HomeMy WebLinkAbout15-00532 ExhibitTo: City of Miami Building, Planning and Zoning Staff FINAL 12/12/14
From: Clarence E. Woods III
Executive Director
Southeast Overtown/Park West
Community Redevelopment Agency
Re: Approval of the application for a sign permit associated with the Miami Innovation
Tower, a Media Tower to be located on the property described on Exhibit "A"
attached hereto (the "Property")
Whereas, Section 6.5.4 of Miami 21 allows the development of a Media Tower within the
Southeast OvertownlPark West Redevelopment Area ("SEOPW Area"); and
Whereas, the Southeast Overtown/Park West Community Redevelopment Plan prepared by
Dover Kohl in 2004 as updated in May 2009 by the Planning Department (the "Redevelopment
Plan") identifies the Property as a potential location for a Media Tower; and
Whereas, Section 6.5.4 of Miami 21 provides that a "Media Tower is a structure that may serve
as viewing tower and a kinetic illuminated media display system, utilizing Signage, video and all
other forms of Animated illuminated visual message media within the Southeast OvertownlPark
West Redevelopment Area Plan," and Section 6.5.4 of Miami 21 further provides that "Outdoor
advertising business Signs shall be permitted in conjunction with a Media Tower as defined in
this code"; and
Whereas, letter dated March 25, 2014 from Irene S. Hegedus, AIA, Zoning Administrator for the
City of Miami (the "Zoning Letter"), confirmed that based upon the plans submitted (the "Miami
Innovation Tower") can be developed on the Property by right and complies with the intent of
Miami 21 based upon the current Zoning Ordinance, as adopted; and
Whereas, Section 6.5.4 of Miami 21 provides that a "Sign permit shall be required for all such
Signs specified herein" and requires that "All applications shall require a mandatory review and
approval by the Executive Director of the Southeast Overtown/Park West Community
Redevelopment Agency (the "CRA"); and
Whereas, NW 1st Avenue and 10th Street, LLC, a Florida limited liability company, 59 NW
10th Street, LLC, a Florida limited liability company, 41 NW 10 Street, LLC, a Florida limited
liability company, and Miami Big Block LLC, a Florida limited liability company (collectively,
the "Developer") desires to utilize the Miami Innovation Tower as a "Media Tower" as defined
in Miami 21 and is seeking approval by the Executive Director of the CRA of the application for
a Sign permit (the "Sign Permit Application") for the signage included in the sign package dated
May 19, 2014, attached hereto as Exhibit "B" (the "Sign Package"), which signage is to be
attached to the Miami Innovation Tower to be developed on the Property and constitute a Media
Tower as defined in Miami 21; and
Whereas, the Developer has proffered a covenant with respect to the Property to (i) provide to
the CRA a source of funding for redevelopment related activities within the Redevelopment
Area; and (ii) provide community benefits in connection with the construction and operation of
the Miami Innovation Tower, including, without limitation, opportunities for subcontractors
whose principal place of business is located in the Redevelopment Area or in the City of Miami
to participate in the construction of the Miami Innovation Tower, opportunities for unskilled
laborers who reside in the Redevelopment Area or in the City of Miami to participate in the
construction of the Miami Innovation Tower, first source hiring opportunities for residents of the
Redevelopment Area and the City of Miami for employment in connection with the operation of
the Miami Innovation Tower and opportunities for small business enterprises to be involved in
the Miami Innovation Tower, all as more particularly set forth in the proffered covenant attached
hereto as Exhibit "B" (the "Covenant").
Now Therefore, after careful consideration of the Sign Permit Application proposed by the
Developer to be submitted to the City of Miami Building Department and the City of Miami,
Planning and Zoning Depat talent, including consultation with my staff, I make the following
findings in my official capacity as Executive Director:
1. A Media Tower is permitted within the Redevelopment Area under Section 6.5.4 of
Miami 21 and based upon the Redevelopment Plan the Property is identified as a
potential location for the development of a Media Tower.
2. Based upon the Zoning Letter, the Miami Innovation Tower contemplated by the plans
and specifications submitted to the City of Miami Building, Planning and Zoning
Department can be built by right on the Property and complies with the intent of Miami
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3. The design of the Miami Innovation Tower and Signage Package proposal is found to be
of an iconic, landmark design that is consistent with Urban Design standards based on
new urbanist principles, and will establish a unique local, regional and national identity
for the Redevelopment Area.
4. Development of the Miami Innovation Tower to be utilized as a Media Tower and kinetic
signage contemplated by the Sign Package is consistent with the Redevelopment Plan and
the CRA's mission to encourage the development and redevelopment of a depressed,
blighted and slum area within the Redevelopment Area, and thereby strengthen the
economy of the City.
5. The Miami Innovation Tower will serve as a viewing tower and provide active uses at the
plaza level and elevated levels activated by kinetic signage contemplated by the Sign
Package that will serve as a gathering place for the community and support community
events, as well as activate and attract visitors to the Redevelopment Area.
6. The Miami Innovation Tower and the Signs contemplated by the Sign Permit
Application, operating on a 24 hour basis in close proximity to the 24-hour Entertainment
District which is partially located within the Redevelopment Area, will complement and
enhance the Entertainment District,
7. The Miami Innovation Tower and the Signs contemplated by the Sign Permit Application
are consistent with the criteria set forth in Section 6.5.4 of Miami 21.
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Based on the above findings, I approve the Sign Permit Application proposed by the Developer
in connection with development of the Miami Innovation Tower subject to the following
conditions:
1. Prior to filing the Sign Permit Application with the Zoning Department and filing for any
other application for a permit in connection with the construction of the Miami
Innovation Tower, the Developer and the CRA shall execute and record the Covenant.
2. The Miami Innovation Tower shall be developed substantially in conformity with the
plans reviewed by the Zoning Administrator in connection with the Zoning Letter that
were determined to be permitted by right under Miami 21, except that alterations that
qualify as Minor Modifications as defined in Miami 21 are permitted. No portion of the
Miami Innovation Tower shall exceed 675 feet above the crown of road of NW 1st
Avenue.
3. A building permit for the Miami Innovation Tower shall be obtained in accordance with
applicable laws and regulations, including Miami 21, and construction shall be completed
as evidenced by a temporary certificate of occupancy prior to the activation of the
signage components described in the Sign Permit Application.
4. Sign permits shall not be issued for the signage components described in the Sign Permit
Application until the City of Miami Building Department and the City of Miami Planning
and Zoning Department conclude that the signs meet applicable regulations including
Miami 21.
5. No signage contemplated by the Sign Permit Application shall be activated until
completed as evidenced by a certificate of completion or its equivalent issued by the City
of Miami Building Department.
6. The kinetic illuminated media display systems utilized on the Miami Innovation Tower
and plaza included in the Sign Permit Application shall be illuminated by light emitting
diode (LED) lights or similar technology enabling the display of digital images in
configurations and orientations substantially in compliance with the Sign Package.
Illumination shall not result in unreasonable glare and intensity that might pose safety
hazards to drivers and pedestrians.
7. Images on all of the three (3) tower facade signs included in the Sign Permit Application
will consist of kinetic illuminated media, utilizing signage, motion graphics and animated
illustration and all other forms of animated illuminated visual message media a minimum
of every six (6) seconds and the visual media display systems shall be designed so that
the illumination of the systems shall not increase the light levels in any direction by more
than the following:
a. 1.75 foot-candles above the ambient lighting level when measured at a distance of
400 horizontal feet from the base of the Miami Innovation Tower.
b. 1.5 foot-candles above the ambient lighting level when measured at a distance of
600 horizontal feet from the base of the Miami Innovation Tower.
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c. 1.25 foot-candles above the ambient lighting level when measured at a distance of
800 horizontal feet from the base of the Miami Innovation Tower.
Prior to commencing operation of any signs included in the Sign Permit Application,
Developer must retain a consultant who shall certify to the CRA that the signage on the
Miami Innovation Tower complies with the requirements of this Condition No. 7, which
certification shall be updated on an annual basis after the commencement of operation.
8. The media displayed on each of the three (3) tower facade signs and on the plaza sign
facing NE 11 th Street shall be oriented so as not to face any existing residential building
within 500 feet of the property line of the Property at a height lower than the height of the
highest residential unit windows (i.e., the lowest media displayed will be higher than any
residential unit windows located within 500 feet of the Miami Innovation Tower). For
the purposes of this condition, a residential building shall be determined to be "existing"
if it is the subject of a valid temporary certificate of occupancy as of the date a building
permit is issued for the Miami Innovation Tower.
9. No portion of the Miami Innovation Tower shall be located within 300 feet of properties
with T3, T4, or T5 zoning.
10. Not less than three percent (3%) of the display time of each of the tower facade signs
shall be devoted to public art or not -for -profit entities, their events, or public service (the
"Public Service Display Time"). The Public Service Display Time shall be evenly
distributed through the hours of operation. The CRA, or a community based organization
designated by the CRA shall work with the Developer to coordinate and monitor the use
of the Public Service Display Time.
11. The plaza display may display full motion, kinetic media.
12. Not less than three percent (3%) of the display time of the plaza display shall be devoted
to Public Service Display Time which shall be evenly distributed through the hours of
operation. The CRA, or a community based organization designated by the CRA shall
work with the Developer to coordinate and monitor the use of the Public Service Display
Time.
13. The material depicted on each visual digital sign shall be predominantly pictorial, with
text consisting of less than fifty percent (50%) of the display at any one time. The digital
signs may display material at any time of day or night.
14. The visual digital signs shall not display nudity or obscene material as those terms are
defined in Section 847.001, Florida Statutes, and jurisprudence interpreting that statute.
15. The Plaza area of the Miami Innovation Tower shall be made available at least once per
month for community activities sponsored by the CRA or community based
organizations designated by the CRA, at no cost. The CRA or a community based
organization shall coordinate such activities with the Developer.
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16. Developer shall make available to the CRA 200 tickets per month (2,400 per year) to
provide access to the ticketed viewing elements of the Miami Innovation Tower at no
cost to the CRA to enable the CRA or community based organizations designated by the
CRA to disburse the tickets to residents of the Redevelopment Area, particularly school
aged children.
17. The Developer shall pay the following fees to the CRA to provide a source of funding for
redevelopment related activities within the Redevelopment Area:
a. Three Million and No/100 Dollars ($3,000,000.00) no later than 10 days after
issuance of any building permit(s) pursuant to the Sign Permit Application and the
passage of all applicable appeal periods;
b. Two Million and No/100 Dollars ($2,000,000.00) no later than 10 days after
issuance of a temporary or permanent certificate of completion (and the passage
of all applicable appeal periods) for any signage included in the Sign Permit
Application that enables its use but in any event prior to the date any signage at
the Miami Innovation Tower is put into operation; and
c. On a quarterly basis commencing upon the activation of any signage, the
Developer shall pay to the CRA three percent (3%) of the gross revenues derived
from advertising revenues generated from all signage on the Miami Innovation
Tower and from naming rights associated with the Miami Innovation Tower, but
in no event less than One Million and No/100 Dollars ($1,000,000.00) per year,
which minimum payment amount shall be increased by the greater of (i) three
percent (3%) per year or (ii) the amount of any increase in the consumer price
index. The CRA shall be permitted to audit the books and records of the
Developer to verify compliance on an annual basis.
18. Developer must comply with all of the terms of the proffered Covenant.
19. In the event of a conflict between the terms of the Covenant and the terms summarized in
this approval of the Sign Permit Application, the terms of the Covenant shall control.
20. If any provision or condition of this approval shall be determined to be void or invalid by
any court of competent jurisdiction, then such determination shall not affect any other
provisions of this approval, all of which other provisions and conditions shall remain in
full force and effect.
Clarence E. Woods, III
Executive Director
Southeast Overtown/Park West
Community Redevelopment Agency
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Approved as to form and legal sufficiency
William R. Bloom, Esq.
Special Counsel
Southeast Overtown/Park West
Community Redevelopment Agency
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Prepared by:
William R. Bloom, Esq.
Holland & Knight LLP
701 Brickell Avenue, Suite 3300
Miami, FL 33131
RESTRICTIVE COVENANT
THIS RESTRICTIVE COVENANT (the "Covenant") is made as of this L day of
December, 2014 by and between NW 1ST AVENUE AND 10TH STREET, LLC, a Florida limited
liability company ("First Ave"), 59 NW 10`h Street, LLC, a Florida limited liability company
("59 NW"), and 41 NW 10 Street, LLC, a Florida limited liability company ("41 NW"; together
with First Ave and 59 NW, collectively, the "Owner"), and MIAMI BIG BLOCK, LLC, a
Florida limited liability company ("MBB"; together with First Ave, 59 NW and 41 NW,
collectively, the "Developer"), and the SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA").
RECITALS
A. The Owner is the owner of that certain real property located in the City of Miami
more particularly described on Exhibit "A" attached hereto and made a part hereof (the
"Property") and MBB is the sole member of First Ave, the sole member of 41 NW and the sole
member of 59 NW.
B, Developer desires to develop a building and related improvements on the Property
known as the Miami Innovation Tower (the "Proposed Improvements") substantially in
accordance with the plans and specifications prepared by Shop Architects, P.C. dated March 19,
2014 prepared for zoning approvals under Drawing Number G-000.00, Z-100.00, Z-101.00, Z-
102.00, Z-103.00, Z-104.00, Z-105.00 and Z-106.00 a copy of which are attached hereto as
Exhibit "S" (the "Preliminary Plans") and utilize same as a Media Tower as defined in Section
6.5.4 of Miami 21.
C. Section 6.5.4 of Miami 21 provides that a "Media Tower is a structure that may
serve as a viewing tower and a kinetic illuminated media display system, utilizing signage, video
and all other forms of animated illuminated visual message media within the
Southeast/Overtown Park West Redevelopment Area. It is intended that such a structure shall be
used to achieve an overall effect and aesthetic consistency within the private -owned properties
within the area based upon criteria provided for and set forth in the Southeast/Overtown Park
West Redevelopment Area Plan and applicable provisions of Chapter 163, Part 111, Florida
Statutes."
D. Section 6.5.4 of Miami 21 further provides the following criteria for a Media
Tower:
"criteria. It is the purpose of the Miami Media Tower to (a) define an area in the City
where signage of this type can be placed on a tower(s) that, together with architectural
design standards for Buildings within the area as well as Urban Design standards based
on new urbanist principles in the area of the City, will establish a unique local, regional
and national identity within the area; (b) strengthen the economy of the City by
encouraging the development and redevelopment of a depressed, blighted and slum area
within a major redevelopment area within the downtown core of the City; and (c) provide
a source of funds to be used exclusively within said redevelopment area for
redevelopment related activities, and nothing else."
E. Developer obtained a letter dated March 25, 2014 from Irene S. Hegedus, AIA,
Zoning Administrator for the City of Miami (the "Zoning Letter"), confirming that the Proposed
Improvements can be developed on the Property in accordance with the Preliminary Plans by
right and complies with the intent of Miami 21 based upon the current Zoning Ordinance as
adopted.
F. The Property is located within the SoutheastfOvertown Park West Community
Redevelopment Area (the "SEOPW Area") and the SoutheastlOvertown Park West Community
Redevelopment Plan prepared by Dover Kohl in 2004, as updated May 2009 by the Planning
Department (the "Redevelopment Plan") designates the area where the Property is located as a
possible location for a Media Tower.
G. Section 6.5.4 of Miami 21 permits the development of a Media Tower within the
SEOPW Area and provides that the "Miami Media Tower shall exist solely in the Southeast
Overtown/Park West Redevelopment Area."
H. Section 6.5.4 of Miami 21 provides that "A sign permit shall be required for such
Signs specified herein. All applications shall require a mandatory review and approval by the
Executive Director of the CRA."
I. The Executive Director of the CRA (the "Executive Director") has reviewed the
Miami Innovation Tower Digital Sign Package prepared by A2a Media dated May 19, 2014
describing five (5) digital signs having a total display area of approximately 84,750 square feet, a
copy of which is attached hereto as Exhibit "C" (the "Sign Package").
J. Developer has requested that the Executive Director approve the application for
the Signs, as defined in Miami 21, included in the Sign Package (the "Sign Permit Application")
to be filed with the Zoning Department.
K. The Executive Director has concluded that: (i) based solely on the Zoning Letter,
the Proposed Improvements which Developer intends to utilize as a Media Tower, can be
developed on the Property by right in accordance with the Preliminary Plans and complies with
the intent of Miami 21; (ii) the Sign Permit Application is consistent with the criteria set forth in
Section 6.5.4 of Miami 21; (iii) the payments to be provided by Developer, as hereinafter
provided, will (a) provide a source of funds to be used exclusively within the SEOPW Area for
redevelopment related activities as contemplated by Section 6.5.4 of Miami 21, (b) provide
community benefits in connection with the construction and operation of the Proposed
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Improvement, including, without limitation, opportunities for subcontractors whose principal
place of business is located in the Redevelopment Area or in the City of Miami to participate in
the construction of the Proposed Improvements, (c) provide opportunities for unskilled laborers
who reside in the Redevelopment Area or in the City of Mianu to participate in the construction
of the Proposed Improvements, (d) provide first source hiring opportunities for residents of the
Redevelopment Area and the City of Miami for employment in connection with the operation of
the Proposed Improvements and (e) provide opportunities for small business enterprises to be
involved in the Miami Innovation Tower, all as more particularly set forth in this Covenant.
L. In consideration of the Executive Director agreeing to approve the Sign Permit
Application, Developer agrees to provide the community benefits to the CRA and residents of
the SEOPW Area as hereinafter provided and comply with the terms of this Covenant.
NOW, THEREFORE, for and in consideration of $10.00 and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Recitals. The Recitals to this Covenant are true and correct and hereby
incorporated by reference and made a part hereof.
2. Defined Terms. The following terms used in this Covenant shall have the
following meanings:
"Affiliate" means (a) as to any Person, any other Person that (i) owns directly and/or
indirectly ten percent (10%) or more of all equity interests in such Person, and/or (ii) is in
Control of, is Controlled by or is under common ownership or Control with such Person,
and/or (iii) is a principal, director or officer of such Person or of an Affiliate of such
Person, and/or (iv) is the spouse, issue or parent of such Person or an Affiliate of such
Person.
"Auditor" means an independent third party auditor, who may be retained on any given
year by the Developer or the CRA, at the sole cost and expense of Owner, in accordance
with Section 7.4.
"Back-up Documentation" means copies of all purchaser orders and other agreements
with the Naming Rights Sponsor, Media Sponsors, any other entities with respect to
purchasing time, advertising rights and use rights, associated with the Media Displays
including any license or use agreements for use of the Media Displays for advertising or
any other purpose, and any and all other documents and agreements relating to the Gross
Revenues derived directly or indirectly form the Media Displays, together with account
summaries detailing the Gross Revenues derived from any such contracts or agreements.
"Building Department" means the City of Miami Building Department.
"City" means the City of Miami, a municipal corporation of the State of Florida.
"Commencement of Signaae Operation" means the date that any of the signage included
in the Sign Permit Application is first placed into operation.
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"Completion" means substantial completion of the Proposed improvements and the
Signage contemplated by the Sign Permit Application, subject only to completion, punch
list items, and the issuance of a temporary certificate of occupancy or completion, as
appropriate.
"Consumer Price Index" means the Consumer Price Index published by the Bureau of
Labor Statistics of the United States Department of Labor as the Consumer Price Index
for All Items, Miami -Ft. Lauderdale, Base Year 1982-1984 = 100, or its equivalent if
discontinued.
"Control" means with respect to any Person, the possession, directly or indirectly, of the
power to cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract, family relationship or otherwise.
Controlled and Controlling shall have correlative meanings.
"CRA" means the Southeast/Overtown Park West Community Redevelopment Agency, a
public agency and body corporate created pursuant to Section 163.356, Florida Statutes.
"CRA Approval" means the approval of the Sign Permit Application by the Executive
Director.
"CRA Board" has the meaning ascribed to said term in Section 5.2.3.
"Developer" means First Ave, 41 NW, 59 NY and MBB.
"Engineering Report" has the meaning ascribed to said term in Section 4.3.
"Executive Director" has the meaning ascribed to said term in the Recitals.
"Gross Revenues" means all revenues of any kind or nature derived by First Ave, 41
NW, 59 NW and/or MBB and/or any of their Affiliates directly or indirectly from (i) any
naming rights granted in connection with the Proposed Improvements; (ii) any
advertising revenues generated from any of the signage on the Proposed Improvements;
and (iii) any use agreements or license to use all or any portion of the signage on the
Proposed Improvements.
"Innovation Tower" or "Miami Innovation Tower" means the Proposed Improvements to
be utilized as a Media Tower by Developer, its successors or assigns.
"Laborer Non -Compliance Funds" has the meaning ascribed to said term in Section 5.3.2.
"Laborer Participation Requirement" has the meaning ascribed to said term in Section
5.2.2.
"Media Sponsor" means a commercial or public entity sponsor of media content depicted
on the Innovation Tower.
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"Media Tower" or "Miami Media Tower" has the meaning ascribed to said term in 6.5.4
of Miami 21.
"Media Displays" means the illuminated media display systems on the Innovation Tower
as depicted in the Sign Package consisting of the Plaza Displays and the Tower Displays.
"Miami 21" means the Miami 21 Code of the City of Miami, Florida adopted by the City
Commission pursuant to Ordinance 13114 on October 22, 2010 and as subsequently
amended.
"Minimum Payment" shall mean One Million and No/100 Dollars ($1,000,000.00) per
year, which payment amount shall be increased annually commencing one year after the
commencement of Signage operations by an amount equal to the greater of (i) three
percent (3%) or (ii) the amount of any increase in the Consumer Price Index over the
Consumer Price Index the previous year.
"Naming Rights Sponsor" means the principal sponsor of the Innovation Tower which
has its name affixed to the Innovation Tower on a permanent or long term basis and by
which name the Innovation Tower is referred to in media references to the Innovation
Tower.
"Participation Requirements" has the meaning ascribed to said term in Section 5.2.
"Percentage Revenue Payments" has the meaning ascribed to said term in Section 7.3.1.
"Person" means any individual, corporation, limited or general partnership, limited
liability company, trust, unincorporated organization or other entity or natural person.
"Plaza Displays" means the media displays at the podium level that is intended to be
viewed by users of the plaza.
"Preliminary Plans" has the meaning ascribed to said term in Recital B.
"Proposed Improvements" has the meaning ascribed to said term in Recital B.
"Property" has the meaning ascribed to said term in the Recital A.
"Public Service Display Time" has the meaning ascribed to said term in Section 6.1.
"Redevelopment Plan" has the meaning ascribed to said term in Recital F.
"SBE" means companies that have been certified as SBE-Construction Services firms by
Miami -Dade County pursuant to Section 10-33.02 of the County Code of Ordinances, as
same may be amended.
"SEOPW Area" has the meaning ascribed to said term in Recital F and is alternatively
referred to in this Covenant as the "Redevelopment Area".
"Sign Package" shall have the meaning ascribed to said term in Recital I.
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"Signage" shall have the meaning ascribed to said term in Section 3.3.
"Signage Modification" has the meaning ascribed to said term in Section 4.5.
"Subcontractor Participation Reports" has the meaning ascribed to said term in Section
5,3.
"Subcontractor Non -Compliance Funds" has the meaning ascribed to said term in Section
5.3.1.
"Subcontractor Participation Requirement" has the meaning ascribed to said term in
Section 5.2.1.
"Tower Displays" means the three (3) tower facade Media Display areas located on the
tower portion of the Innovation Tower.
"Zoning Letter" has the meaning ascribed to said term in Recital E.
3. Miami Innovation Tower.
3.1 Proposed Improvements. Developer shall develop the Proposed
Improvements substantially in accordance with the Preliminary Plans and this Covenant. Any
material variation to the Preliminary Plans, other than those changes required by the City to
eomply with applicable laws, shall require the approval of the Executive Director, which
approval shall not be unreasonably withheld or delayed provided that same is in accordance with
the spirit and intent of Preliminary Plans.
3.2 Maximum Height and Size. The Proposed Improvements including any
tower elements, shall not exceed 675 feet from the crown of the road of NW 1 sc Avenue and the
habitable floor area shall not exceed 199,000 square feet.
3.3 Signage. The signage (the "Signage" or "Sign") on the Proposed
Improvements shall be substantially in accordance with the Sign Package and the terms of this
Covenant. Any material variation of the Signage shall require the approval of the Executive
Director, which approval shall not be unreasonably withheld provided such material variation is
consistent with the Sign Package and this Covenant.
3.4 Compliance with Applicable Rejulations. The Proposed Improvements
and the Signage must be designed and constructed in accordance with Section 6.5.4 of Miami 21
and the Sign Package, and the plans and specifications and the Sign Permit Application must be
approved by the Zoning Department and a building permit must be obtained from the Building
Department. The execution of this Covenant shall not be deemed or construed as a
representation or warranty by the Executive Director or the CRA that the Proposed
Improvements and Signage included in the Sign Permit Application comply with Miami 21 and
Developer acknowledges and agrees that the Proposed Improvements and Signage are subject to
the review and approval of the Building Department.
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3.5 Application for Building Permit. Developer agrees not to apply for any
permits or approvals with respect to the Proposed Improvements and not file the Sign Permit
Application until this Covenant is executed by all parties, including required mortgagees, and
recorded in the public records of Miami -Dade County, Florida.
4. SIGNAGE RESTRICTIONS.
4.1 Signage. Any Signage associated with the Proposed Improvements must
be substantially consistent with the Sign Permit Application and comply with the following
criteria (the "Sign Criteria"):
4.1.1 The Signage on the Proposed Improvements shall consist of not
more than five (5) visual media display systems each of which shall be constructed to display
one or more paintings or artistic works, that may be electronic and composed of photographs,
animation, or arrangements of color, and that display a commercial or noncommercial message,
rely on the Proposed Improvements for rigid structural support, and are applied to the Proposed
Improvements or depicted on vinyl, fabric, metallic mesh or other similarly semi -flexible
material that is erected parallel to the building's surface.
412 A maximum of five (5) surfaces of visual Media Displays,
including the surfaces of any tower elements. A visual Media Display shall be permitted to
cover the entirety of each surface, and shall be oriented to minimize the impact to residential
areas, as depicted in the Sign Package.
4.1.3 The material depicted on the Signage shall be predominately
pictorial, with text consisting of less than 50 percent of the display at any one time.
4.1.4 The visual Media Displays utilized for the Signage shall be
illuminated by light emitting diode (LED) lights or similar technologies. illumination shall not
result in unreasonable glare and intensity that might pose safety hazards to drivers.
4.1.5 The commercial material depicted on the Signage need not pertain
to the use of the Property and may advertise products or services not offered on the Property.
4.1.6 The media displayed on the Tower Displays shall be oriented so as
not to face any existing residential building within 500 feet of the property line of the Property at
a height lower than the height of the highest residential unit windows (i.e., the lowest media
displayed will be higher than any residential unit windows located within 500 feet of the
innovation Tower). For the purposes of this condition, a residential building shall be determined
to be "existing" if it is the subject of a valid temporary certificate of occupancy as of the date a
building permit is issued for the Proposed Improvements. No portion of Innovation Tower shall
be located within 300 feet of any residential units in T3, T4 or T5 Transect zoning districts.
4.1.7 The media display systems utilized for the Signage shall be
designed so that illumination of the Signage shall not increase the light levels in any direction by
more than the following:
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1. 1.75 foot-candles above the ambient lighting level when measured
at a distance of 400 feet from the base of the Innovation Tower.
2. 1.5 foot-candles above the ambient lighting level when measured
at a distance of 600 feet from the base of the Innovation Tower.
3. 1.25 foot-candles above the ambient lighting level when measured
at a distance of' 800 feet from the base of the Innovation Tower.
4.1.8 The total square footage of the Signage shall not exceed 85,0001
square feet.
4.1.9 The Signage shall not display nudity or obscene material as those
terms are defined in Section 847.001, Florida Statutes, as interpreted by applicable case law.
4.1.10 Images on the Tower Displays shall consist of kinetic illuminated
media, utilizing signage, motion graphics and animation, illustration and all other forms of
animated illumination visual message media a minimum of every six (6) seconds.
4.2 Sign Package. Developer represents and warrants to the CRA that the
Signage complies with the Sign Criteria set forth in Section 4.1 of this Covenant in all respects
and Section 6.5.4 of Miami 21.
4.3 Compliance with Sign Criteria. Prior to Developer operating any Signage
in connection with the Proposed Improvements, Developer shall provide to the Executive
Director an engineering report (the "Engineering Report") prepared by a Florida licensed
electrical engineer certifying to the Developer and the CRA that the Signage actually installed on
the Proposed Improvements is substantially in accordance with the Signage Package and
complies in all respects with the provisions of Sections 4.1.2, 4.1.6 and 4.1.7 of this Covenant.
4.4 Annual Certification. Not later than March 1 of every year after the
Commencement of Signage Operations on the Proposed Improvements, Developer shall submit
to the Executive Director an Engineering Report prepared within the last ninety (90) days
certifying to the Developer and the CRA that the Signage actually installed on the Proposed
Improvements complies in all respects with the provisions of Sections 4.1.2, 4.1.6, 4.1.7 and
4,1.8 of this Covenant.
4.5 Alteration of Signage. In the event Developer modifies any of the Signage
installed on the Proposed Improvements (a "Signage Modification"), other than in connection
with routine maintenance and repairs, Developer must obtain the approval of the Executive
Director, which approval shall not be unreasonable withheld or delayed. Developer shall not
commence the operation of any Signage Modification until after Developer has provided to the
Executive Director an Engineering Report confirming that the Signage, as modified by the
Signage Modification, complies in all respect to the provisions of Sections 4.1.2, 4.1.6, 4.1.7 and
4.1.8 of this Covenant.
4.6 Compliance with Sign Criteria. Developer covenants and agrees that all
Signage shall comply with the Sign Criteria and all other applicable laws regarding the use and
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operation of any Signage associated with the Proposed Improvements. Developer acknowledges
and agrees the operation of any Signage on the Property in violation of the Sign Criteria is
strictly forbidden.
5. LOCAL PREFERENCE AND EQUAL EMPLOYMENT OPPORTUNITY.
5.1 In connection with the Proposed Improvements and Signage, the
Developer agrees that it and its general contractor will:
1. Take definitive action in the recruitment, advertising and to attract
and retain minority and female contractors and subcontractors;
2. Provide a reasonable opportunity in the recruitment, advertising
and hiring of professionals, contractors and subcontractors residing
within the SEOPW Area and within the City;
3. Take reasonable definitive action in retaining employees regardless
of race, color, place of birth, religion, national origin, sex, age,
marital status, veterans and disability status;
4. Maintain equitable principles in the recruitment, advertising,
hiring, upgrading, transfer, layoff, termination, compensation and
all other terms, conditions and privileges of employment;
5. Monitor and review all personnel practices to guarantee that equal
opportunities are being provided to all employees regardless of
race, color, place of birth, religion, national origin, sex, age,
marital status, veterans and disability status;
6. Post in conspicuous places, availability to employees and
applicants for employment, notices, setting forth the non-
discrimination clauses of this Section 5.
7. In all solicitations and advertisements for employment placed by or
on behalf of Developer, state that all applicants will receive
consideration for employment without regard to race, creed, color
or national origin.
5.2 Participation Requirements During Construction. Developer agrees to use
commercially reasonable efforts to comply with the following subcontractor participation
requirements and laborer participation requirements (the "Participation Requirements") with
respect to the construction of the Proposed Improvements and Signage:
5.2.1 Subcontractor Participation. The Developer shall cause its general
contractor to hire not less than twenty percent (20%) of the subcontractors for the construction of
the Proposed Improvements and Signage giving first priority to SBE firms whose principal place
of business is in the Redevelopment Area which encompasses part of zip code 33136, second
priority to subcontractors whose principal place of business is in the Redevelopment Area which
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434245213 v3
encompasses part of zip code 33136, third priority to SBE firms whose principal place of
business is located within the boundaries of the Overtown community, as more particularly
described in Exhibit "D", which Overtown community encompasses part of zip code 33136 (the
"Overtown Community"), fourth priority to subcontractors whose principal place of business is
located within the boundaries of the Overtown Community, fifth priority to SBE firms whose
principal place of business is located within zip codes 33127, 33128, 33130, 33136 and 33150
(the "City Targeted Zip Codes") which are the five (5) poverty rated zip codes located in the
City, sixth priority to subcontractors whose principal place of business is within the City
Targeted Zip Codes, seventh priority to SBE firms whose principal place of business is located in
the City but outside the City Targeted Zip Codes, and eighth priority to subcontractors whose
principal place of business is located in the City but outside the City Targeted Zip Codes. For
purposes of calculating the twenty percent (20%) subcontractor participation, the twenty percent
(20%) participation shall be calculated based upon the numerator being the dollar value of all
subcontracts given to subcontractors whose principal place of business is in the City and the
denominator being the total dollar value of all subcontracts entered into by the general contractor
over the entire course of construction of the Proposed improvements and Signage ("
Subcontractor Participation Requirement").
5.2.2 Laborer Participation. Developer agrees to use commercially
reasonable efforts to require its general contractor and all subcontractors to hire forty percent
(40%) of the unskilled labor for the construction of the Proposed Improvements and Signage
("Laborer Participation Requirement") from workers residing in the City giving first priority to
workers residing in the Redevelopment Area which encompasses part of zip code 33136, second
priority to workers residing in the Overtown Community, third priority to workers residing in the
City Targeted Zip Codes, and fourth priority to workers residing in the City but outside the City
Targeted Zip Codes.
5.2.3 In the event of any disputes between the Executive Director and
the Developer as to whether any subcontractor has its principal place of business in the City or
whether any laborer resides in the City of Miami, Florida and whether the Developer complied
with the priority requirements, the Developer and the Executive Director shall proceed in good
faith to resolve the dispute. In the event the dispute is not resolved within ten (10) days either
party may submit the dispute to the CRA Board of Commissioners (the "CRA Board") for
resolution. The decision of the CRA Board shall be binding on the parties.
5.3 Report Requirements. The Developer shall be required to submit to the
Executive Director (i) on a quarterly basis commencing thirty (30) days after the end of the first
quarter after the commencement of construction of the Proposed Improvements until thirty days
following Completion, detailed reports evidencing compliance with the Subcontractor
Participation Requirement during the prior quarter and (ii) on a monthly basis commencing thirty
(30) days after the commencement of construction of the Proposed Improvements and the
Signage until thirty days following Completion, detailed reports evidencing compliance with the
Laborer Participation Requirement during the prior month ("Participation Reports"). The
Participation Reports shall contain such information as the Executive Director may reasonably
require to enable the Executive Director to determine whether the Developer is in compliance
with the Subcontractor Participation Requirement and the Laborer Participation Requirement
with respect to the Proposed Improvements.
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5.3.1 Penalties for Non -Compliance with Subcontractor Participation
Requirement. To the extent Developer fails to comply with the Subcontractor Participation
Requirements, with respect to the Proposed Improvements and Signage, Developer shall pay to
the CRA as a one-time penalty for such non-compliance Ten Thousand and No/I00 Dollars
($10,000.00) for each percentage point below the Subcontractor Participation Requirement for
the first three (3) percentage points below the Subcontractor Participation Requirements and
therafter Twenty Thousand and No/100 Dollars ($20,000.00) for each percentage point below the
Subcontractor Participation Requirements (collectively, the "Subcontractor Non -Compliance
Funds") with respect to the Proposed Improvements. The Subcontractor Non -Compliance Funds
shall be calculated by the Executive Director after Completion and shall be due and payable
within thirty (30) days from the date of Developer's receipt of written statement from the
Executive Director stating the amount of Subcontractor Non -Compliance Funds due with
respect to the Proposed Improvements and Signage. To the extent of any dispute between the
Executive Director and the Developer with respect to the compliance with the Subcontractor
Participation Requirement, such dispute shall be submitted to the CRA Board for resolution. The
decision of the CRA Board shall be binding on the parties.
5.3.2 Penalties for Non Compliance with Laborer Participation
Requirement. To the extent Developer fails to comply with the applicable Laborer Participation
Requirement, with respect to Proposed Improvements, Developer shall pay to the CRA as a one-
time penalty for such noncompliance Five Thousand and No/100 Dollars ($5,000.00) for each
percentage point below the Laborer Participation Requirement for the first five (5) percentage
points below the Laborer Participation Requirement and therafter Ten Thousand and No/100
Dollars ($10,000.00) for each percentage point below the Labor Participation Requirement (the
"Laborer Non -Compliance Fund") with respect to the Proposed Improvements and Signage. The
Laborer Non -Compliance Funds with respect to the Proposed Improvements and Signage shall
be calculated by the Executive Director after Completion of the Proposed Improvements and
Signage and shall be due within thirty (30) from Developer's receipt of written statement from
the Executive Director stating the amount of Laborer Non -Compliance Funds due, To the extent
of any dispute between the Executive Director and the Developer with respect to the compliance
with the Laborer Participation Requirement, such dispute shall be submitted to the CRA Board
for resolution. The decision of the CRA Board shall be binding upon the parties.
5.4 Participation Requirements During Operation.
5,4.1 Small Business Participation. With respect to the commercial
leasable area of the Proposed Improvements which is not occupied or operated by the Developer,
its Affiliates, the Naming Rights Sponsor, or any Media Sponsor, Developer covenants and
agrees to utilize commercially reasonable efforts to lease such commercial leasable area to small
business enterprises whose principal place of business is located in the City giving first priority
to small business enterprises whose principal place of business is in the SEOPW Area, second
priority to small business enterprises whose principal place of business is in Overtown, third
priority to small business enterprises whose place of business is within District 5 of the City and
last priority to small business enterprises whose principal place of business is located in the City.
5.4.2 First Source Hiring.
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5.4.2.1. Employment by Developer. In connection with all
employment opportunities available in connection with the operation of the Proposed
Improvements and Signage at the Property, including the commercial components of the
Proposed Improvements, Developer and all of its Affiliates directly or indirectly involved in the
operations of the Property shall utilize their commercially reasonable efforts to recruit and retain
employees who reside in the City, giving first priority to individuals who reside in the SEOPW
Area, second priority to individuals who reside in Overtown, third priority to individuals who
reside in District 5 of the City and last priority to individuals who reside in the City, with a goal
of having forty percent (40%) of the work force employed by Developer and its Affiliates at the
Property to be residents of the City.
5.4.2.2 Employment by Tenants of Developer and Developer's
Affiliates. Developer and its Affiliates shall utilize commercially reasonable efforts to cause
each of Developer and Developer's Affiliates tenants and subtenants conducting business at the
Property to utilize commercially reasonable efforts to recruit and retain employees who reside in
the City, giving first priority to individuals who reside in the Redevelopment Area, which
encompasses part of zip code 33136, second priority to individuals who reside in the Overtown
community, third priority to individuals who reside in the City Targeted Zip Codes and last
priority to individuals who reside in the City, with a goal of having forty percent (40%) of the
work force employed by such tenants and subtenants of Developer and/or Developer's Affiliates,
at the Property be residents of the City.
5.5 Training Programs and Community Outreach. Developer covenants and
agrees to coordinate efforts with the CRA to develop training programs designed to train
residents of the SEOPW Area for the job opportunities contemplated to exist at the Property,
including without limitation, coordinating with Miami -Dade College's hospitality programs to
review curriculum and assisting the CRA in identifying and developing curriculum for
hospitality and entertainment career training programs it creates in the future. Developer agrees
to use commercially reasonable efforts to place graduates of any such training programs
supported by the CRA or identified by the Executive Director in permanent jobs in the
Innovation Tower following its construction.
5.6 Salaries. Developer shall require its general contractor and subcontractors
to pay their part-time and full-time employees working on the Innovation Tower, and Developer
and its Affiliates shall pay their part -tune and full-time employees working in the Innovation
Tower no less than One and No/100 Dollar ($1.00) more than the "Living Wage" as that term is
described and set pursuant to Section 2-8.9 Living Wage (A) — (C) of the County Code. For
avoidance of doubt, the 2014-2015 Living Wage is set forth in that certain memorandum dated
May 7, 2014 from Gary T. Hartfield, Director of the Miami -Dade County Internal Services
Departinent, Small Business Development Division, as same may be increased from time to time
(the "Living Wage"). In addition, Developer and its Affiliates shall obligate their respective
tenants and licensees in leases and/or use agreements to pay their part-time and full-time
employees working in the Innovation Tower no less than One and No/100 Dollars ($1.00) more
than the Living Wage, and the Developer and its Affiliates shall use commercially reasonable
efforts to enforce such provisions.
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5.7 Jobs and Job Fairs.
5.7.1 Construction Job Opportunities. Developer shall contract with an
organization experienced in implementing local preference job opportunities, to broadly
disseminate information regarding job opportunities for local area residents and businesses to
allow them to participate in construction of the Proposed Improvements and Signage, including,
without limitation, hosting at least two (2) job fairs within the SEOPW Area prior to the
commencement of the Proposed Improvements, and to assist Developer and its contractor in
identifying qualified subcontractors within the priority hiring areas.
5.7.2 Permanent Job Opportunities.. Developer shall contract with an
organization experienced in implementing local preference job opportunities, to broadly
disseminate information regarding job opportunities for local residents and businesses post -
construction with respect to the Property, including, without limitation, hosting at least two (2)
job fairs within the SEOPW Area prior to Completion in anticipation of the opening of the
Proposed Improvements, and to assist Developer in identifying qualified subcontractors within
the priority hiring areas. Thereafter, Developer shall host at least two (2) job fairs within the
SEOPW Area on an annual basis designed to fill employment needs.
6. COMMUNITY BENEFITS.
6.1 Simian for Public Art and Not -for -Profit Entities. Not less than three
percent (3%) of the display time of each of the tower facade signs and of the Plaza Display shall
be devoted to public art or not -for -profit entities, their events, or public service (the "Public
Service Display Time"). The Public Service Display Time shall be evenly distributed through
the hours of operation. The CRA, or a community based organization designated by the CRA
shall work with the Developer to coordinate and monitor the use of the Public Service Display
Time and the CRA or the community based organization designated by the CRA shall determine
who has the right to utilize up to sixty seven percent (67%) of the Public Service Display Time.
6.2 Use of Plaza Area. The Plaza area of the Proposed Improvements shall be
made available at least once per month for community activities sponsored by the CRA or
community based organizations designated by the Executive Director, at no cost. The CRA or a
community based organization shall coordinate such activities with the Developer.
6.3 Tickets for Events. Developer shall make available to the CRA. 200
tickets per month (2,400 per year) to provide access to the ticketed viewing elements of the
Proposed Improvements at no cost to the CRA to enable the CRA or community based
organizations designed by the CRA to disburse the tickets to residents of the SEOPW Area,
particularly school -aged children.
6.4 SEOPW Employment Assistance. Within ten (10) days of the issuance of
a building permit for the Tower Displays described in the Sign Package, and after such permit is
final and not subject to appeal, Developer shall provide Two Hundred Thousand and No/100
Dollars ($200,000.00) to a community based organization identified by the Executive Director
that runs an employment assistance program to benefit the Redevelopment Area and through
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such assistance encourage the development and redevelopment of depressed, blighted, and slum
areas within the Redevelopment Area.
7. Payment to the CRA upon issuance of Building Permit and Certificate of
Completion.
7.1 The Developer shall pay the following fees to the CRA to provide fund
sources for redevelopment activities within the SEOPW Area:
7.1.1 Within ten (10) days of the issuance of any building permit(s)
pursuant to the Sign Permit Application after such permit is final and not subject to appeal, Three
Million and No/100 Dollars ($3,000,000.00)
7.1.2 Within ten (10) days of the issuance of a temporary certificate of
completion, or its equivalent for any signage included in the Sign Permit Application (and the
passage of all applicable appeal periods), but in any event, prior to commencement of Signage
Operation, the Developer shall pay to the CRA Two Million and No/100 Dollars
($2,000,000.00).
7.2 Failure to Make Payments. Developer acknowledges and agrees that
under no circumstances shall Developer be allowed to operate any electronic Signage on the
Property, including any Signage included in the Sign Package, unless and until Developer has
made the payments to the CRA contemplated by Sections 7.1.1 and 7.1.2 of this Covenant.
7.3 Continuing Payments to the CRA.
7.3.1 Percentage of Revenue Payments. In addition to the payments to
the CRA required by Sections 7.1.1 and 7.1.2 of this Covenant, Developer covenants and agrees
to pay to the CRA annually, commencing on the Commencement of Signage Operations, three
percent (3%) of the Gross Revenues, but in no event less than the Minimum Payment (the
"Percentage Revenue Payments"), except that for the first year of operation the Percentage
Revenue Payment due shall be reduced by Two Hundred Thousand and No/100 Dollars
($200,000.00), even if it is below the Minimum Payment, in consideration of the SEOPW
Employment Assistance donation described in Section 6.4 of this Covenant.
7.3.2 Payment of Percentage Revenue Payments. Developer shall make
the Percentage Revenue Payments to the CRA on a quarterly basis with the first payment due
thirty (30) days after the end of the first full three (3) months from Commencement of Signage
Operation and thirty (30) days after the end of each quarter thereafter. Each payment shall be
accompanied by the Back -Up Documentation sufficient to demonstrate the Gross Revenues
utilized to calculate the Percentage Revenue Payment, certified as true and correct by Developer
and which shall be made available for review by the Executive Director or his designee.
7.3.3 Annual Adjustment. Not later than April 1 of each calendar year
after the Commencement of Signage Operation, Developer shall make available for review by
the Executive Director audited financial records reflecting calculation of the Gross Revenues and
the calculation of Percentage Revenue Payment. In the event that any such financial statement
indicates that Developer has underpaid or overpaid the Percentage Revenue Payment made
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during the prior twelve (12) months, Developer shall, in the event it has underpaid the amount
due in the preceding twelve (12) month period, make the appropriate payment within ten (10)
days of submission of the audited financial records of the calculation of Gross Revenues, and in
the event it has overpaid the amount due in the preceding twelve (12) month period, make the
appropriate adjustment to the next quarterly Percentage Revenue Payment.
7.4 Right to Audit. Subject to reasonable notice, the CRA and its duly
authorized agents shall have the right (but not any duty or obligation) no more than twice per
calendar year and during normal business hours: (i) to enter the Proposed Improvements and any
other location containing the records relating to the Developer, the Proposed Improvements and
the Developer's compliance with the terms and conditions of this Covenant; and (ii) to inspect
and audit any and all of the Developer's records or accounts pertaining to Gross Revenues, the
Developer, the Proposed Improvements and the Developer's compliance with the terms and
conditions of this Covenant. If an audit discloses that Developer has miscalculated or
misrepresented Gross Revenues over the course of the preceding twelve (12) month period by
more than three percent (3%), Developer shall pay for the actual verifiable professional fees and
expenses in connection with the audit. Interest shall be applied to any amount determined to be
due as provided in Section 16 of this Covenant.
8. REPRESENTATIONS. Developer makes the following representations to the
CRA as follows:
8.1 Developer is a limited liability company, duly organized and validly
existing under the laws of the State of Florida and has full power and capacity to own their
properties, to carry on their business as presently conducted, and to enter into the transactions
contemplated by this Covenant.
8.2 Developer's execution, delivery and performance of this Covenant has
been duly authorized by all necessary company actions and does not and shall not conflict with
or constitute a default under any indenture, agreement or instrument to which such entities are a
party or by which they may be bound or affected.
8.3 This Covenant constitutes the valid and binding obligation of Developer,
enforceable against Developer, in accordance with its terms, subject to bankruptcy, insolvency
and other similar laws affecting the rights of creditors generally.
8.4 Owner is the owner of good and marketable fee simple title to the Property
free and clear of all mortgages or other liens and encumbrances other than taxes and assessments
for the current year, and (a) that certain Purchase Money Mortgage, Assignment of Rents and
Security Agreement executed by First Ave in favor of 67 N.W. 10th Street, LLC, a Florida
limited liability company and 85 N.W. 10th Street, LLC, a Florida limited liability company,
recorded June 18, 2013, in Official Records Book 28688, at Page 2925 of the Public Records of
Miami -Dade County, Florida; and (b) that certain Mortgage executed by 41 NW in favor of Lion
Financial, LLC, a Florida limited liability company, dated September 30, 2013 and recorded in
Official Records Book 28848, at Page 3350, of the Public Records of Miami -Dade County,
Florida (each an "Existing Mortgage").
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9. DEFAULT AND REMEDIES. If Developer fails to comply with any of the
terms and provisions of this Covenant, including, without limitation the payment of money or the
performance of any other obligation under this Covenant which failure is not cured by the
Developer within thirty (30) days of written notice from the CRA, the CRA may pursue all
remedies available at law or in equity to enforce the terms and provisions of this Covenant,
including seeking injunctive relief.
10. NOTICES. Any notices required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given if delivered by hand, sent by
recognized overnight courier (such as Federal Express), or mailed by certified or registered mail,
return receipt requested, in a postage prepaid envelope, and addressed as follows:
If to Developer:
Michael Simkins
Miami Big Block, LLC
301 W 41 Street. #406
Miami Beach, Florida 33140
With a copy to:
If to CRA:
Tony Recio, Esq.
Edward Martos, Esq.
Weiss Serota Hellman Cole Bierman & Popok, P.L.
2525 Ponce de Leon Boulevard, Suite 700
Coral Gables, Florida 33134
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
Attention: Clarence E. Woods, III., Executive Director
819 NW 2nd Avenue, 3'd Floor
Miami, FL 33136
With a copy to:
William R, Bloom, Esq.
Holland & Knight, LLP
Suite 3300
701 Brickell Avenue
Miami, FL 33131
#34245213 v3
16
And with a copy to:
Staff Counsel
Southeast Gvertown/Park West
Community Redevelopment Agency
819 NW 2nd Avenue, 3rd Floor
Miami, FL 33136
Notices personally delivered or sent by fax shall be deemed given on the date of delivery
and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the
date delivery is refused.
11. CHALLENGES.
11.1 No Liability. Developer hereby forever waives and releases the Executive
Director and the CRA from any liability whatsoever, now or hereafter arising in connection with
any third party challenge to the granting of the Signage Approval by the Executive Director and
this Covenant and covenants and agrees not to initiate any legal proceedings against the
Executive Director and/or the CRA in connection with any challenges to the Signage Approval
and this Covenant.
11.2 Duty to Defend. In the event of any challenge to the Signage Approval
and/or this Covenant, Developer, at its sole cost and expense, may defend any such third party
challenge. The CRA shall cooperate with Developer and, if necessary, participate in the defense
of such challenge provided Developer pays the costs of such defense.
11.3 Waiver of Claim. Developer waives any and all claims which Developer
now has or may hereafter have against the Executive Director and/or the CRA as a result of any
third party challenge to the Signage Approval and this Covenant and Developer acknowledges
and agrees to assume the risk of any third party challenge to the Signage Approval and this
Covenant. Under no circumstances shall Developer be entitled to any recovery with respect to
any claims or any cause of action against the Executive Director and/or the CRA resulting from
any challenge to the Signage Approval and this Covenant, all such claims being expressly
waived by Developer.
11.4 Termination. In the event that the Developer is unable to obtain a Sign
Permit(s) for the Signage substantially in compliance with the Sign Permit Application for any
reason, and as a result Developer terminates the Sign Permit Application approved by the
Executive Director, or all Sign Permits) issued pursuant to the Sign Permit Application are
revoked, rescinded, or otherwise rendered invalid through any legal, equitable, or administrative
proceeding, this Covenant shall be of no further force or effect upon Developer providing a
certificate that the Property cannot be utilized as a Media Tower, and the Developer shall forever
be released from any and all obligations provided herein. In such event, upon Developer's
written request, the CRA agrees to immediately execute an instrument acknowledging the
termination of this Covenant upon presentation of such instrument by Developer.
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12. CONSULTANT AND PROFESSIONAL COMPENSATION. Developer may
retain consultants and professionals to assist Developer with the negotiation and execution of this
Covenant and Developer may compensate those consultants and professionals at their standard
hourly rate for services performed, or any other method of compensation that is considered
standard and reasonable for that particular service. Notwithstanding anything to the contrary
contained herein, in no event shall Developer compensate any such consultant or professional in
any form that would be deemed a "bonus", "success fee", or "finder's fee", in exchange for the
Signage Approval and this Covenant.
13. RELATIONSHIP BETWEEN PARTIES. This Covenant does not evidence the
creation of nor shall it be construed as creating, a partnership or joint venture between the CRA
and Developer. No party can create any obligations or responsibility on behalf of the other or
bind the other in any manner. Each party is acting for its own account, and it has made its own
independent decisions to enter into this Covenant and as to whether the same is appropriate or
necessary. Each party acknowledges that none of the other parties hereto is acting as a fiduciary
for or an adviser to it in respect of this Covenant or any responsibility or obligation contemplated
herein. Developer further represents and acknowledges that no one was paid a fee, commission,
gift or other consideration by Developer or Developer's agents as an inducement to obtain the
Signage Approval or entering into this Covenant.
14. MISCELLANEOUS.
14.1 This Covenant shall be construed and governed in accordance with the
laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. All of the parties
to this Covenant have participated fully in the negotiation and preparation hereof, and,
accordingly, this Agreement shall not be more strictly construed against any one of the parties
hereto.
14.2 In the event any term or provision of this Covenant is determined by
appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its
nearest legal meaning or be construed as deleted as such authority determines, and the remainder
of this Covenant shall be construed to be in full force and effect.
14.3 In the event of any litigation between the parties under this Covenant, the
prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and
appellate levels.
14.4 In construing this Covenant, the singular shall be held to include the
plural, the plural shall be held to include the singular, the use of any gender shall be held to
include every other and all genders, and captions and Section headings shall be disregarded.
14.5 All of the exhibits attached to this Covenant are incorporated in, and made
a part of, this Covenant.
14.6 Time shall be of the essence for each and every provision of this
Covenant.
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15. COVENANT RUNNING WITH THE LAND. This Covenant shall be deemed a
covenant running with the Property and shall be binding upon Developer and its successors and
assigns.
16. LIEN RIGHTS UNDER SECTION 5. If Developer fails to pay any amount due
the CRA pursuant to Sections 7.1.1, 7.1.2, or 7.3, such unpaid amounts shall bear interest at
twelve percent (12%) per annum from the date due until paid and shall be secured by this
Covenant. If any amounts due pursuant to Sections 5.3.1 or 5.3.2 have not been paid within sixty
(60) days of when due same shall constitute a lien upon the Property having priority as of the
recording of this Covenant and same may be foreclosed upon in the same manner in which a
mortgage is foreclosed,
17. EXISTING MORTGAGES AND FUTURE MORTGAGES. The CRA
acknowledges that the holder of any existing mortgages and the holder of any future mortgages
which succeeds to the interest of Developer in the Property under the Covenant, shall not be:
a) Liable for any act or omission of any prior owner; or
b) Bound by any representation or warranty made by Developer.
Further, CRA agrees to give the holder of any mortgage who has provided notice of its existence
to the CRA in accordance with the notice provisions of this Covenant, by registered mail or
certified mail, return receipt requested sent to Mortgagee's address provided to the CRA, a copy
of any notice of default served upon Developer. CRA further agrees that if Developer shall have
failed to cure such default within the time provided for in the covenant then such Mortgagee
shall have the right but not the obligation for an additional sixty (60) days within which to cure
such default before CRA exercises its rights available to it under the Covenant or if such default
cannot be cured within that time, then such additional time as may be necessary to cure such
default shall be granted if within sixty (60) days Mortgagee has commenced and is diligently
pursuing to cure such default (not to exceed one hundred twenty (120) days). The liability of
such Mortgagee for the performance of any obligation of Developer under the Covenant shall be
limited to Mortgagee's interest in the Property, and CRA hereby agrees that any judgment it may
obtain against any mortgagee as a result of mortgagee's failure, as owner, to perform any of
Developer's obligations under the Covenant shall be enforceable solely against mortgagee's
interest in the Property,
18, ENTIRE AGREEMENT. This Covenant constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and there are no other
agreements, representations or warranties other than as set forth herein. This Covenant may not
be changed, altered or modified except by an instrument in writing signed by the party against
whom enforcement of such change would be sought, with the Executive Director's signature
sufficient to bind the CRA. This Covenant shall be binding upon the parties hereto and their
respective successors and permitted assigns.
IN WITNESS hereof the parties have executive this Covenant as of the date first above
written.
19
034245213 v3
DEVELOPER:
MIAMI BIG BLOCK, LLC,
a Florida limited liability company
By:
Name: Michael Simkins.,
Title: co -Manager and authorized signatory
NW 1st AVENUE AND 10th STREET, LLC,
a Florida limited liability company
By:
BY: MANAGING ENTITY, LLC, a Florida
limited liability company, its Manager
BY: MIAMI BIG BLOCK, LLC, a Florida
limited liability company, its sole Member and Manager
Name: Michael Simkins,
Title: co -Manager and authorized signatory
59 NW 10th Street, LLC,
a Florida limited liability company
By:
BY: MANAGING ENTITY, LLC, a Florida
limited liability company, its Manager
BY: MIAMI BIG BLOCK, LLC, a Florida
limited liability company, its sole Member and Manager
Name: Michael Simkins,
Title: co -Manager and authorized signatory
41 NW 10 STREET, LLC,
a Florida limited liability company
BY: MANAGING ENTITY, LLC, a Florida
limited liability company, its Manager
BY: MIAMI BIG BLOCK, LLC, a Florida
limited liability company, its sole Member and Manager
20
04245213 v3
By:
Name: Michael Simkins,
Title: co -Manager and authorized signatory
21
#342452I3 v3
CRA:
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
By:
Clarence E, Woods, III., Executive Director
ATTEST:
Clerk of the Board
Approved for legal sufficiency
By:
William R. Bloom, Esq.
Holland & Knight LLP,
Special Counsel to CRA
[NOTARY ACKNOWLEDGEMENTS ON FOLLOWING PAGES]
22
r34245213w3
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
) SS:
)
The foregoing instrument was acknowledged before me, this day of December, 2014, by Michael
Simkins, co -Manager and authorized signatory of MIAMI BIG BLOCK, LLC, a Florida limited liability company,
on behalf of the limited liability company, He/she is personally known to me or has produced
as identification.
My commission expires:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
) SS;
Notary Public
Print Name:
The foregoing instrument was acknowledged before me, this day of December, 2014, by
, co -Manager and authorized signatory of MIAMI BIG BLOCK, LLC, a Florida limited liability
company, sole Member and Manager of MANAGING ENTITY, LLC, a Florida limited liability company, Manager
of NW IS' Avenue and 10'h Street, LLC, Florida limited liability company , on behalf of the limited liability
company. He/she is personally known to me or has produced as identification.
My commission expires:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
) SS:
)
Notary Public
Print Name:
The -foregoing instrument was acknowledged before me, this day of December, 2014, by
, co -Manager and authorized signatory of MIAMI BIG BLOCK, LLC, a Florida limited liability
company, sole Member and Manager of MANAGING ENTITY, LLC, a Florida limited liability company, Manager
of 59 NW loth Street, LLC, Florida limited liability company , on behalf of the limited liability company. He/she is
personally known to me or has produced as identification.
My commission expires:
23
1134245213 v3
Notary Public
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me, this day of December, 2014, by
, co -Manager and authorized signatory of MIAMI BIG BLOCK, LLC, a Florida limited liability
company, sole Member and Manager of MANAGING ENTITY, LLC, a Florida limited liability company, Manager
of 41 NW 10 Street, LLC, Florida limited liability company , on behalf of the limited liability company. He/she is
personally known to me or has produced as identification.
Notary Public
Print Name:
My commission expires:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me, this day of December, 2014, by Clarence E.
Woods, III, Executive Director of SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida
Statutes, on behalf of the agency. He/she is personally known to me or has produced
as identification.
My commission expires:
24
4342452I3_v3
Notary Public
Print Name:
EXHIBIT A
Legal Description
Lots 13, 14, 15, the South I25 feet of Lot 16, Lot 17 less North 15 feet thereof and Lot 18, less
the North I5 feet thereof and Lot 19 less the North 15 feet thereof. Block 17, NORTH, CITY OF
MIAMI, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public
Records of Miami -Dade County, Florida.
Folio Numbers 01-0101-070-1070
01-0101-070-1080
01-0101-070-1090
01-0101-070-1100
01-0101-070-1110
BXWBTT B
Preliminary Plans dated March 19, 2014
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E��IT C
Sign Package dated May 19, 2014
MIAMI INNOVATION TOWER DESCRIPTION
The porposoorthe MAW INNOVATIOlrittWER E•MfT" is to deliver wori&c€ass icon that and integrates diigitaliechnolagiesanti tlgWag reflective-ofthe
Infermationand Digital Age.Bycreatin9 itsrgnathredesign. the towemill become ndistinctive beacon that•is l:+ilatnd"sOwn. The world will tdeitttfyiheAilTavfth
Mtamland the tafarmationandDigital Age tarrrrfattohciw the Arch, Spate hteedte and EffetTower e!e inextricably part of their vespectivegateway cities
tdentitiei cor entfyand in their respective agesof development fAechinSt. Weigand $pace Needle inStatile during the Spate As%EiffelTower inParts dhrhsg
the trolustrial Agel,The clear astir:Won between the Wee* innovation Towel. and other icy* stnithireredill bt the use of technologies that. aie- tailor-madefer
a saciety.drhn is byimagery end mahtime Mfamration.whilehasmoniztngwith the towers farm and funcnoriThe.tower sro31! be acemrnunlcattonsvectarthat
captures Mern?pottanceofthe City. Ihemagnittrdeofits progressionto warfdc#ass metropolis, and emphasizingitsstatus asagateway and hob lvthe
Americas, all ata tacation that frantez the dawnt *1 rose and harwtsGiedown/ParkWest asa distinct neighborhood with a rich history rooted incuiture:The
wake bttlidlegfrom exterkw to imam. will utilize state-okhe-artdigical nd interactive technofo9re and that techrtatogrwil be lard to tell the story &Vend
endofOvertown.
The ng sdesigned with two dfstitictfeatures:a tower entikeany building in hriamrr.sicyfkieand a hp+aling basedut unnnes the Ereertainmens.Dhtrict
andtivettawrdFazkWest Designed as kinetic s.-uInttne.the tdsamifnnevattan7aweritdynamic, evoking movement.fhrougivoet. merytng from an act Iva base
with Pubtk gathering zpacesand rnterzrMb trims and media facilities hat bleed pedesirratrscated, distinctive architecture with patterns and texttiret rooted
In then!tigh6mhovdvernatUlar:tlte three salessweep upinhoatWistfng,totaling-tower Ormonumental propprtiostanddesign:hemedia components
complenlent and aithancethis Movertlknt. visually unifying tnwerand ba5ewtdd dajitatterfnsologles and synchronized ligitting_The display areas at the tower
level areconfigured to.fit within the context ofttse'Tovrcrr'asSies.display£tlg slowly rotating digital eOntent;whiie the base will be de5igncif to support the
connection with the. nefghberhoodand yfsttarstothe site5t atudngmarecinema-grapbkcontentaidfrghtinganddigitalInteractivityreflectiveofthe
neighborhood's needdrurban glxto malting arittcammunaygather'axg.
Featuring transparent ancda*ado that ar,r resilient totbehe sh5 n,th Fred&climate mei leading sastalnableeneigydesigrd; the McPsdigitafdisp€ayswit3
Flaw avoid; elS4.'$0srettlIgltatellaplay technologies wIth teal 79.7Sa• SF of display area across all threeof the tower razes Misplays f;2.and 3)and 4.970
5Fon awrap-around display at the lower pedentran levet tOtspleysd and $y.. Collectively; the displays and toveerdesfgnwlff serve as the peer trigrlalmedia
expedenre in Miami, South Florida and the world.
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INNOVATION
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STRUCTURAL CONCEPT APPROACH NARIRATME
Err fiasmu:tomato. evaucnswDrumm
The Miami Innovation Thwart.* bee33feet high towcrandwai need towrThsta;+di,orri-
Cantwirrds.ihebaskstructural Concept Consists ofa-rsbape8 shear weal xuaFad1 leg
of the `Y'shaped coreisabe* 33ft eel from the canteief the'Y`atthebare with Pairs in
the legcOfthe'Y'7he outer dimrusk* of the gala shaft is about Zeftbin from the center
the"Y"smithale:Ake super cal wen beyond the stab shah about 7feet wide to make
The outer dimension ofehe7Y legaWt.ein dimensional the base and raveling to 28ft
ein at the top of tlte.tow*r.-ihe opproaimatevradthofeach log *theca* isabout21 feet
as presently pianneciTe Inlidecomers otcxhi'"legsa*Elated together bye rr,s
Ps creole a concave canegtaratkils,The isrtatthfcimcss dFthe wags :of the prlsmaller
draped core wif be dependent anthewindienucf resultpand&Weristructurafaratbr-
sts-itisanticiparedthat concrete apt will be potottiWoricci fully activate taecancrele
Thereby reducing the thickness obtlse sllearvrafisand Increasing thodynamk properties
of the strtrctdec.The mad fora tuned moss damper Mato iv the top of the rower toars-
crease orxYrpaesisaasmforiwydl bedependerKonthewindUnite res Oland structural
analyds-}Swat be tradeoff of rattle matetiatYe sus the oast ofa7Mp
The andcipeteddesign structural wind pressure* ibotepufthe lower -MN Pe bait
t70psf based Onthe present [ode.'ihe Wool pressure wilbe atrmvlmsm at thetupfl€the
tower end reducing hianedfadytaabout S psfat the base. A wind tunnel wilt be needed
to detemtinetheacttsaI **Sores with Pre lmrosftyaf themedawall.Sail'rsodeled:t"ise
dare will besopporutedana fele supported concrete sna-thethkknesso€which Will be
determtned based ors structure analysis and the plies ha hi used hasedon gentechnicai
tecommendetiaasL
The structural approach to support the meaSZ xaliWit to create a series of horizontal
armatures at about 13 feet on tenter veitiea!y--kheYlitith of oath** rA(beee horizontal'
armatures on a given level Isab sitt*Ifeet.L7treehorizontal armatures errebe needed.*
each levetWiinch r;4 rotatesiaround the central'"r•sF aeccatei§ehedzentelareetieres
;Al have agap between each Otte arnsatunatthat varlet from2a foci at The base to 70.
feet at tttetBpTne Wee Wind pressures on the media well wgl be greater than those on
the overall streetun3The lateral loadirom.these ItoYiontal armatdres15transmittedal
the centrarrshaped care l,y radial spekesfroin the,' shaped care to the horizontal ar.
trratureThe distance between the ttorizontargrolies therronoturewIll be aboutis feet.
thegaavityload-Of the media wall Ail behurrgtasuppcat framing atetevationsabout
Iv feet above grade, andzRafeet above grade and ftent:OPP*:platform alb eel'
ilabout 3i'3tt above gradelaradtovet4tabout5S3Rabave gradel.Betausethehung bor.
tnnrtat armatures ate rotating anon iThe't"'shaptel*Pes the hangerradstka rag rods;
will be titedandspaced 15feet antL+ntermtdwdiinduce horiranpiforces inthe eons -
hoes and -support framingthatwOi.35eie<fisie(tbyhdritontal'bracirrg.
Another e or stricture tssueof the Miami Inntr'ration Tower It hoer to stapport the now*
pled cantilever pods,ihereare two groupscfca tlWeer pods,ape atTowerlevel00 Olt,
vatron373above grade, and a second cantilever pod atTowari.cvsll3F(3r.3 abate
graderfherearefive platforms in die €ever pad aril four platforms lnthe higher pool -Ore
highestlevel* the tewei podfs448feetabovegrads:antihighestlenta.thevpperpod
is 39I3 feet abovegiade. Wow the fusee, platform In. eadb pud there will be3 one-story
deep li$ftl teutootspar.olog ttpte tlpof the"Y'shaped core fabout 53 fee* formhg.a
chambered comerertu7Fateraltriangle biz plan -From the* trusses,petpen9kulariitvtses
MI span fmmthe'rshaped core through these trussesand out to the perimeter *be
pod.Theirmisabevethetoils ugeachpaq Lovotot iu Sin the lower pod ae1LcvaTs3
thrp9irl the upper pod, old beposieddvwn to I hese transfer trussydatfarmsati.evelsO0
aridiitatte perimeter prafbaim7ar {o l'te hanger rods ya l be lifted because the Potts wril
At. rotate arotntp'the cores and the floor diaphragm and bracing will resolve this twlst-
ingaction.
The resuftlng Miami lionevatinnTower will be a spo[htral"kuue deForoe" with a unique
eisoaf twistingitWmt Which In reel -twat ttscoroIsa prismatic symmetric sfrucfure:This
ittOCtdrai app[uichwai itotceSshaitydeeakpedbyl'horntonTon asetd on the Super tall
ibanghalTawerthai recently topped oat
VIEW LOOKI d*SrC oisPi14Y2
DIAGRAM
trEWLOOIrfNGISCELT OFAISPLOYi
OaWVZ aer.
M IAMI
INMOVATtt*
TOWER
sHEErmoms
SIM abed SF
mar. ataset
strabreera-
CIISFIN,StE04es
SUM.iraSF
TOTAL OF ALL DISPLAYS:
84,750 SF
suNLIPCT n:r&taiEl
Taft; MEOP,1434
tAdaoe AGINigt
sutae>a+mraaacrwat
x MoLrta+s�ncle¢
mxvx,csrtw»
A2aMEDIA
inmat.re.r I.a.ma,
444.4.1IMIXIVATIV
4.71c mmmar rgtWpm.
MPeaL1110 6
"�� I�-� 1, u
EXffiBIT D
Overtown Community Boundaries
JOINDERS
JOINDER
The undersigned joins in this Covenant to subordinate the lien of that certain Purchaser
Money IVIortgage, Assignment of Rents and Security Agreement (the "Mortgage") from NW 1"
AVENUE AND 10th STREET, LLC, a Florida limited. liability company in favor of 67 N.W. 10T"
STREET, LLC, a Florida I1imited liability company, which was recorded June 18, 2013 in
Official Records Book 28688, at Page 2925 of the Public Records of Miami -Dade County,
Florida, to all of the terms and provisions of this Covenant, to the same extent as if this Covenant
was recorded prior to the Mortgage,
67 NW. 10T" STREET, LLC, a Florida
limited ilabiLi
By:
Name: P.fi 1/2 GOMM-to
Title:
infi-Abq
STATE. OF FLORIDA
) SS:
COUNTY OF MlAMI-DADE )
The foregoing.instrument was acknowledged before me, this ?flay of December, 2014, by
D4vr1 /0,4 "6-10 4,- of 67 N W 1 OE' STREET, LLC, a Florida limited liability Company,
on behalf of the limited liability com any. -ileisbe is personally known to me or has produced
as identification.
My commission expires: 41 c
113424521 3,23
Notary Public
/1--14e
Print Name:
4 ,,,
, KAREN HOLME$ LLEPA
1 ir !A, 1.3 Notary POlic - State of Florida
Z
• r,-.5 My Comm. Expires Apr 5, 2016 a
,s•
4 ‘tfirv,," Commission # EE 81654
26
JOINDER
The undersigned joins in this Covenant to subordinate the lien of that certain Mortgage
(the•"Mortgage") from 41 NW 10 STREET, LLC, a Florida limited liability company in favor of
LION FINANCIAL, LLC, a Florida limited liability company, dated September 30, 2013 and
recorded in Official Records Book 28848, at Page 3350 of the Public Records of Miami -Dade
County, Florida, to all of the terms and provisions of this Covenant, to the sate extent as if this
Covenant was recorded prior to the Mortgage.
STATE OF FLORIDA
COUNTY OF M1 MI -DATE
)
) SS:
).
LION FINANCIAL, LLC, a Florida
limited liability coRnpaily
By:
Name: A f�
Title:
The foregoing instrument was acknowledged before me, this f day of December, 2014, by
fir � ?digit 5 ofLION FINANCIAL, LLC, a Florida limited liability company, on
behalf of the limited liability company. He/she is personally known to me or lias produced
as identification.
ANDREA SMITH
!VOTARY PUBLIC
STATE Off FLORIDA
Comm* PF180988
I tplres 11/1 018
My commission expires..
27
#3424521323
Notary Public
4 pe ` -'t/i
Print Name: