate Open Space requirement. Area under permanent kiosks shall not becalculated ooOpen Space. 5.5.7Ambient Standards (T5) a. Noise regulations shall be as established in the City Code. b. Average lighting levels measured at the Building Frontage shall not exceed 5.0/oot-oondkaa (fc). Average horizontal iUuminonoe, measured at the Building FrontaOe, where adjacent toT3 shall not exceed 1.Ofc. o. Lighting of Building and contingent Open 8pooeo shall becomplementary with the street lighting of Abutting public spaces as illustrated in Article 8 of the Miami Design District Retail Street SAP. Interior garage lighting fixtures shall not bevisible from streets. d. The lighting fixtures of exposed rooftop parking shall be concealed by a parapet wall and shall not be seen from surrounding streets. e. Neither direct nor reflected light or glare shall extend or pollute beyond parapet walls. THIS DOCUMENT |SASUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS DOCUMENT, MIAMI 21 AS ADOPTED - JULY 2012 BUILDING DISPOSITION LOT OCCUPATION a. Lot Area - With rear vehicular access 5,000 s.f. min. 1,200 s.f. min. b. Lot Width - With rear vehicular access 50 ft. min. 16 ft. min. c. Lot Coverage 93.5 % SAP aggregate d. Floor Lot Ratio (FLR) N/A e. Frontage at front Setback 70% min. f. Open Space Requirements 6.5 °% min.SAP agg & improvements g. Density 65 du/acre max. BUILDING SETBACK a. Principal Front b. Secondary Front c. Side d. Rear 10 ft. max. or Established Setback See Art 4 Table 2 for add'I limitations 10 ft. max. or Established Setback 0 ft. min. 0 ft. min. e.Abutting SideorRearT4 6 ft. min. Abutting Side or RearT3 10% of Lot depth** min.1" through 2nd Story 26 ft. min. above 2ndStory BUILDING CONFIGURATION FRONTAGE a. Common Lawn b. Porch & Fence c. Terrace or L.C. d. Forecourt e. Stoop f. Shopfront g. Gallery prohibited prohibited prohibited permitted permitted permitted (T5 L & T5 O only) permitted h. Arcade permitted BUILDING HEIGHT a. Min. Height b. Max. Height 2 Stories 5 Stories. See Art 4 Table 2 for add'I limitations c. Max. Benefit Height 1 Story Abutting D1 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP REGULATING PLAN Corner Lot 1 Interior Lot Comer Lot Herb Lot ILLUSTRATION 5.5 URBAN CENTER TRANSECTZONES (T5) 1 BUILDING PLACEMENT ,Seca dary From I �t 1st er Wi d 0, min Lam"^i Max. Benefit Height Max Height M He end Tiffer znd Layer 3rd Layer 3rd layer BUILDING HEIGHT 6 T 14. T 5; 4 3 i 21 Y min. w ABUTTING SIDE & REAR D1 x 8. 5 ght 4 3 gN ► 2 t i 0' min. ►i ABUTTING SIDE & REAR All ZONES EXCEPT T4 & T3 5 =, 4 3 2 � I I 5 26' min 3 2 10% of Lot d pot - ABUTTING SIDE & REAR T4 ABUTTING SIDE & REAR T3 "10% of Lot depth for Lots more than 120' c 6' min for Lots less than 120' deep THIS DOCUMENT IS A SUBSTITUTION F.51 TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. K0IAM/21 APPENDIX F:K8IAJM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN 5.6.1 Building Disposition (TG) a. Lot coverage by any Building shall not exceed the percentage listed in Illustration 5.6 and Article 4. Table 2 of the Miami Design District Retail Street SAP, calculated in aggregate for new Buildings only. b. Buildings DAo|) be disposed in relation to the boundaries of their Lots according to Illustration 5.6 and the standards set forth in Article 4, Table 2 of the Miami Design District Retail Street SAP. o. Buildings shall have their principal pedestrian entrances on a Frontage Line or from a courtyard at the Second Layer. d. For the minimum Height, Facades shall be built parallel to the Principal Frontage Line along a mini- mumofsixtvperoont(6O%)ofhs|enothontle Setback line asshown inIllustration 5.0ofthe Miami Design District Retail Street SAP. In the absence of Building along the remainder of the Frontage line, a Otroetsureen shall be built co -planar with the Facade to shield parking and service areas. In the case of two (2) or three (3) Principal Frontages meeting at Thoroughfare intersections, the Building corner may remade from the designated Setback up to twenty percent (20Y6) of the Lot length. e. Setbacks for Buildings shall be as shown in Illustration 5.6 and set forth inArticle 4' Table 2 of the Miami Design District Retail Street SAP. Within the Established 8etbankAreafor the Design District, there shall UenoFirst Layer. For TO-Oand TO'12.Frontage Setbacks above the eighth floor for Lots having one (1) dimension measuring one hundred (100) feet or less may be a minimum of zero (0) feet. ForT0'12. T6'24. TO- 36' T6-48. TO-OO and T6-80. the Frontage Setbacks above the eighth floor shall not be required for Frontage facing o Civic Space or Right -of -Way seventy (70) feet or greater in width At property lines Abutting a |OVverT[8nseCt Zone the Setbacks shall reflect the transition as shown in Illustration 5.6 of the Miami Design District Retail Street GAP Above the eighth floor, minimum building spacing is sixty (60) fee1, except that where the Building abutaT5 the sixty (0D)feet required spacing above the fifth floor shall ba2Ufeet. For TO-12.TO-24. T8'36.T8-48 T6-60 and T6-80 Lots having one dimension one hundred (100) feet or less, side and rear Setbacks above the eighth floor may bereduced tnaminimum oftwenty (2O)feet.. ForT6-12, T6'24.T6-30 T6-48, T6-60 and T6-80 above the eighth floor in the Second Layer, at a setback of ten (10) feat, an additional two stories ofhabitable space may extend a maximum sixty percent(OUY6) ofthe length ofthe street Frontages. For TO-12.TO-24.TO-3O.T0-48.TO-SOand TO-8Oabove the eighth floor an additional six feet of non -habitable space may be allowed without ad-ditional setback to accommodate depth of swimming pon|a. landscaping, transfer beams, and other structural and mechanical systems. Above the fifth floor, for Lots in T6-12 west of NE 1 stAvenue, where Height shall be limited to twelve (12) Stories and the Building is adjacent to a TS Lot, Building side Setbacks may be a minimum of ten (10) feet and no Building separation shall be required. Above the ei0hVlflnor,forLnh;|nT6-12wxestofNE1stAvenue.whereHeightshaUbe|imitedhofour- teen (14) Stories and the Building is adjacent to a T6 Lot, Building side Setbacks may be a minimum of fifteen (15) feet and the minimum Building separation may be reduced to thirty (30) feet, Closed stairs and open balconies may encroach up to five (5) feet into the Setback by SAP Permit. THIS DOCUMENT |5ASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN BESEEN ATTHE END OFTHIS D0[UyNEmT. K8IAM|21 APPENDIX F:K8y\M|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN g. For sites with three hundred and forty (340) feet Frontage length or more, a cross -Block passage shall beprovided asfollows: :|fthe Frontage Line ofasite inatany point more than three hundred and forty (340) feet from a Thoroughfare intersection, the Building shall provide a oroso-B|ooknonneo- tion. If the Frontage Line of a site is at any point six hundred and fifty (650) feet from a Thoroughfare intersention, avehicular cross -Block connection nhe|| be provided. Such a cross -Block connection may be covered above the first floor by a maximum of twenty-five percent (2596) of its length with Structures connecting Bui|dings, such as a terrace, pedestrian bridge or vehicular bridge. In all T0 zones, across Block connection may beroofed. 5.6.2 Building Configuration (TS) a. Development within Private Frontages shall comply with Article 4, Tables 2 and Illustration 5.6 of the Miami Design District Retail Street SAP. b� Above the eighth floor, the Building F|oorp|atedinnenaions shall be limited as follows: 1. 15,000 square feet maximum for Residential Uses in T6-8, T6-12 and T6-24 2. 18.0OOsquare feet maximum for Residential Uses inT8-30.TO-48.T0-0Oand T0-8O 1 3U.UOOsquare feet maximum for Commercial Uses and for parking 4. 18Ufeet maximum length for Residential Uses 5. 215 feet rnaxinlunn length for Commercial Uses c Encroachments shall beoofollows: 1. At the First Laver, cantilevered Awnings and entry canopies may encroach up to one hundred percent (100%) of the depth of the Setback, except as may be further allowed by Chapter 54 of the City Code. Above the first Story, cantilevered Balconies, bay windows, and roofs may encroach uptothree /3>feet ofthe depth ofthe Setback. Other cantilevered portions ofthe Building shall maintain the required Setback, Above the eighth Story, no Encroachments are permitted, except that Facade components promoting energy efficiency such as shading and Screening devices that are non -accessible may encroach amaximum ofthree (3)feet. 2. At the Second Layer, bay windows and roofs shall be at a maximum three (3) feet deep and may encroach up to thirty percent (30%) of the depth of the Setback. Other cantilevered portions of the Building shall maintain the required Setbacks. Atthe Second and Third Loyero, bay windows, chimneys, roofs, and stairs may encroach up to fifty percent (50%) of the depth of the Setback. AttheGeoondandThirdLayers.Ba|oonieunneyenoroeohuptofiftypernent(5O%)ofthedepth nfthe Setback. 3. Each Awning and/or entrance Canopy shall be permitted to encroach to a nnaxinnunn depth of eight (8) feet or twenty five percent (25Y6) of the width of the Pedestrian Passage, adjacent Public Right-of-VVay.Sidewalk, orpublic Alley, whichever ioless. Such Encroachment shall be further limited by the edge of the Sidewalk or by objects in the Public Right -of -Way such as trees, otreet|annps.etc. Encroaching Awnings shall be a light armature. Bottom edges of Awnings shall THIS DOCUMENT |SASUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BESEEN ATTHE END 0FTHIS DOCUMENT. K0kAM|21 APPENDIX F:K8kAM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN be no lower than eight (8) feet above the pavemenUfoorAvvninga of the quarter -sphere type shall not bepermitted. 4. Open balconies shall be permitted to encroach into the Pedestrian Passage upbnthree (5) feet beyond the Building Facade for up to twenty five percent (2596) of the width of the Building Fa- cade. d. All outdoor storage, electrical, p|unnbing, mechanical and communications equipment and appur- tenant enclosures shall be located within the Second or Third Layer and concealed from view from any Frontage or Sidewalk by Liner Buildings, walls, Streetscreens, or opaque gates. These shall not beallowed aoEncroachments. e. Loading and service entries shall be accessed from Alleys when available, and otherwise from the Secondary Frontage. Loading spaces and service areas shall be internal to the building, except for TO-12Lots west of NE1stAvenue where Loading shall beopen but buffered bvahighly decorative vvoU or screen and permitted by SAP Permit. Where Lots have only Principal Frnntages, vehicular entries, Loading Ducks and service areas shall be permitted on Princi-pal Frontages. Loading and service entries shall be screened from all Pedestrian Passage and Primary Frontage views by decorative walls or gates or Streetscreens. Q. Building Heights shall be measured in Stories and shall conform to Article 4. Table 2 of the Miami Design District Retail Street SAP and be allocated as required in Illustration 5.Oofthe Miami Design District Retail Street SAP. First -floor elevation shall be at average Sidewalk grade. A first level Resi- dential Function should be raised a minimum of two (2) feet and a maximum of three and a half (3.5) feet above average Sidewalk grade, Existing one Story Structures shall be considered conforming and may beenlarged. Mechanical equipment on a roof ahoU be enclosed by parapets of the minimum Height necessary to conceal it. Other enclosures for housing etoire, bothroonno, elevators or mechanical equipment orfor ornamental Building features may extend uptoten (10) feet above maximum height for TO-8 and T6'12. Roof decks shall be permitted up to the maximum Height. Trellises may extend above the maximum Height uptnfourteen (14) feet. h. All ground floor and roof top utility infrastructure and mechanical equipment shall be concealed from public view. At the Building Frontmge, all equipment such as baokMovv pnaventers, oiumeae connec- tions, and the like shall be placed within the line of the Facade or behind the Streetscreen. Exhaust air fans and louvers may be allowed on the Facade above the first floor in a fashion that does not adversely impact the pedestrian experience. Gen/ice, infrastructure and utility elements may be creatively concealed or emphasized. Rooftop elements, such as equipment, tanks, exits and eleva- tor towers, shall be designed, housed or concealed as architectural elements worthy ofpublic view, as such elements ohoU be visible from the elevated highway and surrounding tall Buildings. i. Streetscreens or fences shall be a minimum of three and a half (3.5) feet in Height and constructed of material matching the adjacent Building Facade or of masonry, wrought iron or aluminum. The Streetscreen may be replaced by a hedge, Streetscreens shall have openings no larger than neces- sary to allow automobile and pedestrian access. Streetsnreens ahmU be located co -planar with the Building Facade Line. Streetscreens over three (3) feet high shall be fifty percent (50%) permeable or articulated to avoid blank walls. THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN UESEEN ATTHEEND OFTHIS DOCUMENT. yN[AM|21 APPENDIX F:08IAJN|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN i Within the Second and Third Lmvers, fences and vvm||s shall not exceed m Height of eight (8) feet' with the exception of Streetscreens masking loading docks. 5.6'3 Building Function &[Jensitn (TG) a. Buildings in T5 ohmU conform tothe Funcdona. Densities, and Intensities described inArticle 4. Ta-bles 3 and 4 and Illustration 5.6 of the Miami Design District Retail Street SAP. Certain Functions as shown in Article 4, Table 3 of the Miami Design District Retail Street SAP shall require approval by Warrant or Exception. Consult Article 6 of the Miami Design District Retail Street SAP for any supplemental regulations. b. The calculation of the FLR shall not apply to that portion of the building that is entirely below base flood elevation. 5.6.4 Parking Standards (T6) a. Vehicular parking and loading mhoU be required as shown in Article 4. Tables and 5 of the Miami Design District Retail Street SAP. b. On -street parking available along the Frontage Lines that correspond toeach Lot shall be counted toward the parking requirement of the Building on the Lot. c Parking should be accessed by an Alley. Parking shall be accessed from the Secondary Frontage when available. VVhena Lots have only Principal Frontages, parking may beaccessed from the Principal Frontages. When g Lot has only Principal Frontages, Or|vevxgyS. vehicular entries, Load- ing Docks and service areas shall be at the Second Layer and permitted on Principal Frontages. d. Primary Frontage. All parking, open parking areas, covered parking, garages, Loading Spaces and service ansan. with the exception ofdrop-off drives and porte-oochenae, shall be located within the Third Layer and shall be masked from the Frontage by a Liner Building or Streetscreen as illustrated inArticle 4 Table 8ofthe Miami Design District Retail Street SAP. Parking, drop-off drives and porte- cocheres nmayextendintnthe Second Layer with appropriate Facade nrLandscape treatment. For any above or below ground parking structures located at the intersection of two Thoroughfareo, a retail Liner shall be provided for a minimum nffifty feet (5U') in order tocomplement the surrounding architecture. Surface parking may extend into the Second Layer a maximum of twenty five percent (25%) of the length of the Primary Frontage up to e maximum of fifty (50) feet. except for Interim Parking which may be 10096 of the length of the Primary Frontage and shall comply with all other applicable City Code regulations. e. Underground parking may extend into the Second Layer, Ramps to underground parking shall be within the Second or Third Layers. The vehicular entrance of parking Lot orgarage on a Frontage shall be nowider than forty-five (45) feet and the nnininnunn distance between vehicular entrances shall be twenty (20) feet at the Property Line and may encroach into Setbacks. Where the vehicular entrance exceeds thirty (5O) feet inwidth, a median ofnot less than three (3) feet inwidth shall be provided between vehicular ingress and egress travel lanes toenhance pedestrian safety. THIS DOCUMENT |IA SUBSTITUTION TOORIGINAL, BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS F55 K0IAMI31 APPENDIX F:08IAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN A. Pedestrian entrances to all parking Lots and parking structures shall be directly from a Frontage Line. Underground parking structures should be entered by pedestrians directly from a Principal Building nrthe Pedestrian Passage, h. Buildings mixing uses shall provide parking for each Use. Shared Parking shall be calculated ac- cording i Where Lots are Abutting, underground parking may extend to Abutting Blocks and Loh;, including under Thoroughfares. Above -grade parking may extend into the Second Laver above o first floor liner with decorative fa- cade treatment matching the liner facade below nren art or green wall. Underground parking may extend above grade into a first floor liner if the Building Facade is designed to meet the Sidewalk in such amanner that fully obscures the Parking Area, 5.6.5 Architectural Standards (TO) a. Only permanent structures shall be allowed. Temporary struutureo, such as mobile homes, con- struction tnai|ern, travel trai|ens, nmcnaaUono| vehicles and other temporary sdruotures, shall not be allowed, except asotherwise permitted bythe City Code and this code. b. The Facades on Retail Frontages shall be detailed as storefronts with decorative Facade treatment or an art orgreen wall, and glazed no less than fifty per cent (50Y6) of the Sidewalk -level Story, with the following exceptions: ° Along NE 1st Avenue and NE 2ndAvenue a reduction between forty-nine percent (4896) and thirty percent (3O%)may brgranted bvSAP Permit. " Along NEJBth.3Bth.40th and NE41stStreets, @ reduction between forty-nine percent (49%)and thirty percent (3096) may be granted by SAP Permit with review by UDRB. Requests between twenty-nine percent (29Y6) to a minimum of fifteen percent (1596) shall require an SAP Permit and arecommendation ofapproval orapproval with conditions UyUDRB. ~ Along the Pedestrian Passage a glazing reduction below forty-nine percent (49%) may be granted by the SAP Permit, c Roof muhsho|o should be Ught-oo|nred, highA|bedo or of a planted surface and shall comply with Article 3. Section 3.132 of this Code. d. The Facade of parking garage that is not concealed behind a Habitable Liner and all Elevations shall be screened to conceal all internal elements such as plumbing pipes, fans, ducts and lighting. Ramping should be internalized wherever possible. Exposed spandrels shall be prohibited. The exposed top level of parking structures shall be covered o minimum of sixty percent (80%) with a shade producing structure such as, but not limited to, avinod pergola or retractable canvas shade structure. e. Building walls shall reinforce the continuity of the Pedestrian Passage by their surfaces and by their establishment of the edge, but Building walls may curve, angle, or deviate from the straight line that represents the Facade in the Miami Design District Retail Street SAP. Each 8hopfrontFacade may bean individual design. |nthe case ofAbutting 8hoofnontFanaden. THIS DOCUMENT |SxSUBSTITUTION TQORIGINAL. BACKUP ORIGINAL F56 CAN 8ESEEN 4JTHE END OFTHIS DOCUMENT. M[AM|21 APPENDIX F:08IAM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN Q. their designs shall be coordinated. Pm"a|b may extend beyond or above the walls of Abutting buildings and shall be designed and finished as if they were intended to be permanent as they may be seen from Thoroughfares, the Pedestrian Passage, and from surrounding BuUdings. Entrance doors shall be at Sidewalk grade or the grade of the Pedestrian Passage, with the excep- tion to entrance doors for existing Buildings and their additions. h. The visible exterior soffits of Balconies and roof overhangs and the ceilings of Arcades and Balconies shall be articulated with attention to materials and lighting given that the undersides of such elements are frequently more visible than the Facade. 5.6.6 Landscape Standards J6) a. Open Space 3AGU be calculated on an aggregate basis for all of the new Building Lots included as part of the Miami Design District Retail Street SAP and shall be a minimum of six and a half percent (6.5%) of the total new Building LotArea included atthetime of adoption of the Miami Design District Retail Street SAP and Development Agreement. Any parcel added to the Miami Design District Retail SAP Area through the processes described in the Development Agreement shall provide a minimum of ten percent (10Y6) ofits total new Building Lot Area to the aggregate [}pen Space requirement Area under permanent kiosks shall not becalculated aoOpen Space. 6.6'7 Ambient Standards (TG) a. Noise regulations shall beaoestablished inthe City Code. b. Average lighting levels measured at the Building Frontage shall not exceed 20 fc (foot-candles). c. Average Lighting of Building and contingent Open Spaces ahmU complement the street lighting of Abutting public spaces asillustrated inArticle 8nfthe Miami Design District Retail Street SAP, In- terior garage lighting fixtures shall not bevisible from Thoroughfares. d. The lighting fixtunasufexpoaedrooftoopadkingahaUbe concealed byaparapet wall and shall not beseen from surrounding Thoroughfares. e. Neither direct nor reflected light or glare shall extend or pollute beyond parapet walls, THIS DOCUMENT |S4SUBSTITUTION TQORIGINAL. BACKUP ORIGINAL CAN 8ESEEN 4JTHE END OFTHIS DOCUMENT. MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 BUILDING DISPOSITION LOT OCCUPATION a. Lot Area 5,000 s.f. min.; b. Lot Width 50 ft. min. c. Lot Coverage -1-8 Stories 93.5 % SAP aggregate - Above 8"Story 15,000 sq. ft. max. Floorplate for Residential & Lodging 30,000 sq. ft. max. Floorplate for Office & Commercial d. Floor Lot Ratio (FLR) 5 / 25% additional Public Benefit e. Frontage at front Setback 70% min. f. Open Space Requirements 6.5%min.SAPagg&improvements g. Density 150 du/acre max. * BUILDING SETBACK a. Principal Front b. Secondary Front c. Side d. Rear 10 ft.-max."; 20 ft. min. above 8" Story or 0' on certain Frontages""' 10 ft. max."; 20 ft. min. above 8", Story or 0' on certain Frontages*** 0 ft. min.; 30 ft. min. above 8" Story 0 ft. min.; 30 ft. min. above 8" Story e. Abutting Side or Rear T5 Abutting Side or RearT4 Abutting Side or Rear T3 0 ft. min. 1"' through 5" Story 10 ft. min. 6"' through 8'" Story 30 ft. min. above 8" Story 6 ft. min. 1" through 5" Story 26 ft. min. above 5" Story 10% of Lot depth** min.1"through 2nd Story 26 ft. min. 3'd through 5" Story 46 ft. min. above 5" Story BUILDING CONFIGURATION FRONTAGE a. Common Lawn b. Porch & Fence prohibited prohibited c. Terrace or L.C. d. Forecourt e. Stoop prohibited permitted f. Shopfront permitted permitted (T6-8 L & T6-8 0 only) g. Gallery h. Arcade permitted permitted BUILDING HEIGHT a. Min. Height b. Max. Height c. Max. Benefit Height 2 Stories 8 Stories 4 Stories Abutting all Transect Zones except T3. See Art 4 Table 2 for add'I limitations. • Or as modified in Diagram 9 "• See 5.6.1 " Or Established Setback REGULATING PLAN ILLUSTRATION 5.6 URBAN CORE TRANSECT ZONES (T6-8) BUILDING PLACEMENT PARKING PLACEMENT r se aA 2,3' nit 1. Bann Max. Height Mkt Helrfit 38' 3'INN ►4 ►4 L4,32111 3 d 1-aftf BUILDING HEIGHT 12 j L „ 'J I 10 1 R • • 30 mil 7 s 4 3 2 arm. ►4 ABUTTING SIDE & REAR .ALL ZONES EXCEPT TS. T4 & T3 2e min. 14 4 3 2 e nit . ,. ABUrRNG SCE & REAR T4 em 22 mh. r2 mn. amn. ►�2nd14 3rd 50%mex Late).Layer Law 4 3 2 amtl It ABUTTING SCE &REAR TS 8 7 . s 4e rrr. s N 3 2 10% of Lot depth** ►—N .413UTflG SIDE & REAR T3 "10% of Lot depth for Lots more than 120' deep 6' min for Lots Tess than 120' deep THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS F.58 DOCUMENT. MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP BUILDING DISPOSITION LOT OCCUPATION a. Lot Area 5,000 s.f. min. b. Lot Width 50 ft. min. c. Lot Coverage -1-8 Stories 93.5 % SAP aggregate - Above 8'h Story 15,000 sq. ft. max. Floorplate for Residential & Lodging 30,000 sq. ft. max. Floorplate for Office & Commercial d. Floor Lot Ratio (FLR) 8 / 30% additional Public Benefit e. Frontage at front Setback 70% min. t. Open Space Requirements 6.5 % min.SAP agg & improvements g. Density 150 du/acre max. * BUILDING SETBACK a. Principal Front b. Secondary Front c. Side d. Rear 10 ft. min.**; 20 ft. min. above 816 Story or 0' on certain Frontages*** 10 ft. min.**; 20 ft. min. above 8'" Story p 0' on certain Frontages*** ] 0 ft. min.; 30 ft. min. above 8'h Story AS ADOPTED - JULY 2012 REGULATING PLAN ILLUSTRATION 5.6 URBAN CORE TRANSECT ZONES (T6-12) BUILDING PLACEMENT PARKING PLACEMENT 8. 30 min. 0 at. 30 mh. p 2nd 3rd Layer Layer BUILDING HEIGHT Max � i-F 20 t ..„. L. r" _ ,- --' Max a 0 ft. min.; 30 ft. min. above 8m Story It Olt 12 1 e. Abutting Side or Rear T5 Abutting Side or Rear T4 Abutting Side or Rear T3 0 ft. min.; 10 ft. min. 61h through 8'h Story 30 ft. min. above 810 Story 6 ft. min. 1" through 5'h Story 26 ft. min, 6'h through 8" Story 30 ft. min. above 8Th Story 10% of Lot depth** min.14 through 2^* Story 26 ft. min. 3nd through 5m Story 46 ft. min. above 5'h Story BUILDING CONFIGURATION FRONTAGE a. Common Lawn b. Porch & Fence c. Terrace or L.C. d. Forecourt e. Stoop f. Shopfront g. Gallery h. Arcade prohibited prohibited prohibited permitted permitted permitted (T6-12 L & T6-12 O only) permitted by Special Area Plan permitted by Special Area Plan BUILDING HEIGHT a. Min. Height b. Max. Height 2 Stories See Art 4 Table 2 for add'I limitations. 12 Stories c. Max. Benefit Height 8 Stories Abutting all Transect Zones except T3, except north of 40th St. 2 Stories * Or as modified in Diagram 9 ** Or Established Setback I•+n HOPI II 9 V 30 min. 7 6 s 4 3 2 Orrin. 1 1st Layer r & 3rd Layer 20 12 25'mh • 1St 4 end&3rd Leff/ 0 mh ►-4 .4 I2nd �04 3rd Layer 1 9 30' min IOmn. fi 2 tin*. ABUTTING SIDE OR REAR ALL ZONES EXCEPT ABUTTING SIDE OR REAR T5 L ' 120 1 1 T12 30 Mkt 7 26' mn. 3 2 6' min. �r ABUTTING SIDE 0R REAR T4 12 7 ►--146' rrin 0 min 26 mil. 3 2 10%d Lot depth"' ►-i4 r ABUTTING SIDE 0R REAR T3 "10% of Lot depth for Lola more than 120' deep 6' min for Lots less than 120' deep THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL F.59 CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 ARTICLE 6. SUPPLEMENTAL REGULATIONS 6.3.1 Large Scale Retail REGULATING PLAN A single commercial establishment occupying more than 55,000 square feet of Floor Area in the Miami Design District Retail Street S.A.P. shall be permitted subject to the following requirements: LARGE SCALE RETAIL LOCATION LOT SIZE By Warrant in D1 By Right in D2. Section 6.3.1 "Additional Requirements" shall not apply. As required by Transect Zone COMMERCIAL AREA LIMITATIONS Minimum: 55,000 square feet REQUIREMENTS WHEN ABUTTING A MORE RESTRICTIVE TRAN- SECT PARKING ADDITIONAL REQUIREMENTS • A minimum of one (1) shade tree with a minimum Height of twelve (12) feet shall be planted at twenty-five (25) feet on center along the perimeter of the wall • Additional landscaping in the form of shrubs and Buffer plant material shall also be required. • All required Parking shall conform to the Transect Zone. • At ground level: Habitable Space such as Liners to conceal Parking Structures or Parking Areas, must be provided for at least sixty-five (65%) percent of linear street Frontages. • Second floor level: Habitable Space such as Liners to conceal Parking Structure, with a combination of architectural articulation for all linear street Frontages shall be required; however, in no case shall the Habitable Space Liners be less than forty percent (40%) of all linear street Frontages. • Third floor level and above: Habitable Space such as Liners to conceal Parking Structure, with a combination of architectural articulation for all linear street Frontages shall be permitted; however, in no case will the Habitable Space Liners be less than twenty-five percent (25%) of all linear street Frontages. • A decorative facade, art wall or green wall may substitute for the Liner on a maximum of two street Frontages. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. F.60 MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN 6.5 SIGN STANDARDS 6.5.1.5 GENERAL REQUIREMENTS The following general requirements and limitations shall apply with regard to Signs, in addition to provi- sions appearing elsewhere in this code. No Variance from these provisions is permitted unless otherwise provided herein. a. Any Sign allowed herein may contain, in lieu of any other message or copy, any lawful non -Commercial message, so long as said Sign complies with the size, Height, Area and other requirements of this code and the City Code. b. Limitations on false and misleading Signs. It shall be unlawful to post any Sign that is false or mis- leading. c. No Sign adjacent to a T3, T4-R, T5-R or T6-R zone shall be illuminated or Flashing unless such Signs are specifically authorized by the regulations for the Transect in which erected. Whether or not illuminated or Flashing Signs are authorized generally within a zone, no Flashing Sign shall be permitted within one hundred (100) feet of any portion of property in a Residential district located north of NE 42nd Street, as measured along the street Frontage on the same side of the street, or as measured in a straight line to property across the street, if the flashing element of such Sign is directly visible from the Residential property involved. d. Revolving or Whirling Signs and pennant or streamer Signs are hereby prohibited unless such Signs are specifically authorized by the regulations for the Zone in which erected. e. Signs of historic significance. Any Sign determined to be of historic significance by the Historic and Environmental Preservation Board, through resolution that makes findings according to the Chapter 23 of the City Code, may be exempted by Warrant from any Sign limitation imposed by this code. The placement of said Sign may be as approved according to the considerations and standards of Warrant approval, as the criteria in Chapter 23. f. Variances for Height on freestanding outdoor Advertising Signs may be granted by the Planning, Zoning and Appeals Board, pursuant to the limitations set forth in this code and upon compliance with the following: 1. An application for a Height Variance for a freestanding outdoor Advertising Sign may only be submitted, and accepted by the City, if the Height Variance is necessary due to a government action which renders the Sign not visible from the roadway(s) which it was intended to be viewed from; said government action will only be considered a justification for the requested Variance if the action occurs after the Sign has been legally erected under the provisions of the zoning ordi- nance in effect at the time the Sign was built. A legally erected Sign that was legally constructed and not in compliance with the Height provisions of the Zoning Ordinance may not justify the noncompliant Height as hardship for a Variance request; only a subsequent government action, which physically impedes the visibility of a Sign, will be considered a valid justification; 2. Any application for a Height Variance for a freestanding outdoor Advertising Sign must be ac- companied by line of sight studies from the roadway(s) which such Sign is intended to be viewed from; and THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. F.61 y0IAM|21 APPENDIX F:YNV\NY|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN 3. AfinUing must be made that the Variance be requested is the minimum Variance necessary to rnokeounh8ignvisib|efronntheroedwmy(s)whiohsuchGigniointendedtobevievvedhnm. 4. /n addition, this section shall not apply toany Sign with nonconforming status. 0. All Temporary Signs shall comply with the requirements of Chapter 62 of the City Code. h. All Signs shall comply with the vision clearance standards ofthis code. i AWarrant shall be required for establishment of community or Neighborhood bulletin boards, includ- ing kiosks in districts where permiosib|e, but noSign permits shall be required for posting of notices thereon. Size and location standards shall be as set forth in the districts where permissible. Subject to approval by the officer o[agent designated by the City Manager, such bulletin boards or kiosks may be erected onpublic property. Conditions ofthe Warrant shall include assignment ofresponsi- bility for erection or maintenance, and provision for removal if not properly maintained. Freestanding Signs higher than seven (7) feet in height are prohibited in TronsectZones T0-24, T6-38. T6-48. T6'00. and T6-80. Free standing Signs above seven (7)feet in height are allowed By Right in Oiotrict(0) Zones and may be permitted by Warrant in all other Zones, subject to any ap- plicable Design Guidelines. These regulations do not apply to those signs regulated under Chapter 03. Article 13 of the City Code. k. Painted vvaU Signs are prohibited in TranseotZbnes T6-24. T6-30. T6-48. T6-00. andTG-80. Painted wvaU Signs are allowed By Right in District (D)Zones and may be permitted bvWarrant in all other Zones, subject toany applicable Design Guidelines. Painted wall Signs shall belimited toon-premises business identification signage as more specifically regulated in each tranneotzone per Section 6.5.2. These regulations do not apply to those signs regulated under Chapter 62, Article 13 of the City Code. 6.5.2 TRANSECTSPEC|F|C STANDARDS 6.5.2.1 GENERALLY a. Criteria. In the review and approval ofSigns, the City shall ensure compliance with all applicable sections of the Florida Building Code and ensure that the Signs comply with the zoning regulations of this code including: 1. The size and Area of the Signs comply with the specifications set forth for the type of Signand the Zone inwhich the Sign is to be located; and. 2. The Signs comply with location standards onthe subject property orStructure asspedfiodherein. 6.5'3.5T4-0' T5-L' T5'0' TG~L, T6~0. CI -HD, D1, O2Ay4C) 03 Except as otherwise provided, the following Signs are permitted and may be illuminated but shall not beAnimated orflashing. a. For a single establishment within a Building: THIS DOCUMENT |SASUBSTITUTION T0ORIGINAL, BACKUP ORIGINAL CAN B[SEEN ATTHE END 0FTHIS DOCUMENT, M8LAM|31 APPENDIX F:M8W\M|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN 1 Wall Signs. When msingle establishment takes upanentire Building, wall Signs shall bmlimited to one and one half (11 1/2) square feet of Sign Area for each lineal foot of Building Facade area. Each establishment is permitted one (1) Identification Sign and up to two (2) Secondary Identification Signs per 8hopfront Facadm, all of which ohmU be subject to the aggregate Sign Area. The Sign Area for each Shopfront Facade shall be calculated independently, Wall signs shall be limited to registered trade names, logo brand marks, swashed, simple lines, back plates and other decorative touches. Tag lines, bylines, merchandise or service descriptions are not permitted. The Copy Area of each Identification Sign and Secondary Identification Sign aheU be com-puted by surrounding each Sign with a square or rectangle shape in order to calcu- late the area. Elements such aslogo brand marks, sw/aohes.simple lines, back plates or other decorative touches shall not be included as part of the Copy Area. Letter height shall be determined by measuring the tallest letter of an Identification Sign or Secondary Identification Sign, inclusive of swashes, ascenders, and descenders. Identification Signs and Secondary Identification Signs shall not exceed eighty percent (80%) of the width of the Shopfront Facade. The combined area of all Identification Signs and Secondary Identification Signs shall not exceed thirty-five percent (35%) of the area of the Shopfront Facade. 2. Window Signs. Attaohedo' naehaUnntexceedthirtv-five(35Y6)ofUleQ|oanedonaoofthewin- dow in which placed. Number of such Signs in not limited by these regulations, but the Window Sign anaou shall be included as pert ofaggregate wall Sign Area, as limited above. Only trade names or graphic logos may be used. Store description, advertisements, or tag lines are not permitted. The entire graphic ohoU be mounted below 48^ in height from finished floor and all applied graphics shall be adhered to the interior side of the glass. Painted Signs in the form of artistic murals may be allowed bySAP Permit. 3. Projecting Signs. Shall be limited to one (1) Sign structure with no more than two (2) Sign sur- faces, neither of which shall exceed forty (40) square feet in Sign Area: however, such permis- sible Sign Area may beincreased toeighty (8O)square featvvheoymaximum projection fronnthe face of the Building is two (2) feet o, less; sixty (60) square feet where projection is more than two (2) and less than three (3) feet; and forty (40) square feet where projection is at least three (3), but not more than four (4) feet, The aggregate Area of such Signs shall be included as part ofaggregate wall Sign Area, oalimited above. 4� Ground/Freestanding Signs. OheU be limited to one (1) Sign structure with no more than two (2) Sign aurfamas, neither of which shall exceed forty (40) nquemr feed in Sign Area for each es- tablishment or for each one hundred (1100) feet of street Frontage. Permitted Sign Area may be cumulative, but no Sign surface shall exceed one hundred (100) square feet, MeXimVnn Height limitation shall be twenty (2U) feet including embellishments, measured from the crown of the nearest adjacent local or arterial atrea1, not including limited eoceoa highways or expressways, provided, however, that the Zoning Administrator may increase the measurement of the crown byuptofive (5)feet toaccommodate unusual orundulating site conditions. 5. Tenant Logo Treatment. Identification Sig noge (fascia wall signs, for example) can beinter-mixed with large expressions and artistic interpretations of the tenant brand logo marks. Tenant logos may be considered as larger scaled artistic expressions of the merchandising and can be used at o large urban Building scale, as Building potterns, or may be incorporated into the Building THIS DOCUMENT |5ASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN DESEEN ATTHE END 0FTHIS M8U\M|21 APPENDIX F:K0[4M|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN architecture itself, so as to be considered a part of the Building and Facade expression. Building wraps are not permitted. All Tenant Logo Treatment shall not be calculated aapart ofaggregate Facade Sign Area. Where atenant logo orany letter, numeral, character, figure oremblem will cover more than fifty percent (5096) of the area of the Building Facade, such architectural or artistic treatment shall require approval bySAP Permit. 7. Building Address Signs. Building addresses will not be calculated as part ofaggregate wall Sign Area, aolimited above, R. VVeU Mounted Plaque, Not more than one (1) such Sign, not exceeding four (4) square feet in area, may be located adjacent to entry doors. Wotog|inea. s|ogano, service or product descrip- tions are permitted in the text. AVVeU Mounted Plaque shall be calculated as part of aggregate Facade Sign Area, aalimited above. 8. Inlaid Entry Vestibule Floor Signs. Not more than one (1)such Sign ncdexnmedingben(1O)oquanm feed in area, may be recessed into the floor, located solely within tenant lease line at the entry vestibule of the store, and integrated flush into the surrounding flooring system. Such Signs must be fabricated out of durab|e, non -slip nnab»ha|e. Inlaid Entry Vestibule Floor Signs eh3U not be calculated oopart ofaggregate wall Sign Area, aalimited above. 10. Interior Signs. 8ignage, mounted inside the store three (3)feet beyond the Shoofnznt Facade, viewed from the pedestrian walkway will not be om|ou|atad as part of aggregate Facade Sign Area, as limited above, Any Signage mounted inside the store within three (3) feet of the Shop - front Facade shall be considered a Window Sign and governed by the requirements of Sec. 11. Video and animated architectural Facade treatments may be used as approved by Warrant, 12. Prohibited Sign Types, Following is a list of prohibited sign types: ° ° ° ° ~ ° ° ~ ° ~ ° ° Suspended blade signs. Moving' notghng, or flashing aigna, except video facade treatments permitted via SAP Permit. Signs with exposed neon, vacuum -formed p|aetic, and internally illuminated p|ex-faced box signs. Parapet -mounted signs orsigns which project ebnvetheparaped. Pointed tenant identity signs, except artistic nnuns|e permitted via SAP Permit. Balloon or inflatable signs. Signs which emit sound, odor, or any visible matter, except audio video permitted through the SAP Permit. Simulated materials, |.e, plastic laminate, paper, cardboard, foam, Sentra. Freestanding tenant identity signs and portable signs such as A -frame sandwich boards. Signs advertising the availability ofemployment opportunities. Signs with tag |ineo, o|ogano, phone numbers, or service description. Signs attonhed, painted on, orotherwise affixed totrees and landscaping. b. For a single Building with more than one establishment opening up to the outdoors: THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS DOCUMENT, K8iAK8|21 APPENDIX F:K8k\M|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN 1. VVoU Signs. The Building inwhich the establishments are located shall be allowed one (1) wall Sign, limited toaBuilding Identification Sign, not exceeding fifty (5O)square feet inArea, for each face of the Building oriented toward the street, In addiUon, each individual establishment within a Building that has a oeporoba entrance tothe outdoors (available to the general pub|ic, whether on the ground floor or on an upper |eve|), and a minimum Frontage of twenty (20) linear feet to the outdoors, shall beallowed the following Signs: ~ ~ ° AvvaU Sign not to exceed one (1) square foot in Area for each linear foot of Frontage of the establishment. Window Signs not to exceed twenty percent (20%) of the glass area of the window or glass door in which placed; such Window Signs may be painted or attached. The number of such Signs is not limited by these nagu|adona, but aggregate Area shall be included as part ofaggregate wall Sign Area, as limited above. A hanging (as in under an Awning or similar Structure) Sign not to exceed three (3) square feet in Area. 2. Window Signs. Attached signs shall not exceed thirty-five (3596) of the glassed area of the window in which placed. The number of such Signs is not limited by these regu|ationo, but the total areas shall be included as part ofaggregate wall Sign Area, as limited above. Only trade names urgraphic logos may be used. Store descriptions, advertisements, or tag lines are not permitted. The entire graphic shall be mounted below 48^ in height from finished floor and all applied graphics shall be adhered to the interior side of the glass. Painted Signs in the form of artistic nnuro|a may he allowed by SAP Permit. 1 Projecting Signs. Shall be limited to one (1) Sign structure with no more than two (2) Sign sur- faces, neither of which shall exceed forty (40) square feet in Sign Area; however, such permis- sible Sign Area may be increased to eighty (80) square feet where maximum projection 'from the face of the Building is two (2) feet or less; sixty (OO) square feet where projection is more than two (2)and less than three (3)feet; and forty (4O)square feet where projection isat|eaotthree (3), but not more than four (4) feet. The aggregate Area of such Signs shall be included as part ofaggregate wall Sign Area, malimited above. 4. Ground or freestanding Signs. Shall be limited to one (1) Sign structure with no more than two (2) Sign ourfoces, neither of which shall exceed forty (40) square feet in Sign Area for each es- tablishment or for each one hundred (100) feet of street Frontage. Permitted Sign Area may be cumu|aUve, but no Sign surface shall exceed one hundred (100) square feet. Maximum Height limitation shall be twenty (20) feet including embellishments, measured from the crown of the nearest adjacent local or arterial street, not including limited ocoaas highways or expressways, provided, hovvever, that the Zoning Administrator may increase the measurement of the crown by up to five (5) feet to accommodate unusual or undulating site conditions. n. For outdoor advertising business Signs. Outdoor advertising business Signs shall be permitted as accessory Uses to principal Commercial Uses, and such Signs shall further be |inndad as follows: 1, Signs ehoU be vvaU mounted only on side walls of the existing principal Commercial Structure and shall not bafreestanding; 2. Signs shall belimited toone Sign per Structure only; 3. Sign Area shall be limited to no greater than thirty-two (32) square feet; THIS DOCUMENT |5ASUBSTITUTION TOORIGINAL, BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS DOCUMENT. MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED • JULY 2012 REGULATING PLAN 4. Permissible Sign Area may only be utilized on a Commercial Structure which has the allowable thirty-two (32) square feet of Sign Area unused from the total permissible wall Sign Area for the Structure in question (not counting the twenty (20) square feet of wall Signs allowable per es- tablishment); and 5. Such Signs may either be painted or mounted onto the subject wall. 6.5.3 Limitations on Signs Above a Height of Fifty (50) Feet Above Grade Except as otherwise provided in a specific Transect Zone, the following regulations shall apply to all Signs above a Height of fifty (50) feet above grade: a. Signs shall be limited to the identification of the Building or the name of one (1) major tenant of the Building occupying more than five percent (5%) of the gross leasable Building Floor Area. Not more than two (2) Signs per Building on two (2) separate Building Facades shall be permitted. b. Signs shall consist of individual letters or a graphic logotype, including embellishments such as borders or backgrounds. c. The maximum height of a letter shall be as indicated in the table below. any portion of a Sign over fifty (50) feet but less than two hundred (200) feet above grade 4 FEET any portion of a Sign over two hundred (200) feet but less than three hundred (300) feet above grade any portion of a Sign over three hundred (300) feet but less than four hundred (400) feet above grade 6 FEET 8 FEET any portion of a Sign over four hundred (400) feet above grade 9 FEET d. The maximum height of a logo may exceed the maximum letter height by up to fifty percent (50%) if its width does not exceed its height. When text and a graphic logotype are combined in an inte- grated fashion to form a seal or emblem representative of an institution or corporation, and when this emblem is to serve as the principal means of Building identification, the following regulations shall apply. any portion of a Sign over fifty (50) feet but less than two hundred (200) feet above grade any portion of a Sign over two hundred (200) feet but less than three hundred (300) feet above grade. any portion of a Sign over three hundred (300) feet but Tess than four hundred (400) feet above grade 200 SQ. FT 300 SQ. FT 400 SQ. FT any portion of a Sign over four hundred (400) feet above grade 500 SQ. FT F.66 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. K8NM|21 APPENDIX F:UNIAM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN e The maximum length of the Sign shall not exceed eighty percent (80%) of the width of the Building vvoU upon which it is p|oced, on measured at the height nfthe Sign. The Sign shall consist of not more than one (1) horizontal line orone (1)vertino| ofletters Orsymbols, unless bisdetermined that two (2) lines of lettering would be more compatible with the Building design. The total length of the two (2) lines of lettering, end -to -end, if permitted, shall not exceed eighty percent (80%) of the width of the Building vvmU. t Deviations from the maximum size of letter, logotype, length of Sign or number of Signs may be granted by Waiver. g. All Signs higher thonfiftv/5O>feet above grade may bepermitted bvWarrant and shall bereviewed based onthe following guidelines: 1. Signs should respect the Architectural Features of the Facade and be sized and placed subor- dinate to those features. Overlapping of functional windows, extensions beyond parapet edges obscuring architectural ornamentation or disruption of dominant Facade lines are examples of Sign design problems considered unacceptable. 2. The Sign's color and value (shades of light and dark) should be harmonious with Building materi- als In the case nfa lighted 8ign, a reverse channel letter that silhouettes the Sign against a lighted Building hone or the subtle application of illuminated letter returns is desirable, Lighting of Sign should be accompanied by accent lighting of the Building's distinctive Architectural Features and especially the Facade area surrounding the Sign. Lighted Signs on unlit Buildings are un- acceptable, The objective is o visual lighting emphasis on the Building with the lighted Sign as subordinate. 4. Feature lighting of the Bui|ding, including exposed light elements that enhance Building lines, light sculpture or kinetic displays that meet the criteria of the Miami -Dade County art -in -public places ordinance, shall not be construed as Signage subject to these regulations. 6.5.4 Special Area Plan Directional Sign Package The Miami Design District Retail Street SAP Directional Signage shall serve to both identify the district and ensure that visitors are able toeasily navigate the district through the delivery ofinformation about the Miami Design District Retail Street SAP area. A proposed Directional Sign package may allow greater flexibility in sign regulations when the flexibility results in a higher nrspecialized quality design. Sign designs shall preserve the characteristics of the surrounding community and create a Sign package that reinforces the district's identity. A Directional Sign package for the Miami Design District Retail Street SAP shall require approval hySAP Permit. THIS DOCUMENT |S A SUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS DOCUMENT, MLAM|21 APPENDIX P:K8L4M|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN ARTICLE 7. PROCEDURES AND NONCONFORMITIES 7.1.2 Permits The permits that maybe necessary to develop property within the M|am� Design District Retail Street GAP area include the following: Warrant; Waiver; Exception; Variance; GAP Permit; and amendment to the Miami Design District Retail Street SAP, The permits, with the exception ofthe SAP Permit, are illustrated in Article 7, Diagram 14. In addition, certain approvals may be necessary to confirm that uses are permitted under the Codo, these include zoning approval (by right), certificate of use, planning determinahon. or zoning interpretation. Permits issued in error shall convey no rights to any party. The Zoning Administrator shall require corrections to be made unless construction has commenced on that portion of the construction that was permitted in error, 71.2.10 Miami Design District Retail Street SAP Permit a.SAP Permit. AU Development of 8tnuobunas or authorization of Uses within the Miami Design District Retail 8tnaed SAP area identified as permitted by SAP Permit shall be reviewed and approved as set forth below. 1. Review and approval process. a. Applications for SAP permits shall be made onforms provided bvthe city and, in add0nn, shall be accompanied by any information reasonably deemed necessary by the Planning Director to render decision on the subject application. The Planning Director shall review each submitted application for aSAP Permit for completeness. Unless aBuilding was specifically approved aspart of the Special Area Plan, all Buildings shall be reviewed by the Planning Director, after referral for recommendation to the Coordinated Review Committee (CRC) for conformance tu the P|an, prior bJthe issuance nfthe Building Permit, consistent with the requirements nfSec. 5.S.1.gofthis Code. All applications for Uses within the Miami Design District Retail Street SAP authorized by the SAP Permit shall be reviewed by the Planning Director without need for referral to the CRC. b. Where there is no referral to the CRC. the Planning Qirec`torahaU issue a notice of an intended decision within twenty-one (21) calendar days of determination that the SAP Permit application is complete. Where there is a referral to the CRC. the Planning Director shall issue a notice of an intended decision within fifteen (15) calendar days of the meeting date of the CRC. The applicant shall have seven (7) calendar days from receipt ofthe notice of the intended decision to request a conference with the Planning Director to discuss revisions or provid additional information regarding the application. Within ten (10) calendar days of the conferenoe, or if no conference is requested within ban (10) days of the notice of the intended decision, the Planning Director shall issue his decision with written findings and determinations regarding the applicable criteria set forth in this section and any other applicable regulations as they relate to the application. The applicant and the Planning Director may mutually agree to an extension of time for the issuance of the final decision. The findings and determinations shall be used to approve, approve with condition, or deny the SAP Permit application. o. The Planning Director shall appnove, approve with oondibons, or deny the SAP Permit application. Approvals shall be granted when the application is consistent with the Comprehensive Plan, the Agree - THIS DOCUMENT |SASUBSTITUTION TDORIGINAL. BACKUP ORIGINAL CAN BESEEN ATTHE END OFTHIS DOCUMENT. K8WJN|21 APPENDIX F:K8IAM|DESIGN DISTRICT RETAIL STREET SAP n1entConditional approvals shall bogranted when the application requires the imposition ofcondi- tions in order to be consistent with the Comprehensive Plan, the Miami Design District Retail Street SAP, and the terms of the accompanying Development Agreement, Denials of applications shall be issued if, inthe estimation ofthe Planning Director, conditions and safeguards have been consid- ered and the application is still found to be inconsistent with the Comprehensive Plan, the Miami Design District Retail Street 8AFP, and the accompanying Development Agreement. The decision of the Planning Director shall include on explanation of the code requirements for an appeal of the decision. The Director shall include a citation of the legal authority supporting the denial ofanSAP Permit application. 2� Review Criteria. A GAP Permit shall be approved if the application is consistent with the Comprehensive Plan, the Miami Design District Retail Street SAP, and its accompanying Development Agreement. The Planning Director shall further consider the criteria set forth in Table 12 of Article IV where 3. Appeal tVthe Planning, Zoning and Appeals Board. The GAP Permit applicant may appeal the determination of the Planning Director within fifteen (15) calendar days of the issuance of a final decision. Appeal of the determination of the Plan- ning Director shall be filed with the Office of Hearing Boards and shall be heard cle novo by the Planning, Zoning and Appeals Board. The Board shall determine whether to affinn or reverse the determination of the Planning Director. Should the Board choose to reverse the determina- tion of the Planning [)inector, where the Planning Director previously denied the SAP Permit, the Board may approve the permit as requested by the applicant or approve with conditions and safeguards necessary to ensure the SAP permits consistency with the Comprehensive F|an, the Miami Design District Special Area Plan, and the terms ofthe accompanying Development Agreement. The SAP Permit applicant may appeal the ruling of the F1annimg. Zoning and Appeals Board to the City CVnnnnioninn within fifteen (15) calendar days of the issuance of its ruling, Such ap- peals shall be filed with the Office of Hearing Boards and shall be considered de nnv0 by the City Commission, The City Commission shall determine whether to affirm or reverse the ruling of the Board. The filing of all appeals shall state the specific reasons for such appeal and shall bemade nn f0rrnn designated by the Office of Hearing Boards together with the payment ofany required THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN D[SEEN ATTHE END OFTHIS DOCUMENT. K0LAM|21 APPENDIX P:88LAM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN ARTICLES. LANDSCAPING REQUIREMENTS 9'5 MINIMUM STANDARDS The following standards shall be considered OliniOJuOn requirements unless otherwise indicated: 0.5'3TREES a. Tree Size All trees, except street trees, shall be a minimum of twelve (12) feet high and have a minimum caliper mrdiameter atbreast height (OBH)nftwo (2)inches attime ofplanting, except that thirty (3U)percent of the tree requirement may be met by native species with a minimum height of ten (10) feet and a minimum caliper ofone and one-half (1 1/2) inches attime Vfplanting. b. Street tree size and spacing Street trees shall be of species typically grown in Miami -Dade County which normally mature to o height of fifteen (15) feet and a minimum caliper of three (3) inches at time of planting, and shall be provided along all roadways at a maximum average spacing of thirty (30) feet on center, except as otherwise provided in this Article, The thirty (30) foot average spacing requirement for multiple single family units and townhouse shall be based on the total lineal footage of roadway for the entire project and not based on individual Lot widths. Street trees shall be p|omzd within the swva|e area or shall be placed on private property where demonstrated to be necessary due to right-of-way obstructions as determined by the Public Works Department. Street trees planted along private roadways shall be placed within seven (7) feet of the edge of roadway pavement and/or where present within seven (7) feet of the sidewalk. c Power lines VVhena the height and location of overhead power -lines requires the planting oflow growing trees, street trees shall have a nn|n|munn height of eight (8) feet, a nnininnum caliper of one and one-half (1112) inches at time of planting, and shall meet the following requirements� 1. Single trunk trees clear of lateral branches to four (4) feet and/or multi trunk trees or tree/shrubs, as referenced in the Landscape Manual, cleared of foliage to a height nffour (4) feet. 2. Amaximum average spacing oftwenty-five (25)feet oncenter. 3. Maturing to o height and spread not encroaching within five (5) feet ofoverhead pVvverdiotribu' tion lines, 4. Under high voltage (50kV and above) transmission lines installed independent of underbuiltdistri- bution|inen.treeheightondspraadshoUnutexcead1heminimumapproachdistonuesopecihad inthe current ANSI (American National Standards Institute) Z133.1 Standards, as referenced in the Landscape Manual. 8.6.5 MINIMUM NUMBER {JFTREES The minimum number of required trees, in addition to street trees, is referenced in Table A. Within the Miami Design District Retail Street SAP, where the trees provided exceed the minimum cali- TH|SDOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN BESEEN ATTHE END 0FTHIS DOCUMENT. MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN per or DBH requirements set forth in Sec 9.5.3.a and 9.5.3.b, the total number of required trees may be reduced, so long as, at the time of planting, the total minimum caliper or DBH provided is equal to or greater than the total minimum caliper or DBH for the number trees required in Table A and Sec. 9.5.3.b at the time of planting. Zoning District Sub -Urban T3-R T3-L T3-O Urban General TABLE A Number of Trees Required Maximum Lawn Area Per Acre of Net Lot Area Per Lot Percent of Req. Open Space 50% 50% 50% T4-R 28 60% T4-L 28 60% T4-O 28 60% Urban Center T5-R 22 20% T5-L 22 20% T5-O 22 20% Urban Core T6-R T6-L 22 22 20% 20% T6-O 22 20% District D1 D2 22 15 20% 20% D3 Civic 15 20% CI CS N/A N/A *Requirements determined by most restrictive abutting Transect Zone Where a conflict exists, the requirement imposing the higher standard shall apply. a. Urban Center and Urban Core Transect Zones. In Urban Center or Urban Core Transect Zones, if the minimum number of trees required cannot be reasonably planted on the ground level of the subject property, the applicant may plant twenty-five percent (25%) of the required trees on upper F.71 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. N1IAM|21 APPENDIX F:K8LAM|DESIGN DISTRICT RETAIL STREET SAP ASADOPTED 'JULY3012 REGULATING PLAN levels such as open recreation areas or exposed decks. b. Off -site tree planting. If the minimum number of trees required cannot be reasonably planted within the Miami Design District Retail Street SAP Area, the applicant may enter into an agreement with the city, as approved by the department, to plant the excess number of required trees on public property in the following order of priority: (i) elsewhere within Design District; (ii)vvithin one (1) mile of the Design District� or (iii) within any City park. c Tree trust fund. If the minimum number of trees required cannot be reasonably planted an the subject property, but as an alternative tothe off -site tree planting option provided in subsection 9.5.5.b, the applicant shall contribute into the oib/'s tree trust fund the ounn of one thousand dollars ($1000.00) for each two (2) inch caliper tree required in accordance with Table A of section 9.5.5. A city resident with current proof ofresidency and hVnneohamd status shall contribute five hundred ($500.00) for each two (2) inch caliper tree required in accordance with Table A of section 9.5.5. d. Grassed areas that are to be used for organized sports such as football and soccer or other similar sports or playgrounds, that are clearly identified on a landscape plan shall not becounted toward calculating tree and maximum lawn area requirements. e. Trees shall be planted to provide shade to residential structures of a height ofthir-tv-Dve (35) feed or less. At least two (2) required lot trees ohmU be positioned in the energy conservation zone as defined herein. All exterior air conditioning units, except for air conditioning units placed on the roof, shall be shaded by trees and/or shrubs as referenced in the Landscape Manual. g- Pu|nnsofafourtemn (14)foot minimum overall height and minimum caliper ofthree (3) inches adtime ofplanting shall count anorequired tree onthe basis oftwo (2) palms -per tree, except oeprovided herein for pm|rno used as nfstreet trees, No more than thirty (30) percent ofthe minimum tree re- quirements shall be palms. Existing trees required by law to be preserved on site and that meet the requirements of Section 9.5.3, may be counted toward fulfilling the minimum tree requirements. h. Prohibited and controlled tree speciesaheU not be counted toward fulfilling minimum tree require- ments. Prohibited trees shall be removed from the site after obtaining approval ofatree rernVvm| T. No less than thirty (30) percent of the required trees and/or palms shall be native species. No less than fiMv (50) percent ofthe required trees shall be low maintenance and drought tolerant species. k. Eighty (8C) percent nfthe trees shall belisted inthe Miami -Dade Landscape Manual, the Miami -Dade Street Tree Master Plan and/or the University of Florida's Low -Maintenance Landscape Plants for South Florida list. In order to prevent adverse environmental impacts boexisting native plant communities, cabbage palms (Gaba|palmetto) that are harvested from the wild shall not be used to satisfy minimum land- scaping requirements. Only existing cabbage palms (Saba[ palmetto) which are rescued from gov- ernment approved donor sitea, transplanted within the site, or commercially grown from seed shall THIS DOCUMENT BASUBSTITUTION |OORIGINAL. BACKUP ORIGINAL CAN BLSEEN ATTHE END 0FTHIS DOCUMENT. M|AM|31 APPGNDIXF: MIAM|DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 REGULATING PLAN be counted towards the minimum tree and native plant requirements. m. When trees are planted within the right-of-way, the owners of land adjacent to the areas where street trees are planted must maintain those areas including the treea, plants and and, using prun- ing methods specified in this Code. A covenant executed by those owners is n*quinad, or special taxing district must be created to nnoinbs|n these areas. VVhena the Stahs. County or municipality determines that the planting of trees and other landscape material is not appropriate in the public right-of-way, they may require that said trees and landscape material be placed on private property. n. Consideration shall be given to the selection of trees, plants and planting site to avoid serious prob- lems such as clogged sewers, cracked sidewalks, and power service interruptions. THIS DOCUMENT IS ASUBST|TUT0N TOORIGINAL. BACKUP ORIGINAL CAN @ESEEN ATTHE END OFTHIS D0[Un4ENT� F7J MIAMI 21 APPENDIX F: MIAMI DESIGN DISTRICT RETAIL STREET SAP AS ADOPTED - JULY 2012 CONCEPT BOOK SAP 2.4 CONCEPT BOOK THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. F.74 MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN MIAMI DESIGN DISTRICT ASSOCIATES I DUANY PLATER-ZYBERK S COMPANY, LLC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. This page has been intentionally left blan THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan Project Team List & Index of Drawings PROJECT TEAM Applicant Team Leader: Miami Design District Associates 3841 NE 2nd Avenue Miami, Fl. 33137 Program Manager: Coastal Construction 5959 Blue Lagoon Drive, Suite 200 Miami, Florida 33126 Master Planner: Duany Plater-Zyberk & Company, LLC 1023 SW 25th Avenue Miami, FL 33135 Traffic Engineer: Kimley Horn and Associates 5200 NW 33rd Avenue Ft. Lauderdale, FL 33309 Parking Consultant: Walker Parking Consultants 6602 E 75th Street, Suite 210 Indianopolis, IN 46250 Lighting Design: Speirs and Major 11 - 15 Emerald Street London WC1N 3QL Landscape Consultant: Island Planning Corporation 248 Washington Ave #D Miami Beach, FL 33139 Signage: RSM 160 Avenida Cabrillo San Clemente, CA 92672 Architect: Aranda\Lasch 212 Forsyth Street New York, NY 10002 Architect: Keenen Riley 3841 NE 2nd Avenue, Suite 400 Miami, FL 33137 Architect: SBA 2333 Ponce de Leon Blvd, Ste 1000 Coral Gables, FL 33134 DUANY PLATER-ZYBCRK & COMPANY CH!1 ec S AND TOWN LANNERS DRAWING INDEX Project Team List & Index of Drawings Section Al: Overall Site Information A1.1 Location in the Region A1.2 Surrounding Neighborhoods A1.3 Site Photos A1.4 Special Area Plan Properties A1.5 Special Area Plan Properties and Boundary A1.6 Existing and Proposed Future Land Use Maps A1.7 Existing and Proposed Zoning A1.8 Existing Conditions Al .9 Illustrative Master Plan A1.10 New Building Lot Coverage/Open Space Al 11 Proposed Buildings/Proposed Uses by Floor A1.12 Proposed Uses by Floor A1.13 Proposed Uses by Floor Section A.2 - Thoroughfares and Circulation A2.1 Proposed Frontages A2.2 Parking Management Program A2.3 Site Circulation from Major Thoroughfares & Highways A2.4 Vehicular Circulation Diagram A2.5 Transit & Bicycle Routes A2.6 Thoroughfares A2.7 Thoroughfares A2.8 Sequence of Pedestrian Passage A2.9 Sequence of Pedestrian Passage A2.10 TOD and Proposed Streetcar Route StilaAX-, avA A2.13 Section A,3 - Examples and Illustrations A3.1 Palm Court Conceptual Renderings A3.2 Eastern Gateway and Pedestrian Passage Studies A3.3 Pedestrian Passage Conceptual Studies A3.4 NE 42nd Streetscape Study A3.5 NE 38th and NE 42nd Street Elevation Studies A3.6 Recladding Studies for Buena Vista Building A3.7 Cross Block Connection Conceptual Studies A3.8 Hypothetical Retail Streetscape at 30% Glazing 53,9 High End Urban Retail Examples A3.10 NE 2nd Avenue and NE 41st Street Studies Section A 4 - Landscape and Views A4.1 Landscape Master Plan A4.2 Sample of Tree Locations A4.3 Conceptual Streetscape Views A4.4 Case Study: NE 40th Street - Facing North A4.5 Case Study: NE 40th Street - Facing South A4.6 Conceptual Studies for Central Streets A4.7 View from 1-195 - Green Archipelago in Miami RoofscaPe A4.8 Green Wall and Roof Examples A4.9 Ambient and Direct Lighting Examples A4.11 Draft LEED ND Checklist THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. AS ADOPTED 07.26.12 A.0 This page has been intentionally left blank THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Section A, 1: Overali Site Information THIS DOCUMENT /SASUBSTITUTION TOORIGINAL, BACKUP ORIGINAL CAN BESEEN ATTHE END OFTHIS DOCUMENT, This page has been icrtentionally left blank THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan DUANY PLATER-ZYBYRK & COMPANY ARCHITECTS AND TOWN PLANNERS SGiza t P1a ,, -2+ Location in the Region 1. Miami Design District 2, Bal Harbor 3. Village of Merrick Park 4. Lincoln Road Mall 5. Miami International Airport AS ADOPTED 07.26.12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. A1.1 Miami Design District Retail Street Special Area Plan Surrounding Neighborhoods t� *r+pMc�k a 7r..V` • *au.. 1;:it4'biff Icy riti•‘tio �.'.yt ti •kio .■ • +� ' • * 1171,1 1 Miami Design District 2. Biscayne Bay 3. U.S. 1-95 4. U.S. 1-195 r� 1 � G° '" 5. Midtown ea-,tc- . '1 1 6. To Wynwood Art District DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS zap �Ic,y-Zr,�4ruc__ AS ADOPTED 07.26.12 A1.2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS Plo,t(4 --Lri Site Photos THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. AS ADOPTED 07.26.12 A1.3 Miami Design District Retail Street Special Area Plan 1%/313 Building Name Address Lot Area (Miami Dade property listing) i LaVerne 90 NE 39th Street 13,650 2 Elektra 100 NE 39th Street 105 NE 38th Street 3801 NE 1st Avenue 3821 NE lstAve 3801 NE 1st Ave 27,990 3 Rothman 108 NE 39th Street 4,700 4 Palm Lot 140 NE 39th Street 45,925 5 Booth 3821 NE 1st Court 9,672 6 Booth 3821 NE 1st Court 14,709 7 Buena Vista 160 NE 39th Street 46,442 a Buick 3841 NE 2nd Avenue 29,381 G Turtle (South) 3725 Biscayne Blvd 77,049 ,0 Tuttle (North) 299 NE 38th Street 24,290 ii Norwegian Wood 92 NE 40th Street 7.500 '7 Casa/ Lady Jane 99 NE 39th Street 9,400 73 JBL 101 NE 39th Street 100 NE 40th Street 108 NE 40th Street 17,078 14 Hale Daniel 119 NE 39th Street 4,982 15 Oak Plaza Collins 139 NE 39th Street 14,100 "e Oak Plaza-Loggla 163 NE 39th Street 4,700 17 Oak Plaza-KVA 150 NE 40th Street 4,500 10 Oak Plaza-Twery 160 NE 40th Street 154 NE 40th Street 5,500 '9 Thomas Maier 170 NE 40th Street 5,000 20 Melin 3930 NE 2nd Avenue 30,256 21 Newton 201 NE 39th Street 9,876 22 Asi-Museum Village 61 NE 40th Street 7,500 23 Suttinf Lovely Rita 95 NE 40th Street 10,000 24 Rosen 151 NE 40th Street 5,000 25 Mosaic/ Chatham 155 NE 40th Street 12,500 26 Moore -Garden Lounge 175 NE 40th Street 4,735 27 Moore Building 4040 NE 2nd Avenue 30,186 28 Asi- Museum Village 34 NE 41st Street 5,250 23 Asi- Museum Village 42 NE llst Street 5,250 30 Asi- Museum Village 56 NE 41st Street 5,250 UUANY PLATER-ZYBIRK & COMPANY ARCHiTEC4S AND TOWN PlANNEAS Special Area Plan Properties Map ' Building Name Address Lot Area Asi- Museum Village 60 NE 41st Street 10,500 42 Ask Museum Village 80 NE 415t Street 5,250 33 Asi- Museum Village 84 NE 41st Street 5,250 34 Mr- Museum Village 90 NE 41st Street 5,250 35 Moore 140 140 NE 415t Street 5,250 36 Mosaic (1.01) 144 NE 415t Street 5,250 37 Rosen (Lot) 150 NE 4151 Street 5,090 30 Palmer Building 158 NE 41st Street 7,350 39 Asi 53 53 NE 11 st Street 5,250 40 Asi 61 61 NE 41st Street 7,875 AA Moore 77 77 NE 41st Street 7,875 42 Moore 115 115 NE 41st Street 12,029 43 Scarlet Begonia 135 NE 41st Street 6,3D3 44 Church (FCAA) 150 NE 42nd Street 66,625 4.5 4100 / Lee 4100 NE 2nd Avenue 20,868 tti 4141 4141 NE 2nd Avenue 96,268 4( 4200 4200 NE 2nd Avenue 5,100 43 Flagler 4218 NE 2nd Avenue 15,200 49 4240 4240 NE 2nd Avenue 5,350 50 City Garage 3800 NE 1st Ave 31,521 51 Sebastian 35 NE 36th Street 9,500 Total Lot Area: 831,232 sf Open Space, Civic Space and Aggregate Parking throughout the Miami Design District Retail Street SAP Area are tracked by an interactive table. THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, AS ADOPTED 07. 2 Al 4 Miami Design District Retail Street Special Area Plan Special Area Plan Properties and Boundary Lots Included in Special Area Plan DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS CD le lel* 0 %.I. O.. NI NI111 0 0 0 N.L. I r 0 0 0 010 ED 0 Fi 0 0 0 0 0 0 0 J! ,.ICLII I,01t1:4.,ww 1-1.4 taxI' t(A --1(ick,z__ 1 0 • �•. -• 1 \-1'.lI N,.,11' AS ADOPTED 07.26.12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. A1.5 Miami Design District Retail Street Special Area Plan Existing Future Land Use Map DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS MiL{ Lt NozcA - Existing and Proposed Future Land Use Maps Proposed Future Land Use Map Rb ancted Med Co D M F ^.e s Single Family Residential Duplex Residential Medium Density Multi -Family Residential Medium Density Restricted Commercial Restricted Commercial General Commercial Major Institutional, Public Facilities AS ADOPTED 07.26.12 l� � I A1.6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan Existing Zoning T3- J T3-0 T4-L T4.0 T5-0 Y T6.12.0 TB-12.0 CI J CI DUANY PLATER-LYBERK & COMPANY ARCHITECTS AND TOWN RLANNERS Existing and Proposed Zoning Proposed Zoning 1� I IJ=H1 T3.0 T3L �`" IITTit1 T3-0 T4-L T4-0 T4-0 T5-o r iT6.8-0 j6-,12 ,0 TB-0 T6.12.0 I VL J•✓l ��� L 112 � I� T6.12-0 CI J CI 171/ mvo THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ATZZ lnirl r1c t -i -2-(1(44Ae— AS ADOPTED 07.26.12 T6-12 T6-8 T5 T4 T3 C ivic• I nstitutional Established Setbacks A1.7 Miami Design District Retail Street Special Area Plan DUANY PLATER-ZYBEAK & COMPANY ARCHITECTS AND TOWN PLANNERS Existing Conditions AS ADOPTED 07.26.12 '1N31A.111D00 CAN BE SEEN AT THE END OF THIS 1VNISI2I0 dflNDV8 1VNISIHO 01 THIS DOCUMENT IS A SUBSTITUTION A1.8 Miami Design District Retail Existing and Proposed Development, 1. Proposed Department Stores 2. Proposed Retail 3. Existing Commercial 4. Proposed Hotel 5. Proposed Residential Above Retail 6. Proposed Garage with Retail 7. Proposed City Garage 8. Existing Live/Work Street Special Area Plan by Principal Use' 143,280 sf 318,342 sf 490,096 sf TOTAL Development SF N.B. The following are calculated by unit and are not included in the above total. Proposed Hotel (#4) Proposed Residential Above Retail (#5) Proposed Residential Above City Garage (#7) 951,718 sf 53 keys 72 units 24 units 'The above -listed program may exceed these development numbers by up to 1O%, pursuant to 7.1.2.5.0,28 without returning for further review, provided this deviation works within the capacity of the studies conducted for the SAP area. Similarly, Uses indicated are Principal Uses and further mixing or reallocation of use may occur within the area as allowed by the development capacity, zoning, and land use for the sites. DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS Giza,Pat<4 -2+ Illustrative Master Plan AS ADOPTED 07.26.12 A1.9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan New Building Lot Coverage r90% N_r ?nu `", NE 38th ST • 195 NE 42n9 ST NI st ST NE 4G1h ST NE.39th ST NE 38th ST (k),D) 3AV Ist 314 New Building Lot Coverage/Civic Space Proposed Civic Space 1- 195 _k (k1u0,0)) 3AV PLC iN 1-7 New Building S Open ace P P I I Existing Building Civic Space New building lot coverage west of NE 2nd Avenue will be an aggregate of 93.5% or less. Each number depicted here shows likely build -out. DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND 7 0 W N PLANNERS Civic Space shall be 5% of total new Building Lot Area. It may be concentrated at Plazas as indicated or included in the Pedestrian Passage, Courtyard or Green Civic Space types, as defined bythe Code and designed into the master plan. Open Space beyond the Civic Space requirements may count towards Open Space requirements. .Giza. 11647,t t AS ADOPTED 07.26.12 A1.10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan Proposed and Existing Buildings a?na ST NI I r ST NE 4)h ST NE 39th ST NE 381h ST I- 195 KEY E1wSTINO BUILaINas NEW outiDINaS OMITTED FROM EAP BLOCKS DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS Si NE • ,1 sT NI -.irh ST NF 39th ST NF 391E ST Proposed Buildings/Proposed Uses by Floor 1) �Lv Isl. IN Underground Parking I - 195 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. UZAGT,1 Pluxr., z AS ADOPTED 07.26.12 Parking 111. Department Stores Retail/Commercial Restaurants Lodging Residential A1.11 Miami Design District Retail Street Special Area Plan NE 4Ena ST NE 41 s ST Floor 1 z x m rn 111 ILir - NE3yth ST 1' . ■ NL. 3tRh 57gi Wig ir DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS NE 47nd 5T E cis' ST Proposed Uses by Floor Floor 2 All I Pa m m n ,b j z NE 3Bt1L ST lir IF Nt 78tr1 S1 Nt IXh S1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. W ta,W 1 P1-7,(14t t,IC._. . AS ADOPTED 07.26.12 Parking a Department Stores Retail/Commercial Restaurants - Lodging Residential Retail Frontage A1.12 Miami Design District Retail Street Special Area Plan Proposed Uses by Floor N NL 'MST NE Apt1 ST NE 39th ST NE 300! ST • 195 Floor 3 Floors 4 + DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS 1 mr • NE 4ini Si NE 4Isi ST NE 4a11 ST NE. 39tfl ST r NE 3881 ST n _ (J ; +n n is 1 195 Parking Department Stores THIS DOCUMENT IS A SUBSTITUTION Retail/Commercial TO ORIGINAL. BACKUP ORIGINAL Restaurants CAN BE SEEN AT THE END OF THIS Lodging - DOCUMENT. Mixed Use AS ADOPTED 07.26.12 A1.13 This page has bee fl intentionally left blank THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Section A,2 - Thoroughfares and Circulation THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. This page has been Intentionally left blank, THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan NE 42nd ST (City) NE 41st ST (City) NE 40th ST(City) NE 39th ST (City) NE 38th ST (City) DUANY PLATER-ZYBERK & COMPANY ARCHI*EC TS AND TOWN PLANNERS `t!"1.at I totRA'2(i�L�iG Proposed Frontages '1N3 W f1DOd Principal SAP Frontage - Secondary SAP Frontage - Pedestrian Passage Frontage Dashed suggests Frontages for non -owned parcels, where the pattern may not already be clear. AS ADOPTED 07.26.12 A2.1 Miami Design District Retail Street Special Area Plan Parking Management Program -IAV IWVIW 14121ON DUANY PLATER-ZYBFRK & COMPANY ARCHITECTS AND TOWN PLANNERS Stita,44 1'1aa,(i-7,g(4iAc I Existing Parking" Existing Underground 168 Dacra-owned spaces Existing other Dacra- 190 owned spaces FEC owned spaces 23 on City owned spaces 85 Total Existing Parking 466 Proposed Parking' Proposed New Structured 2105 Parking Summary' Anticipated Parking 2,571 Spaces Anticipated Required 1,054 `7 Parking Anticipated Number of 1,517 Surplus Spaces All numbers subject to change AS ADOPTED 07.26.12 A2,2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan Entering Traffic —) Surface Traffic Entering Highway Traffic Entering DUANY PLATLR-ZYBLRIC & COMPANY ARCHITECTS A NO TOWN PLANNERS Giza P1cd (A - ''''.44— Site Circulation from Major Thoroughfares & Highways Exiting Traffic Surface Traffic Exiting Highway Traffic Exiting INFORMATION PROVIDED BY: pr ison m n Kimley-Horn andAssociates, Inc. AS ADOPTED 07.26.1 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. A2.3 Miami Design District Retail Street Special Area Plan Vehicular Circulation Diagram Entering Traffic Exiting Traffic ' ; i i ill / 1 1 i Ni 42ndSI T � — — "'�,, �I NLTd19 — — w — — I l r i 1 I ii _ _ ii ! , i i 1 t 1 1 I Y NLSD[hSj —� NF IIIh ST 1 I 1 1 a1 1 NA 41 1 An r---1-------4—r----Y NF 39th.ST _ ; — «• • — — r — — —pia 1 r 1 I 1— ' ,' II T ' i1 MIW�'Q 1 I �� 1 J I !1 1 i 1 i i 4 NE 3Bth ST , 1 , ` 1 1 ' i i i i - t"i— r•I ' -195 I , 1 1 1-195 I 1 i i i I I 1 1 i 1 i I 1 I i 1 1 i i 1 1 1 j % r i --♦ + % 1 L — i — -- 4 i 1 ,, 1 r- _� , --- t i — 3 Entering Traffic DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS �Gtia.�t�G, P1cct4-Z€1(44,tc- 1 0-_ Exiting Traffic INFORMATION PROVIDED BY: D —/'� KimleyHom 1 andAssolsates, Inc. AS ADOPTED 07.26.12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. A2.4 Miami Design District Retail Street Special Area Plan Bus Routes Ji M 1 M nO ST 1 1 1 1 NE 41s1STIIIIII1i m 1.1 NE tuh ST n ) NE Mull ST 16 9 .T.> 10 -.� 62 J 36 • •) 1-195 DUANY PLATER-ZYEERK & COMPANY ARCHITECTS AND TOWN PLANNERS NE 4151 5T 93 202 - • Proposed City Trolley Vii-taAG14-11)10-7,?1(41,+/_ Transit & Bicycle Routes Bicycle Lanes ▪ Existing Bicycle Lane Future Bicycle Lane ▪ Existing Sharrows INFORMATION PROVIDED BY: KlmleyFbm 11....11MIl 1 andAssoaetes,Inc AS ADOPTED 07.26.12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. A2.5 Miami Design District Retail Street Special Area Plan All thoroughfares drawn looking east. N.E. 38TH ST. Thoroughfares 50 N.E. 41 ST ST, Notes: All thoroughfares drawn looking east, Proposed thoroughfare cross sections to be developed in civil detailing. Existing curb sections intended to remain. Islands without interrupting existing drainage may be added. For additional illustrations, see Section A 4. DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AO TOWN PLANNERS Mia,c14, I lGcc&1-7.fi�4Lt{L� AS ADOPTED Qa263120.12 A2.6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan N.E. 1ST AVE FJ N.E.2ND AVE - EXISTING (typ. between NE 38th and 41st Streets) 1 P 'zed 10-r1ra•"-aV-Cr 'a•z ra" N.E.2ND AVE - OPTION 1 ALT TRANSIT LANE Thoroughfares It 1 1 TU N.E.2ND AVE - OPTION2 SHARROW ' Please note that all changes to NE 2nd Ave, including the possibility of introducing a central shared transit lane will need to be discussed with the County, Notes: All thoroughfares drawn looking north. Proposed thoroughfare cross sections to be developed in civil detailing, Existing curb sections intended to remain. Islands without interrupting existing drainage may be added, For additional illustrations, see Section A 4. DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS AS ADOPTED 07.26.12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. A2,7 Miami Design District Retail Street Special Area Plan Block 1 @ Plaza, Looking North DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS Block 1 @ 39th St Passage Sequence of Pedestrian Passage Block 2 @ 39th Street Block 2 @ mid -block piazzetta THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. AS ADOPTED 07.26.12 A2,8 Miami Design District Retail Street Special Area Plan Sequence of Pedestrian Passage Block 2 @ Oak Plaza Arcades Block 3 @ Christian Louboutain DUANY PLATER-LYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS Block 3 @ Mixed Use StitahtrAl Nct ,l-Zt.�4r rtc_ DEPARTMENT STORE -, !mom 1111n Block 4 @ Department Plaza THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. AS ADOPTED 07.26.12 A2.9 Miami Design District Retail Street Special Area Plan DUANY PLATER-ZYBLRK & COMPANY ARCHITECTS AND TOWN PLANNERS za.4 P1azt4 TOD and Proposed Streetcar Route THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. AS ADOPTED 07.26.12 A2.10 Section A.3 - Examples and Illustrations THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. This page has been intentionally left blank THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS Palm Court Conceptual Renderings THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. AS ADOPTED 07.26.12 IPCI A3.1 Miami Design District Retail Street Special Area Plan Eastern Gateway and Pedestrian Passage Conceptual Studies Approach from 1-195 - Bamboo Green Screen DUANY PLATER-GYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS UlhtaAtr41_-- Pedestrian Passage at NE 41st Street with view of Block 4 department store and plaza. AS ADOPTED 07.26.12 A3.2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan Pedestrian Passage Conceptual Studies Green wall and waterwall facade on building partially removed to produce Pedestrian Passage. Two views. DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS 7/V}/ca W1 1 «/1 - l I AS ADOPTED 07.26.12 A3.3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan NE 42nd Streetscape Study This streetscape illustration has been modified by discussions with the neighborhood. Additionally, large specimen tree plantings may occur in the deeper setback. DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS AS ADOPTED 07.26.12 'IN 3 W f1J0a —1 D O Z Oozi �n m O `^ n m Z C Z Dr- D rn CO D Z _ 7 L C D m Cn Cz O C O G5 2 D C z A3.4 Miami Design District Retail Street Special Area Plan NE 38th Street Elevation Study NE 42nd Street Elevation Study DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS NE 38th and NE 42nd Street Elevation Studies Thesestreetscape illustrations are part of an iterative process with Neighbors and City Staff. AS ADOPTED 07.26.12 A3.5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS UtitctArArt Recladding Studies for Buena Vista Building Dusting Banding Facade Reclad Building Facade AS ADOPTED 07.26.12 1N3Wf1J00 D O Z O vT co 70 p m Z O C ✓ n Z E m D co Z — In - z�Ln m C > m v N Z O C z co O — I Z = D C r— — O Z VIZANDA',. LASUI { A3,6 Miami Design District Retail Street Special Area Plan Study of Block 1 Western Connection DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS MtQ/eArA, i'16(zk1 -2.(i 144z_ Cross Block Connection Conceptual Studies Study of Block 1 Eastern Connection THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. AS ADOPTED 07.26.12 311 A3.7 Miami Design District Retail Street Special Area Plan Hypothetical Retail Streetscape at 30% Glazing Hypothetical Streetscape showing approximately 30% glazing in aggregate. This image does not reflect actual retail tenants or proposed architecture. DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS cGGtto,441G1 1)"1Gctf4 -1(141 ,4L_- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. AS ADOPTED 07.26.12 A3.8 Miami Design District Retail Street Special Area Plan DUANY PLATER-ZYBERK & COMPANY ARCH 1 T E C T S AND TOWN PLANNERS to Allir4255. mu* vu trroN 11111111 Ulf = ii : FIT DO01371 RR� me CGGttGi�,L�G� 17C{V/t -7LUL- High End Urban Retail Examples AS ADOPTED 07.26.12 A3.9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS Wicatih PlaVA-2(14kAr-- N E 2nd Avenue and NE 41 st Street Studies AS ADOPTED 07.26,12 '1N31Nf1JOd IVNI9I2iO df1NJV8 '1VNI9P,10 01 NOI1f11I1S8f1S v SI 1N3Wf1JO4 SIHI A3.10 Section A 4 - Landscape and Views THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, This page has been intentionally left blank THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan PROMENF n PLAN LEGEND MAHOGANY GUMBO LIMBO STRANGLER FIG Qt SOUTHERN LIVE OAK 41) VERAWOOD e FLORIDA THATCH PALM CYCAD/LOW BUSHES NEW CONSTRUCTION RENOVATIONS T EXISTING OCCUPIABLE ROOF GARDEN UNOCCUPIABLE ROOF GARDEN -•--••• GREENWALL WATER FEATURE EXISTING TREES EXISTING PALM ART/FURNITURE GUIDELINES • Comers of promenade and e-w conldors to get specimen trees and/or clusters. • Blank walls facing promenade to be treated as monochromatic "green wa is". • Entrance to garage level to get clad was green surfaces. • Southern plaza to be planted with field of Florida thatch palms In clusters of 3 to 4. • Water Features shell have no water sprouts. All water features to use saltchlorine generators. Water feature water surfaces shall be french gray or DUANY PLATER-GYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS 42ND STREET , zu,Q ro,t i -7.41( - A Landscape Mass I:. P! fn GREEN WALL AT GARAGE ACCESS DESTINATION WATER FEATURE GREEN WALL GREEN WALL CVCADS AND LOW PLANTS AT POCKETS' GREEN WALL AT BLANK FACADES WATER FEATURE SPECIMEN TREE AT CORNERS WATER FEATURE CYCADS AND LOW PLANTS AT POCKETS' SPECIMEN TREE AT CORNERS WATER FEATURE PALM PLAZA AS ADOPTED 07.26.12 'IN] W flJOa n —I D O =_ Z O cif co m O O m Z C Z D D Z 2 Lit m C D m v cif Z O C co G - - Z = D C = O Z A4.1 Miami Design District Retail Street Special Area Plan D ❑ sate P✓1mg ate. f❑ ❑\ ❑ ❑ ❑\ aro C 0 = 0 ❑ coo 0 0 0 Sac,.Nx 1. TREE DISTRIBUTION ON STREET 0 3s 32' 2. TREE DISTRIBUTION IN PROMENADE DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS Sample of Tree Locations Rect Street 3. VERTICAL TREE DISTRIBUTION 4. VERTICAL CIRCULATION AND LANDSCAPE AS ADOPTED 07.26.12 Roal Terrace Sew THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IPCI A4.2 Miami Design District Retail Street Special Area Plan NE 40th Street - Existing Street View DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS NE 40th Street - Proposed Street View VA-to/4 PlaVA Conceptual Streetscape Views THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. AS ADOPTED 07.26.12 P. A4.3 Miami Design District Retail Street Special Area Plan DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS Utita,trAl P1cczcA -21(t cf. Case Study: NE 40th Street - Facing North ii . LI AS ADOPTED 07.26.12 IPCI A4,4 Miami Design District Retail Street Special Area Plan • VIP 11,0 4,11n411.".Y.r9Y I DUANY PLATER-ZYBERK & COMPANY ARCHITECTS ANC TOWN PLANNERS Case Study: NE 40th Street - Facing South AS ADOPTED 07.26.12 1N3Wf1JOa Z co m m m m Z m m Z 0 -n 2 O = O l^ p O z n D • rn • rn D z n _ C D v 0 C co Z C r O Z 1PC: A4.5 Miami Design District Retail Street Special Area Plan NE 41ST STREET NE 40TH STREET NE 39TH STREET DUANY FLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS SS' Conceptual Studies for Central Streets Plo -74 4L,,L AS ADOPTED 07.26.12 t A4.6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan DUANY PLATER-ZYBERK & COMPANY ARCH 4 I E C 1 S AND TOWN PLANNERS View from 1-195 - Green Archipelago in Miami Roofscape 1N3Wf1JOG N3 3H1 IV N33S 39 NVJ AS ADOPTED 07.26.12 IPCI A4.7 Miami Design District Retail Street Special Area Plan DUANY PLATER-ZYBERXi & COMPANY ARCHITECTS AND TOWN PLANNERS CG{ iczAi P`la,t A-Zfi�4Gt tL Green Wall and Roof Examples AS ADOPTED 07.26.12 A4.8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan DUANY PLATER-ZYBERK & COMPANY ARCHITECTS AND TOWN PLANNERS • Viiicatrk, f 1GtzcA -2( (444_. Ambient and Direct Lighting Examples AS ADOPTED 07.26.12 A4.9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. This page has been n blank THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami Design District Retail Street Special Area Plan Draft LEED ND Checklist 112 AAA u • EINE ®I■ MEI NCI u■■ MEM ■.a LEED 2009 for Neighborhood Development Project Scorecard feelrt LOCattlees ene Dwell 1 Smart Location Prereq 2 IRgsenled Species and Ecological Communities Prereq 3 Wetland and Water Body Conservation Prereo 4 Agricultural Land Conservation Prereq 5 Floodplain Avoidance Credit 1 Credit 2 Credit 3 Credit 4 Credit 5 Credit 6 Credit 7 Credit 8 Credit 9 Preferred Locations Brownfield Redevelopment Locations with Reduced Automobile Dependence Bicycle Network and Storage Housing and Jabs Proximity Stew Shoe Protection Site Design for Habitat or Wetland and Water Body Conservation Restoration of Habitat or Wetlands and Water Bodies LorgeTerm Conservation Management of Habitat or Wetlands and Water Bodies Prereq 1 Walkable Streets Prereq 2 Compact Development Prereq 3 Credit I Credit 2 C retie 3 Credit 4 Credit 5 Credit 6 Credit 7 Credit 8 Credit 9 Connected and Open Community Walkable Streets Compact Development Mixed -Use Neighborhood Centers Mixed -Income Diverse Communities Reduced Parking Footprint Street Network Transit Facilities Transportation Demand Management Access to Civic and Public Spaces Credit in Amass to Reneation Facftitiet Credit 11 Visitabllity and Universal Design Credit 12 Community Outreach and involvement Credit 13 Local Food Production Credit 14 Tree -Lined and Shaded Streets Credit 15 Neighborhood Schools Prereo 1 Certified Green Building Prereq 2 Minimum Building Energy Efficiency Prereq 3 Minimum Building Water Efficiency Prereq 4 Conetructhi Activity Pollution Prevention DUANY PLATER-GYBERK & COMPANY ARCHITECTS AND T0WN PLANNERS ReQUlred Regained Reouiied Required Required 10 1 7 3 Required Required Required 12 7 2 2 2 Reouired Required Required Required Project Name: Miami Design District Date: 8/30T2011 - r. 1.1 Credit 1 Certified Green Buildings Credit 2 Building Energy Efficiency Credit 3 Building Water Efficiency Credit 4 Water•Elncient Landscaping Credit 5 Existing Building Use Credit 6 Historic Resource Preservation and Adaptive Reuse Credit 7 Minimized Site Disturbance In Design and Construction Credit 8 Storinwater Management Credit 9 Heat blend Reduction Credit 10 Soler Orientation Credit 11 OreSite Renewable Energy Sources Credit 12 District Hitting and Cooling Credit 13 Infrastructure Energy Efficiency Credit fa Wastewater Management Credit IS Recycled Content in Infrastructure Credit 16 Solid Waste Management Infrastructure Credit 17 Light Pollution Reduction 2 1 4 2 Credit I.1 Innovation and Exemplary Performance Eco-WI Credit I.; Innovation and Exemplary Performance: Innovation Tan Credit I.: Innovation and Exemplary Performance: Ex. Perf Water E10cirsrcy Credit 1.• Inno, Innovation and Exemplary Performance: Ex. Pert TBD Credit 1.1Inca Innovation and Exemplary Perarmancw Ea. Perf TBD Credit 2 LEED.Accredited Professional I 0� Credit 1_ : Reglnnel Priority Credit: NPOre Credit I.; Regional Priority Credit, NPDc3 Credit I.: Regional Priority Credit: Gi9c16 Credit 1., Regional Priority Credit: GI& 1 a Emma Project Totals (Certification estimates( 110 Points iitaXtriri - 1 Certified: 40-19 Ponds. Silver: 5r3 57 D:V:t. Gold: ns Platinum: e0. ;,rims AS ADOPTED 07.26.12 O D O _ n Z O to C W 70 E m E O m Z m Z C •• Z D m co z D m C D m t2 Vr Z O C 7J co O O z - C = D O A4.11 z THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "C" Retail Developer Party Retail Developer Party Entities: 40 District LLC Cumberland Acquisitions LLC Dacra Design Associates (Del.) LLC Dacra Design Moore (Del,) LLC FCAA, LLC McCrory Design Associates (Del.) LLC Moonlight Mile Acquisitions, LLC Mosaic (Del.) LLC MID -I Lee, LLC Oak Plaza Associates (Del.) LLC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. {24643761;2) 49 Exhibit "D" ASSIGNEE OR ADDITIONAL PARTY TO DEVELOPMENT AGREEMENT JOINDER FOt AND ACKNOWLEDGEMENT OF JOINDER This ASSIGNEE OR ADDITIONAL PARTY TO DEVELOPMENT AGREEMENT JOINDER FORM ("Joinder Form") is executed 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; and 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; and WHEREAS, the Development Agreement allows joinder of additional parties, when such additional party own any Property Interest in the Miami Design District as defined in the prior Zoning Ordinance 11000, more particularly SD-8 described in "Exhibit attached hereto; and WHEREAS, the Development Agreement requires that such additional party execute this joinder form in order to become a party to the Development Agreement; and 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; and NOW THEREFORE, in consideration of the benefits conferred upon any Developer 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 becomes a Developer Party pursuant 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 Interest which the undersigned owns upon the adoption of a Zoning Atlas amendment to Miami 21 designating the Miami Design District Retail Street Special Area Plan. 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 Interest owned by the undersigned. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. {24643761;2) 50 SIGNATURE PAGES TO FOLLOW The undersigned also hereby represents that it has full power and authority to 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. WITNESSES: [COMPANY/CORPORATION NAME] By: PrintName: Print Name: Title: Print Name: STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , the , a Florida limited liability company / corporation, on behalf of that company, in its capacity as of , a Florida limited liability company, on behalf of that company; such person is (check one) [ ] personally known to me or [ ] has produced as identification. NOTARY PUBLIC, State of Florida Print Name: Commission No.: My Commission Expires: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (24643761;2) 51 The City hereby acknowledges and consents to the joinder of the above signatory as a Developer Party to the Development Agreement. WITNESSES: CITY OF MIAMI, a municipal corporation located within the State of Florida By: Print Name; Johnny Martinez City Manager Print Name: STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by Johnny Martinez, in his capacity as City Manager, on behalf of that municipal corporation; such person is (check one) [ ] personally known to me or [] has produced as identification. NOTARY PUBLIC, State of Florida Print Name: Commission No.: My Commission Expires: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (24643761;2) 52 Exhibit "E" Letter of support from Buena Vista East Historic Neighborhood Association dated November of 2011 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (24643761;2} 53 November 22, 2E111 Rich Ralmann President Buena Vista East Historic Neighborhood Association RE: Understanding between Dacra and the BVEHNA Dear Rich, We appreciate the time you and ether members af your boards have taken to meet with us about the development plans for the Design District. Based swop toe meetings, we have Mode some design changes to the plan with your guidance, end those are Outlined below. With the incorporation of these changes, the Associations have agreed to support our development plan as it goes through the SAP and other entitlement hearing pror.esses. Modifications to our pins shall -Included the following; 1, 'Deere agrees that there will not be garage entrance, nor any duMpster storage anywhere along the NE 42'1'1 51 facade of our development. 2. The BVEHNA is nut opposed to a department store entrance on the NE 42 St. facade, and Dacca will use its bast efforts to work With the future tenant te have an entrance from the department store out to NE 42" St. 3. Deere will increase the setback inf the NE 42 St. facade from 5 it. to 10 ft at the 111 floor, Bad will set back the 2" floor a further 5 ft. 4. Tills setback area will include a lundscape wall. We will remove water features from this wall and Instead include staggered planters as one element of the design., 5, At the request of BVEHNA, Deere will Miff] inate the park it was proposing and instead will work with BVEHNA to design the south side of the NE 4-2"St, right-of-way (sidewalks and swale) to include a more inteesiue landscaping plan ernipeteritial mearederfng sidewalk layout, 6. DACRA will exceed any required tree mitigation as part of our development plan, with possible relocation of trees to the BVEHNA. 7, DACRA will advocate and assist BVEHNA with beautification efforts an N. Miami Avenue up to 5401 St. 8. DACRA is supportive of the efforts of BVEHNA to have one way streets and parliai closures throughout the ‘residerrriar neighborhood. Acknowledged, Raimenn, Pride BVEHNA THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SUBSTITUTED VELOPMENT AGREEMENT BETWEEN CITY OF , FLORIDA AND FLAGLER HOLDING GROUP, N MONTE CARLO ASSOCIATES (DEL.) LLC, O+' LIGHT MILE ACQUISITIONS, LLC, MCCRORY DESI ASSOCIATES (DEL,) LLC, 39TH STREET (DEL.) LLC, ALF-CIRCLE PROPERTY (DEL.) LLC, NORWE ! AN WOOD ACQUISITIONS, LLC, CUMBERL t, ND ACQUISITIONS LLC, OAK PLAZA ASSOCIAT (DEL.) LLC, DACRA DESIGN ASSOCIATES (DEL.) LLC, EN NEWTOWN, LLC, SWEET VIRGINIA ACQUISITION' LLC, LOVELY RITA ACQUISITIONS, LLC, 40 DIST T LLC, MOSAIC (DEL.) LLC, DACRA DESIGN MOORE 1 EL.) LLC, FCAA, LLC, MID -I LEE, LLC, DACRA DES N 4141 LLC, MDDA GARAGE, LLC, ROCKY RACCOO ACQUISITIONS (DEL.) LLC, REGARDING APPRO AL OF THE MIAMI DESIGN DISTRICT RETAIL ST ET SPECIAL AREA PLAN AND RELATED DEVELOPME THIS AGREEMENT is entered this Flagler Holding Group, Inc., a Florida profit c Moonlight Mile Acquisitions, LLC (as succes Rothman Design LLC, Dacra Design Miami (De McCrory Design Associates (Del.) LLC, 39th Stree LLC, Norwegian Wood Acquisitions, LLC (and Acquisitions, LLC), Cumberland Acquisitions, LLC (and Design, LLC), Oak Plaza Associates (Del.) LLC, Dacra Newton, LLC, Sweet Virginia Acquisitions, LLC, 40 Distric successor by merger to Palmer Design (Del.) LLC), Dacra De LLC (and as successor by merger to Scarlet Begonia Holdings, Design 4141 LLC, MDDA Garage, LLC, and Rocky Raccoo Delaware limited liability companies (each, individually, "Develope "Developer Parties"), and the CITY OF MIAMI, FLORIDA, a rnu political subdivision of the State of Florida ("City") (Developer and th as the "Parties"). WITNESSETH: day of , 2012, by and between, ation, Monte Carlo Associates (Del.) LLC, y merger to Electra Design (Del.) LLC, LC, and Miami Avenue (Del.) LLC, 1.) LLC, Half -Circle Property (Del.) uccessor by merger to Lady Jane successor by merger to Hale Daniel ign Associates (Del.) LLC, Ben C, Mosaic (Del.) LLC (and as gn Moore (Del.) LLC, FCAA, C), MID -I Lee, LLC, Dacra Acquisitions (Del.) LLC, y," and collectively, the cipal corporation and a ity together referred to WHEREAS, the Miami Design District (the "District") spans portions o ' welve (12) city blocks containing all the properties generally bounded on the east by Biscayne Bo levard; south by NE 36th Street; west by North Miami Avenue; and north by NE 40th Street ► properties generally located within the area boundaries of the Miami Design District area D-8") as designated under Ordinance 11000; and serviced by three (3) Miami -Dade Transit route' and WHEREAS, the District has recently become an internationally recognized cen r fo furniture design and a burgeoning home for the arts, high fashion, restaurants, and a cente fo creative employment; and {24643761;2} SUBSTITUTED AS, the emerging status of the District is consistent with the City's vision to develop a w Id class destination for the arts, fashion, and design, and, as such, the City wishes to encourage development within the District; and WHE' S, a subset of the Developer Parties wish to redevelop some of the SAP Properties as a mi ed-use, pedestrian oriented, urban retail street anchored by high -end fashion brands heretofore u vailable within the City (the "Retail Street Project"); and WHEREAS, City and Developer Parties wish for development of the SAP Properties to proceed in a mariner hich is consistent with the Miami Comprehensive Neighborhood Plan ("Comprehensive Plan") d the land development regulations; and WHEREAS, the p perties within the SAP Area carry Future Land Use Map designations of Duplex Re 'dential, Medium Density Restricted Commercial, Restricted Commercial, and General Com ercial in the Comprehensive Plan; and WHEREAS, the City and 1 eveloper Parties wish to amend the Future Land Use Map designations within the Comprehei ve Plan for selected properties within the Retail Street Project from Duplex Residential Medium Density Multifamily Residential to Medium Density Restricted Commercial in orde o facilitate redevelopment within the District; and WHEREAS, a process exists wi in the Miami 21 Zoning Code ("Miami 21") which allows parcels of more than nine (9) ab ing acres to be master planned to allow greater integration of public improvements and infr tructure, and greater flexibility so as to result in higher or specialized quality building and stree pe design; and WHEREAS, the result of this master pia g process is known as a "Special Area Plan" ("SAP"); and WHEREAS, the Developer Parties hold fee s ple title to approximately 19.08 acres of property within the District; and WHEREAS, the lots which comprise the Miami Iesign District Retail Street Special Area Plan properties are those identified on page A1.4 an. 1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book (here iafter, the "SAP Property", "SAP Properties", or "SAP Area") (sketch and legal descriptions o which are attached as Exhibit "A"); and WHEREAS, Sec. 3.9.1. f, of Miami 21 requires develop nt within an SAP to occur pursuant to a Development Agreement between the property owner d the City; and WHEREAS, the City and Developer Parties wish to rezone so of the SAP Properties from T3-L, T3-O, T4-L, T4-O, T5-O, T6-12 L to Miami Design District ail Street SAP, with modifications to the underlying Transect designations to T4-O, T5-O, T6 -0, and T6-12-0 in order to facilitate redevelopment within the SAP Area and effectuate the tail Street Project; and (24643761;2} 2 SUBSTITUTED EREAS, this Development Agreement ("Agreement") satisfies the requirement set forth in Se 3.9 of Miami 21 ; and WHE AS, the City and Developer Parties wish for development within the District to proceed substan.'ally in accordance with the Miami Design District Retail Street SAP Regulating Plan and Design . oncept Book attached as Exhibit "B" ("Regulating Plan and Design Concept Book "); and WHEREAS, t lack of certainty in the approval of development can result in a waste of economic and land res• ces, discourage sound capital improvement planning and financing, escalate the cost of hous g and development, and discourage commitment to comprehensive planning; and WHEREAS, assuranc- o Developer Parties that they may proceed in accordance with existing laws and policies, subje to the conditions of a development agreement, strengthens the public planning process, encourag sound capital improvement planning and financing, assists in assuring there are adequate c..ital facilities for the development, encourages private participation in comprehensive planni and reduces the economic costs of development; and WHEREAS, the City Comm' ion pursuant to Ordinance No. 12- , adopted July 26, 2012 has authorized the City Ma . ger to execute this Agreement upon the terms and conditions as set forth below, and the Deve •per Parties have been duly authorized to execute this Agreement upon the terms and conditions -t forth below. NOW THEREFORE, in consideratio of .the mutual covenants and agreements hereinafter contained, the parties mutually agree an.. bind themselves as set forth herein: Section 1. Consideration. The Parties hereby ag e that the consideration and obligations recited and provided for under this Agreement constitut: substantial benefits to both parties and thus adequate consideration for this Agreement. Section 2. Rules. of Legal Construction. For all purposes of the Agreement, unless otherwise exprsly provided: (a) A defined term has the meaning assigned to it; (b) Words in the singular include the plural, and words in pl al include the singular; (c) A pronoun in one gender includes and applies to other gend: s as well; (d) The terms "hereunder", "herein", "hereof, "hereto" and such 'milar terms shall refer to the instant Agreement in its entirety and not to indi • ual sections or articles; (e) The Parties hereto agree that this Agreement shall not be more stric against either the City or Developer, as all parties are drafters of this and {24643761;2} 3 construed reement; SUBSTITUTED The recitals are true and correct and are incorporated into and made a part of this greement. The attached exhibits shall be deemed adopted and incorporated into Agreement; provided however, that this Agreement shall be deemed to control in e event of a conflict between the attachments and this Agreement. Section 3. Defim ons. Capitalized terms which are not specifically defined herein shall have the meaning give 'n Miami 21. "Agreement" mea this Agreement between the City and Developer. "City" means the C of Miami, a municipal corporation and a political subdivision of the S e of Florida, and all departments, agencies and instrumentalities subject to e jurisdiction thereof. "Comprehensive Plan" mea the comprehensive plan known as the Miami Comprehensive Neighborhood , adopted by the City pursuant to Chapter 163, Florida Statutes (2011), meeting e requirements of Section 163.3177, Florida Statutes (2011), Section 163.31 , Florida Statutes (2011) and Section 163.3221(2), Florida Statutes (2011), ich is in effect as of the Effective Date. "County" means Miami -Dade County,political subdivision of the State of Florida. "Developer Party" means an individual prop owner who is a signatory to this Agreement. "Developer Parties" means the property owriers ho are signatories to this Agreement. "Development" means the carrying out of any building tivity, the making of any material change in the use or appearance of any stru ure or land, or the dividing of land into three or more parcels and such other ac. ities described in Section 163.3221(4), Florida Statutes (2011). "Effective Date" is the date of recordation of the executed, origi 1 version of this Agreement. "Existing Zoning" is (a) Miami 21 Code, April 2012, specifically inclu ng the Miami Design District Retail Street SAP Regulating Plan and Design C cept Book, and related modifications to the Transect designations of lots withi the SAP Area, and (b) the provisions of the Charter and City of Miami Code Ordinances ("Code") which regulate development, specifically including Chapter 10, 13, 22, 22.5, 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 SAP Area as of the Effective Date. "Land" means the earth, water, and air, above, below, or on the surface and includes any improvements or structures customarily regarded as land. {24643761;2) 4 SUBSTITUTED means all ordinances, resolutions, regulations, comprehensive plans, land dev p ent regulations, and rules adopted by a local government affecting the development of land. "Public cilities" means major capital improvements, including, but not limited to, transp ation, sanitary sewer, solid waste, drainage, potable water, educational, •arks and recreational, streets, parking and health systems and facilities. "Retail Develop are signatories to Retail Street Proje Party" consists of the parties identified in Exhibit "C", who Agreement and will be undertaking the development of the "Retail Street Project eans that proposed development within the Design District SAP slated to oc on properties within the SAP area and denoted as properties 2, 3, 4, 5, 6, 7, 1 14, 15, 16, 17, 18, 19, 20, 24, 25, 26, 27, 35, 36, 37, 38, 42, 43, 44, and 45 on sh t A1.5 of the Miami Design District Retail Street Special Area Plan Design Coneet-Book. Section 4. Purpose. The purpose of iis Agreement is for the City to authorize Developer Parties to redevelop the SAP Properties pur ant to the Miami Design District Retail Street SAP. This Agreement will establish, as of the Effe ive Date, the land development regulations which will govern the development of the SAP Prop 'es, thereby providing the Parties with additional certainty during the development process. This greement satisfies the requirements of Section 3.9.1,f, Miami 21. Section 5. Intent. Developer Parties and the Cit end for this Agreement to be construed and implemented so as to effectuate the purpose of the iami Design District Retail Street SAP, this Development Agreement, the Comprehensive Plan, x sting Zoning, and the Florida Local Government Development Agreement Act, s. 163.3220 - 3243, Florida Statutes (2011). Section 6. Applicability. This Agreement only applies ti the SAP Properties identified in Exhibit "A." Section 7. Term of Areement Effective Date and Bindin' This Agreement shall have a term of thirty (30) years from the Effective Date and sh be recorded in the public records of Miami -Dade County and filed with the City Clerk. The te 1 of this Agreement may be extended by mutual consent of the Parties subject to a public hearing, ursuant to s. 163.3225, Florida Statutes (2011), This Agreement shall become effective on the ective Date and shall constitute a covenant running with the land that shall be binding upon, ana nure to, the benefit of the parties, their successors, assigns, heirs, legal representatives, and perso 1 representatives. Section 8. Permitted Development Uses and Building Intensities. (a) Miami Design District Retail Street SAP Designation. The City h designated certain properties as the Miami Design District Retail Street SAP on e official zoning Atlas of the City, pursuant to the applicable procedures in Miam 1. The Regulating Plan and Design Concept Book are attached as Exhibit 1. In {24643761;2} 5 SUBSTITUTED approving the Miami Design District Retail Street SAP, the City has determined that the uses, intensities and densities of development permitted thereunder are onsistent with the Comprehensive Plan and the Existing Zoning. (b) De ity, Intensity, Uses and Building Heights. (c) (1) A s of the Effective Date and pursuant to the Miami Design District Retail reet SAP, the density and intensity proposed for the SAP shall be co istent with the densities and intensities permitted by the Existing Zon • g. (2) The n includes, entertainm Zoning. -residential development permitted on the SAP Properties ut is not limited to, the following uses: office, hotel, retail, t, educational, and any other uses permitted by the Existing (3) Nothing herein change of zonin density or intensity designation of that c District Retail Street S hall prohibit the Developer Parties from requesting a pursuant to Article 7 of Miami 21, to increase the f development permitted by the underlying Transect ain property forming part of the Miami Design by amending the SAP and this Agreement. (4) In the event the City .shou ' amend its Comprehensive Plan to permit the transfer of densities within specified area so as to permit densities in excess of the density limits seforth in a particular Future Land Use Map category, nothing herein sha prohibit the Developer Parties from requesting such density transfers ithin the Miami Design District Retail Street SAP. Environmental. The City finds that the pr..osed development will confer a significant net improvement upon the publicly a cessible tree canopy in the area. The City and Developer Parties agree that Develo -r Parties will comply with the intent and requirements of Chapter 17 of the City Code, subject to the modification set forth herein, by performing tree r=.lacement within the SAP Area where possible. (1) Off -site replacement trees. Notwithstanding the re 'uirements of Sec. 17- 6. (e) of the City Code, where replacement within .1 e SAP Area is not possible, Developer Party may enter into an agreem- 't with the City to perform tree replacement on public property in the • lowing order of priority: (i) within the District; (ii) within a one (1) m radius of the District; or (iii) within any City park. - Particular emphasi shall be paid to replacement along gateway corridors within and surrunding the District, specifically N. Miami Avenue, N.E. 2"d Avenue, NE .6th Street, NE 1st Avenue, and Biscayne Boulevard. The City further . •.rees to facilitate the permitting and planting of replacement trees on all . blicly owned property within the area and within City parks. Each Dev- open {24643761;2} 6 SUBSTITUTED Party undertaking tree replacement off -site for any parcel of land within the SAP Area shall agree to water, trim, root, prune, brace, or undertake any other necessary maintenance as may be required by the Public Works Department for a period of not greater than thirty (30) days after installation. Each Developer Party further agrees to warrant each off -site replacement tree for a period of one (1) year after the date of installation. 2 SAP Area tree installation, maintenance and guarantee. For all trees placed within the SAP Area, each Developer Party shall install any needed igation and corresponding water meters to support the growth of trees ated within the right-of-way. Each Developer Party undertaking tree ment for any parcel of land shall agree to water, trim, root, prune, or undertake any other necessary maintenance as may be required s located within the SAP Area. Each Developer Party further warrant each SAP Area tree for a period of one (1) year after (3) rep brac for tr agrees installatio Tree replace ent chart. The tree replacement chart below, shall be used to determine ether a Developer Party has satisfied the tree replacement requirements fo y particular parcel of land as set forth in Sec. 17-6.(a) of the City Code. The chart below shall replace and supersede Chart 17.6.1.1. in the City ode. T 'e Replacement Chart Total diameter of tree(s) to be remove (sum of inches at DBH) Total inches of replacement DBH required (12' minimum tree height) 2"- 3" ti 4"- 6" , 1 7"- 12" si, 13"- 18" 12" 19"- 24" 16" 25"- 30" 20" 31"- 36" 24" 37"- 42" 28" 43"- 48" 32" 49"- 60" 40" To determine whether the replacement requirement ave been satisfied, calculate the total sum in inches of the diameter of the ees removed. The size of the replacement trees diameter at breast height must equal the total inches of replacement DBH set forth in above chart. Diameter measurement shall be rounded up to the nearest in . If the sum of the diameter of trees to be removed exceeds a total of 6 inches, the additional inches shall be added cumulatively from the top o the chart, {24643761;2) 7 Section 9. SUBSTITUTED down to the bottom of the chart, to calculate the number of DBH for replacement trees. (4) Tree species. The chart set forth below shall replace and supersede Chart 17.6.2.1. in the City Code. All other requirements set forth in Sec. 17- 6.(b) of the City Code shall apply within the SAP Area. Require total DBH for replacement trees Required minimum number of species 22"- 40" 2 41"- 100" 4 101" or greater 6 (5) Tree install. on. A Developer Party shall install trees opportunistically within the pu c right-of-way, subject to approval by the Department of Public Works. Connectiv d Activi Public Ri ht-of- (a) Connectivity. A critical elem to the success of the Retail Street Project is the below -grade connectivity withi the public right-of-way along N.E. 41st Street. The proposed below -grade conne 'on will facilitate ease of access, minimize pedestrian and vehicular conflicts, • d reduce the Retail Street Project's traffic impacts by enhancing internalized affic circulation and reducing off -site impacts. The Retail Developer Party recognizes such connectivity and commercial usage may require approval of other gover tal agencies such as Miami -Dade County. The City finds and determines thatdishing such connectivity below N.E. 41st Street serves a public purpose, and er agrees to support the Retail Developer Party's efforts to obtain any authorizath to establish such proposed below -grade connection. The City further finds that the authorization of such a co ection below the public right-of-way shall in no way diminish access for firelight apparatus or rescue and salvage operations; diminish traffic, transportation nd circulation; or adversely impact the advancement of the safety, health, a general welfare within the City. Given the public benefits conferred upon the City by the below-gra connection beneath N.E. 41s1 Street and across the public right-of-way, the provis ns of Sec. 54-186 shall not apply to the Miami Design District Retail Street SAP. (b) Construction of encroachments within the Public Right -of -Way, Th City finds that the encroachments proposed by the Retail Developer Party d unduly restrict the use of the public right-of-way and are an essential element n {24643761;2} 8 SUBSTITUTED the construction of the vehicular underpass below the same rights -of -way. The adoption of this Agreement shall serve to satisfy the requirements set forth in Sec. 5-14(b) of the City Code, No ithstanding the requirements of Sec. 55-14(c) of the City Code, the City agre- to waive any and all claims to payment of a user fee in connection with the constr tion of the aforementioned encroachments within the public rights -of - way. Further, thi greement shall satisfy the requirements of Sec. 55-14(d) of the City Code. In co ideration for authorizing the construction of the aforementioned encroachments, e Retail Developer Party further covenants to: (1) Maintain below -grade vehicular underpasses in accordance with the Florida Buil. g Code and the City Charter and Code. (2) Provide an ins ce policy, in an amount determined by the city's risk manager, naming e City as an additional insured for public liability and property damage. i e insurance shall remain in effect for as long as the encroachment(s) exi within the right-of-way. Should the Retail Developer Party fail to ontinuously provide the insurance coverage, the City shall have the right t secure similar insurance policy in its name and place a special assessme lien against the owner's abutting private property for the total cost of t e premium. (3) The Retail Developer Party shal old harmless and indemnify the City, its officials and employees from an laims for damage or loss to property and injury to persons of any nat whatsoever arising out of the use, construction, maintenance or removal he vehicular underpass and from and against any claims which may arts out of the granting of permission for the encroachment or any activity pe ormed under the terms of this Agreement. Section 10. Public Facilities. As of the Effective Date, the Dev an extensive analysis of the Public Facilities available to serve the Street Project. In the event that the Existing Zoning and/or the Comp Developer Party or the Retail Developer Party to provide Public Fa deficiencies in required levels of service occasioned by future developmen or as a result of the development of the Retail Street Project, such Develope Developer Party, as appropriate, shall provide such Public Facilities consisten requirements of s, 163,3180(2)(a), (b) and (c), Florida Statutes (2011), or as oth by Chapter 13 of the City Code, if applicable. The Developer Parties shall be boun impact fees and assessments in existence as of the Effective Date of this Agreement. Section 11. Project Approval. (a) er Parties have conducted P Area and the Retail ensive Plan require a ies to address any th1n the SAP Area arty or the Retail with the timing wise required by the City Future Development Review. Future development within the Miami D `gn District Retail Street SAP shall proceed pursuant to the processes and (24643761;2) 9 SUBSTITUTED accordance with the design set forth in the Regulating Plan and Design Concept Book, attached as Exhibit "B". The criteria to be used in determining whether e development shall be approved is consistency with the Comprehensive , this Agreement and the Miami Design District Retail Street SAP. (b) Pro ition on Downzoning. (1) 'e Comprehensive Plan, the Existing Zoning, and this Agreement ad sha govern the development of the certain SAP Properties designated part the SAP and of the Retail Street Project for the duration of the Agree n . The City's laws and policies adopted after the Effective Date may be . .plied to the SAP only if the determinations required by s, 163.3233( Florida Statutes (2011) have been made after 30 days written notice to the developer and following a public hearing or as otherwise provided he e' (2) Pursuant to s. 16 233(3), Florida Statutes (2011), this prohibition on downzoning supple nts, rather than supplants, any rights that may vest to Developer Parties er Florida or Federal law. As a result, Developer Parties may challenge any subsequently adopted changes to land development regulations ed on (a) common law principles including, but not limited to, equitabl, estoppel and vested rights, or (b) statutory rights which may accrue byvi e of Chapter 70, Florida Statutes (2011). Section 12. Alcoholic Beverage Sales. -Upon approv 4 of the City Code, two (2) Retail Specialty Centers are h the SAP Area, The Miami Design District Retail Stree ("Retail Specialty Center North") shall consist of all SAP Prop of the right-of-way of NE 40th Street and the Miami Design Specialty Center South ("Retail Specialty Center South") shal of the mid -line of the right-of-way of NE 40th Street. is Agreement, pursuant to Chapter eby designated for properties within P Retail Specialty Center North es located north of the mid -line ict Retail Street SAP Retail in ude properties located south The maximum number of establishments selling alcoholic beverage .ermitted within each Retail Specialty Center shall not exceed five (5) establishments, i lusive of any such establishments in existence as of the date of this Agreement, but exclusi of any bona fide, licensed restaurants where the sale of alcoholic beverages is entirely in 'dental to and in conjunction with the principal use of the sale of food (e.g. bona fide, licensed r taurants, with a 2-COP, 2-COP SRX, 4-COP, 4-COP SRX or an equivalent license). The numb of approved establishments may be increased by amendment to this Agreement. Each establishment selling alcoholic beverages permitted within the Retail Special Center North and the Retail Specialty Center South, exclusive of bona fide, licensed restaurant here the sale of alcoholic beverages is incidental to the principal use of the sale of food, sh. be permitted pursuant to the requirements of the Miami Design District Street Regulating P attached hereto as part of Exhibit "B", and any applicable provision of Chapter 4 of the Ci Code not in conflict with the provisions of this Agreement. (24643761;2} 10 SUBSTITUTED Each o the alcohol beverage establishments within both the Retail Street SAP Retail Specialty Center rth and Retail Specialty Center South permitted pursuant to this Section shall be reserved f. the benefit of the Retail Developer Party, unless otherwise modified by a separate written agree ent between the Developer Parties. Section 13. et Parkin. The Developer Parties intend to establish a uniform valet system to service the S Properties and the District generally. Notwithstanding the limitations set forth in Sec. 35-30 , a maximum of two (2) valet permits may be issued for the operation of a valet parking ramp on e same side of the block where the permit applicant is the operator of the uniform valet system. Section 14. Tem / ecial Events. To the extent governed by the laws and regulations of the City of Miami, the City o mission hereby finds and agrees that the following special events constitute ancillary use of the Retail Street Project: event banners, farmers' markets, grand openings, holiday sales, o oor sales, ground breakings, and neighborhood sales events. For events which the Retail Develo er Party anticipates to exceed (75%) seventy five percent of the maximum permitted occupancy, iclusive of Open and Civic Space or (2,100) two thousand one hundred guests, whichever is less, e Retail Developer Party, or its designee, shall submit an application for review to the City Ne hborhood Enhancement Team (NET) office servicing the District no less than five (5) working ys prior to the date of any such event. The City agrees to complete its review within three working days of the submittal of the required application to ensure coordination of needed ty services and avoid possible adverse impacts due to multiple events occurring within the irnme. ate and surrounding area. The City Commission further finds th the above -listed activities, which shall not exceed the maximum permitted occupancy of the Ret Street Project, will not: substantially interrupt the safe and orderly ovement of other traffic contiguous to the special event; (ii) substantially diminish routine police service leve to the entire community; ( ') unduly interfere with the proper fire and police prote tion or ambulance service to areas contiguous to the special event as a result of concentration of persons and vehicles; (iv) interfere with the movement of firefighting apparatus en r. ute to an emergency call; and (v) present an unreasonable danger to the health and safety of the pu Notwithstanding the requirements of Secs. 62-521, and 62-522, the above -stated a ivities shall not require the issuance of a City permit. Section 15. Public Benefits. (a) Job Creation & Employment Opportunities. Generally, the Developer Pa es shall consult with local and/or state economic development entities regarding 24643761;2) 11 SUBSTITUTED training and job placement services for area city residents seeking employment opportunities with potential employers which will locate or establish a business • hin the SAP Area. (2) (3) Construction Employment. The Developer Parties shall use best efforts to work with the City in the following areas: Job Sourcing, The Developer Parties shall require their general contractor(s) to use best efforts to work with the City's Miami orks Initiative to source job opportunities for both skilled and u killed laborers seeking employment opportunities within the co truction industry. b. Com,n ily Business Enterprise (CBE) Participation. The Develop Parties shall require their general contractor(s) to use best efforts to ssign a minimum of twenty percent (20%) of the construction contract value to subcontractors whose firms are certified by M ...Dade County as CBEs. c. Local Workforc Participation. The Developer Parties shall require their gener. contractor(s) to use best efforts to employ a minimum of twenty cent (20%) of on -site labor from persons residing within the m cipal boundaries of the City of Miami. Restaurant and Retail Ernployme a significant number of employ retail sectors will be generated wi shall use best efforts to work with culinary and retail institutes, or with si in consultation with the City, to place programs in employment opportunities withi The Developer Parties anticipate that opportunities in the culinary and e SAP Area. Developer Parties i Dade College, through its institutions or organizations, qualified graduates of such SAP Area. Hospitality Employment. The Developer Pai of job opportunities in the hospitality sector SAP Area. The Developer Parties shall use bes Miami Dade College, through its hospitality ins institutions and organizations, in consultation with qualified graduates of the hospitality institute in employm within the SAP Area. In addition, the Developer Parties efforts to assist the City in identifying employment opportu {24643761;2} 12 e anticipate that a number ill e generated within he orts to work with , or with similar City, to place t opportunities 1 use best ities within (b) SUBSTITUTED the hospitality sector outside the SAP Area and place qualified graduates of the hospitality institute in positions, c/Open Space Enhancements. As consideration for certain reductions to dards set forth in the City's land development regulations, the Developer Pa hereby agree to undertake the following improvements: (1) Woodson Mini -Park: The City owns and operates an existing mini -park, ated at approximately 699 NE 36th Street (Folio No. 01-3219-000- 00 0), consisting of a parcel of land approximately 6,811 sq. ft. in size and any provements thereon. In consultation with City Planning staff and subjei to their approval, and that of any other City department, the Deve o Parties hereby agree to design and construct the proposed improve ents (e.g. enhanced landscaping, lighting, fencing, and similar improve s), etc., to the park at their sole cost and expense within three (3) years of Effective Date of this Agreement, (2) Park/0 a A uisition: The Developer Parties shall use best efforts to acquire a p. el of land of not less than 3,500 sq. ft. in size for park/open space ithin the SAP Area, the District, or within the immediate vicinity he District to offset a deficiency of (20,114 sq. ft.) twenty thousand squ feet of required Open Space. Said parcel of land shall be dedicated to th- as a public park/open space and improved by the Developer Parties, ich improvements shall be consistent with the design treatment approve by the City for Woodson Mini -Park and incorporate similar elements e.g. enhanced landscaping, lighting, fencing, and similar improvements), The Developer Parties shall complete such acquisition and improve within three (3) years of the Effective Date of this Agreement. If such acquisition is not timely co eted within period set forth above, the Developer Parties shall be requiree o make a contribution to the City's Public Parks and Open Space Trust nd in an amount equal to the required cash contribution contemplated der Sec. 3.14.4.b.3. of Miami 21 for not less than (20,114 sq. ft.) twenty ousand one hundred fourteen square feet of Open Space. The amount said contribution shall be apportioned between each Developer Party in cordance with method set forth in subparagraph (3) below. (3) Apportionment of the Cost of Enhancement Acquisition. The improvements and park acquisition referred to in and (2) above are called the "Park/Enhancement/Acquisition." The ost of the Park Enhancement/Acquisition shall be borne by the Develop Parties. Unless and to the extent that the Developer Parties otherwise agr by instrument signed by the Developer Parties and recorded in the Pub c Records of Miami -Dade County, Florida: (a) the Park Enhancement/Ac. sition shall be initiated by the Retail Developer; (b) each Developer Party all pay to {211613761;2} 13 SUBSTITUTED the Retail Developer its share of such cost of the Park Enhancement/Acquisition as costs are incurred; (c) Retail Developer shall from time to time have the right to issue (and record at Retail Developer's option), certificates indicating the status of any sums due to it for the Park Enhancement/Acquisition. Any such sums not paid to the Retail Developer within ten (10) days after such payment is due shall bear nterest at the rate of 18% per annum (but not more than the highest rate itted by law) and shall constitute a lien on the property within the that is owned by such Developer Party from whom such payment is due. (c) Street Right-o ay Improvements. In order to foster a uniform aesthetic, the Developer Parties Retail Developer Party, where appropriate, agree that any right-of-way impro ments to the northern half of NE 38th Street, all of NE 39th Street, and the southe half of NE 4211d Street between NE 1st and 2" Avenues, as well as right-of-way im overnents to NE lg and 2"d Avenues between NE 38th and 42"d Streets, shall i ude the entire length of the block, even when SAP Properties only make-up a p ion of the block. The Retail Developer Party shall, at a minimum, improve the ht-of-way immediately fronting SAP Properties along NE 40'1' and 41 Streets, Developer Parties and Retail Developer Party agree to construct and maintain, a heir sole cost and expense, any non-standard improvements to the rights -of -way a escribed above. The Developer Parties further agree to s .port the City's best efforts to effectuate the construction of improvements within .ortions of the right-of-way fronting non -SAP Properties and which will serve to reate a uniform or complementary design aesthetic within the SAP Area, wheth through the adoption of design guidelines requiring right-of-way enhancemen which complement the non- standard improvements proposed by the Develo Parties, solicitation of an appropriation from another governmental body to c struct such improvements, or other appropriate action, In the event the City's i st efforts fail to procure either funding for or construction of the desired rig -of-way improvements within three (3) years of the Effective Date of this eement, the Retail Developer Party further agrees to design and construct the 1 tprovements within the portions of right-of-way fronting on non -SAP Properties ong NE 40th and 41 Streets. (d) NE 42nd Street Landscaping Enhancements. As evidenced by e letter of support dated November of 2011 from the Buena Vista Eas Historic Neighborhood Association ("Association"), attached hereto as part of E it "E", the Retail Developer party shall work collaboratively with the Association n the final design treatment for the north wall of the building slated for developme on north block within the SAP Area, the preliminary design treatment for which s illustrated on pages A3.4 and A3,5 of the Design Concept Book, attached here as part of Exhibit "B", The Retail Developer Party shall present the final design treatment to the Planning Director for review and approval, following (24643761;2) 14 SUBSTITUTED consultation with the Association, which review shall be evaluated for consistency with the standards set forth in Art. 4, Table 12. Section 1 Local Development Permits. (a) The development of the SAP Property in accordance with the Existing Zoning is ntemplated by Developer Parties. Redevelopment of the SAP Property may re uire additional permits or approvals from the City, County, State, or Federal go nment and any division thereof. Subject to required legal process and appr. als, the City shall make a good faith effort to take all reasonable steps to cooper. e with and facilitate all such approvals. Such approvals include, without limitatio the following approvals and permits and any successor or analogous approvals d permits: (b) Section 17, Permits. (1) Subdi ision plat and/or waiver of plat approvals; (2) Covenan. or Unity of Title acceptance or the release of existing unities or covenants, (3) (4) (5) (6) (7) Building per ; Certificates of u and/or occupancy; Stormwater Per Development of Regi al Impact approval, modification or exemption; and Any other official action s the City, County, or any other government agency having the effect of p mitting development of the SAP Property. In the event that the City substantially regarding site plan approval procedures, project on the SAP Properties shall be v recorrunendation of the Planning Director. it meets the requirements and criteria of the Plan and the terms of this Agreement. Com.1 in with Local Re odifies its land development regulations uthority to approve any site plan for a d solely in the City Manager, with the y such site plan shall be approved if ing Zoning, the Comprehensive u o Deve The Developer Parties and the City agree that the failure of thi Agreement to address a particular permit, condition, fee, term, license, or restriction in effect o the Effective Date shall not relieve the Developer Parties of the necessity of complying with regulation governing said permitting requirements, conditions, fees, terms, licenses, or restric (24643761;2) 15 SUBSTITUTED Section 1 Reservation of Development Rights. (a) For the term of this Agreement, the City hereby agrees that it shall permit the evelopment of the SAP Property in accordance with the Existing Zoning, the prehensive Plan and the Agreement. (b) Not g herein shall prohibit an increase in the density or intensity of deve nent permitted in the SAP Area in a manner consistent with (a) the Existin Zoning and/or the Comprehensive Plan, (b) any zoning change subseque ly requested or initiated by a Developer Party in accordance with applicable ovisions of law or (c) any zoning change subsequently enacted by the City. The expiration termination of this Agreement shall not be considered a waiver of, or limitation pon, the rights, including, but not limited to, any claims of vested rights or e itable estoppel, obtained or held by Developer Parties or its successors or assign to continue development of the SAP Property in conformity with Existing Zoning d all active prior and subsequent development permits or development orders gr. ed by the City. Section 19. Annual Review. (a) The City shall review the d- elopment that is subject to this Agreement once every twelve (12) months, co encing twelve (12) months after the Effective Date, through the expiration o termination of this Agreement, or approved development right listed on pg. -9 of the Design Concept Book, whichever occurs first. The City shall beg the review process by giving notice to Developer Parties, a minimum of thi (30) days prior to the anniversary date of the Agreement, of its intention to und .ke the annual review of this Agreement. Copies of such annual review shall be pr ided to the Developer Parties. (b) Any information required of a Developer y during an annual review shall be limited to that information necessary to s termine the extent to which the Developer Party is proceeding in good faith comply with the terms of this Agreement. If the City finds, on the basis of competent substan I evidence, that a Developer Party has not proceeded in good faith to comply with ie terms of the Agreement, the City may take action to terminate or amend this greement with respect to said Developer Party. The City shall provide said Dev oper Party with written notice of its intent to terminate or amend the Agreement. Said notice shall state the reasons for the termination or amendment. Upon rece of such notice, the Developer Party shall have thirty (30) days to cure the de ult, or such longer period of time as may reasonably be required to cure the defa t if the default by its nature cannot be cured within thirty (30) days; provided, ever, that the Developer Party commences certain acts within thirty (30) day' and diligently pursues the cure thereafter. Should the Developer Party fail to c e within the 124643761;2) 16 SUBSTITUTED aforementioned period, the City may terminate or amend this Agreement as to that Developer Party in accordance with the requirements of Section 36. Section 20. Notices, notices, demands and requests which may or are required to be given h eunder shall, except as otherwise expressly provided, be in writing and del ered by personal service or sent by United States Registered or Certified Mail, eturn receipt requested, postage prepaid, or by overnight express delivery, such a ederal Express, to the parties at the addresses listed below. Any notice given p uant to this Agreement shall be deemed given when received. Any actions re red to be taken hereunder which fall on Saturday, Sunday, or United States legal olidays shall be deemed to be performed timely when taken on the succeeding da thereafter which shall not be a Saturday, Sunday or legal holiday. To the City: With a copy to: To Developer Parties: City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 y Attorney C of Miami Riverside Center 444 W. 2nd Ave., 9th Floor Miami, 3130 Planning oning Director City of Miami Riversi e Center 444 S.W. 2nd A nue, 3rd Floor Miami, FL 3313 39th St. (Del.) LLC 40 District LLC Ben Newton LLC Cumberland Acquisitions, L C Dacra Design 4141 LLC Dacra Design Associates (Del.) C Dacra Design Moore (Del.) LLC FCAA, LLC Half Circle Property (Del.) LLC Lovely Rita Acquisitions, LLC McCrory Design Associates (Del,) LLC McCrory Design Buick (Del.) LLC (24643761;2) 17 Section 21. understood and agreed by the parties hereto, that this Agreemen of the State of Florida, and any applicable federal law, both as to in and that any action at law, suit in equity or judicial proceedings Agreement or any provision hereof shall be instituted only in the court federal courts and venue for any such actions shall lie exclusively jurisdiction in the County. In addition to any other legal rights, the Ci shall each have the right to specific performance of this Agreement in co bear its own attorney's fees. Each party waives any defense, whether a pleading, that the aforementioned courts are an improper or inconvenient ven parties consent to the personal jurisdiction of the aforementioned courts and any objections to said jurisdiction. The parties irrevocably waive any rights to a SUBSTITUTED MID -I Lee, LLC Monte Carlo Associates (Del.) LLC Mosaic (Del.) LLC Norwegian Wood Acquisitions, LLC Oak Plaza Associates (Del.) LLC Sweet Virginia Acquisitions LLC Attn:: Craig Robins 3841 NE 2nd Avenue, Ste. 400 Miami,FL 33137 Flagler Holding Group, Inc. Attn: John Petersen 4218 NE 2"d Avenue, 2"d Floor Miami, FL 33137 With copies to: Akerman Senterfitt Attn: Neisen O. Kasdin, Esq. 1 SE 3"d Avenue, 25th Floor ami, FL 33131 Any Party to this Agreement written notification to the rema of this section. change its notification address(es) by providing parties pursuant to the terms and conditions Upon the occurrence of any event of ault by any Developer Party, as described in Section 28, or a determination by ie City that a Developer Party has not proceeded in good faith to comply with erms of this Agreement, as described in Section 19, the City shall provide writ n, courtesy notice of said default to each non -defaulting Developer Party. Said otice shall identify the name of the defaulting party, the address of the subject pro y(ies), and specify the default. Exclusive Venue Choice of {24643761;2) 18 'erformance. It is mutually be governed by the laws rpretation and performance, the enforcement of this of the State of Florida or a court of competent d Developer Parties Each party shall ed by motion or oreover, the vocably waive trial. SUBSTITUTED Section Voluntary Compliance. Developer Parties and the City agree that in the event all Or any p of this Agreement is struck down by judicial proceeding or preempted by legislative action, Dev. oper Parties and the City shall continue to honor the terms and conditions of this Agreement to e extent allowed by law. Section 23. Oral Change or Termination. This Agreement and the exhibits and appendices appen d hereto and incorporated herein by reference, if any, constitute the entire Agreement betwee the parties with respect to the subject matter hereof. This Agreement supersedes any prior greements or understandings between the parties with respect to the subject matter hereof, d no change, modification or discharge hereof in whole or in part shall be effective unless such ge, modification or discharge is in writing and signed by the party against whom enforcemen of the change, modification or discharge is sought. This Agreement cannot be changed or termin. ed orally. Section 24. Compliance wi Applicable Law. Subject to the terms and conditions of this Agreement, throughout the Te of this Agreement, Developer Parties and City shall comply with all applicable federal, state o ocal laws, rules, regulations, codes, ordinances, resolutions, administrative orders, permits, poli.es and procedures and orders that govern or relate to the respective Parties' obligations and ormance under this Agreement, all as they may be amended from time to time. Section 25. Representations; Represent. yes. Each party represents to the others that this Agreement has been duly authorized, deliv- and executed by such party and constitutes the legal, valid and binding obligation of such p enforceable in accordance with its terms. Section 26. No Exclusive Remedies. No rem dy or election given by any provision in this Agreement shall be deemed exclusive unless exp ssly so indicated. Wherever possible, the remedies granted hereunder upon a default of the party shall be cumulative and in addition to all other remedies at law or equity arising from suc event of default, except where otherwise expressly provided. Section 27. Failure to Exercise Rights not a Waiver; ver Provisions. The failure by any party to promptly exercise any right arising hereunder shall constitute a waiver of such right unless otherwise expressly provided herein. No waiver or .reach of any provision of this Agreement shall constitute a waiver of any subsequent breach o e saine or any other provision hereof, and no waiver shall be effective unless made in writing. Section 28. Events of Default. (a) An event of default by any one Developer Party shall n t constitute an event of default by all Developer Parties and shall not adversely ct the rights of those parties in good standing under this Agreement. (b) A Developer Party shall be in default under this AgreementDeveloper Party fails to perform or breaches any term(s), covenant(s), or con 'on(s) of this Agreement, which breach is not cured within thirty (30) days er receipt of written notice from the City specifying the nature of such brew; provided, however, that if such breach cannot reasonably be cured within thi (30) days, {24643761;2) 19 SUBSTITUTED then Developer Party shall not be in default if it commences to cure such breach within thirty (30) days and diligently prosecutes such cure to completion. The City shall be in default under this Agreement if the City fails to perform or eaches any term(s), covenant(s), or condition(s) of this Agreement and such e is not cured within thirty (30) days following receipt of written notice from any Developer Party specifying the nature of such breach; provided, however, that i uch breach cannot reasonably be cured within thirty (30) days, the City shall no be in default if it commences to cure such breach within thirty (30) days and 'tly prosecutes such cure to completion. (d) It shall not b. a default under this Agreement if any party is declared bankrupt by a court of co ietent jurisdiction. All rights and obligations in this Agreement shall survive suc bankruptcy of either party. The parties hereby forfeit any right to terminate this A: eement upon the bankruptcy of the other party. (e) The default of a succ s r or assignee of any portion of Developer Party's rights hereunder shall not be erred a breach by such Developer Party. Section 29. Remedies Upon Default, (a) Neither party may terminate s Agreement upon the default of the other party, but shall have all of the remedie enumerated herein. (b) Upon the occurrence of a default the applicable grace period, Develop may seek specific performance of performance shall not waive any righ damages, injunctive relief, or any other Agreement. The City hereby acknowledges Agreement is not limited by sovereign immun a party to this Agreement not cured within Parties and the City agree that any party Agreement, and that seeking specific of such party to also seek monetary elief other than termination of this any claim for damages under this or similar limitation of liability. Section 30. Severability. If any term or provision of this Agr ent or the application thereof to any person or circumstance shall, to any extent, hereafter b determined to be invalid or unenforceable, the remainder of this Agreement or the application such term or provision to persons or circumstances other than those as to which it is held invali. .r unenforceable shall not be affected thereby and shall continue in full force and effect. Section 31. Assignment, Transfer, & Joinder. (a) This Agreement shall be binding upon each Developer P and its heirs, successors and assigns, including the successor to or assignee any Property Interest. Each Developer Party, in its sole discretion, may assign, whole or in part, this Agreement or any of its rights and obligations hereunder, o ay extend the benefits of this Agreement, to any holder of a Property Interest ' out the prior written consent or any other approval of the City. Notice of any a gnment or transfer shall be provided to the City in accordance with the require nts of Section 20. Any such assignee shall assume all applicable rights and oblig. ions (24643761;2) 20 SUBSTITUTED under this Agreement and upon such assumption, the assigning party shall be released from all obligations assumed by such assignee. dditional parties, whether affiliates or assignees of a Developer Party or an elated third -party, may be added to this Agreement if the party added holds a Pr. 'erty Interest in the Miami Design District, as defined in prior Zoning 0rd ce 11000, more particularly SD-8. Any unrelated third -party desiring to join th. SAP must satisfy the Open Space, Civic Space, and parking requirements required der the Miami 21 Code independent of the Open Space, Civic Space, and parkin provided by the Developer Parties within the SAP Area. Said parties may be add to this Agreement through the execution of a joinder form in the form attached Exhibit "D", which form shall be recorded in the public records of Miami -Dade ounty. Such party shall be a Developer Party, and such joinder form shall be a owledged under this Agreement. Any rights conferred hereunder to an adi ' nal party are subject to City Commission action approving a zoning atlas amen nt designating the joined property a part of the Miami Design District Retail eet SAP in compliance with any and all applicable laws governing notice of such ction. Section 32. any contrary term or provision contained he Agreement, the following obligations shall s and effect until the expiration of a one year such termination or the expiration of the Term: provisions contained herein; (ii) rights of any party prior to expiration or earlier termination of this Agre herein which expressly indicates either that it survives or may be applicable or effective beyond the expiration o Obligations Surviving Term ation Hereof. Notwithstanding and prevailing over , in the event of any lawful termination of this ve such termination and continue in full force following the earlier of the effective date of i) the exclusive venue and choice of law sing during or attributable to the period nt, and (iii) any other term or provision e termination or expiration hereof or is ermitted early termination hereof. Section 33. Lack of Agency Relationship. Nothing cont establishing an agency relationship between the City and Developer Parties nor its employees, agents, contractors, subs guests shall be deemed agents, instrumentalities, employees, or c purpose hereunder, and the City, its contractors, agents, and emp contractors, agents, or employees of Developer Parties or their affiliates. ned herein shall be construed as eveloper Parties and neither iaries, divisions, affiliates or tractors of the City for any ees shall not be deemed bsidiaries, divisions or Section 34. Cooperation• Expedited Permitting and Time is of the Essenc (a) The Parties agree to cooperate with each other to the full tent practicable pursuant to the terms and conditions of this Agreement. The P ies agree that time is of the essence in all aspects of their respective and mutual r. .ponsibi1ities pursuant to this Agreement. The City shall use its best efforts to pedite the permitting and approval process in an effort to assist Developer arties in achieving its development and construction milestones. The will accommodate requests from Developer Parties' general contracto and subcontractors for review of phased or multiple permitting packages, su as {24643761;2} 21 SUBSTITUTED those for excavation, site work and foundations, building shell, core, and interiors. In addition, the City will designate an individual within the City Manager's office who will have a primary (though not exclusive) duty to serve as the City's point of contact and liaison with 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 uthority or right to review and approve all applications for such permits and enses. (b) No thstanding the foregoing, the City shall not be obligated to issue deve1 iment permits to the extent a Developer does not comply with the applica e requirements of the Existing Zoning, the Comprehensive Plan, this Agreem t and applicable building codes. Section 35. Enforceme (a) In the event a Developer Party, its successors and/or assigns fail to act in accordance with e terms of the Existing Zoning, the City shall seek enforcement of said violation upon the property(ies) within the SAP controlled by such Developer Party or s successor and/or assigns, as applicable. (b) Enforcement of this A eement shall be by action against any parties or person violating, or attempting • violate, any covenants set forth in this Agreement. The prevailing party in any ac n or suit pertaining to or arising out of this Agreement shall be entitled to recover, addition to costs and disbursements allowed by law, such sum as the Court may a 'udge to be reasonable for the services of his/her/its attorney, (c) This enforcement provision shall e in addition to any other remedies available at law, in equity or both. Section 36. Amendment or Termination b amended or terminated during its term except by mu City or following an event of default. Prior to any ame during its term, the City shall hold two public hearings and deliberate such amendment or termination. Consent. This Agreement may not be eement of a Developer Party and the nt or termination of this Agreement b ore the City Commission to consider Section 37. Third Party Defense. City and Developer P. s shall, at their own cost and expense, vigorously defend any claims, suits or demands brou t against them by third parties challenging the Agreement or the Project, or objecting to any as. et thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.321 Florida Statutes (2011), (ii) a petition for writ of certiorari, (iii) an action for declaratory judg ent, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' -s). City and Developer Parties shall promptly give the other written notice of any such action, ncluding those that are pending or threatened, and all responses, filings, and pleadings with respet thereto. Section 38. No Conflict of Interest. Developer Parties agree to comply th Section 2-612 of the City Code as of the Effective Date, with respect to conflicts of interest. (24643761;2) 22 SUBSTITUTED Sectio 9. No Third -Party Beneficiary. No persons or entities other than Developer Parties and the ity, their heirs, permitted successors and assigns, shall have any rights whatsoever under this greement. Section 40. ounte s. This Agreement may be executed in two or more counterparts, each of which all constitute an original but all of which, when taken together, shall constitute one and the same fzreement. Section 41. Sta u Upon request from time to time by any Developer Party, or its successor and/or assigns, or any ortgagee of any Developer Party or its successor and/or assign, the City shall deliver to such re esting party a letter (in recordable form, if requested) stating whether the obligations of such D veloper Party or its successor and/or assign under this Agreement are current and in good standi or have been satsified. In the event such Developer Party or its successor and/or assign is no current in its obligations or such obligations are not satisfied, said letter shall state the particular anner in which such person's obligations under this Agreement are not current and in good s g or have not yet been satisfied. NOW, THEREFORE, the and Developer Parties have caused this Agreement to be duly executed. [Signature block or City and Developer Parties (24643761;2) 23 SUBSTITUTED WITNESS hereof the parties have caused this Agreement to be duly entered into and signed o the date written above. Witnesses: 39th St. (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me 2012, by , as of ASSOCIATES MANAGER LLC, a Delaware limited liability co manager of 39th St. (Del.) LLC, a Delaware limited liability company, to me or produced as identification. My commission expires: NOTARY PUBLIC, S Print Name: {24643761;2} 24 day of II DESIGN DISTRICT ny, in its capacity as e is personally known -Large SUBSTITUTED ESS hereof the parties have caused this Agreement to be duly entered into and signed as o e date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE 40 District LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Title: The foregoing instrument was acknowledged before me 2012, by , as of ASSOCIATES MANAGER LLC, a Delaware limited liability comp manager of 40 District LLC. He is personally known to me or produce as identification. My commission expires: day of DESIGN DISTRICT , in its capacity as NOTARY PUBLIC, State of Florida a Print Name: {24643761;2} 25 arge SUBSTITUTED TNESS hereof the parties have caused this Agreement to be duly entered into and signed as the date written above. Witnesses: Ben Newton LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me day of 2012, by , as ofMIAMI ESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, its capacity as manager of Ben Newton LLC. He is peronally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida a Print Name: (24643761;2) 26 SUBSTITUTED TNESS hereof the parties have caused this Agreement to be duly entered into and sign o the date written above. Witnesses: Cumberland Acquisitions, LLC a Delaware limited liability company MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before e this day of 2012, by , as o AMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability c pany, in its capacity as manager ofCumberland Acquisitions, LLC, He is personally kno to me or produced as identification. My commission expires: NOTARY PUBLIC, State at -Large Print Name: (24643761;2) 27 SUBSTITUTED IN TNESS hereof the parties have caused this Agreement to be duly entered into and of date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) Dacra Design 4141 LLC a Delaware limited liability company, by DACRA 4141 MANAGING MEMBER, INC., a Florida corporation, its managing member. By: Print Name: Title: The foregoing instrument was acknowledged before me 2012, by , as MEMBER, INC., a Florida corporation, on behalf of that corporation member of Dacra Design 4141 LLC, a Delaware limited liability co company. He is personally known to me or who produced identification. My commission expires: day of 4141 MANAGING capacity as managing any, on behalf of that as NOTARY PUBLJC, State of Florida at-L ge Print Name: (24643761;2) 22 SUBSTITUTED IN W ' ESS hereof the parties have caused this Agreement to be duly entered into and signed as of the • ate written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) Dacra Design Associates (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Title: The foregoing instrument was acknowledged before me this 2012, by , as of MIAM ASSOCIATES MANAGER LLC, a Delaware limited liability company, manager of Dacra Design Associates (Del.) LLC, who is personally known produced as identification. My commission expires: day of ESIGN DISTRICT its capacity as o me or who NOTARY PUBLIC, State of Florida at -La e Print Name: {24643761;2} 29 h SUBSTITUTED ESS hereof the parties have caused this Agreement to be duly entered into and signed as of th date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE Dacra Design Moore (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Title: The foregoing instrument was acknowledged before me 2012, by , as of M ASSOCIATES MANAGER, LLC, a Delaware limited liability comp manager of Dacra Design Moore (Del.) LLC, who is personally known as identification. My commission expires: day of DESIGN DISTRICT , in its capacity as e or who produced NOTARY PUBLIC, State of Florida a Print Name: {24643761;2} 30 ge SUBSTITUTED ESS hereof the parties have caused this Agreement to be duly entered into and signed as o th date written above. Witnesses: FCAA, LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this 2012, by , as of MIA ASSOCIATES MANAGER, LLC, a Delaware limited liability company, manager of FCAA, LLC. He is personally known to me or produced as identification. My commission expires: day of ESIGN DISTRICT its capacity as NOTARY PUBLJC, State of F o ida at - Print Name: {24643761;2) 31 SUBSTITUTED ESS hereof the parties have caused this Agreement to be duly entered into and signed as af date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) Half Circle Property (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Title: The foregoing instrument was acknowledged before me 2012, by as of MIA ASSOCIATES MANAGER, LLC, a Delaware limited liability comp manager of Half Circle Property (Del.) LLC. He is personally known as identification. My commission expires: day of DESIGN DISTRICT , in its capacity as o e or produced NOTARY PUBLIC, State of Florida a a ge Print Name: (24643761;2} 32 SUBSTITUTED TNESS hereof the parties have caused this Agreement to be duly entered into and signed o the date written above. Witnesses: Lovely Rita Acquisitions, LLC a Delaware limited liability company, by MDDA SWEET BIRD MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me day of 2012, by , as of MD A SWEET BIRD MANAGER LLC, a Delaware limited liability company, in its capacl as manager of Lovely Rita Acquisitions, LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of F orida a Print Name: {2464376 I ;2) 33 SUBSTITUTED TNESS hereof the parties have caused this Agreement to be duly entered into and signed o the date written above. Witnesses: McCrory Design Associates (Del.) LLC a Delaware limited liability company By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before e this day of 2012, by , as 0 MeCrory Design Associates (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State o Flo *da. at -Large Print Name: {24643761;2) 34 SUBSTITUTED TNESS hereof the parties have caused this Agreement to be duly entered into and si o the date written above. Witnesses: McCrory Design Buick (Del.) LLC a Delaware limited liability company By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me day of 2012, by , as ofMo o y Design Buick (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State° Florida a a ge Print Name: {24643761;2} 35 SUBSTITUTED IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed . of the date written above. Witnesses: MDDA Garage LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this • : of 2012, by , as of MIAMI DESK DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its c. •acity as manager of MDDA Garage LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: (24643761;2} 36 SUBSTITUTED TNESS hereof the parties have caused this Agreement to be duly entered into and signed o the date written above. Witnesses: MID -I Lee, LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this da of 2012, by , as of MIAMI DESIG DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its ca, city as manager of MID -I Lee, LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: (24643761;2) 37 SUBSTITUTED ITNESS hereof the parties have caused this Agreement to be duly entered into and sinnedo the date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE Monte Carlo Associates (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Title: The foregoing instrument was acknowledged before me this 2012, by , as ofMIAMI D ASSOCIATES MANAGER LLC, a Delaware limited liability company, in manager of Monte Carlo Associates (Del.) LLC. He is personally known to as identification. My commission expires: d ay of GN DISTRICT capacity as produced NOTARY PUBLIC, State of Florida at -Large Print Name: (2464376 1;2) 38 SUBSTITUTED TNESS hereof the parties have caused this Agreement to be duly executed and signe as o the date written above. Witness: Print Name: Print Name: STA I E OF FLORIDA COUNTY OF MIAMI-DADE Moonlight Mile Acquisitions, LLC, a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Title: The foregoing instrument was acknowledged before me 2012, by , as of ASSOCIATES MANAGER LLC, a Delaware limited liability co manager of Moonlight Mile Acquisitions, LLC. He is personally as identification. My commission expires: s day of I DESIGN DISTRICT • y, in its capacity as 10 to me or produced NOTARY PUBLIC, State of Florida a Print Name: (24643761;2) 39 arge SUBSTITUTED IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signei of the date written above, Witnesses: Mosaic (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as ofMJAMI SIGN DISTRICT ASSOCIATES MANAGER LLC, a limited liability company, in its capaci' as manager of Mosaic (Del.) LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: (24643761;2) 40 SUBSTITUTED ESS hereof the parties have caused this Agreement to be duly entered into and signed as ofth. date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE Norwegian Wood Acquisitions, LLC a Delaware limited liability company, by MDDA SWEET BIRD MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Title: The foregoing instrument was acknowledged before me this day of 2012, by , as of MDDA S ET BIRD MANAGER LLC, a Delaware limited liability company, in its capacity as ni4 • ager of Norwegian Wood Acquisitions, LLC, He is personally known to me or produc as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: (24643761;2) 41 SUBSTITUTED TNESS hereof the parties have caused this Agreement to be duly entered into and signed as the date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) Oak Plaza Associates (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Title: The foregoing instrument was acknowledged before me this 2012, by , as of MIA ASSOCIATES MANAGER LLC, a Delaware limited liability company, manager of Oak Plaza Associates (Del.) LLC. He is personally known to as identification. My commission expires: day of SIGN DISTRICT capacity as produced NOTARY PUBLIC, State of Florida at -Large Print Name: {24643761;2} 42 SUBSTITUTED IN SS hereof the parties have caused this Agreement to be duly entered into and signed as of date written above. Witnesses: Rocky Raccoon Acquisitions (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2012, by , as of MIA ESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its capacity as manager of Rocky Raccoon Acquisitions (Del.) LLC. He is personally kno • to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida a Print Name: 64 761;2) 43 SUBSTITUTED NESS hereof the parties have caused this Agreement tc be duly entered into and signed as of date written above. Witnesses: Sweet Virginia Acquisitions LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its manager By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me is 2012, by , as ASSOCIATES MANAGER LLC, a Delaware limited liability c manager of Sweet Virginia Acquisitions LLC. He is personally kno as identification. My commission expires: {24643761;2} day of DESIGN DISTRICT y, in its capacity as me or produced NOTARY PUBLIC, State o Florida Print Name: ge SUBSTITUTED ITNESS hereof the parties have caused this Agreement to be duly entered into and signed as e date written above. Witnesses: Flagler Holding Group, Inc. a Florida for -profit corporation By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before m this day of , 2012, by , as of g1er Holding Group, Inc., who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, S Print Name: {24643761;2} 45 a at ge SUBSTITUTED ITNESS hereof the parties have caused this Agreement to be duly entered into and signed as o e date written above. CITY OF MIAMI, a municipal corporation located within the State of Florida Witnesses: By: Johnny Martinez City Manager Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me is day of 2012, by Johnny Martinez, in his capacity as City Manager, on be of the municipal corporation, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florid 4 Large Print Name: {24643761;2} 46 {24643761;2) SUBSTITUTED Exhibit "A" Legal Descriptions of the Property 47 SUBSTITUTED Exhibit "B" Miami sign District Retail Street SAP Regulating Plan and Design Concept Book (24643761;2) 48 SUBSTITUTED Exhibit "C" Retail Developer Party Retail Developer P. ntities: 40 District LLC Cumberland Acquisitions . C Dacra Design Associates (D..) LLC Dacra Design Moore (Del.) L ► FCAA, LLC McCrory Design Associates (Del. LC Moonlight Mile Acquisitions, LLC Mosaic (Del.) LLC MID -I Lee, LLC Oak Plaza Associates (Del.) LLC {24643761;2} 49 SUBSTITUTED Exhibit "D" ASSIGNEE OR ADDITIONAL PARTY TO DEVELOPMENT AGREEMENT JOINDER FORM AND ACKNOWLEDGEMENT OF JOINDER 's ASSIGNEE OR ADDITIONAL PARTY TO DEVELOPMENT AGREEMENT J INDER FORM ("Joinder Form") is executed this day of , 20 by the undersigned entity. RECITALS WHEREAS, the ty has entered into a Development Agreement dated 20 and recorded in the ublic records of Miami -Dade County, Book , Page ("Development A ent") with certain Developer Parties as defined therein; and WHEREAS, the Develos ent Agreement secures certain benefits and obligations for the mutual benefit of the City the Developer Parties, as set forth in the Development Agreement; and WHEREAS, the Development A eement allows joinder of additional parties, when such additional party own any Property In rest in the Miami Design District as defined in the prior Zoning Ordinance 11000, more parti larly SD-8 described in "Exhibit attached hereto; and WHEREAS, the Development Agreeme requires that such additional party execute this joinder form in order to become a party to the D velopment Agreement; and WHEREAS, the undersigned desires to enjoy benefits conferred upon the Developer Parties under the Development Agreement, and in co ration for such benefits agrees to be bound by the obligations imposed therein upon the Deve op Parties; and NOW THEREFORE, in consideration of the benefits erred upon any Developer by the aforementioned Development Agreement, and certifying tha e above recitals are true and correct, and incorporating such recitals herein, the undersigned d hereby execute this Joinder Form and becomes a Developer Party pursuant to the Development eement. The undersigned shall assume all of the benefits, and be bo d, comply with, and perform all of the obligations, as set forth in the Development Agreeme and as applicable to the Property Interest which the undersigned owns upon the adoption f a Zoning Atlas amendment to Miami 21 designating the Miami Design District Retail Street ecial Area Plan. The undersigned shall be obligated to the City for the benefit of the City, and t City shall have all rights and remedies set forth in the Development Agreement to enforce terms of the Development Agreement against the undersigned, to the extent applicable to e Property Interest owned by the undersigned. {24643761;2} 50 SUBSTITUTED SIGNATURE PAGES TO FOLLOW The under ned also hereby represents that it has full power and authority to execute this Joinder Fo 11 and certifies to City that none of its owners or officers, nor any immediate family member of an I f such owners or officers, is also a member of any board, commission, or agency of the C WITNESSES: [COMPANY/CORPORATION NAME] By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged be o me this day of 2012, by , the , a Florida limited liability company / corporation, on behalf of that company, in capacity as of , a Florida limited liability compan on behalf of that company; such person is (check one) [ ] personally known me or [ ] has produced as identification. NOTARY PUBLIC, ote of Florida Print Name: Commission No.: My Commission Expires: (24643761;2) 51 SUBSTITUTED e City hereby acknowledges and consents to the joinder of the above signatory as a Develop -Party to the Development Agreement. WITNESSES. CITY OF MIAMI, a municipal corporation located within the State of Florida By: Print Name: Johnny Martinez City Manager Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was ackno edged before me this day of 2012, by Johnny Martinez, in his capacity as Manager, on behalf of that municipal corporation; such person is (check one) [] perso dly known to me or [] has produced as identification. NOTARY 'UBLIC, State of Florida Print Name: Commission My Commission Exres: (24643761;2) 52 SUBSTITUTED Exhibit "E" u .ort from Buena Vista East Historic Nei, hborhood Association dated November of 2011 {24643761;2} 53 SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #8: Buick SUBJECT PROP TY STREET ADDRESS(ES): 3841 NE 2Avenue (Folio No. 01-3219-011-0100) SUBJECT PROPER LEGAL DESCRIPTION; The North 68.32 feet of Lot 2, and all of Lot 3, of SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida, together with that certain twelve -foot strip of land lying adjacent to and immediately East of the above -described property, said twelve -foot strip having for its Easterly boundary the Florida East Coast Railroad right-of-way. Map #9: Tuttle South SUBJECT PROPERTY STREET ADDRESS(ES): 3725 Biscayne Boulevard (Folio No. 01-3219-045-0010) SUBJECT PROPERTY LEGAL DESCRIPTION; et A of VIA TUTTLE SUBDIVISION, according to the pia ereof, as recorded in Plat Book 163, at Page 59, of the Pub ecords of Miami -Dade County, Florida, a/k/a - Tu South — 3725 Biscayne Blvd. formerly deser ed Lot 32, less that in Biscayne Boulevard, and Lots 33 through 36, less the est 6 feet thereof, MAGNOLIA PARK, 2ND AMENDED PLA THEREOF, according to the Plat thereof, as recorded in P Book 5, at Page 25, of the Public Records of Miami -Dade Co ty, Florida; AND Lots 33, 35 and 37, of BUE VISTA BISCAYNE BADGER CLUB SUBDIVISION, cording to the Plat thereof, as recorded in Plat Book 1, at P 115, of the Public Records of Miami -Dade County, Florida; AND The North 34.88 feet of Lot 31 of BUEVISTA BISCAYNE BADGER CLUB SUBDIVISION, ac g to the Plat thereof, as recorded in Plat Book 1, at Page 115, fthe Public Records of Miami -Dade County, Florida; AND The East one foot of the West 6 feet of Lot 36, MAGNOLIA PARK, 2ND AMENDED PLAT THEREOF, according to the (24375324;3) Note: All Map # references relate to Pg, A1.4 and A1.5 of the Miaml Design District Retail Street Special Area Plan Design Concept Book. SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida. Map : Tuttle North SUBJEC 'ROPERTY STREET ADDRESS(ES): 299 NE 38Ik Street (Folio No. 01-3219-011-0330) SUBJECT P PEATY LEGAL DESCRIPTION: Map #11: egian Wood* Lots 37, 38 and 39, SECOND AMENDED PLAT OF MAGNOLIA PARK, less right of way of Biscayne Boulevard, according to the plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET DDRESS(ES): 92 NE 40" Street (Folio No. 01-3124-027-0270) SUBJECT PROPERTY LEGAL, DE R1PTION: LOTS 1, 2 AND 3, IN BLOCK 3, OF AMENDED PLAT OF COMMERCIAL BILTMORE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 6, AT PAGE 132, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. Map #12: Casa/Lady Jane* SUBJECT PROPERTY STREET ADDRESS(ES): 9 NE 39TH Street (Folio No. 01-3124-029-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: (24375324,3) L. and 2 , Block 1 of BILTMORE COURT, according to the at thereof, as recorded in Plat Book 7, Page 37, of the Pub cords of Miami -Dade County, Florida. Note: All Map 4 references relate to Pg. A1.4 and A1.5 of the Miami Design District Retai treet Special Area Plan Design Concept Book. SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map Cumberland/JBL SuBJf PROPERTY STREET ADDRESS(ES): 100 NE 40" Street (Folio No, 01-3124-028-0160) 108 NE 40TH Street (Folio No. 01-3124-030-0200) 101 NE 39111 Street (Folio No. 01-3124-030-0890) SUBJECT PROP TY LEGAL DESCRIPTION: Parcel I: Lots 21, 22 and 23, of SECOND SECTION COMMERCIAL BILTMORE, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lot "A", of BILTMORE COURT, according to the Plst thereof, as recorded in Plat Book 7, at Page 37 of the Public Records of Miami -Dade County, Florida. Parcel 3: Unnumbered Lot 13 x 100 feet East of Moore Parkway and West of J.W. Wallace Tract, COMMERCIAL BILTMORE, cording to the Plat thereof, as recorded in Plat Book 6, at age 132, of the Public Records of Miami -Dade County, rida. 4: Lot 12, 1.s the East 3 feet thereof, and Lot 13, in Block 1, of MAGNOL COURT, according to the Plat thereof, as recorded in a Book 6, at Page 105, of the Public Records of Miami -Dade k 4unty, Florida, less that part of said Lot 13 described as fol ws: Beginning at the So thwesterty corner of Lot 13, Block 1, of MAGNOLIA COU , according to the Plat thereof, as recorded in Plat Book Page 105, of the Public Records of Miami -Dade County, Flo ; thence run Eastwardly along the Southerly line of said Lot t , a distance of Twelve (12) feet to a point of curve; thence run estwardly and Northwestwardly along the arc of a tangential c ve to the right, having a radius of Twenty -Five (25) feet and angle of 28°41'07" for a distance of 12.52 feet to a pointtn the Westerly line of said Lot 13; thence run Southwardly a ling the Westerly line of said Lot 13 a distance of 3.07 feet to e Point of Beginning. (24375324;3} Note: An Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street S ial Area Plan Design Concept Book. SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Lot 11, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Together with easement over East 0.12 feet of Lot 12, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 015, of Public Record of Miami -Dade County, Florida, created by Quick Claim Deed granting Perpetual Easement, filed September 3, 1985, in Official Records Book 12624, at Page 676, Map #14: Hale D SUBJECT PROPERTY STREET ADDRES 119 NE 39th Street (Folio No. 01-3124-030-0080) SUBJECT PROPERTY LEGAL DESCRIPT 0 Map #15: Oak Plaza Collins Lot 11 and the East 3 feet of Lot 12, in Block 1 of MAGNOLIA COURT, according to the Plat thereof as recorded in Plat Book 6, Page(s) 105, of the Public Records of iami-Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 139 NE th Street (Folio No. 01-3124-030-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #16: Oak Plaza Loggia Lots 9 andWesterly 12 feet of Lot 8, in Block 1, of MAGNOLIA OURT, according to the plat thereof, as recorded in Plat ok 6, at Page 105, of the Public Records of Miami -Dade Co n Florida. Also known as: Lot 9 and the West 12 fee COURT, according to the Book 6, at Page 105, of the County, Florida. Lot 8, in Block 1, MAGNOLIA hereof, as recorded in Plat ic Records of Miami -Dade SUBJECT PROPERTY STREET ADDRESS(ES): 163 NE 391h Street (Folio No. 01-3 124-03- 0 SUBJECT PROPERTY LEGAL DESCRIPTION: (24375324;3} Lots 6, 7, and 8 (minus the Westerly 12 fi Block 1, of MAGNOLIA COURT, according thereof, as recorded in Plat Book 6, at Page 105, o Records of Miami -Dade County, Florida, Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. ot 8), in tlie plat e Public SUBSTITUTED 1VIIAIVITI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #1 Oak Plaza KVA SUBJECT OPERTY STREET ADDRESS(ES): 150 NE 40th Street (Folio No, 01-3124-028-0080) SUBJECT PRO RTY LEGAL DESCRIPTION: Map #18: Oak Plaza Twer The West 20 feet of Lot 12, and all of Lot 13, of COMMERCIAL BILTMORE, SECOND SECTION, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Also known as: The West 20 feet of Lot 12, and all of Lot 13, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 160 NE 40th Street (Folio No. 01-3124-028-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #19: Thomas Maier ots 10, 11 and the East 5 feet of Lot 12, of SECOND CTION, COMMERCIAL BILTMORE 1924, according to the reof, as recorded In Plat Book 12, at Page 44, of the Pub e ords of Miami -Dade County, Florida SUBJECT PROPERTY STREET ADDRESS(ES): 170 NE 40th Sti Folio No. 01-3124-028-0040) SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324,3} Lots 7 and 8, of OMMERCIAL BILTMORE SECOND SECTION, acoordin o the Plat thereof, as recorded in Plat Book 12, at Page 44, the Public Records of Miami -Dade County, Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map Melin SUBJE ROPERTY STREET ADDRESS(ES): 3930 NE 2' Avenue (Folio No. 01-3124-028-0010) SUBJECT PR. LEGAL DESCRIPTION: Parcel 3: Lots 1 through 6 inclusive, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, and Lots 1 through 4, inclusive, Block 1, and unnumbered Lot East of Lot 4, Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. LESS Those portions of Lots 1, 2 and 3, Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade unty, Florida, being more particularly described as follows: he East 10 feet of Lots 1, 2 and 3, and the external area of a u ar curve, contained within said Lot 3, concave to the No *west having a radius of 25 feet and tangents which are 25 fe North of and parallel with the centerline of N.E. 39"' Street 35 feet West of and parallel with the centerline of N.E. 2"d enue; AND LESS Those portions o Lots 1, 2 and 3, SECOND SECTION, COMMERCIAL B TMORE 1924, according to the plat thereof, as recorded in lat Book 12, at Page 44, of the Public Records of Miami-D County, Florida, being more particularly described as fo .ws: The East 2 fee( of Lots 1, 2 a 3, and the external area of a circular curve, contained within aid Lot 3, concave to the Southwest having a radius of 25 and tangents which are 33 feet South of and parallel with t centerline of N.E. 40th Street and 35 feet West of and paraile with the centerline of N.E. rd Avenue. (24375324;3) Note: All Map it references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. Map #2 SUBJ SUBSTITUTED MIAIVII DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Newton RTY STREET ADDRESS(ES): SUBJECT PROPE LEGAL DESCRIPTION: Map #22, #28, #29, #30, #3 , Exhibit "A" 201 NE 39th Street (Folio No. 01-3129-012-0010) Lots 1 and 2 and the 10.00 foot easterly adjacent alley, PLAT SHOWING RESUBDIVISION OF LOTS 4, 5, 6 & 7 OF SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 4, at Page 150, of the Public Records of Miami -Dade County, Florida. , & 34: Asi-Casa* SUBJECT PROPERTY STREET ADD ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3) 60 NE 41Street (Folio No. 56 NE 41g Street (Folio No. 42 NE 41" Street (Folio No. 34 NE 41at Street (Folio No. 90 NE 41" Street (Folio No. 84 NE 41't Street (Folio No. 0 NE 41st Street (Folio No. NE 40th Street (Folio No. P 1: 01-3124-024-1390) 01-3124-024-1400) 01-3124-024-1410) 01-3124-024-1420) 01-3124-024-1360) 01-3124-024-1370) 01-3124-024-1380) 01-3124-027-0130) Lots 4, 6, 7 and 8, Block 9, of BILTMORE, according to Plat thererecorded in Plat Book 6, at Page 67, of the Public Rcco o Miami -Dade County, Florida. Parcel 2: Lots 1, 2, and 3, B k 9, of BILTMORE, according to the Plat thereof, as recor -d in Plat Book 6, at Page 67, of the Public Records ofMiam ade County, Florida. Parcel 3: Lots 5, 6, and 7, Block 2, of OMMERCIAL BILTMORE AMENDED, according to the Pla ereof, as recorded in Plat Book 6, at Page 67, on the Pub1i ecords of Miami -Dade County, Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #23: Suttin* SUBJECT PR ERTY STREET ADDRESS(ES): SUBJECT PROPE LEQAL DESCRIPTION: Map #24: Ro SUBJECT PROPERTY STREET ADD SUBJECT PROPERTY LEGAL DES Exhibit "A" 95 NE 40m Street (Folio No. 01-3124-027-0120) Lots 1, 2, 3 and 4 of Block 2, of Commercial Biltmorc Amended, according to the Plat thereof, as recorded in Plat Book 6., at page 132, of the Public Records of Miami -Dade County, Florida. s 151 NE 406 Street (Folio No, 01-3124-027-0060) Map #25: Mosaic/Chatham SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3) Lots 13 and 14, Block 1 of AMENDED PLAT OF COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. 155 N 40th Street (Folio No. 01-3124-027-0040) Parcel 3A: Lots 8, 9, 10, COMMERCIAL as recorded in Pia of Miami - and 12, Block 1, of AMENDED PLAT OF TMORE, according to the plat thereof, k 6, at Page 132, of the Public Records de County, Florida. Note: All Map # references relate to Pg. A1,4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #2 #27, #35, #41, & #42: Exhibit "A" Moore — Garden Lounge / Moore Building / Moore 140 / Moore 77 / Moore 115 SUBJECT PRS ERTY STREET ADDRESS(ES): 175 NE 40TH Street (GL) (Folio No. 01-3124-025-0020) 4040 NE 2"'Avenue (Folio No. 01-3124-027-0020) 140 NE 41" Street (lot) (Folio No. 01-3124-024-1500) 77 NE 411" Street (lot) (Folio No. 01-3124-024-1340) 115 NE 4151 Street (lot) (Folio No. 01-3124-024-1150) SUBJECT PROPERTY Parcel 9A: Lots 3, 5, 6 and 7, of AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMENDED PLAT OF COMMERCIAL BILTMORE SUBDIVISION, according to the Plat thereof,as recorded in Plat Book 45, at Page 55, of the Public Records of Miami -Dade County, Florida. Parcel 9B: ots 1, 2 and 8, in Block 10, of BILTMORE, according to the hereof, as recorded in Plat Book 6, at Page 67, of the us 'c Records of Miami -Dade County, Florida. Parcel Lots 2, 3 d 4, in Block 1, of AMENDED PLAT OF COMMERC BILTMORE 1921, according to the Plat thereof, as recor d in Plat Book 6, at Page 132, of the Public Records of Miami ade County, Florida. Parcel 9D: Lots 3 and 4, in Block 7, o ULTMORE, according to the Plat thereof, as recorded in Plat ok 6, at Page 67, of the Public Records of Miami -Dade Count Florida, Parcel 9E: Lot 22 and the East 1/2 of Lot 21, in Bit k 8, of BILTMORE, according to the Plat thereof, as recorde in Plat Book 6, at Page 67, of the Public Records of Mia i-Dade County, Florida. {24375324;3) Note: All Map # references relate to Pg. A1.4 and A1,5 of the Miami Design District Retail Street Special Area Plan Design Concept Book, SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT p Mosaic (Lot) SUBJE PROPERTY STREET ADDRESS(ES): SUBJECT OPERTY LEGAL DESCRIPTION: Map #37: •sen Lot SUBJECT PROPERTY STREE DDRESS(ES): SUBJECT PROPERTY LEGAL D CREPTION: Map #38: Palmer Bulletin SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: (24375324,3) Exhibit "A" 144 NE 41° Street (Folio No. 01-3124-024-1490) Parcel 3B: Lot 7, in Block 10, of BILTMORE SUBDIVISION, according to the plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 150 NE 41° Street (lot) Lot 6, in Block 10, of BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida, 158 NE 41Street (Folio No. 01-3124-024-1470) Lot 5 and the West 20 feet of Lot 4, Block 10, BILTMORE UBDIVISION, according to the Plat thereof, as recorded in Book 6, at Page 67, of the Public Records, Miami -Dade Co ty, Florida, Excepting therefrom the following part of the West 0 feet of Lot 4: Begin at the Southwest comer of said Lot Block 10, of the aforesaid BILTMORE SUBD ION; thence East along the South line of said Lot 4 for a dista e of 20 feet; thence North parallel with the West line of said ot 4 for a distance of 20 feet to a point; thence Southwesterl 1ong a tangent circular curve having a radius of 20 feet thro h a central angle of 90 degrees for an arc distance of 31.42 etto the Point of Beginning. Note: All Map # references relate to Pg. A1.4 and A1,5 of the Miami Design District Retail Street ecia I Area Plan Design Concept Book. SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #39 & Asi-Melaleuca SUBJECT PR PE Y STREET ADDRESS(ES): SUBJECT PROPERTY L AL DESCRIPTION: Map #43: Scarlet Be SUBJECT PROPERTY STREET ADDRESS SUBJECT PROPERTY LEGAL DESCRIPTION: Map #44: FCAA SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324,3) Exhibit "A" 53 NE 414 Street (Folio No, 01-3124-024-1320) 61 NE 41' Street (Folio No. 01-3124-024-1330) Lots 19, 20 and West 'A of Lot 21, Block 8, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 135 NE 41ST Street (Folio No. 01-3124-024-1160) Lot 5, Block 7, of BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the ublic Records of Miarni-Dade County, Florida. 150 NE Street (Folio No. 01-3124-024-1550) The West 32 feet of that certain tract of land in the city of Miami boundern the North by N.E. 42"d Street, on the South by N.E. 41°' Stree on the East by N.E. Second Avenue and on the West by the st lines of Lots 5 and 6, Block 7, BILTMORE, a subdi ion shown by plat of record in Miami - Dade County, in Plat B. k 6, at Page 67. Also known as: A portion of the West 325 fee feet East and West and 204.6 directly East of and adjoining BILTMORE, according to the Plat th Book 6, at Page 67, of the Public R County, Florida, of said Plat shown HOME, said Lot lying in the Southeast cor the SE 'A of section 24-53-41. at certain Lot of Land, 432 North and South, lying 5 and 6, Block 7, of eof, as recorded in Plat ds of Miami -Dade Z.T. MERRITT r of the NE 'A of Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. Map SUBSTITUTED MIAMT DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT 4100/Lee* Exhibit "A" SUB ROPERTY STREET ADDRESS(ES): 4100 NE 2m Avenue (Folio No. 01-3124-024-1560) 4200 NE 2"d Avenue (lot) (Folio No. 01-3124-024-0930) SUBJECT PRO R Map #46: A D SCRIPTION: Parcel 4A: 4141 The East 107 feet of that certain tract of land 432 feet East and West by 204.6 feet North and South, lying directly East of and adjoining Lots 5 and 6, in Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Together with nonexclusive easement of ingress, egress, parking and construction and maintenance of a pedestrian bridge as set forth in that Reciprocal Bridge Easement arid Parking Agreement, dated July 20, 1988, and recorded August 1, 1988, in Official Records Book 13769, at Page 2966, of the Public Records of Miami -Dade County, Florida. Parcel 4B: Lot 1, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at age 67, of the Public Records of Miami -Dade County, F rida. SUBJECT PROPERTY STREET ADDRESS(ES): 4141 NE 2 venue (Folio No. 01-3219-009-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: (24375324;3) Tract A and T BLOCKS 1, 2, according to the Page 6, of the Public formerly known as T 1, of BRENTWOOD, a in Plat Book 40, Page 6 Dade County, Florida. 1, REVISED PLAT OF TRACT "A" AND 8, 9, 10, II AND 12 OF BRENTWOOD, thereof, as recorded in Plat Book 44, ords of Miami -Dade County, Florida, "A" and Lots 1, 2, 3, 4 and 5, Block .ding to the plat thereof as recorded of the Public Records of Miami - Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Spe Area Plan Design Concept Book. SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #47: 4200* SUBJECT PR, RTY STREET ADDRESS(ES): 4200 NE 2nd Avenue (lot) (Folio No. 01-3124-024-0930) SUBJECT PROPERPRoPER LEGALDESCRIPnON: Parcel 4B: Lot 1, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Map #48: Flagler SUBJECT PROPERTY STREET ADDRESS 4218 NE 21Avenue (Folio No. 01-3124-024-0940) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #49: 4240 SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #50: City Garage* Lot 2, 3 and 24, Block 6, BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public ecords of Miami -Dade County, Florida. 4240 NE 2 Avenue (Folio No. 01-3124-024-0950) Lot 4, less the a t 5 feet thereof, in Block 6, BILTMORE, according to the lat thereof, as recorded in Plat Book 6, at Page 67, of the b ic Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS (ES); 3800 NE 1s7 Avenue (Folio No. 0 - 24-033-0240) SUBJECT PROPERTY LEGAL DESCRIPTION: COMM BUENA VISTA PB 14-56 LI S 2 THRU 14 BLK 2 LOT SIZE 31521 SQ FT OR 21215-10 * 4403 3. Map #51: Sebastien* SUBJECT PROPERTY STREET ADDRESS(ES): 35 NE 38TH Street (Folio No. 01-3124-033-0370) SUBJECT PROPERTY LEGAL DESCRIPTION: (24375324;3) Lots 15, 16, 17, and 18 Block 2, COMMERCIAL 1 ena Vista, according to the Plat thereof, as recorded in Plat 130.1k 14 at page 56, of the Public Records of Miami -Dade Coun Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. SUBSTITUTED SUBSTITUTED Exhibit "B" Miami Desi District Retail Street SAP Regulating Plan and Design Concept Book (24483959;6) 47 SUBSTITUTED Exhibit "C" Retail Developer Party Retail Developer Part ntities: 40 District LLC Cumberland Acquisitions Dacra Design Associates (D= .1 LLC Dacra Design Moore (Del.) FCAA, LLC McCrory Design Associates (Del. LC Moonlight Mile Acquisitions, LLC Mosaic (Del.) LLC MID -I Lee, LLC Oak Plaza Associates (Del.) LLC {24483959;6} 48 SUBSTITUTED SUBSTITUTED SUBSTITUTED Exhibit "D" ASSIGNEE OR ADDITIONAL PARTY TO DEVELOPMENT GREEMENT JOINDER FORM AND ACKNOWLEDGEMENT OF JOINDER T ASSIGNEE OR ADDITIONAL PARTY TO DEVELOPMENT AGREEMENT JO DER FORM ("Joinder Form") is executed this day of , 20 by the undersigned entity. RECITALS WHEREAS, the C has entered into a Development Agreement dated 20 and recorded in the p. c records of Miami -Dade County, Book , Page (''Development Agre ent") with certain Developer Parties as defined therein; and WHEREAS, the Develop ent Agreement secures certain benefits and obligations for the mutual benefit of the City an the Developer Parties, as set forth in the Development Agreement; and WHEREAS, the Development A ement allows joinder of additional parties, when such additional party own any Property In est in the Miami Design District as defined in the prior Zoning Ordinance 11000, more partic arly SD-8 described in "Exhibit attached hereto; and WHEREAS, the Development Agreemen equires that such additional party execute this joinder form in order to become a party to the D- elopment Agreement; and WHEREAS, the undersigned desires to enjoy th benefits conferred upon the Developer Parties under the Development Agreement, and in con -ration for such benefits agrees to be bound by the obligations imposed therein upon the Develop Parties; and NOW THEREFORE, in consideration of the benefits 4,nferred upon any Developer by the aforementioned Development Agreement, and certifying tha he above recitals are true and correct, and incorporating such recitals herein, the undersigned do hereby execute this Joinder Form and becomes a Developer Party pursuant to the Development A e ment. The undersigned shall assume all of the benefits, and be bo nd, comply with, and perform all of the obligations, as set forth in the Development Agreeme and as applicable to the Property Interest which the undersigned owns upon the adoption • a Zoning Atlas amendment to Miami 21 designating the Miami Design District Retail Street ,pecial Area Plan. The undersigned shall be obligated to the City for the benefit of the City, and - City shall have all rights and remedies set forth in the Development Agreement to enforce terms of the Development Agreement against the undersigned, to the extent applicable to he Property Interest owned by the undersigned. (24483959;6) 49 SUBSTITUTED SIGNATURE PAGES TO FOLLOW The und signed also hereby represents that it has full power and authority to execute this Joinder Fo , and certifies to City that none of its owners or officers, nor any immediate family member of of such owners or officers, is also a member of any board, commission, or agency of the Ity. WITNESSES: [COMPANY/CORPORATION NAME] By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before e this day of 2012, by , the , a Florida limited liability company / corporation, on behalf of that company, in its acity as of , a Florida limited liability company, o behalf of that company; such person is (check one) [ ] personally known to or [ ] has produced as identification. NOTARY PUBLIC, State Print Name: Commission No.: My Commission Expires: {24483959;6) 50 Florida SUBSTITUTED e City hereby acknowledges and consents to the joinder of the above signatory as a Develope arty to the Development Agreement. WITNESSES: CITY OF MIAMI, a municipal corporation located within the State of Florida By: Print Name: Johnny Martinez City Manager Print Name: STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged fore me this day of 2012, by Johnny Martinez, in his capacity as City Man er, on behalf of that municipal corporation; such person is (check one) [] personally kno n to me or [] has produced as identification. NOTARY PUBLIC, ate of Florida Print Name: Commission No.: My Commission Expires: (24483959;6} 51 SUBSTITUTED Exhibit "E" Letter su o t from ena Vista East Historic Nei hborhood Association dated November of 2011 (24483959;6) 52 November 22", 2011 n SUBSTITUTED Historic Neighborhood Association RE Un erstandlng between Dacra and the BVEHNA Dear Rich, We apprecla e you and other members of your boards have taken to meet with us about the deveIQpmentpt s for the Design District. Based upon tho those are outlined support our developme I s, we have movie some design changes to the plan with your guidance, and With the incorporation of these changes, the Associations have agreed to Ian as it goes through the SAP and other entitlement hearing processeS. Modifications to our plan I 1. -Dacra agrees that ther along the NE 42" St. fa 2. The BVEHNA is not op Dacra will use its bast effo ncluded The following', department store out to NE 42 3. Dacra will increase the setback o he NE 42" Si. facade from 5 ft. to 10 ft. at the 1" floor, and will set buck the 2" floor a further 4. This setback area will include a land and Instead include staggered planters 5. At the request of OVEHNA, Dacra will e with BVEHNA to design the south side of include a more intensive _landscaping plan 6. DACRA will exceed any required tree mitlg relocation of trees to the eVEHNA. 7. DACRA will advocate and assist BVEHNA with be 54th St. B. DACRA is supportive of the efforts of BVEHNA to have throughout the 'residential rerighborhood. be a garage entrance, nor any dumpster storage anywhere r development. department store entrance an the NE 42" St. fugade, and k with the future tenant to have an entrance from the We will remove water features from this wall element of the design. ethe park it was proposing and instead will wark E 42"St. right-of-way (sidewalks and swale) to potential meandering sidewalk layout. part of our development plan, with possible itn efforts on N. Miami Avenue up to way st Sincerely, Acknowledged, ig Robi Re VEHNA s nd partial closures SUBSTITUTED E 1ct DEVELOPMENT AGREEMENT BETWEEN CITY OF MIAMI, FLORIDA AND FLAGLER HOLDING GROUP, INC., MONTE CARLO ASSOCIATES (DEL.) LLC, MOONLIGHT MILE ACQUISITIONS, LLC, MCCRORY DESIGN ASSOCIATES (DEL.) LLC, 39111 STREET (DEL.) C, HALF -CIRCLE PROPERTY (DEL.) LLC, NO WEGIAN WOOD ACQUISITIONS, LLC CU RLAND ACQUISITIONS LLC, OAK PLA ASSOC TES (DEL.) LLC, DACRA DESIGN ASSOCIA ' S (DEL.) LL , BEN NEWTOWN, LLC, SWEET VIR ' NIA ACQUISITI S, LLC, LOVELY RITA ACQUIS IONS, LLC, 40 DIS ICT LLC, MOSAIC (DEL.) LL DACRA DESIGN MOOR (DEL.) LLC, FCAA, LLC, 'hUl-I LEE, LLC, DACRA DE GN 4141 LLC, MDDA G ' •_GE, LLC, ROCKY RACCO ACQUISITIONS (DEL.) LLC, REGARDING APPR AL OF THE AMI DESIGN DISTRICT RETAILS ET SPECI AREA PLAN AND RELATED DEVELOPMEN THIS AGREEMENT is entered this Florida Holding Group, Inc., a Florida profit Moonlight Mile Acquisitions, LLC (as suc Rothman Design LLC, Dacra Design McCrory Design Associates (Del.) LL LLC, Norwegian Wood Acquisition Acquisitions, LLC), Cumberland A Design, LLC), Oak Plaza Assoc Newton, LLC, Sweet Virginia successor by merger to Pain LLC (and as successor by Design 4141 LLC, Delaware limited Iiab "Developer Pantie political subdivis',.n as the "Parties' sor by el.) L 9th Street (Del. , 2012, by and between, ion, Monte Carlo Associates (Del.) LLC, erger to Electra Design (Del.) LLC, and Miami Avenue (Del.) LLC, LC, Half -Circle Property (Del.) C (and as succsor by merger to Lady Jane sitions, LLC (and as suc s (Del.) LLC, Dacra Design quisitions, LLC, 40 District, LLC Design (Del.) LLC), Dacra Design Mo erger to Scarlet Begonia Holdings, LLC), A Garage, LLC, and Rocky Raccoon Acqui sor by merger to Hale Daniel sociates (Del.) LLC, Ben osaic (Del.) LLC (and as (Del.) LLC, FCAA, I Lee, LLC, Dacra ons (Del.) LLC, y companies (each, individually, "Developer Party," an'd collectively, the and the CITY OF MIAMI, FLORIDA, a municipal cornNration and a of the State of Florida ("City") (Developer and the City togeth referred to WITNESSETH: REAS, the Miami Design District (the "District") spans portions of twelve (12) c blo s containing all the properties generally bounded on the east by Biscayne Boulevard; south b, NE 36th Street; west by North Miami Avenue; and north by NE 40th Street or properties generally located within the area boundaries of the Miami Design District area ("SD-8") as designated under Ordinance 11000; and serviced by three (3) Miami -Dade Transit routes; and WHEREAS, the District has recently become an internationally recognized center for furniture design and a burgeoning home for the arts, high fashion, restaurants, and a center for creative employment; and (24483959 6} SUBSTITUTED WHEREAS, the emerging status of the District is consistent with the City's vision to develop a world class destination for the arts, fashion, and design, and, as such, the City wishes to encourage redevelopment within the District; and WHEREAS, a subset of the Developer Parties wish to redevelop some of the :AP Properties as a mixed-u , pedestrian oriented, urban retail street anchored by high -end .shion brands heretofore unavaiIIe within the City (the "Retail Street Project"); and WHEREAS, the City\and Developer Parties wish for development of the P Properties to proceed in a manner which As consistent with the Miami Comprehensive Ne borhood Plan ("Comprehensive Plan") and the\kand development regulations; and WHEREAS, the properti4 within the SAP Area carry F re Land Use Map designations of Duplex Residential., Medium Density Restricted o mercial, Restricted Commercial, and General Commercial In\the Comprehensive Plan; WHEREAS, the City and Devehr Parties wish to a end the Future Land Use Map designations within the Comprehensive P for selected operties within the Retail Street Project from Duplex Residential and Meditkm Density 1 ultifamily Residential to Medium Density Restricted Commercial in order to facilitate rede loprnent within the District; and WHEREAS, a process exists within the i 21 Zoning Code ("Miami 21") which allows parcels of more than nine (9) abutting es to be master planned to allow greater integration of public improvements and infras u e, and greater flexibility so as to result in higher or specialized quality building and str tseape .sign; and WHEREAS, the result of this m terplanning pr)licess is known as a "Special Area Plan" WHEREAS, the Develo r Parties hold fee simple 4e to approximately 19.08 acres of property within the District; an ("SAP"); and WHEREAS, the s which comprise the Miami Desig District Retail Street Special Area Plan properties ar those identified on page AL4 and A1.5 e Miami Design District Retail Street Special rea Plan Design Concept Book (hereinafte the "SAP Property", "SAP Properties", or "S Area") (sketch and legal descriptions of whi'9i are attached as Exhibit "A"); and WH AS, Sec. 191 f of Miami 21 requires development 'thin an SAP to occur pursuant a Development Agreement between the property owner(s) and City; and WIIEREAS, the City and Developer Parties wish to rezone some o\the SAP Properties T3-L, T3-O, T4-L, T4-O, T5-0, T6-12 L to Miami Design District Reta Street SAP, with 1 1 odifications to the underlying Transect designations to T4-O, T5-0, T6-8-0, and T6-12-0 in order to facilitate redevelopment within the SAP Area and effectuate the Reta?1,, Street Project; and (24483959M 2 SUBSTITUTED WHEREAS, this Development Agreement ("Agreetnent") satisfies the requircm forth in Sec. 3.9 of Miami 21 ; and se WHEREAS, the City and Developer Parties wish for development within th-. strict to proceed substantially in accordance with the Miami Design District Retail Street S Regulating Plan and Design Concept Book attached as Exhibit "B" ("Regulating Plan and Pesign Concept Book "); and '•\\ WHEREAS, thle lack of certainty in the approval of development o 1 result in a waste of economic and land resotirces, discourage sound capital improvement anning and financing, escalate the cost of housing and development, and discourage com e tment to comprehensive planning; and WHEREAS, assurance to Developer Parties that they existing laws and policies, subjectAo the conditions of a dev I public planning process, encourage. sound capital improve in assuring there are adequate caNtal facilities for participation in comprehensive plannin and reduces th WHEREAS, the City Commison July 26, 2012 has authorized the City Man conditions as set forth below, and the Dev this Agreement upon the terms and condition g pu y proceed in accordance with ent agreement, strengthens the nt planning and financing, assists e development, encourages private economic costs of development; and to Ordinance No. 12- , adopted execute this Agreement upon the terms and Parties have been duly authorized to execute orth below. at NOW THEREFORE, in con eratio of the mutual covenants and agreements hereinafter contained, the parties m y agree an bind themselves as set forth herein: Section 1. Consideration. Th- arties hereby a that the consideration and obligations recited and provided for under t s Agreement cons -tit e substantial benefits to both parties and thus adequate consideration fo' his Agreement. Section 2. Rules o al Construction. For all purpose o the Agreement, unless otherwise e .ressly provided: (a) (h) c A ed term has the meaning assigned to it; ords in the singular include the plural, and words t plural include the singular; A pronoun in one gender includes and applies to other elders as well; d) The terms "hereunder", "herein", "hereof', "hereto" and uch similar terms shall refer to the instant Agreement in its entirety and not to 'ndividual sections or articles; (e) The Parties hereto agree that this Agreement shall not be mor- strictly construed against, either the City or Developer, as all parties are drafters o this Agreement; and {24483959;6 (0 SUBSTITUTED The recitals are true and correct and are incorporated into and made a part of th' Agreement. The attached exhibits shall be deemed adopted and incorporated o the Agreement; provided however, that this Agreement shall be deemed to c trol in the evenr.-oa conflict between the attachments and this Agreement. Section 3. Definitions, C pitalized terms which are not specifically defined erein shall have the meaning given in Miarhi 21. "Agreement" means this Agreement between the City and Develope "City" means the City of Miami, a municipal corporation nd a political subdivision of the State (+ f Florida, and all departme , agencies and instrumentalities subject to the'Vurisdiction thereof. "Comprehensive Plan" mean the comprehensive p1. known as the Miami Comprehensive Neighborhood PI n, adopted by the C. pursuant to Chapter 163, Florida Statutes (2011), meeting the requirements Section 163.3177, Florida Statutes (2011), Section 163.31'98, Florida a tes (2011) and Section 163,3221(2), Florida Statutes (2011), hich is effect as of the Effective Date. "County" means Miami -Dade Coun political subdivision of the State of Florida. "Developer Party" means an i cl. idual operty owner who is a signatory to this Agreement. "Developer Parties" me the property o ners who are signatories to this Agreement. "Development" mea the carrying out of any any material chantin the use or appearance dividing of land o three or more parcels and su Section 163.32. (4), Florida Statutes (2011). TIEffetjve 0 ate" is the date of recordation of the this Ag nt. I!E ilding activity, the making of ny structure or land, or the other activities described in x u ed, original version of ting Zoning" is (a) Miami 21 Code, April 2012, sp mi Design District Retail Street SAP Regulating Plan ook, and related modifications to the Transect designatio SAP Area, and (b) the provisions of the Charter and City Ordinances ("Code") which regulate development, specifically 10, 13, 22, 22.5, 23, 36, 54, 55 and 62 of the Code, as ame Effective Date, which together comprise the effective la regulations governing development of the SAP Area as of the E cifically including the and Design Concept of lots within the of Miami Code of ncluding Chapters ded, through the d development ive Date. "Land" means the earth, water, and air, above, below, or on th includes any improvements or structures customarily regarded as lan (24483959;6) 4 surface and SUBSTITUTED "Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, and rules adopted by a local government affecting the development of land. "Public Facilities" major capital improvements, including, but not to, transportation, satary sewer, solid waste, drainage, potable educational, parks and ecrcational, streets, parking and health sys s and facilities. "Retail Developer Party" Consists of the parties identified in Ex bit "C", who are signatories to the Agreernent and will be undertaking the d elopment of the Retail Street Project. "Retail Street Project" means, that proposed develop ent within the Design District SAP slated to occur on properties within the AP area and denoted as properties 2, 3, 4, 5, 6, 7, 13, 14, 15 16, 17, 18, 19, 24, 25, 26, 27, 35, 36, 37, 38, 42, 43, 44, and 45 on sheet A1.5 of the Mia Design District Retail Street Special Area Plan Design Concept-B&ok. Section 4. Purpose. The purpose of this A Parties to redevelop the SAP Properties pursue This Agreement will establish, as of the Effect will govern the development of the SAP Pro certainty during the development process. 3.9.1.f., Miami 21. ent is for the City to authorize Developer he Miami Design District Retail Street SAP. ate, the land development regulations which es, thereby providing the Parties with additional ent satisfies the requirements of Section Section 5. Intent, Developer P ies and the City in nd for this Agreement to be construed and implemented so as to effectu the purpose of the M mi Design District Retail Street SAP, this Development Agreement, e Comprehensive Plan, E isting Zoning, and the Florida Local Government Development A eement Act, s. 163.3220 - 16 3243, Florida Statutes (2011). Section 6. A licab' This Agreement only applies to the SAP Properties identified in Exhibit "A." Section 7. Te 'Effect. This Agreement shall have a term of irty (30) years from the Effective Date and sh'1I be recorded in the public records of ' ...Dade County and filed with the City Clerk. The e m of this Agreement may be extende. .y mutual consent of the Parties subject to a public heart , pursuant to s. 163.3225, Florida S tutes (2011). This Agreement shall become effective on th Effective Date and shall constite a covenant running with the land that shall be binding upon, Trid inure to, the benefit o h parties, their successors, assigns, heirs, legal representatives, and personal representatives. e ion 8. Permitted Development Uses and Building Intensities. (a) {24483959;6} Miami Design District Retail Street SAP Designation. The 'y ity has designated certain properties as the Miami Design District Retail Street SAP on the official zoning Atlas of the City, pursuant to the applicable procedures in Miami 21. The Regulating Plan and Design Concept Book are attached as Etbibit "B". In SUBSTITUTED approving the Miami Design District Retail Street SAP, the City has detered that the uses, intensities and densities of development permitted thereu are consistent with the Comprehensive Plan and the Existing Zoning. (b) Densiiy, Intensity, Uses and Building Heights. (1) As ?the Effective Date and pursuant to the Miami D gn District Retail Street XAP, the density and intensity proposed the SAP shall be consisterkt with the densities and intensities pe itted by the Existing Zoning. \ (2) The non-1:0\sidential development perm' ed on the SAP Properties includes, but is not limited to, the fo g uses: office, hotel, retail, entertainmenteducational, and any • er uses permitted by the Existing Zoning. (3) Nothing herein 11 change of zoning, pu density or intensity designation of that District Retail Stre prohibi he Developer Parties from requesting a rsu. to Article 7 of Miami 21, to increase the d elopment permitted by the underlying Transect in property forming part of the Miami Design P by amending the SAP and this Agreement, (4) In the event th- ity sho Id amend its Comprehensive Plan to permit the transfer of sities withi a specified area so as to permit densities in excess of density limits et forth in a particular Future Land Use Map categor nothing herein s) all prohibit the Developer Parties from req ng such density transf s within the Miami Design District Retail SAP. (c) Euvi mental. The City finds that t proposed development will confer a ant net improvement upon the publicly accessible tree canopy in the area. e City and Developer Parties agree that veloper Parties will comply with the ntent and requirements of Chapter 17 �f the City Code, subject to the modification set forth herein, by performing tree replacement within the SAP Area where possible, (1) i24483959;6) Off -site replacement trees. Notwithstandi g the requirements of Sec. 17- 6.(e) of the City Code, where replacemen within the SAP Area is not possible, Developer Party may enter into ak agreement with the City to perform tree replacement on public propert in the following order of priority: (i) within the District; (ii) within a one (1) mile radius of the District; or (iii) within any City park. - Particar emphasis shall be paid to replacement along gateway corridors with' and surrounding the District, specifically N. Miami Avenue, N,E. 2"d venue, NE 36" Street, NE Ist Avenue, and Biscayne Boulevard. The City further agrees to facilitate the permitting and planting of replaceme t trees on all publicly owned •property within the area and within City p'rks. Each Developer 6 (3) SUBSTITUTED Party undertaking tree replacement off -site for any parcel of Ian ithin the SAP Area shall agree to water, trim, root, prune, brace, or dertake iy other necessary maintenance as may be required by the P 'c Works D ailment for a period of not greater than thirty ( days after inst nation. Each Developer Party further agrees to warr t each off -site repldpementtree for a period of one (1) year after the da o installation. (2) SAP Area tree installation, maintenance and gu .ntee, For all trees placed' within the SAP Area, each Developer Part shall install any needed irrigation and corresponding water meters to .port the growth of trees located within the right-of-way. Each Dev- .per Party undertaking tree replacement for any parcel of land shall a ee to water, trim, root, prune, brace, or undertake any other necessary aintenance as may be required for trees 'located within the SAP A • Each Developer Party further agrees to warrant each SAP Area tre for a period of one (1) year after installation., Tree replacement chart. The ee replacement chart below, shall be used to determine Whether a Dev oper Party has satisfied the tree replacement requirements f r any pa u ar parcel of land as set forth in Sec. 17-6.(a) of the City Coe, Th chart below shall replace and supersede Chart 17.6.1,1. in the tv ide. Tree Replacement Chart Total diameter of tree(s (sum of inches at DBH o be rkmoved Total inches of replacement DBH required (12' minimum tree height) 2"- 3" 2" 4"- 6" 4" 7"- 12" 8" 13"- 18" 12" , 19"- 24" 16" 25"- 3 20" 31" 36" \ 24" '-. 42" 28" 43"- 48" 49"- 60" 0" To determine whether the replaement requirements have been satisfied, calculate the total sum in inches fthe diameter of the trees removed. The size of the replacement trees dial eter at breast height (DBH) must equal the total inches of replacement DBH set forth in the above chart. Diameter measurement shall be ro ded up to the nearest inch. If the sum of the diameter of trees to be rem ,/ed exceeds a total of 60 inches, the additional inches shall be added curnulatively from the top of the chart, {24483959;6} SUBSTITUTED NBSTN~N~N NTED down to the bottorn of the chart, to calculate the number of D'. ' for replacement trees. (4) Tree species, The chart set forth below shall replace and su"rsedeChart 17.6.2.1. in the City Code, All other requirements set fe in Sec. 17' " 0.(b)of the City Code shall apply within the SAP Area. � BHform�acennen� Required"Required � trees minimum of species 41^'IOO^ 4 Tree |udon. A Developer Par- nbu| install trees opportunistically within fl�ie public right-of-way, s ject to approval by the Department of Public Works, Section 9. Connectivhvund (a) Connectivity. A c below -grade conn The proposed below pedestrian and vehicu impacts by enhanci impacts. vit within tothe success ofthe Retail Street Project in the n the public right-of-way along N.E. 41't Street, connection will facilitate ease of access, minimize cVoflicts, and reduce the Retail Sheet Pro|ect'o traffic nternalized traffic circulation and reducing off -site The Retail De 'loner P. ty recognizes that such connectivity and xomnosmio] usage may /-'ulreupponv^|ofother governmental uQeocicm such usMiarni'Dudc County. T'' City findoao^ determines that establishing such connectivity below N.8.4lm trcot serves a puiliopurpooe, and fvrtber agrees tosupport the Retail Dove|*os[9orty'sefforts to wbb,ioany authorization to establish such proposed bolo ''urudeoonn�tim� ~- City further findsthat the u'tkodzatinno[such 000nnocdnn be/av/thopuh|ix right-of-way shall in no way dir,inish access for firefighting apparatus or rescue and xu|vugn operations; dimin/^h traffic, transportation and circulation; o, adversely impact the, advancerne it of the safety, health.. and general welfare within tile City, Given the public benefits conferred �pon the City by the cmmnoction hunoudh MB. 41u Street and uorouxdx public h the provisions of Sec. 54-186 shall not apply to the Miami Dsign District Retail Street SAP, (b) Construction of encroachments with finds that the encroachments proposed unduly restrict the use of the public righ (24483959;6} 8 the Public Right -of -Way. The Cit), SUBSTITUTED Section an extei Stree Dev d the construction of the vehicular underpass below the same rights -of- ay. The adoption of this Agreement shall serve to satisfy the requirements set h in Sec. 55-14(b) of the City Code. Notwitlkanding the requirements of Sec. 55-14(c) of the CCode, the City agrees to aive any and all claims to payment of a user fee i. connection with the constructiok of the aforementioned encroachments with' the public rights -of - way. Further, this Areement shall satisfy the requireme ofSec. 55-14(d) of the City Code. In consideration for authorizing the co ruction of the aforementioned encroachments, the Retail Developer Party fucovenants to: Maintain t11 below -grade vehicul underpasses in accordance with the Florida Buil.ing Code and the C' y Charter and Code. Provide an manager, nun' property damag encroachment(s) Developer Party City shall have place a sp property fo he to nce pol c , in an amount determined by the city's risk the Cit as an additional insured for public liability and The nsurance shall remain in effect for as long as the xt within the right-of-way. Should the Retail o continuously provide the insurance coverage, the ight to secure similar insurance policy in its name and essment lien against the owner's abutting private tal ost of the premium. (3) The R il Developer rty shall hold harmless and indemnify the City, its offic' Is and employee from any claims for damage or loss to property injury to persons o any nature whatsoever arising out of the use, istruction, maintenanc or removal of the vehicular underpass and from and against any claims wh'ch may arise out of the granting of permission for the encroachment or a activity performed under the terms of this Agreement. Public Facilities. As of the Effective ve analysis of the Public Facilities availa oject. In the event that the Existing Zoning oper Party or the Retail Developer Party to p c encies in required levels of service occasioned by a result of the development of the Retail Street Proj Developer Party, as appropriate, shall provide such Publi requirements of s. 163.3180(2)(a), (b) and (c), Florida Stat by Chapter 13 of the City Code, if applicable, The Develope impact fees and assessments in existence as of the Effective D as ura g Section 11. Project Approval, ate, the Developer Parties have conducted to serve the SAP Area and the Retail nd/or the Comprehensive Plan require a ovide Public Facilities to address any ure development within the SAP Area ct, such Developer Party or the Retail Facilities consistent with the timing es (2011), or as otherwise required Parties shall be bound by the City e of this Agreement. (a) Future Development Review. Future developm t within the Miami Design District Retail Street SAP shall proceed pursuan o the processes and in (24483959;() 9 SUBSTITUTED accordance with the design set forth in the Regulating Plan and Design Concept Book, attached as Exhibit "B". The criteria to be used in determining whether future development all be approved is consistency with the Comprehensive Plan, this Agreement tnd the Miami Design District Retail Street SAP. (b) Prohibition on Down4ting, (1) The CompreherOve Plan, the Existing Zoning, and this Agr ment *d shall govern the development of the certain SAP Properti designated part of the SAP a,d of the Retail Street Project for the duration of the Agreement. The Ci*ty's laws and policies adopted after e Effective Date may be applied to ,he SAP only if the determina ns required by s. 163.3233(2), Florida Statutes (2011) have been ma a er 30 days written notice to the Develop.kr and following a public earing or as otherwise provided herein. .. (2) Pursuant to s. 163.3233(), Florida Stat es (2011), this prohibition on downzoning supplements, \rather than pplants, any rights that may vest to Developer Parties under \Florida o ederal law. As a result, Developer Parties may challenge ar\y su equently adopted changes to land development regulations bad (a) common law principles including, but not limited to, equitabl& stoppel and vested rights, or (b) statutory rights which may accrue by iikue of Chapter 70, Florida Statutes (2011). the SAP Area. The Miami Design D. 'ct Retail S Section 12. Alcoholic Beverage Sales. -Up appro al of this Agreement, pursuant to Chapter 4 of the City Code, two (2) Retail Special Centers a e hereby designated for properties within SAP Retail Specialty Center North ("Retail Specialty Center North") shal onsist of all SA1 Properties located north of the mid -line of the right-of-way of NE 40th Str: and the Miami D sign District Retail Street SAP Retail Specialty Center South ('Retail ecialty Center South") shall include properties located south of the mid -line of the right -of- y of NE 40th Street. The maximum number establishments selling alcoholic beverages permitted within each Retail Specialty Cent; shall not exceed five (5) esta lishments, inclusive of any such establishments in exi ence as of the date of this Agreem nt, but exclusive of any bona fide, licensed t'estauran. where the sale of alcoholic beverag s is entirely incidental to and in conjunction witi ie principal use of the sale of food (e.g. bdia fide, licensed restaurants, with a 2-COP, 2-CO SRX, 4-COP, 4-COP SRX or an equivalent cense). The number of approved establishm s may be increased by amendment to this Agreerient. Each e blishment selling alcoholic beverages permitted w thin the Retail Specialty Center Nort and the Retail Specialty Center South, exclusive of bon fide, licensed restaurants where sale of alcoholic beverages is incidental to the principal Ase of the sale of food, shall be 'mined pursuant to the requirements of the Miami Design trict Street Regulating Plan, attached hereto as part of Exhibit "B", and any applicable pro ion of Chapter 4 of the City Code not in conflict with the provisions of this Agreement. 244183959;6 } 10 SUBSTITUTED Each of the alcohol beverage establishments within both the Retail Street SAP Retail Specialty Center North and Retail Specialty Center South permitted pursuant to this Section shall reserved for the benefit of the Retail Developer Party, unless otherwise modified by a sep e written agreement between the Developer Parties, Section 13. Valet Parking, The Devel p r Parties intend to establish a uniform v et system to service the SAP Properties and the Disrict generally. Notwithstanding the 1 itations set forth in Sec. 35-305, a maximum of two (2 valet perrnits may be issued for th operation of a valet parking ramp on the same side of the bl ck where the permit applicant is e operator of the uniform valet system. Section 14. Temporary/Special Events. To ie extent governed by t a s and regulations of the City of Miami, the City Commission herby finds and agrees at the following special events constitute ancillary uses of the Retail treet Project; eve banners, farmers' markets, grand openings, holiday sales, outdoor sales, gr und breakings, d neighborhood sales events. For events which the Retail Developer Party ant cipates to ex ed (75%) seventy five percent of the maximum permitted occupancy, inclusive o ,Open and ivic Space or (2,100) two thousand one hundred guests, whichever is less, the RetaiADeveIor Party, or its designee, shall submit an application for review to the City Neighborhol-)d E ancement Team (NET) office servicing the District no less than five (5) working days p4io o the date of any such event. The City agrees to complete its review within three (3) rking days of the submittal of the required application to ensure coordination of needed ervices and avoid possible adverse impacts due to multiple events occurring within the i ed. e and surrounding area. The City Commission furt finds th the above -listed activities, which shall not exceed the maximum permitted occup cy of the Retal Street Project, will not: substantially inter t the safe and orde ly movement of other traffic contiguous to the specia substantially unduly areas hi v inish routine police servileservie Ieve1s to the entire community; erfete with the proper fire and p o tiguous to the special event as a les; (iv) nterfere with the movement of firefightin call; and present an unreasonable danger to the health ce protection or ambulance service to esult of the concentration of persons apparatus en route to an emergency nd safety of the public. N. hstancling the requirements of Secs. 62-521, and 62- 22, the above -stated activities shall uire the issuance of a City permit. Section 15. Public Benefits. (a) Job Creation & Employment OpportunitiesGenerally, the Developer Parties shall consult with local and/or state economic development entities regarding job {244E13959;6) 11 SUBSTITUTED training and job placement services for area city residents seeking emp opportunities with potential employers which will locate or establish a within the SAP Area. (1) (2) Construction Empl yment. The Developer Parties shall us work with the City i the following areas: ment usiness a. Job Sourcing. The Developer Parties shal .equire their general contractor(s) to use best efforts to work ith the City's Miami Works Initiative to source job opportu ties for both skilled and unskilled laborer seeking employ opportunities within the construction indus b, Community Busin s Developer Parties sh efforts to assign a construction contrac certified by Miami-D Enter' ise (CBE) Participation. The equi heir general contractor(s) to use best um of twenty percent (20%) of the lue to subcontractors whose firms are County as CBEs. c. Local Workfor e Fa,icipaion. The Developer Parties shall require their e e al co ra,ctor(s) to use best efforts to employ a minimum twenty perFent (20%) of on -site labor from persons residing ithin the nnunid'pal boundaries of the City of Miami. Restaura a sigi retail sh and Retail Employm ant number of emplo ors will be generated use best efforts to work nary and retail institutes, o consultation with the City, programs in employment opportun Hospitality Employment. The De of job opportunities in the hospita SAP Area. The Developer Partie Miami Dade College, through its institutions and organizations, in qualified graduates of the hospitalit within the SAP Area. In addition, efforts to assist the City in identify • The Developer Parties anticipate that ent opportunities in the culinary and ithin the SAP Area. Developer Parties ith Miami Dade College, through its h similar institutions or organizations, o place qualified graduates of such ties within the SAP Area. (244839596} 12 eloper Parties anticipate that a number ity sector will be generated within he shall use best efforts to work with hospitality institute, or with similar onsultation with the City, to place nstitute in employment opportunities the Developer Parties shall use best ng employment opportunities within SUBSTITUTED the hospitality sector outside the SAP Area and (place qualified graduate of the hospitality institute in positions. (b) Park/Open Space Enhancements. As consideration for certain reduc '•ns to standards set forth in the City's land development re ulations, the ► eveloper Parties hereby agree to undertake the following improves ents: (1) Woodson Mini -Park: The City owns and opera es an e '.ting mini -park, located at approximately 699 NE 36th Street Folio .1o. 01-3219-000- 0010), consisting of a parcel of land approximate y 6 : 1 sq. ft. in size and any improvements thereon. In consultation wi ity Planning staff and subject to their approval, and that of any o -r City department, the Developer Parties hereby agree to design - • construct the proposed improvements (e.g. enhanced landscaping tg ting, fencing, and similar improvements), etc., to the park at their se cot and expense within three (3) years of the Effective Date of this - :reeme t. (2) Park/Open Space Acquisition: Th IeveloperjJParties shall use best efforts not less thin 3,500 sq. ft. in size for (3) {24483959;6} to acquire a parcel of land o park/open space within th immediate vicinity of the twenty thousand square shall be dedicated to t the Developer Part' design treatment incorporate sit and similar such acqu Date of is SAP Area, strict to offset a et of required Ope City as a public par , which improvements pproved by the City f ar elements (e.g. enhanced 1 provements), etc. The Dev tion and improvements within t Agreement. If s h acquisition is not timely completed t1 Developer Parties shall be required to m ublic Parks and Open Space Trust Fun required cash contribution contemplated un 21 for not Tess than (20,114 sq, ft.) twenty t square feet of Open Space, The amount apportioned between each Developer Party forth in subparagraph (3) below. Apportionment of the Cost of Enhanc: improvements and park acquisition referre called the "Park/Enhancement/Acquisitio Enhancement/Acquisition shall be borne by and to the extent that the Developer Parties signed by the Developer Parties and recor Miami -Dade County, Florida: (a) the Park be initiated by the Retail Developer; (b) eac 13 he District, or within the • eficiency of (20,114 sq. ft.) Space. Said parcel of land open space and improved by shall be consistent with the r Woodson Mini -Park and ndscaping, lighting, fencing, loper Parties shall complete ree (3) years of the Effective ithin period set forth above, ke a contribution to the City's in an amount equal to the •er Sec. 3.14.4.b.3. of Miami ousand one hundred fourteen of said contribution shall be accordance with method set ent & Acquisition. The to in (1) and (2) above are ." The cost of the Park he Developer Parties. Unless •therwise agree by instrument red in the Public Records of nhancement/Acquisition shall Developer Party shall pay to (c) (d) SUBSTITUTED he Retail Developer its share of such cost of the Park l a icement/Acquisition as costs are incurred; (c) Retail Developer sha fro time to time have the right to issue (and record at Retail Develop s optio ), certificates indicating the status of any sums due to it for th Enhan nent/Acquisition. Any such sums not paid to th Deve1opr within ten (10) days after such payment is due all a interest a the rate of 18% per annum (but not more than the ighest rate permitted • law) and shall constitute a lien on the prop withiti the SAP that is •awned by such Developer Party from who uch payment is due. Street Right -of -Way I the Developer Parties improvements shall incl Properties only make-up o Developer Parties agree to co any non-standard irnprovemen provements. In order to Retail Developer Parties e the entire length o portion of the bloc struct and mainta to ROW as d NE 42" Street Landscaping support dated November of 2 Neighborhood Association ("Assoc the Retail Developer party shall final design treatment for the no north block within the SAP illustrated on pages A3.4 a as part of Exhibit "B". treatment to the P consultation with consistency with h nce ea, the A3.5 o e Retail Dev ning Director Association, standards set forth in Section 16. LocalDevelo e Per i (a) er a uniform aesthetic, agree that any ROW e block, even when SAP eveloper Parties and Retail , at their sole cost and expense, cribed herein. nts, As evidenced by the letter of om the Buena Vista East Historic on"), attached hereto as part of Exhibit "E". ollaboratively with the Association on the of the building slated for development on eliminary design treatment for which is e Design Concept Book, attached hereto oper Party shall present the final design review and approval, following lch review shall be evaluated for 4, Table 12, prnent of the SAP Property in acc ated by Developer Parties. Redevelo additional permits or approvals from th nment and any division thereof. Subjec provals, the City shall make a good faith effor ooperate with and facilitate all such approvals. S itation, the following approvals and permits an approvals and permits: ance with the Existing Zoning is ment of the SAP Property may City, County, State, or Federal to required legal process and o take all reasonable steps to ch approvals include, without any successor or analogous (1) Subdivision plat and/or waiver of plat approv 1 ; (2) Covenant or Unity of Title acceptance or the r1ease of existing unities or covenants; (3) Building permits; {24483959,61 14 SUBSTITUTED NTED (4) CvrdOoab: oyuse and/or occupancy; (5) (6) Development of Regional b-npact approval, modificatio, or exemption; �In Storrilwater Permits; 0 An other official action of the City, County, m'oyother government agen, y having the effect of permitting developm- ' of the SAP Property. (h) In tile event t,atthe City substantially modifies its '^d development regulations regarding site .bm approval procedures, authority o approve any site plan fora project oil the S ^ P Properties mhuK be vested so y in the City Manager, with the recommendation ^fthe P|unningDireo Director. An such site plan shall beapproved if it meets the ,#qu/r� uoto and �riteriaofthe ximiing Zoning, the Comprehensive Plan and the terms o this Agreement. 8ectinul7. Necessity of Compl~nQ with Loo Reaulationa Relative to Development The Developer Parties and the City a particular permit, condition, fee' tern , lice not relieve the Developer Parties of the said permitting requirements, conditions 8mcUnol8. bA (N , or restriction in effect on the Effective Date shall he failure of this Agreement to address u essity of complying with the regulation governing nnn4licenses, o,restrictions, Reservation ofDcvo "»nznntXig`tn. For the term development Comprehens of is Agreement, o"the SAP Property e Plan and the Agreei e City hereby agrees that it shall permit the accordance with the Existing Zoning, the Nothing ierein xhu| prohibit an in neauc in the density or intensity of duvc|o' ont permitted in the 8/\P Az'u in m manner consistent with (u) the Exis ' g Zoning and/or the Compreh;, sive Plan, (b) any zoning change u'ooueody requested or initiated by m Developer Party in u000,duncc with p1icmb\eprovisions o{law or (c)any zool'--change subsequently enacted bvthe The expiration or termination of this &greern' t shall not be considered u waiver of, or limitation upon, the hu6tu, including, "ct not limited to, any claims of vested rights or equitable emLnppc|` ohtuhood o held by Developer Parties or its Successors orassigns bocontinue development o the SAP Property inconformity with Existing Zoning and all active prior and uuwaequootdcvn|opmcut permits or development orders granted by the City. Section 19. Annual Review. (24493959;6) 15 SUBSTITUTED (a) The City shall review the development that is subject to this Agreeme every twelve (12) months, commencing twelve (12) months after the Date, th, ough the expiration or termination of this Agreement, develop nt right listed on pg. A1-9 of the Design Concept Boo Occurs The City shall begin the review process by Develop arties, a minimum of thirty (30) days prior to the a the Agreeine t, of its intention to undertake the annual revie (b) (c) Section 20. (a) once ective approved whichever g ng notice to versary date of his Agreement. Any informal n required of Developer Parties during an nnual review shall be limited to that cessary to determine the extent to whie' the Developer Parties is proceeding in g d faith to comply with the terms ofb s Agreement. If the City finds oi the basis of competent substan 1 evidence that the Developer Parties have not roeeeded in good faith to omply with the terms of the Agreement, the Cit may terminate or amend is Agreement after providing 30 days written notice ti Developer and after es ducting a public hearing. Notices. All notices, demands nd hereunder shall, except as delivered by personal s Mail, return receipt reques such as Federal Express, to given pursuant to this A actions required to be States legal holidays afl b succeeding day ther fter wh To the City: a copy to: request which may or are required to be given othe ise expressly provided, be in writing and e sent by United States Registered or Certified d .ostage prepaid, or by overnight express detivery, e parties at the addresses listed below, Any notice ent shall be deemed given when received. Any reunder which fall on Saturday, Sunday, or United e �eemed to be performed timely when taken on the ich shall not be a Saturday, Sunday or legal holiday. City anager City • Miami 3500 American Drive Miami, L33133 City Attorn y City of Mia Miami River *de Center 444 S.W. 2nd ve., 9th Floor Miami, FL 331 Planning & Zonii Director City of Miami Miami Riverside C n 444 S.W. 2nd Avenu , 3rd Floor Miami, FL 33130 {244 3959;61 16 Secti und 0 SUBSTITUTED To Developer Parties: With copies 391" St. (Del.) LLC 40 District LLC Ben Newton LLC Cumberland Acquisitions, LLC Dacra Design 4141 LLC Dacra Design Associates (Del. Dacra Design Moore (Del.) FCAA, LLC Half Circle Property (Del, LC Lovely Rita Acquisitio LLC McCrory Design Ass McCrory Design B MID-1 Lee, LLC Monte Carlo ociates (Del.) LLC Mosaic (Del. LC Norwegial ood Acquisitions, LLC Oak Pia Associates (Del.) LLC Sweet ginia Acquisitions LLC :: Craig Robins 41 NE 2" Avenue, Ste. 400 ami, FL 33137 a es (Del.) LLC (Del.) LLC Fh1er Holding Group, Inc. Att John Petersen 421 NE 2"d Avenue, 2"d Floor Miai ', FL 33137 Akerm Senterfitt Attn: Ne sen O. Kasdin, Esq. 1 SE 3rd Avenue, 25'1' Floor Miami, F 31 (b) ny Party to this Agreement may change s notification address(es) by providing itten notification to the remaining partie pursuant to the terms and conditions of this section. Exclusive Venue Choice o aw S ood and agreed by the parties hereto, that this Agree e State of Florida, and any applicable federal law, both as d that any action at law, suit in equity or judicial proceed Agreement or any provision hereof shall be instituted only in th federal courts and venue for any such actions shall lie exclu jurisdiction in the County. In addition to any other legal rights, {24483959;6} 17 Performance. It is mutually ent shall be governed by the laws o interpretation and performance, ngs for the enforcement of this courts of the State of Florida or ively in a court of competent he City and Developer Parties SUBSTITUTED NTED shall each [lave the right to specific performance of this Agreement |ocourt. Each party shall hcu, its own utUocnoy's fees. Each party waives any defense, vvhutbc, asserted by motion o pleading, that the aforementioned courts are animproper minconvenient venue, Moreover, `n parties consent to the personal jurisdiction Vfthe aforementioned courts and irrevocabiy ,^ive any objections to said 'urisd«ction. The parties irrevocably waive an rights to u jury biu or any part n[this Agreernm action, Developer Parties a Agreement to the extent allcN. Section 23. No Oral Cha appendices appended hereto ad Agreement between the ourded Supersedes any prior agreement subject matter hereof, and nouhan be effective unless such ohnmgu, nn against whomenforcement ofthe o cannot be changed or term inated oral iance, Developer Parties and the City agree that in e event all is struck down by judicial proceeding or preempted by legislative the City shall continue to honor the terms and c, ditions of this edbvlaw. Section 24. Co Agreement, throughout the Term of th's Agre with all applicable federal, state or ioca laws, administrative orders, permits, policies -, d respective Parties' obligations and per amended bnmdmck>time. or Termination. This Agreemen incorporated herein hvreference, i with respect to the subject ma or understandings between tb e, modification or discharg dification or discharge i nge, modification or iance with ub d the exhibits and y, constitute the entire ereof. This Agreement parties with respect to the ereof in whole or in part shall iUnu and signed by the party scharge is sought. This Agreement ect to the terms and conditions of this Developer Parties and City shall comply u,rcgu|ut' codes, ordinances, resolutions, coduno and nndrm that govern or ro|o10 to the ance under this Agreement, all as they may be Section 25. Representations, Rep,-sentat.ves Agreement has been duly authori legal, valid and binding obligati of such pai d. delipc . Each party represents to the others that this eduud executed by such party and constitutes the , *n8ncvub|o in accordance with its terms, 800dou%6. No Bxduoiv6, °:medicm. No nu* udv or election given by any provision in this /\groomoo1 obu|| be dee/ 'd exclusive uo1oau c�oreooy xn indicated. Wherever possible, the remedies granted hereu, lei, upon a default of the other party shall be cumulative and in addition to all other ,mnodieS . law orequity arising from `unb event n[default, except where otherwise expressly provided Section %7. party topn un|esoot"- Agreen� 1 ailure to Exercise Rights not a Waivr: Waiver Provisions. The failure by any ody exercise any right arising hereunder ^bd} not constitute u waiver of such right � shall constitute awaiver nfany subsequenteach of the same orany other provision no waiver shall be effective unless made in w 'ting. ction 28, Events of Default, (a) Developer Parties shall be|ndefault under is Agreement if Developer Parties fails to perform o, breaches any term(u), u*venant(s) or condition(s) of this Agreement which is not cured within 30duyo ,fterreceipt ofwritten notice from SUBSTITUTED (b) (c) (d) Section 29. (a) (b) Section 30. to any person unenforceable, persons or c beaffect. Sec a) the City specifying the nature of such breach; provided, however, that if su breach cannot reasonably be cured within 30 days, then Developer shall not b n default if it commences to cure such breach within 30days and dili ntly prosecutes such cure to completion. The City sha1 be in default under this Agreement if the City fails erform or breaches any erm, covenant, or condition of this Agreement and ch failure is not cured withi 30 days after receipt of written notice from the veloper Parties specifying the nature of such breach; provided, however, such breach cannot reasonably be cured within 30 days, the City shall '.t be in default if it commences to c re such breach within 30days and diligen prosecutes such cure to completion. It shall not be a d fault under this Agreement ifeit'er party is declared bankrupt by a court of comp tent jurisdiction. All rights a obligations in this Agreement shall survive such b nkruptcy of either party. e parties hereby forfeit any right to terminate this Agreement upon the bankru cy of the other party. The default of a succesor or assignee o any portion of Developer Parties' rights hereunder shall not be .emed a breac •y Developer Parties. Remedies Upon Default Neither party may termina Agreement upon the default of the other party, but shall have all of the re es enumerated herein. Upon the occurrence a de ult by a party to this Agreement not cured within the applicable grace •eriod, D veloper Parties and the City agree that any party may seek specifiperformanc of this Agreement, and that seeking specific performance si not waive a y right of such party to also seek monetary damages, inj ctive relief, or ay other relief other than termination of this Agreement he City hereby ackn wledges that any claim for damages under this Agreeme is not limited by sovere :n immunity or similar limitation of liability. If any term or provisio or cireurnstance shall, to any exten .emainder of this Agreement o u stances other than those as to which reby and shall continue in full force and . Assignment, Transfer, & Joinder. of this Agreement or the application thereof hereafter be determined to be invalid or application of such term or provision to it is held invalid or unenforceable shall not effect. This Agreement shall be binding on he Developer Parties and its heirs, successors and assigns, including the suc essor to or assignee of any Property Interest. The Developer Parties, at its sole iscretion, may assign, in whole or in part, this Agreement or any of its rights and bligations hereunder, or may extend the benefits of this Agreement, to any holde of a Property Interest without the prior written consent or any other approval of City. Notice of any assignment {24483959;6) 19 SUBSTITUTED or transfer shall be provided to the City as provided in Section 20, Any such assignee shall assume all applicable rights and obligations under this Agreemen (b) A onal parties, whether affiliates or assignees of the Developer Partie an unr ated third -party, may be added to this Agreement if the party add olds a Prop rty Interest in the Miami Design District, as defined in p r Zoning Ordinance 11000, more particularly SD-8. Any unrelated third -pa desiring to join th- SAP must satisfy the Open Space, Civic Space, and parkir requirernents requirei under the Miami 21 Code independent of the Open S , Civic Space, and paring provided by the Developer Parties within the S Area, Said parties may be added to this Agreement through the execution o a joinder form in the form a a ied as Exhibit "D", which form shall be reco 4ed in the public records of Miami- loade County. Such party shall be a Devel.4er Party, and such joinder form shall be acknowledged under this Agreem t. Any rights conferred hereunder to .n additional party are subject to Cit, Commission action approving a zoning atia amendment designating the joi d property a part of the Miami Design District etail Street SAP in compli e with any and all applicable laws governing noticesuch action. Section 32. Obligations Sury v any contrary term or provision co Agreement, the following obligatio and effect until the expiration of a such termination or the expiration o provisions contained herein; (ii) rights prior to expiration or earlier terminatio herein which expressly indicates ei or may be applicable or effective b Section 33. Lack of A establishing an agency Developer Parties nor guests shall be deeme purpose hereunder, contractors, agen affiliates. Section 34. d t or e g Termination tained herein, s shall sury yea the 0 and of. Notwithstanding and prevailing over he event of any lawful termination of this e such termination and continue in full force following the earlier of the effective date of (i) the exclusive venue and choice of law any party arising during or attributable to the period ofthis Agreement, and (iii) any other term or provision t survives the termination or expiration hereof or is expiration or permitted early termination hereof, Relationshi re onship betwe ernployees, agents gents, instrumentaliti he City, its contracto mployees of Develo oo era ion• Ex • edited Per . Nothing contained herein shall be construed as n the City and Developer Parties and neither contractors, subsidiaries, divisions, affiliates or s, employees, or contractors of the City for any , agents, and employees shall not be deemed r Parties or their subsidiaries, divisions or a d Time is of the Essence. The Parties agree to cooperate with pursuant to the terms and conditions time is of the essence in all aspects of t pursuant to this Agreement. The City permitting and approval process in an achieving its development and consl accommodate requests from Develope subcontractors for review of phased or m (244839596 20 each other to the full extent practicable this Agreement. The Parties agree that eir respective and mutual responsibilities hall use its best efforts to expedite the effort to assist Developer Parties in ion milestones. The City will Parties' general contractor and ltiple permitting packages, such as SUBSTITUTED those for excavation, site work and foundations, building shell, core, and interrs. In addition, the City will designate an individual within the City Manager's ffice who wi have a primary (though not exclusive) duty to serve as the City' soint of contact knd liaison with Developer Parties in order to facilitate exp iting the processin and issuance of all permit and license applications a approvals across all of the various departments and offices of the City 'eh have the authority o right to review and approve all applications for ch permits and licenses. (b) Notwithstanding the foregoing, the City shall not obligated to issue development ermits to the extent a Developer do not comply with the applicable req rements of the Existing Zoning, th Comprehensive Plan, this Agreement and pplicable building codes. Section 35. Enforcement. In the event that Developer Parties, thei accordance with the erms of the Existin of said violation upon the subject pro Enforcement of this A violating, or attempting prevailing party in any a shall be entitled to recov such sum as the Cot attorney. (c) This enforcemen law, in equity o Section 36. Amendme amended or terminated its term except by City. Prior to any an ndment or termination of hold two public -arings before the City Co amendment or ter nation. cc ssors and/or assigns fail to act in Zoning, the City shall seek enforcement Y. ement all be by action against any parties or person vio -, any covenants set forth in this Agreement. The suit pertaining to or arising out of this Agreement addition to costs and disbursements allowed by law, djudge to be reasonable for the services of his/her/its be in addition to any other remedies available at ual Consent. This Agreement may not be utual agreement of Developer Parties and the is Agreement during its term, the City shall mission to consider and deliberate such Section 37, hird Party Defense. City and Deve expense, vorously defend any claims, suits or dema challeng g the Agreement or the Project, or objecting limita n, (i) a consistency challenge pursuant to Sectio a p ion for writ of certiorari, (iii) an action for decla o , damage, liability, or expense (including reasonable rties shall promptly give the other written notice of any per Parties shall, at their own cost and ds brought against them by third parties any aspect thereof, including, without 63.3215, Florida Statutes (NI 1), (ii) a ory judgment, or (iv) any claims for orneysfees). City and Developer ch action, including those that are pending or threatened, and all responses, filings, and pleading with respect thereto. Section 38, No Conflict of Interest. Developer Parties agree to comply with Section 2-612 of the City Code as of the Effective Date, with respect to conflicts nterest. {24483959;6) 21 SUBSTITUTED Section 39. No Third- . No persons or entities other than Developer Parties and the City, their heirs, iermitted successors and assigns, shall have any rights whatsoever under this Agreement. Section 40. Counterparts. This Agreement may be executed in two or more counte each of which shall constitute n original but all of which, when taken together, shall con i u e one and the same agreement. Section 41. Status. Upon reqwst from time to time by any Developer Party, or s successor and/or assigns, or any mortgagee o any Developer Party or its successor and/or .sign, the City shall deliver to such requesting par a letter stating whether the obligations such Developer Party or its successor and/or assign u der this Agreement are current and in od standing and if such is not the case, stating the partic lar manner in which such person's s1igations under this Agreement are not current and in good anding. NOW, THEREFORE, the City ant Developer Parties have aused this Agreement to be duly executed. [Signature blocks y and Devel. Parties] (24483959;6) 22 SUBSTITUTED IN WITN SS hereof the parties have caused this Agreement to be duly entered int signed as of the d te written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIA -D 46 39th St. (Del.) LLC a Delaware limited liability c MIAMI DESIGN DIST ASSOCIA 1ES MANA Delaware limited Iiabi manager By: Print Na Title. y, by ,LLC,a company, its The foregoi:instrument was acknowledged besre me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES ANAGER LLC, a Delaware limited Iiai1ity company, in its capacity as manager of 39 Si. (Del.) LLC, a Delaware limited Iiabi1i com.an . He is personally known to me or pro uced as iden ifioation. My coi ission expires: NOTARY PUBLIC, ate of Florida at -Large Print Name: {24483959;6} 23 SUBSTITUTED IN WITNESS her of the parties have caused this Agreement to be duly entered into and signed as of the date writtei above. Witnesses: 40 District LLC a Delaware limited liability company .y MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, L , a Delaware limited liability co any, its manager By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DAD ) The foregoing in •ument was acknowledged be ore me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES M AGER LLC, a Delaware limited liability company, in its capacity as manager of 40 D. rict LLC. He is personally known to m; or produced as identification. My comn ' sion expires: NOTARY PUBLIC, tate of Florida at -Large Print Name: {24483959;6) 24 SUBSTITUTED IN WITNESS hereof the par e ve caused this Agreement to be duly entered into an signed as of the date written above. Witnesses; Ben Newton LLC a Delaware limited liability co MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, Delaware limited liability manager 1 By: 1 \Print Name: Print Name: .t1 : Print Name: STATE OF FLORIDA COUNTY OF MIAM[-DADE P Y, bY C, a pany, its The foregoing instr ent was acknowledged before me this day of 2012, by , as of MIAM DESIGN DISTRICT ASSOCIATES MANA R LLC, a Delaware limited liability compan in its capacity as manager of Ben NewNew,n LLC, He is personally known to me or produ as identification. My commissi expires: NOTARY PUBLIC, State of Flo Print Name: (24483959;6) 25 SUBSTITUTED IN WITNESS hereof the parties have caused this Agreement to be duly entered into an signed as of the date written above. Cumberland Acquisitions, LLC a Delaware limited liability comp.. y MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, C, a Delaware limited liability pany, its manager Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DAD ) \ By: \ Print Name: Title: The foregoing inst invent was acknowledged before me t is day of 2012, by , as of M MI DESIGN DISTRICT ASSOCIATES MAN GER LLC, a Delaware limited liability cot any, in its capacity as manager of Cumbe and Acquisitions, LLC. He is personally know to me or produced as identification. My commis '•n expires: (24483959;6) NOTARY PUBLIC, State of P4orida at -Large Print Name: 26 SUBSTITUTED IN WITNESS hereof the arties have caused this Agreement to be duly entered into an signed as of the date written abov Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE Dacra Design 4141 LLC a Delaware limited liability c DACRA 4141 MANAGING INC., a Florida corporation, member. y, by BER, managing By: Print Name: Title: The foregoing iris u ent was acknowledged befor me this day of 2012, by , as of DACRA 4141 MANAGING MEMBER, INC., a F • icla corporation, on behalf of that corp ration in its capacity as managing member of Dacra riesign 4141 LLC, a Delaware limited liability company, on behalf of that company. He is .ersonally known to me or who produced as identification. My comas on expires: NOTARY PUBLIC, State ifFlorida at -Large Print Name: (24483959;G) 27 SUBSTITUTED IN WITNESS hereoftie parties have caused this Agreement to be duly entered into signed as of the date written aIve. Dacra Design Associates (Del.) C \\ a Delaware limited liability co any, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGE LLC, a Delaware limited Iiabi1i o pany, its manager Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE By: Print Name Title: The foregoing instr lent was acknowledged before me tIis day of 2012, by , as of MI MI DESIGN DISTRICT ASSOCIATES MAN ER LLC, a Delaware limited liability eomny, in its capacity as manager of Dacra D ign Associates (Del.) LLC, who is personally k own to me or who produced as identification. My commissi expires: NOTARY PUBLIC, State o Flo at -Large Print Name: i24483959,61 28 SUBSTITUTED IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written ab ve. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-D Dacra Design Moore (Del.) LLC a Delaware limited liability comp MIAMI DESIGN DISTRICT ASSOCIA FES MANAGER, C, a Delaware limited liability c pany, its manager By: Print Name: Title: The foregoing s rument was acknowledged before me this day of 2012, by as ofM1AM ESIGN DISTRICT ASSOCIATES M AGER, LLC, a Delaware limited liability company, in its capacity as manager of Da Design Moore (Del.) LLC, who is personally known to e or who produced as identification. My corn ission expires: NOTARY PUBLIC, State of Florida a Large Print Name: {24483959,6) 29 SUBSTITUTED IN WITNESS hereof the parties slave caused this Agreement to be duly entered into signed as of the date written above, Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIA R ADE ) FCAA, LLC a Delaware limited liability c : pany, by MIAMI DESIGN DISTRI ASSOCIATES MANA R, LLC, a Delaware limited liab' ty company, its manager By: Print N- e: Ti The fore_ : ing instrument was acknowledged before me this day of 2012, by , as of IAMI DESIGN DISTRICT ASSOCIAT MANAGER, LLC, a Delaware limited liability company, in its capacity as manager •.' FCAA, LLC. He is personally known to me or produ d as identification. M commission expires: {24483959;6) NOTARY PUBLIC, State o Florida at -Large Print Name: 30 SUBSTITUTED IN WITNESS hereof the parties hae caused this Agreement to be duly entered into signed as of the date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-D Half Circle Property (Del.) a Delaware limited liability coiy, by MIAMI DESIGN DISTRICT ASSOCIA IES MANAGE LLC, a Delaware limited liabili company, its manager \VY: Pint Nam Ti e: The foregoing strument was acknowledged before me thi day of 2012, by , as of M I DESIGN DISTRICT ASSOCIATES M AGER, LLC, a Delaware limited liability com any, in its capacity as manager of Hal e Property (Del.) LLC. He is personally known o me or produced as identification. My c 011 xpires: NOTARY PUBLIC, da at -Large Print Name: {24483959,6) 31 SUBSTITUTED IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE Lovely Rita Acquisitions, LLC a Delaware limited liability comp MDDA SWEET BIRD MANAG Delaware limited liability co manager , by , LLC, y, its By: Print Name: Title: The foregoing instrui nt was acknowledged be 2012, by , as MANAGER LLC, a Del are limited liability company, Rita Acquisitions, LLP He is personally known to me or p as identification. ne this day of of MDDA SWEET BIRD its capacity as manager of Lovely duced My commissionexpires: NOTARY PUBLIC, Print Name: (24483959;6) 32 ate of Florida at -Large SUBSTITUTED IN WITNESS hereof the parties have caused this Agreement to be duly entered i signed as of the date written above, McCrory Design Associates Delaware limited liability c Witnesses: Pra tName: Print Name: Title. Print Name; STATE OF FLORIDA COUNTY OF MIAM1-DADE eL) LLC pany The foregoing instru was acknowledged before me this day of 2012, by , as of McCrory esign Associates (Del,) LLC, who is pe s al y known to me or who produced as identification. My commission p res; NOTARY PUBLIC, State of Florid at arge Print Name: {24483959,6) 33 SUBSTITUTED TN WITNESS hereof the parties have caused this Agreement to be duly entered into signed as of the date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE McCrory Design Buick (Del.) L C a Delaware limited liability co .any By: Print Name: Title: The foregoing instrument as acknowledged before rn this day of , 2012, by , as of eCrory Design Buick (Del.) LLC, who is personally know e or who produced as identification. My commission expire NOTARY PLJBLJC, Sta e o Florida at -Large Print Name: i24483959:6) 34 SUBSTITUTED IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Witnesses: Print Name; Print Name.: STATE OF FLORIDA COUNTY OF MlAM -D The foregoii 2012, by ASSOCIATES manager of MDDA Garage LLC a Delaware limited liability compan MIAMI DESIGN DISTRICT \ASSOCIATES MANAGER, Delaware limited liability co manager Y: Pr vt Name: Tit strument was acknowledged before me this as of MIA ANAGER, LLC, a Delaware limited liability compa A Garage LLC. He is personally known to me or pro as identification. My co mission expires: NOTARY P Print Name: {24483959,6) 35 , a pany, its by day of DESIGN DISTRICT , in its capacity as cecl rge SUBSTITUTED 1 IN WITNESS hereof the parties have caused this Agreement to be duly entered into a signed as of the date written above. I i� MID -I Lee, LLC a Delaware limited liability com :any, by MIAMI DESIGN DISTRICT 1 ASSOCIATES MANAGE , LLC, a Delaware limited liabili ompany, its manager Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-D The foregoin 2012, by ASSOCIATES manager of M Print Nam Title nstrument was acknowledged before me thi , as of MI NAGER, LLC, a Delaware limited liability co -I Lee, LLC. He is personally known to me or pro as identification. My col fission expires: (24483959:6) day of MI DESIGN DISTRICT any, in its capacity as uced NOTARY PUBLIC, State Print Name: 36 f Florida at -Large SUBSTITUTED IN WITNESS hereof the parties have caused this A ee ent to be duly entered into an signed as of the date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIA I-D Moute arlo Associates (Del. a Dela are limited liability co y, by MIAM DESIGN DISTRICT ASSOc4IATES MANAGE LLC, a Delaware limited liability ompany, its manage By: Print N Title: The foregoin; instrument was acknowledged before t e this day of 2012, by , as sfMIAMI DESIGN DISTRICT ASSOCIATES ANAGER LLC, a Delaware limited liabili company, in its capacity as manager of nte Carlo Associates (Del.) LLC. He is perso ally known to me or produced as identification. My co mission expires: 24483959;6} NOTARY PUBL C, State of Florida at -Large Print Name: 37 SUBSTITUTED IN WITNESS hereof the parties have caused this Agreement to be duly executeu a, signed as of the date written above. Witness: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-D Moonlight Mile Acquisition Delaware limited liability c MIAMI DESIGN DISTR ASSOCIATES MANA Delaware limited liabi com manager C, a a y, by C, a any, its By: Print N Ti 'The foregoing struinent was acknowledged befor- me this day of 2012, by , as of MIAMI DESIGN DISTRICT ASSOCIATES NAGER LLC, a Delaware limited li sility company, in its capacity as manager of Mo light Mile Acquisitions, LLC. He is ersona11y known to me or produced as identification. My con i ission expires: 24483959;6} / Print Name: 38 TARY PUBLIC, State of Florida at -large SUBSTITUTED IN WITNESS hereof the parties have caused this Agreement to be duly entered signed as of the date written above. Witnesses: Print Name; Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DA The foregoing 2012, by ASSOCIATES M AGER LLC, a Mosaic (Del.) L He is personally as icientificatio My coiiirn,sioii expires: Mosaic (Del.) LLC a Delaware limited liability MIAMI DESIGN DISTR ASSOCIATES MANA Delaware limited liab' manager By: Print Na Title (npany, by LLC, a company, its owledged before me this day of of MIAMI DESIGN DISTRICT in ited liability company, in its capacity as manager of own to me or produced NOTARY PUBLIC, State of Florida at -Large Print Name: {24483959;6} 39 SUBSTITUTED IN WI ESS hereof the parties have caused this Agreement to be duly entered into/and signed as oftlie te written above. Norwegian Wood Acquisition; LLC a Delaware limited liability co/iftpany, by MDDA SWEET BIRD MAAGER, LLC, a Delaware limited liability, ,ompany, its manager Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE By: Print Name: Title: The foregoing instrument wa acknowledged before me this of 2012, by , as of MDDA SWE `i BIRD MANAGER LLC, a Delaware lin ted liability company, in its capacity as man of Norwegian Wood Acquisitions, LC. He is personally known to me or produced as identification. My commission expires: 124483959,6} NOTARY PUBLIC, State of Florida at -Large Print Name: 40 SUBSTITUTED ESS hereof the parties have caused this Agreement to be duly entered into ap1 signed s oft date written above, Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE Oak Plaza Associates (Del.) LLC / a Delaware limited liability comp,ny, by MIAMI DESIGN DISTRICT / ASSOCIATES MANAGER, LLC, a Delaware limited liability coMpany, its manager By: Print Name: Title: The foregoing instrument was no ledged before me this 2012, by as of MIA ASSOCIATES MANAGER LLC, e aware limited liability company, manager of Oak Plaza Associates el.) LLC. He is personally known to as identification. My commission expires: / day of SIGN DISTRICT capacity as produced NOTARY PUBLIC, State of Florida at -Large Print Name: (24483959;6) 41 SUBSTITUTED IN ITNESS hereof the parties have caused this Agreement to be duly enterelinto and signed as of e date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) Rocky Raccoon Acquisitions (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited 1ia15ility company, its manager By: Print Nam • : Title: The foregoing instrument ws acknowledged before me this day of 2012, by , as of MI I ESIGN DISTRICT ASSOCIATES MANAGER, LL , a Delaware limited liability compan in its capacity as manager of Rocky Raccoon Ac- uisitions (Del.) LLC. He is personally kn• n to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at-L Print Name: (24483959;6) 42 IN WITNE as of the date Witnesses: Print Name: Print Name: SUBSTITUTED hereofthe parties have caused this Agreement to be duly entered into and signed en above. STATE OF FLORIDA COUNTY OF MIAMI-DADE Sweet Virginia Acquisitions LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, Up' manager By: Print Name: Title: The foregoing instrument was ackno 1 d ed before me this ay of , 2012, by , as of MIAMI DE GN DISTRICT ASSOCIATES MANAGER LLC, a Delaware/ united liability company, in it apacity as manager of Sweet Virginia Acquisitions LL9. He is personally known to me or oduced as identitication. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: {24483959;6 } 43 SUBSTITUTED ESS hereof the parties have caused this Agreement to be duly entered into and signed ofthe date written above, Witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) Flagler Holding Group, Inc. a Florida for -profit corporation By: Print Name: Title: The foregoing2012, by , as Fthlaisday of FlaglerHolding Group, Inc., who instrument was acknowledged b'o is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of orida at -Large Print Name: {24483959;6 SUBSTITUTED IN NESS hereof the parties have caused this Agreement to be duly entered into and signed as o h date written above. CITY OF MIAMI, a municipal corporatOn' located within the State of Florida / Witnesses: By: Johnny Martinez City Manager Print Name: Print Name: TE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged befo day of 2012, by Johnny Martinez, in his capacity as City Mana:r, the municipal corporation, who is personally known to me or who proueed as identification. My commission expires: NOTARY PUBLIC, /Print Name: {24483959;6) 45 Florida at- SUBSTITUTED Exh Legal Description of the Prope 47 Map #8: SUBSTITUTED DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Buick SUBJECT PROPERTY STR ET ADDRESS(ES); SUBJECT PROPERTY LEGAL CRIPTION: Map #9: Tuttle South Exhibit "A" 3841 NE 2' Avenue (Folio No. 01-3219-01 1-0100) The North 68.32 feet of Lot 2, and all of Lot 3, of SECOND AMENDED PLAT OF MAGNOLIA PARK, acco clflig to the Plat thereof, as recorded in Plat Book 5, at jae 25, of the Public Records of Miami -Dade County, Flo ' , together with that certain twelve -foot strip of land Iytng adjacent to and immediately East of the above-d ibed property, said twelve -foot strip having for its Easly boundary the Florida East Coast Railroad right-of-way. SUBJECT PROPERTY STREET ADDRESS(ES): 3725 Biscayne Boulevard olio No. 01-3219-045-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: 124375324;3} p Pu act A of VIA TUTTLE SUBDIVISION, according to the hereof, as reco ed in Plat Book 163, at Page 59, of the 'c Records of iami-Dade County, Florida, e So 3725 Biscayne Blvd. formerly ribed as: Lot 32, Js that part in Biscayne Boulevard, and Lots 33 through/ 6, L the West 6 feet thereof, MAGNOLIA PARK, 2I41) 0,1IEND PLAT THEREOF, according to the Plat ther 'of, as recor d in Plat Book 5, at Page 25, of the Public Ra ords of Miami de County, Florida; /AND Lots 33, 35 and 37, of BUENA VISTA BISCAYNE BADGER CLUB SUBI VISION, according to the Plat thereof, as recorded in Plat ook I, at Page 115, of the Public Records of Miami -Dade Cou y, Florida; AND The North 34,88 feet of Lot BISCAYNE BADGER CLUB SU the Plat thereof, as recorded in Plat B Public Records of Miami -Dade Coun AND of BUENA VISTA VISION, according to k I, at Page 115, of the lorida; The East one foot of the West 6 feet of Lot ', MAGNOLIA PARK, 2141) AMENDED PLAT THEREOF, a ording to the Note: Ali Map # references relate to Pg. A1.4 and A1,5 of the Miami Design District Retail Street Speci Area Plan Design Concept Book. Map #10: SUBSTITUTED AMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Tt le North Exhibit "A" Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET DDRESS(ES): 299 NE 38th Street (Folio No. 01-3219-011-03 ) SUBJECT PROPERTY LEGAL DE RumoN: Map #11: Norwegian Woo Lots 37, 38 and 39, SECOND AME4DED PLAT OF MAGNOLIA PARK, less right of way oJiscayne Boulevard, according to the plat thereof, as recoy ed in Plat Book 5, at Page 25, of the Public Records 6f Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDREss(Es): 92 NE 401H Street (Fo o No, 01-3124-027-0270) SUBJECT PROPERTY LEGAL DESCRJPTION: Map 412: OTS 1, 2 ANDA, IN BLOCK 3, OF AMENDED PLAT OF MERCIL BILTMORE, ACCORDING TO THE PLAT T REOF,AS RECORDED IN PLAT BOOK 6, AT PAGE 132, OF ,tHE PUBLIC RECORDS OF MIAMI-DADE CO TY FLORIDA. / SUBJECT PROPERTY STREET ADDRESS(ES) : 99 NE 39TH S Casa/Lady Jane* SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324M Lots 1 and 2 , the Plat thereof, Public Records o Folio No, 01-3124-029-0010) k 1 of BILTMORE COURT, according to recorded in Plat Book 7, Page 37, of the ami-Dade County, Florida, Note: All Map tt references relate to Pg. A1.4 and A1,5 of the Miami Design District Retail Street ecial Area Plan Design Concept Book, Map #13; SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Cumberland/JBL SUBJECT PRO RTY STREET ADDRESS(ES): SUBJECT PROPERTY EGAL DESCRIPTION: i24375324;3 Exhibit "A" 100 NE 401hl Street (Folio No, 01-3124-028-01 ct0) 108 NE 40111 Street (Folio No. 01-3 124-030-0200) 101 NE 39'h Street (Folio No, 01-3124-030-9890) Parcel 1: Lots 21, 22 and 23, of SECOND SECTION COMMERCIAL BILTMORE, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lot "A", of BILTMOR/ COURT, according to the P1 st thereof, as recorded in Plat Book 7, at Page 37 of the Public Records of Miami -Dad County, Florida. Parcel 3: Unnumbered Lot x 100 feet East of Moore Parkway and est of J.W. Wl1ece Tract, COMMERCIAL BILTMORE, ding to th Plat thereof, as recorded in Plat Book 6, at Pag 132, of he Public Records of Miami -Dade County, Flor Parcel 4: Lot 12, ss t East 3 feet thereof, and Lot 13, in Block 1, of MAG A OURT, according to the Plat thereof, as reco d in Platook 6, at Page 105, of the Public Records of Mia i-Dade Cou , Florida, less that part of said Lot 13 des ibed as follow B ginning at the South AGNOLIA COURT, orded in Plat Book 6, at jarni-Dade County, Florida, outherly line of said Lot 13, a point of curve; thence run along the arc of a tangential curve of Twenty -Five (25) feet and a cen a distance of 12.52 feet to a point on Lot 13; thence run Southwardly alon said Lot 13 a distance of 3.07 feet to the ly corner of Lot 13, Block 1, of ding to the Plat thereof, as age 105, of the Public Records of hence run Eastward ly along the a istance of Twelve (12) feet to ardly and Northwestwardly the right, having a radius angle of 28°41'07" for e Westerly line of said e Westerly line of f Beginning. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Spec Area Plan Design Concept Book. SUBSTITUTED MUM DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Lot 11, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Together with easement over East 0.12 feet of Lot 12, Block 2, of MAGNOLIA COURT, according to the Plat as recorded in Plat Book 6, at Page 015, of Public Record of Miami -Dade County, Florida, created by Quick Claim Deed granting Perpetual Easement, filed September 3, 1985, in Official Records Book 12624, at Page 676. Map #14: Hale Dani SUBJECT PROPERTY STREET ADDRESS(ES): 119 NE 39'h Street (Folio No. 01-3124-030-0080) SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 11 and the East 3 feet of Lot 12, in Block I of AGNOLIA COURT, according to the Plat thereof as ded in Plat Book 6, Page(s)'105, of the Public Records of ia i-Dade County, Florida, Map #15: Oak Plaza Collins SUBJECT PROPERTY STREET ADDRESS(ES): 139 NE 39IIISt FollO No. 01-3124-030-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 9 and the ly 12 feet of Lot 8, in Block 1, of MAGNOLIA COO , according to the plat thereof, as recorded in Plattlook Page 105, of the Public Records of Miami -Dade Q6unty, Flo a. Also know/as; Lot 9 a9i the West 12 feet ofLot in Block 1, MAGNOLIA COUI3ft, according to the plat th , as recorded in Plat Bcof 6, at Page 105, of the Public -cords of Miami -Dade Co nty, Florida. Map #16: Oak Plaza Loggia SUBJECT PROPERTY STREET ADDRESS(ES): 163 NE 39'1Street (Folio No, 01-3124-030-0050) SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3} Lots 6, 7, and 8 (minus the Westerly 12 feet of Lot , in Block 1, of MAGNOLIA COURT, according to the thereof, as recorded in Plat Book 6, at Page 105, of the Pub Records of Miami -Dade County, Florida. Note: All Map # references relate to Pg. A1,4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book, SUBSTITUTED IAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #1: La Verne SUBJECT PROPERTY STR T ADDRESS(ES): 90 NE 39th St (Folio No. 01-3124-029-0130) SUBJECT PROPERTY LEGAL ESCRIPTION: Lots 1, 2 and 3, Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade County, Florida. Map #2: Elecktra SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {211375324,31 3801 NE 18' Avenue (Folio No. 01-3124-033-0120 & 0(- 3124-033-0100) 100 NE 39`h Street (Folio.No. 01-3124-030-0210) 5 NE 38t Street (Foli.d No. 01-3124-033-0110) Lot1 and 22, LESS the West 13 feet of Lot 22, Block 1, of CO ERCIAL BUENA VISTA, according to the Plat thereo , s record.dd in Plat Book 14, at Page 56, of the Public Records • Mia:�i-Dade County, Florida. Parcel 12B:/ Lot "B" /of B TMORE COURT, according to the Plat thereof/as recorde in Plat Book 7, at Page 37, of the Public Records of Miami-D. •e County, Florida. 236e112C: I of Lots 15, 16, 17, 19, 20 and 23, Block 1, of COMMERCIAL BUENA ' STA, according to the Plat thereof, as recorded in Plat Bo• 14, at Page 56, of the Public Records of Miami -Dade County, orida. Parcel 12D: Lots 12 and 13, Block 2, of MAGNOLI COURT, according to the Plat thereof, as recorded in Plat Boo 6, at Page 105, of the Public Records of Miami -Dade County, ' orida, Parcel 12E: The West 13 feet of Lot 22, Block 1, of COM ERCIAL BUENA VISTA, according to the Plat thereof as re ' rded in Plat Book 14, Page(s) 56, of the Public Records of iami- Dade County, Florida. Note; All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #3: Rothman SUBJECT PROPER Y STREET ADDRESS(ES): 108 NE 3911' Street (Folio No. 01-3124-030-0200) SUBJECT PROPERTY GAL DESCRIPTION: Lot 11, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at p€ige 105, of the Public Records of Miami -Dade County, Florida. Together with an easement over the East/0.12 feet of Lot 12, Block 2, of MAGNOLIA COURT,/cording to the Plat thereof, as recorded in Plat Book 6, El' Page 105, of the Public Records of Miami -Dade County, 7lorida, created by Quit Claim Deed Creating Perpetual Eement, filed September 3, 1985, in Official Records Book 1 6 4, at Page 676. Map #4: Palm Lot SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324:3) 140 NE 39th St (Folio . 6/. 01-3124-030-0170) Th West 50 feet Lot 1, and Lots 7 to 14, both inclusive, and ots 24 to 3 , both inclusive, Block 1, COMMERCIAL BUE VIST according to the Plat thereof, as recorded in Plat Bo 14, . Page 56, of the Public Records of Miami - Dade Cou ty loride. Also kno The W st 75 fee of Lot 1, less the East 25 feet thereof, and Lots to 14, both elusive, and Lots 24 to 31, both inclusive, Blo 1, COMMER IAL BUENA VISTA, according to the Pl hereof, as recor. in Plat Book 14, at Page 56, of the P blic Records ofMiani Dade County, Florida. And Parcel 10B: Lots 8 and 9, Block 2, of MAGN IA COURT, according to the plat thereof, as recorded in Plat 'ok 6, at Page 105, of the Public Records of Miami -Dade Coun Florida. Note: All Map ft references relate to Pg, A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book, SUBSTITUTED MIA1VII DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #5: Booth SUBJECT PROPER Y STREET ADDRESS(ES): 3821 NE 1Court (Folio No. 01-3124-033-0010) SUBJECT PROPERTY EGAL. DESCRIPTION: Parcel IA: The East 100 feet of Lot 1, all of Lots 2 thro h 5, Block I, COMMERCIAL BUENAVISTA, accordi to the Plat thereof, as recorded in Plat Book 14, at Pa 56, of the Public Records of Miami -Dade Qbunty, Florida. Less: That portion thereof beginning t the Northeast corner of Lot 1, Block 1, thence go West V feet, thence South 9.30 feet, thence East 0,82 feet, then South 61.44 feet, thence East 3.8 feet to the East line, thhce North 70.9 feet, to the Point of Beginning. {24375324;3) Note: All Map # references relate to Pg. A1,4 and A1.5 of the Miami Design District Retail Street S -clal Area Plan Design Concept Book, SUBSTITUTED AMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #6: Booth SUBJECT PROPERT TREET ADDRESS(ES): 3821 NE Court (Folio No. 01-3124-033-0130) SUBJECT PROPERTY L AL DESCRIPTION: Parcel IB: Lots 33 through 36, inclusive, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereofi'as recorded in Plat Book 14, at Page 56, of the Public Records of Miami - Dade County, Florida. And That portion of land thereof beginning 146,40 feet West of the Southeast corner of Lot 8, JNIEWTON SUBDIVISION, according to the Plat thereof, at recorded in Plat Book 3, at Page 126, of the Public records of Miami -Dade County, Florida, thence run North 13&00 feet; thence West 46.50 feet; thence South 137.00 feet;/thence East 46.50 feet to the Point of Beginning, • s and Except: A n of NE TON SUBDIVISION, according to the Plat therf, s reco•ded in Plat Book 3, at Page 126, of the Public Recoi of /iami-Dade County, Florida, and being more particu escribed as follows: Begin the Southeast corner of Lot 36, Block 1, COM R& AL BUENA VISTA, according to the Plat there , as re tied in Plat Book 14, at Page 56, of said Public Re rds of a i-Dade County, Florida; thence South 8 46'20" East ng the Easterly projection of the South line said Block 1, id line also being the North right-of-way e of N.E. 38 Street as shown on said plat of COMMERCIAL B NA VISTA for 46.50 feet to a point being 146,40 feet W of the East line of said NEWTON SUBDIVISION and as asured along a line parallel with the centerline of said N,E, th Street as shown on said plat of COMMERCIAL BUENA STA; thence South 00°00'35" West for 25.00 feet to sais centerline of N.E. 38th Street; thence North 89°46'20" We along said centerline of N.E. 381h Street for 46,50 feet to a sint on the West line of said NEWTON SUBDIVISION; the ce North 00°00'18" East along said West line of NEWTO SUBDIVISION for 25.00 feet to the Point of Beginning. (24375324;3) Note: All Map references relate to Pg. A1,4 and A1.5 of the Miami Design District Retail Street Sp cial Area Plan Design Concept Book, Map #7: SUBSTITUTED DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Buena Vista SUBJECT PROPERTY STR T A DDRESS(ES): SUBJECT PROPERTY LEGAL ESCRIPTION: {24375324;3) Exhibit "A" 180 NE 39TH Street (Folio No. 01-3124-030-0100) Lots I to 6, inclusive, and the East 25 feet of Lot 7, in BIk 2 of MAGNOLIA COURT, according to the Plat there f, as recorded in Plat Book 6, at Page 105, of the Public Ree rds of Miami- Dade County, Florida. Beginning at the Southwest corner of Lot 3, in MAGNOLIA COURT; thence run North along ti of Lots 3, 2 and 1 of said Block 2, to the North Lot 1, of said Block 2; thence run West 9 feet)6 the Northeast comer of Lot 4, Block 2, of MAGNOLIA C ORT; thence run South along the East side of Lot 4, Block , to the Southeast comer of Lot 4 of said Block 2; thence r, n East 9 feet to the Point of Beginning, being all that certain unnumbered Lot, 9 et wide by 93.45 feet deep, lying diketly West of Lots 1, 2 a • 3, of Block 2, MAGNOLIA CO,ORT, and directly East of Lo 4, of said Block 2, according to the Plat thereof, as reco ,ed in Plat Book 6, at Page/I05, of the Public Records of Miami Dade County, Florida/ Lots I, 2, and 4, of NEVION'S SUBDIVISION, according to the pia eof, as rec rded in P1at Book 3, at Page 126, of the Public R ords of ' i-Dade County, Florida, less the East 20 feet th Begin at the No SUBDIVISION Plat Book 3, t Pag Dade Coun , Florida; 70.9 feet; pence East thence E01.‘t 46.4 feet; th of begin ling, Begi CO ac • at the Northeast MERCIAL BUENA ivision recorded in Plat Book ecords of Miami -Dade County, F eet; thence run South 9.3 feet; the thence run South 61.44 feet; thence East line of Lot 2 of said subdivision; th to the point of beginning. • er /ock 2, of West ends t corner of of Lot 1, Block 1, TA SUBDIVISION, a , at Page 56, of the Public ida, and run West 5.00 •un East 0.82 feet; ast 3,8 feet to the cc North 70.9 feet Note: All Map # references relate to Pg. A1.4 and ALS of the Miami Design District Retail Street Special Area Plan Design Concept Book. est corner of Lot 1, of NEWTON'S ding to the Plat thereof, as recorded in 126, of the Public Records of Miami - hence West 92.9 feet; thence South .5 feet; thence South 112.00 feet; run North 182.9 feet to the point SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT 1 Exhibit "A" Map #8: Buick SUBJECT PROPE STREET ADDRESS(130: 3841 NE 2Avenue (Folio No. 01-3219-011-0100) SUBJECT PROPERTY GAL DESCRIPTION: The North 68.32 feet of Lot 2, and all of Lot 3, of SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Floridatogether with that certain twelve -foot strip of land lyinkadjacent to and immediately East of the above -described property, said twelve -foot strip having for its Easterly hbundary the Florida East Coast Railroad right-of-way. / Map #9: Tuttle South /7 SUBJECT PROPERTY STREET ADDRESS(ES): 3725 Biscayne Boulevard (Folio o, 01-3219-045-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Tra A of VIA TUTTLE S BDIVISION, according to the plat t reof, as recorded in lat Book 163, at Page 59, of the Public ords of Miami- ade County, Florida. a/k/a - TuttJ outh — 3725 Biscayne Blvd. formerly descri Lot 32, less thq, pa in Biscayne Boulevard, and Lots 33 through 36, Ieithe W t 6 feet thereof, MAGNOLIA PARK, 2"0 AMEND PLAT HEREOF, according to the Plat thereof, as ecorded in Plat ook 5, at Page 25, of the Public Records tni-Dade Cou , Florida; AND 33, 35 and 37, of BUENA VISTA BISCAYNE ADGER CLUB SUBDIVISION, ac rding to the Plat ereof, as recorded in Plat Book 1, at Pag 115, of the Public Records of Miami -Dade County, Florida; AND The North 34.88 feet of Lot 31 of BUENA VISTA BISCAYNE BADGER CLUB SUBDIVISION, accor. g to the Plat thereof, as recorded in Plat Book 1, at Page 115, o he Public Records of Miami -Dade County, Florida; AND The East one foot of the West 6 feet of Lot 36, MAGNOLIA PARK, 2 AMENDED PLAT THEREOF, according to the {24375324;3) Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miaml Design District Retail Street Special Area Plan Design Concept Book. Map #10: SUBSTITUTED DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Tm eNorth SUBJECT PROPERTY STREET D ): SUBJECT PROPERTY LEGAL DES T ON: Map #11: Norwegian Wood* SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #12: Casa/Lady Jane* SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: (24375324;3 ) Exhibit "A" Plat thereof, as recorded in Plat Book 5, at Page 25, cf the Public Records of Miami -Dade County, Florida. 299 NE 386 Street (Folio No. 01-3219-011-03,30) Lots 37, 38 and 39, SECOND AME$DED PLAT OF MAGNOLIA PARK, less right of way opgiscayne Boulevard, according to the plat thereof, as recor ed in Plat Book 5, at Page 25, of the Public Records f Miami -Dade County, Florida. 9 NE 40TH Street (Folio No 01-3124-027-0270) LOT 1, 2 AND 3, IN OCK 3, OF AMENDED PLAT OF CO 1 RCIAL BIL ORE, ACCORDING TO THE PLAT THERE , AS RE bRDED IN PLAT BOOK 6, AT PAGE 132, OF HE P BLIC RECORDS OF MIAMI-DADE COUNTY, 0 DA. 99 T" Street (Fol No. 01-3124-029-0010) d 2 , Block 1 o TMORE COURT, according to th Plat thereof, as recorde in Plat Book 7, Page 37, of the blic Records ofMiami-Das County, Florida. Note: All Map 0 references relate to Pg. A1.4 and A1,5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. SUBJECT PROPERTY LEGA DESCRIPTION: Parcel 1: (24375324;3) Map #13: SUBSTITUTED AMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Cwnberland/JBL Exhibit "A" SUBJECT PROPERT T E'T ADDRESS(ES): 100 NE 40Th Street (Folio No. 01-3124-028-0160) 108 NE 40Th Street (Folio No. 01-3124-030-0200) / 101 NE 3911' Street (Folio No. 01-3124-030-0890) Lots 21, 22 and 23, of SECOND SECTION 126MMERCIAL BILTMORE, according to the plat thereof, at recorded in Plat Book 12, at Page 44, of the Public Re,coiras of Miami -Dade County, Florida. Parcel 2: Lot "A", of BILTMORE COijRT, according to the Plst thereof, as recorded in Plat Bopk 7, at Page 37 of the Public Records of Miami -Dade Coup , Florida. arcel 3: Un umbered Lot 13 t100 feet East of Moore Parkway and Wes of .W. Wally6e Tract, COMMERCIAL BILTMORE, accor g to the Plat thereof, as recorded in Plat Book 6, at Page of ti Public Records of Miami -Dade County, Florida. Parcel 4: Lot 1 , less the st 3 feet thereof, and Lot 13, in Block 1, of NOLIA Ce RT, according to the Plat thereof, as rded in Plat Bo 6, at Page 105, of the Public Records of ami-Dade County, lorida, less that part of said Lot 13 described as follows: Beginning at the Southwe y corner of Lot 13, Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Pa. 105, of the Public Records of Miami -Dade County, Florida; t nce run Eastwardly along the Southerly line of said Lot 13, a d tance of Twelve (12) feet to a point of curve; thence run West dly and Northwestwardly along the arc of a tangential curve t. he right, having a radius of Twenty -Five (25) feet and a centra. angle of 28°41'07" for a distance of 12.52 feet to a point on th Westerly line of said Lot 13; thence run Southwardly along e Westerly line of said Lot 13 a distance of 3.07 feet to the Po 1 of Beginning. Note: All Map # references relate to Pg. A1.4 and A1,5 of the Miami Design District Retail Street Spec Area Plan Design Concept Book. Map #14: SUBSTITUTED DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Hale Danie SUBJECT PROPERTY STREET ADDRESS(ES SUBJECT PROPERTY LEGAL DESCRIPTION: Map #15: Oak Plaza Collins Exhibit "A" Lot 11, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Together with easement over East 0.12 feet of Lot 12, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as/ recorded in Plat Book 6, at Page 015, of Public Record pf Miami -Dade County, Florida, created by Quick Claim Doed granting Perpetual Easement, filed September 3, 1985', in Official Records Book 12624, at Page 676. 119 NE 39th Street (Folio No. 01-3124-030-00'80) Lot 11 and the East 3 feet of Lot/12, in Block 1 of MAGNOLIA COURT, according to the Plat thereof as orded in Plat Book 6, Page(s) 105< of the Public Records of mi-Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 139 NE 39 tree SUBJECT PROPERTY LEGAL DESCRIPTION: Map #16: Oak Plaza Loggia SUBTECT PROPERTY STREET ADDRESS Lots 9 and th MAGNOLIA recorded in P Miami -Dad oun Also kncy4'n as: Fo 13 No. 01-3124-030-0060) erly 12 feet of Lot 8, in Block 1, of RT, according to the plat thereof, as 6, at Page 105, of the Public Records of ty, orida. ottarid the West 12 feet o ot 8, in Block 1, MAGNOLIA CqCRT, according to the pia thereof, as recorded in Plat ok 6, at Page 105, of the Put 'c Records of Miami -Dade ty, Florida. 163 NE 39th Street (Folio No. 01-3124-030- SUBJECT PROPERTY LEGAL DESC ION: Lots 6, 7, and 8 (minus the Westerly 12 feet Lot 8), in Block 1, of MAGNOLIA COURT, according t the plat thereof, as recorded in Plat Book 6, at Page 105, of Public Records of Miami -Dade County, Florida. (24375324;3) Note: All Map it references relate to Pg. A1,4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. Map #19: SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #17: Oak Plaza KVA SUBJECT PROPER STREET ADDRESS(ES): 150 NE 40th Street (Folio No, 01-3124-028-0080) SUBJECT PROPER GAL DESCRIPTION; The West 20 feet of Lot 12, and all of Lot 13, of COMMERCIAL BILTMORE, SECOND SECTION, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Also known as: The West 20 feet of Lot 12, and all of Lot 13; of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Map #18: Oak Plaza Twery SUBJECT PROPERTY STREET ADDRESS(ES): 160 NE 40th Street (Folio No. 01-3124-028-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Lts 10, 11 and the East, feet feet of Lot 12, of SECOND S TION, COMMERCIAL BILTMORE 1924, according to the • t thereof, as record6d In Plat Book 12, at Page 44, of the Publi ecords of Miardi-Dade County, Florida Thomas Maier SUBJECT PROPERTY STREET ADDRESS(ES): 170 NE 40th (Folio No. 01-3124-028-0040) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 7 a7d 8, o COMMERCIAL BILTMORE SECOND SECT19N, accordi to the Plat thereof, as recorded in Plat Book , at Page 4 of the Public Records of Miami -Dade Cou , Florida. {24375324;3} Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Spe a Area Plan Design Concept Book. SUBSTITUTED AMI D S GN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #20: Melin SUBJECT PROPERTY S ET A DDRESS(ES): 3930 NE Avenue (Folio No. 01-3124-028-0010) SUBJECT PROPERTY LEGA DESCRIPTION: Parcel 3: Lots 1 through 6 inclusive, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, and Lots 1 through 4, inclusive, Block 1, and unnumbered Lot East of Lot 4, Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, ES S hose portions of Lots 1, 2 and 3, plock 1, MAGNOLIA URT, according to the plat thereof, as recorded in Plat Bo 6, at Page 105, of the Public Records of Miami -Dade Cou , Florida, being more particularly described as follows: The E t 10 feet of Lots 1, 2 and 3, and the external area of a circular urve, contained wi in said Lot 3, concave to the Northwe aving a radius f 25 feet and tangents which are 25 feet N of and pa17.11e1 with the centerline of N.E. 39'h Street and 35 eet West/of and parallel with the centerline of N,E, rd Avenu AND LESS Those portion of L. 1, 2 and 3, SECOND SECTION, COMMERCAL BILT ORE 1924, according to the plat thereof, as fecorded in P1. Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, being more partic rly described as folio : Th East 2 feet of Lots 1, 2 ane and the external area of a cular curve, contained within id Lot 3, concave to the outhwest having a radius of 25 f and tangents which are 33 feet South of and parallel with th centerline of N.E. 40' Street and 35 feet West of and parallel ith the centerline of N.E. rj Avenue. (24375324;3) Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. SUBSTITUTED AMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #21: SUBJECT PROPERTY Exhibit "A" Newton ADDRESKES): 201 NE 39'h Street (Folio No. 01-3129-012-0010) SUBJECT PROPERTY LEGADS TION: Lots 1 and 2 and the 10.00 foot easterly adjacent alley, PLAT SHOWING RESUBDIVISION OF LOTS 4, 5, 6 & 7 OF, SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 4,,:at Page 150, of the Public Records of Miami -Dade Cotinty, Florida. Map #22, #28, #29, #30, #31, #32, #33, 4: Asi-Casa* SUBJECT PROPERTY STREET ADDRESS(E : SUBJECT PROPERTY LEGAL DESCRIPTION: (24375324;3) 60 11\TE 41" Street (Folio No. 56 NE 411Street (Folio No. 42 NE 41" Street (Folio No. 4 NE 41°' Street (Folio No. NE 41° Street (Folio No. E 413t Street (Folio No. 80 41m Street (Folio No 81 N 40111 Street (Folio No. Parcel 1: Lots 4, 5, 6, Plat thereof, Public Records Parcel 2: 01-3124-024-1390) 01-3124-024-1400) 01-3124-024-1410) 01-3124-024-1420) 01-3 124424-1360) 01-3 124-024-1370) . 01- 424-024-1380) 0 124-027-0130) and 8, 9ck 9, of BILTMORE, according to orded in Plat Book 6, at Page 67, of the Mi6i-Dade County, Florida. Lots 1, 2, aijd 3, Blot 9, of BILTMORE, according to the Plat thereof, as recorde in Plat Book 6, at Page 67, of the Public Re, ords of Mien.' ade County, Florida. Parc : 5, 6, and 7, Block 2, of MERCIAL BILTMORE ENDED, according to the Pia hereof, as recorded in Plat /ook 6, at Page 67, on the Publi4 Records of Miami -Dade County, Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #23: Satin* SUBJECT PROPER STREET ADDRESS(ES): 95 NE 40TH Street (Folio No. 01-3124-027-0120) SUBJECT PROPERTY L GAL DESCRIPTION: Lots 1, 2, 3 and 4 of Block 2, of Commercial Biltmore: Amended, according to the Plat thereof, as recorded in Pla( Book 6, at page 132, of the Public Records of Miami -Dade County, Florida. Map #24: Rosen SUBJECT PROPERTY STREET ADD 151 NE 4011' Street (Folio No. 01-3 124-027-0060/ SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 13 and 14, Block 1 of AME1'6ED PLAT OF COMMERCIAL BILTMORE, accordingAo the Plat thereof, as recorded in Plat Book 6, at Page 132,/Of the Public Records iami-Dade County, Florida. Map #25: Mosaic/Chatham SUBJECT PROPERTY STREET ADDRESS(ES): 155 NE lh Street (Folio No. SUBJECT PROPERTY LEGAL DESCREPTION: Parcel 3A: {24375324;3} 7-0040) Lots 8, 9, 10, 1 and 12, Block 1, of AMENDED PLAT OF COMMERC1AL ORE, according to the plat thereof, as recorded in PJa 1 ok 6, at Page 132, of the Public Records of Miami e County, Florida. Note: All Map 14 references relate to Pg. A1,4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #26, #2 Exhibit "A" 5 #41, & #42: Moore — Garden Lounge / Moore Building / Moore 140 / Moore 77 / Moore 115 SUBJECT PR0P13R STREET ADDRESS(ES): 175 NE 40' Street ((JL) (Folio No. 01-3124-025-0020) 4040 NE 2'd Avenue (Folio No. 01-3124-027-0020) 140 NE 41°1 Street (lot) (Folio No. 01-3124-024-1500) , 77 NE 41°' Street (lot) (Folio No. 01-3124-024-1340) 115 NE 41" Street (lot) (Folio No. 01-3124-024-1150), SUBJECT PROPERTY LEGAL) CRJPTION; Parcel 9A: Lots 3, 5, 6 and 7, of AMENDED PLAT OF AYORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE DED PLAT OF COMMERCIAL BILTMORE SUBD1V11ON, according to the Plat thereof,as recorded in Plat Book 5, at Page 55, of the Public Records of Miami -Dade County/ lortda. Parcel 9B: s 1, 2 and 8, in Block 10, of TMORE, according to the Pia hereof, as recorded in P t Book 6, at Page 67, of the Publi. ecords of Miami -Da e County, Florida. Parcel 9 Lots 2, 3 a • 4, in Ilock 1, of AMENDED PLAT OF COMMERCI BII.,TMORE 1921, according to the Plat thereof, as recot (in Plat Book 6, at Page 132, of the Public Records ofMiam ade County, Florida. Parcel 9D: Lots 3 and in Block 7, o ILTMORE, according to the Plat thereof, a recorded in Plat ok 6, at Page 67, of the Public Records i-Dade Coun Florida. Parc 9E: Lo22 and the East 1/4 of Lot 21, in sok 8, of BILTMORE, as6ording to the Plat thereof, as recor d in Plat Book 6, at age 67, of the Public Records of mi-Dade County, Florida. {24375324;3) Note: Al! Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book, MIA Map #36: SUBJECT PROPER SUBJECT PROPERTY SUBSTITUTED DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT osaic (Lot) T ADDRESS(ES): EL DESCRIPTION: Map #37: Rosen Lot SUBJECT PROPERTY STREET ADDRESS(ES SUBJECT PROPERTY LEGAL DESCRIPTION: Map #38: Palmer Building SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL D EscRwrioN: (2.4375324;3) Exhibit "A" 144 NE 41'1 Street (Folio No. 01-3124-024-1490) Parcel 3B: Lot 7, in Block 10, of BILTMORE SUBDIVISION, according to the plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 150 NE 40 Street (lot) ot 6, in Block 10, of BILTMORE SUBDIVISIONVaccording the Plat thereof, as recorded in Plat Book 6, ePage 67, of Public Records of Miami -Dade County, Floylda. 158 NE 4 (Folio No. 01-312 Lot 5 and the est 2 SUBDIVISION, GO r Plat Book 6, at Pa County, Florida, Ex West 20 feet of Lot 4: Lot 4, Block SUBDIVISION; thenc for a distance of 20 line of said Lot 4 Southwesterly a19fig a of 20 feet thro gh a central ang distance of 31 2 feet to the Point 024-1470) 0 feet of Lp 4, Block 10, BILTMORE ding to t Plat thereof, a.s recorded in 67, of ti Public Records, Miami -Dade ing erefrom the following part of the at the Southwest corner of said sf the aforesaid BILTMORE a. along the South line of said Lot 4 et; the e North parallel with the West a distans* of 20 feet to a point; thence tangent c ular curve having a radius of 90 degrees for an arc eginning. Note; All Map ft references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. SUBSTITUTED S GN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #39 & #40: Asi-Melaleuca SUBJECT PROPER TREET ADDRESS(ES); SUBJECT PROPERTY LEO DESCRIPTION: Map #43: Scarlet Beg ia SUBJECT PROPERTY STREET ADDRES SUBJECT PROPERTY LEGAL DESCRIPTION: Map #44: FCAA SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3} Exhibit "A" 53 NE 41 Wr Street (Folio No. 01-3124-024-1320) 61 NE 41'IStreet (Folio No. 01-3124-024-1330) / to the Plat thereof, as recorded inIat Book 6, at Lots 19, 20 and West 1/2 of Lot 21, Block 8, o703ILTMORE, according Page 67, of the Public Records of MianSi-Dade County, Florida, 135 NE 4 VT Street (Folio No, 01-3124-024-1160) Lot 5, Block 7, of BILTMO SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-D,de County, Florida. 150 42" Street Folio No. 01-3124-024-1550) The West 25 fet of that certain tract of land in the city of Miami bou e on the North by N.E. 42" Street, on the South by N.E. 41' eet, on the East by N.E. Second Avenue and on the West y East lines of Lots 5 and 6, Block 7, BILTMO , a division shown by plat of record in Miami- DadeC. , in P Book 6, at Page 67. Also no as: A .ortion of the West et East and West and directly East of and adjoin BILTMORE, according to the Book 6, at Page 67, of the Pu County, Florida, of said Plat HOME, said Lot lying in the So the SE 1/2 of section 24-53-41. 2 eet o that certain Lot of Land, 432 4,6 feet North and South, lying Lots 5 and 6, Block 7, of thereof, as recorded in Plat *c Records of Miami -Dade n as Z.T. MERRITT corner of the NE 1/2 of Note: All Map ti references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book, Map #45; SUBSTITUTED AMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT 4100/Lee* SUBJECT PROPERTY ST T ADD SUBJECT PROPERTY LEGA Map #46: 4141 Exhibit "A" 4100 NE 2" Avenue (Folio No. 01-3124-024-1560) 4200 NE 2'd Avenue (lot) (Folio No. 01-3124-024-0930) R TION: Parcel 4A: SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324,3} The East 107 feet of that certain tract of land 432 feet East and West by 204.6 feet North and South, lying directly Est of and adjoining Lots 5 and 6, in Block 7, of BILTMORF/according to the Plat thereof, as recorded in Plat Book 6, at/Page 67, of the Public Records of Miami -Dade County, FloYda. Together with nonexclusive easement oingress, egress, parking and construction and maintenane of a pedestrian bridge as set forth in that Reciprocal Biidge Easement and 'king Agreement, dated July 20, 198,8, and recorded August 988, in Official Records Book 137 '69, at Page 2966, of the /Pu ic Records of Miami -Dade Cou • ty, Florida. Parce B: Lot 1, les the East 5 feet ereof, Block 6, of BILTMORE, according the Plat the • f, as recorded in Plat Book 6, at Page 67, o the Public Records of Miami -Dade County, Florida. 4141 NE 2'A enue (Fo *o No. 01-3219-009-0010) Tract A an BLOCKS accordi Page 6 form 1, o Tract 1, REV 2, 3, 8, 9, 10, he plat thereof, of the Public Records .ly known as Tract "A" and BRENTWOOD, according to Book 40, Page 66, of the Pu ade County, Florida. D PLAT OF TRACT "A" AND AND 12 OF BRENTWOOD, recorded in Plat Book 44, iami-Dade County, Florida, 1, 2, 3, 4 and 5, Block plat thereof as recorded c Records of Miami - Note; All Map # references relate to Pg. A1.4 and A1,5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. SUBSTITUTED MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #47: 4200* SUBJECT PROPERTY ET ADDRESS(ES): 4200 NE 2" Avenue (lot) (Folio No. 01-3124-024-0930 SUBJECT PROPERTY LEG DESCRIPTION: Parcel 4B: Lot I, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded ityPlat Book 6, at Page 67, of the Public Records of Miaini-Dade County, Florida. Map #48: Flagler SUBJECT PROPERTY STREET ADDRESS(ES); 4218 NE 2' Avenue (Folio No/61-3124-024-0940) / SUBJECT PROPERTY LEGAL DESCRIPTION: L 2, 3 and 24, Block 6, EMTMORE, according to the Plat the , as recorded in Pl)af Book 6, at Page 67, of the Public Reco of Miami-Dade/County, Florida. Map #49: 4240 SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #50: City Garage* 4240 NE 2 e e (Folio No. 01-3124-024-0950) Lot 4, le he East thereof, in Block 6, BILTMORE, accordin to the Plat th eof, as recorded in Plat Book 6, at Page ij, of the Public ecoids of Miami -Dade County, Florid , SUBJECT PROPERTY STREET ADDRESS(ES): 3800 NE Is' Avenue (Folio No. 01-3124 -0240) SUBJECT PROPERTY LEGAL DESCRIPTIO Map #51: Sebastien COMM BUENA VISTA PB 14-56 LOTS 2 l IJ 14 BLK 2 LOT SIZE 31521 SC) FT OR 21215-1039 040 SUBJECT PROPERTY STREET A DREss(Es): 35 NE38" Street (Folio No. 01-3124-033-0370) SUBJECT PROPERTY LEGA (24375324;3) ESCRIPTION: Lots 15, 16, 17, and 18 Block 2, COMMERCIAL Buena Vista, according to the Plat thereof, as recorded in Plat Book 14 at page 56, of the Public Records of Miami -Dade County, Florida, Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book, SUBSTITUTED SUBSTITUTED Exhibit "B" Miami Design 1 istrict Retail Street SAP Regulating Plan and Design Concept Book {24483959;6) 47 SUBSTITUTED Exhibit "C" Retail Developer Party Retail DeveloperP En ies: 40 District LLC Cumberland Acquisitions L Dacra Des' n Associates Del. Dacra Design Moore (Del.) LLC FCAA, LLC McCro Desin Associates D Moonlight Mile Acquisitions, LLC Mosaic (Del.) LLC MID -I Lee, LLC Oak Plaza Associates (Del.) LLC {24483959;6} 48 SUBSTITUTED Exhibit "D" ASSIGNEE OR ADDITIONAL PARTY TO DEVELOPMENT REEMENT JOINDER FORM AND ACKNOWLEDGEMENT OF JOINDER This : SSIGNEE OR ADDITIONAL PARTY TO DEVELOPMENT AGREEMENT JO ER FORM ("Joinder Form") is executed this day of , 20 the undersigned entity. RECITALS WHEREAS, the City as entered into a Development Agreement • :ted 20 and recorded in the pub records of Miami -Dade County, Book , Page ("Development Agreem t") with certain Developer Parties as cj-fined therein; and WHEREAS, the Developme Agreement secures certain be • efits and obligations for the mutual benefit of the City and th Developer Parties, as set orth in the Development Agreement; and WHEREAS, the Development Agree ent allows joinde of additional parties, when such additional party own any Property Intere in the Miami/ esign District as defined in the prior Zoning Ordinance 11000, more particular SD-8 de6ribed in "Exhibit attached hereto; and WHEREAS, the Development Agreement re this joinder form in order to become a party to the Dev WHEREAS, the undersigned desires to enjo t Parties under the Development Agreement, and i co bound by the obligations imposed therein upon th Dev 'res that such additional party execute 1. •ment Agreement; and he be nsidera eloper efits conferred upon the Developer n for such benefits agrees to be P. ies; and NOW THEREFORE, in consideratio of the benefits con : red upon any Developer by the aforementioned Development Agreemen , and certifying that the bove recitals are true and correct, and incorporating such recitals her n, the undersigned does h- -by execute this Joinder Form and becomes a Developer Party puTant to the Development Agre- • ent. The undersigned shall assume all of the benefits, and be bound, comply with, and perform all of the obligations, as set orth in the Development Agreement anas applicable to the Property Interest which the u dersigned owns upon the adoption of Zoning Atlas amendment to Miami 21 designatin the Miami Design District Retail Street Spe••.1 Area Plan. The undersigned shall be obligated to the City for the benefit of the City, and the Ci; shall have all rights and remedies set forth/in the Development Agreement to enforce the te s of the Development Agreement against the undersigned, to the extent applicable to the "'roperty Interest owned by the undersigne {24483959;6} 49 SUBSTITUTED SIGNATURE PAGES TO FOLLOW The undersign. • also hereby represents that it has full power and authority to pcecute this Joinder Form, a • certifies to City that none of its owners or officers, nor ar immediate family member of any o uch owners or officers, is also a member of any board.'tommission, or agency of the City. WITNESSES: [COMPANY/CORPO By: Print Name: Print Name. Title: TION NAME] Print Name: STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowl9'ged be •re me this day of 2012, by /, the , a Florida limited liability company / corporation, on behalf of 'fiat company, , a Florida liml'ted liability com person is (check one) [ ] personally kno :as identification. its capacity as of ny, on behalf of that company; such n to me or [ ] has produced NOTARY PUBL , State of Florida Print Name: Commission No.: My Commission Expi s: {24483959;6} 50 SUBSTITUTED The City e eby acknowledges and consents to the joinder of the above Developer Party to he Development Agreement. a a WITNESSES: CITY OF MIAMI, a m9 cipal corporation located within the State of Flo ii'da By: Print Name: Johnny M nez City M ager Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument w acknowledge4 before me this day of 2012, by Johnny Martinez, in his c pacity as City Ma ager, on behalf of that municipal corporation; such person is (chec one) [ ] personally own to me or [] has produced as identification. NOTARY PUB Print Name: ate of Florida Commission No.: My Commission Expires: {24463959;61 51 (24483959;6) SUBSTITUTED Exhibit "E" of s. part from Buena Vista East Historic Nei' hborhood : ociation dated 52 Nave b Rich Raim President Buena V RE: Unde Dear Rich, We appreciate the time 11 rt SUBSTITUTED N Ighborhoorl Association ncij pen Dacra and the BVEHNA nd other members of your board iave taken to eet with us about the development plans for n District. Based upon those meetings, those are outlined below, Wi support our development plan made some desi es to the plan with your guidance, and incorporation of changes, the Associations have agreed to oes through the AP and other entitlement healing processes. Modifications to our plans shall Inc e 2, 3. 4. 5. 6, 7, S. Dacia agrees that there will not along the NE 42ml 5t. facade of The BVEHNA h not opposed to Dacra will use its best efforts to department store out to NE 42"` Dacra will increase the setback will set back the 2'4 floor a f This set back area will includ and instead include stagge At the request of BVEHN with BVEHNA to design include a in= intenciv DACRA will exceed an relocation of trees to DACRA will advocat 54Th St. DACRA Ts supporti thnoughtertthe p ener as o Deere will elimin ouch side of the N landscaping plan and gulled tree mitigation a he BVEHNA. and assist BVEHNA with beaut hsfoflo nig; e entrance, nor any dumpster storage anywhere elopment ent store entrance on the NE 42'd St. facade, and the future tenant to have an entrance from the St. facade from 5 ft. to 10 ft at the L floor, and e andscape 11, We will remove water features from this wall nt of the design, park it was proposing and Instead will work t, right-of-way (sidewalks and swale) to meandering sidewalk 'layout. p. ur development plan, with possible efforts on N. Miami Avenue up to he efforts of BVEHNA to have one ay streetsand partial closures eighborhood. AcknowIeded, nn, Preside