HomeMy WebLinkAboutExhibit A-SUBCITY OF MIAMI, FLORIDA
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INTER -OFFICE MEMORANDUM
TO: Honorable Mayor and DATE: May 16, 2014
Members of the City Commission
FROM: Daniel J. Alfonso
tyvlanager
SUBJECT: May 22, 2014 Planning and Zoning
City Commission Meeting
PZ.3, PZ.4 and PZ.17
REFERENCES:
ENCLOSURES:
Please be advised of the following modifications to the Planning and Zoning portion of the May 22, 2014
City Commission Agenda:
The draft development agreement needs to be substituted. The draft development agreement was
provided online to the general public on May 14, 2014. The substitution is a result of modifications to the
draft development agreement that have not been provided to the general public or distributed to the
elected officials and needs to be included into the public record as well as incorporated to your printed
documents.
PZ4: The legislation needs to be included as part of the documents submitted for your review and
consideration. The legislation was made available online to the general public on May 14, 2014 but was
inadvertently omitted from the printed documents you received. Exhibit A is also attached for inclusion
into the public record and to your printed documents.
PZ17: The legislation needs to be included as part of the documents submitted for your review and
consideration. The legislation was made available online to the general public on May 14, 2014 but was
inadvertently omitted from the printed documents you received. Exhibit A is also attached for inclusion
into the public record and to your printed documents.
cc: \Alice N. Bravo, P.E., Deputy City Manager, Chief of Infrastructure
kFrancisco J. Garcia, Director, Planning and Zoning
Julia D. Hernandez, Agenda Coordinator
,4-0005'tdet- habitR- Sue
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DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND RANSOM
EVERGLADES SCHOOL, INC. REGARDING DEVELOPMENT OF THE RANSOM
EVERGLADES SCHOOL UPPER CAMPUS PROJECT
THIS AGREEMENT is entered this _ day of , 2014, by and between
RANSOM EVERGLADES SCHOOL, INC., a Florida private school ("Ransom Everglades" or
"School"), and the CITY OF MIAMI, FLORIDA, a municipal corporation and a political
subdivision of the State of Florida ("City"), (Ransom Everglades and the City together referred to
as the "Parties").
WITNESSETH:
WHEREAS, Ransom Everglades holds fee simple title to approximately 11.45 acres +/-
of property located at 3575 Main Highway within the City ( "Upper School Campus"); and
WHEREAS, the properties which comprise the Ransom Everglades Upper School
Campus are more particularly identified on Exhibit "A" ( "Properties" or "Upper School Campus
Properties"); and
WHEREAS, a process exists within the City's 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; to encourage a variety of building heights, massing and
streetscape design; and to provide greater flexibility so as to result in higher and specialized
quality buildings and streetscape design; and
WHEREAS, the result of this master planning process is known as a "Special Area Plan"
("SAP"); and
WHEREAS, Section 3.9.1 of Miami 21 and the Florida Local Government Development
Agreement Act, Florida Statutes, 163.3220 through 163.3243, requires development within an
SAP to be governed by a Development Agreement between the property owner(s) and the City;
and
WHEREAS, the City and Ransom Everglades wish for the Ransom Everglades School
Upper Campus Properties to have a Special Area Plan Overlay pursuant to Section 3.9 of Miami
21; and
WHEREAS, this Development Agreement ("Agreement") satisfies the requirement set
forth in Miami 21 and the Florida Statutes; and
WHEREAS, the City and Ransom Everglades wish for development within the Upper
School Campus to proceed substantially in accordance with the Ransom Everglades Special
Area Plan Regulating Plan and Concept Book attached as Exhibit 'B" ("Regulating Plan and
Concept Book"); and
WHEREAS, the property is designated Single Family Residential in the Miami
Neighborhood Comprehensive Plan; and
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WHEREAS, the City and Ransom Everglades wish for development of the Project to
proceed in a manner which is consistent with the Comprehensive Plan; 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 a developer that it 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. , adopted on
, has authorized the City Manager to execute this Agreement upon the terms and
conditions set forth below, and the Developer has 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 the 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 Ransom Everglades, as all Parties are drafters of this
Agreement; and
(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 Ransom Everglades.
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"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.
"Effective Date" means the date of recordation of the executed, original version of this
Agreement.
"Existing Zoning" means the zoning designation and regulations of the
Zoning Ordinance, the City Charter, and the City Code in effect as of the
time of the Effective Date of this Agreement.
"Land" means the earth, water, and air, above, below, or on the surface, and includes
any improvements or structures customarily regarded as land.
"Laws" means all ordinances, resolutions, regulations, comprehensive plans, land
development regulations, and rules adopted by a federal, state, or local government
affecting the development of land.
"Parties" mean the Ransom Everglades and the City who are all signatories to this
Agreement.
"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.
"Ransom Everglades" or "School" means Ransom Everglades School, Inc., a private
school in the City.
"Ransom Everglades School Upper Campus" means the 11.45 acres +/- of property
located at 3575 Main Highway within the City.
"Special Area Plan" or "SAP" means the Ransom Everglades School Upper Campus
Special Area Plan, including the Regulating Plan and Concept Book.
Section 4. Purpose. The purpose of this Agreement is for the City to authorize Ransom
Everglades to redevelop the Ransom Everglades School Upper Campus pursuant to the SAP.
This Agreement will establish, as of the Effective Date, the land development regulations which
will govern the development of the Ransom Everglades School Upper Campus, thereby
providing the Parties with additional certainty during the development process. This Agreement
satisfies the requirements of Section 3.9.1.f., Miami 21.
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Section 5. Intent. Ransom Everglades and the City intend for this Agreement to be
construed and implemented so as to effectuate the purpose of the SAP, this Development
Agreement, Existing Zoning, the Comprehensive Plan, and the Florida Local Govemment
Development Agreement Act, s 163.3220 —163.3243, Florida Statutes (2011).
Section 6. Applicability. This Agreement only applies to the Ransom Everglades School
Upper Campus Properties identified in Exhibit "A."
Section 7. Term of Agreement, Effective Date and Binding Effect. This Agreement is
authorized and governed by Sections 163.3220-163.3242, Florida Statues, known as the
"Florida Local Government Development Agreement Act", shall have a term of thirty (30) years
from the Effective Date, shall be recorded in the public records of the County, and shall be filed
with the City Clerk. The term of this Agreement may be extended by mutual consent of the
Parties in writing and 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) Ransom Everglades School SAP Designation. The City has designated certain
Property within the District as T3-R Sub -Urban Transect Zone with a NCD-3 Coconut
Grove Neighborhood Conservation District Overlay on the official zoning Atlas of the.
City, pursuant to the applicable procedures in Miami 21. The Regulating Plan and
Design Guidelines are attached as Exhibit "B" and provide for any deviations from
the underlying regulations of the Zoning Ordinance. In approving the SAP, the City
has determined that the uses and intensities of development permitted thereunder
are consistent with the Comprehensive Plan and the Existing Zoning.
(b) Intensity, Uses, and Building Heights.
(1) As of the Effective Date and the pursuant to the Ransom Everglades School
Upper Campus Special Area Plan, the intensity proposed for the SAP shall be
consistent with the intensities permitted by the Existing Zoning and are consistent
with the Comprehensive Plan.
(2) As of the Effective Date and the pursuant to the Ransom Everglades School
Upper Campus Special Area Plan, the Uses proposed for the SAP are permitted
by the Existing Zoning and are consistent with the Comprehensive Plan.
(3) As of the Effective Date and pursuant to the Ransom Everglades School Upper
Campus Special Area Plan, the Heights proposed for the SAP are permitted by
the Existing Zoning and are consistent with the Comprehensive Plan.
(c) Environmental. The City finds that the proposed development will maintain a
significant tree canopy in the area. The Parties agree that Ransom Everglades will
comply with the intent and requirements of Chapter 17 of the City Code.
Section 9. Project Approval.
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(a) Future Development Review. Future development within the Ransom Everglades
School Upper Campus Special Area Plan shall proceed pursuant to the process
established in the Regulating Plan and 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 substantial
compliance the Ransom Everglades School Upper Campus Special Area Plan,
(b) Prohibition on Downzoninq.
(1) The Comprehensive Plan, this Agreement, and the Ransom Everglades School
Upper Campus Special Area Plan shall govern the development of the Upper
Campus Properties designated part of the SAP 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 after a public hearing or as otherwise provided herein.
(2) Pursuant to Section 163.3233(3), Florida Statutes (2011), this prohibition on
downzoning supplements, rather than supplants, any rights that may vest to
Ransom Everglades under Florida or Federal law. As a result, Ransom
Everglades 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 10. Local Development Permits.
(a) The development of the Properties in accordance with the SAP is contemplated by
Ransom Everglades. Redevelopment of the Properties 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, including acting as an applicant. Such approvals include, without
limitation, the following approvals and permits and any successor or analogous
approvals and permits:
(1) Building permits;
(2) Certificates of use and/or occupancy;
(3) Stormwater Permits; and
(4) Any other official action of the City, County, or and other government agency
having the effect of permitting development of the Property.
(b) In the event that the City substantially modifies its land development regulations
regarding site plan approval procedures, authority to approve any plans, buildings, or
development on the Properties shall be vested solely in the City Manager, with the
recommendation of the Planning Director or any other relevant party. 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.
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Section 11. Consistency with Comprehensive Plan. The City finds that development of the
SAP is in conformity with the Existing Zoning and is consistent with the Comprehensive Plan. In
the event that the Existing Zoning or the Comprehensive Plan requires the School to provide
additional Public Facilities to accommodate the Project, the School will provide such Public
Facilities consistent with the timing requirements of Section 163.3180, Florida Statutes (2010).
The School shall be bound by the City impact fees and assessments in existence as of the date
of obtaining a building permit, per chapter 13 of the City Code.
Section 12. Necessity of Complying with Local Regulations Relative to Development Permits.
The Parties agree that the failure of this Agreement to address a particular permit, condition,
fee, term license or restriction in effect on the Effective Date shall not relieve the School of the
necessity of complying with the regulation governing said permitting requirements, conditions,
fees, terms, licenses, or restrictions.
Section 13. Archaeological. Due to the Project's location in a high probability Archaeological
Conservation Area, the City will require the School to obtain a Certificate to Dig, pursuant to
Chapter 23 of the City Code, to dig prior to any ground disturbing activities.
Section 14. Historical Environmental Preservation.
(a) Due to the contributing nature of the campus' specimen trees to the significance of
the site, the School shall present a tree survey provided by a certified arborist
describing size and condition of existing trees along with a tree protection plan, tree
disposition plan, and mitigation plan to the City's Chief of Environmental Resources
for approval.
(b) All design related to the built and natural resources of the site shall assure the
continued preservation of The Pagoda, the Paul Ransom Cottage, and the specimen
trees, based on the designation report's identification of them as contributing
resources.
Section 15. Seawall. The School shall be responsible for any repairs to the seawall in
compliance with the standards set forth by the Army Corps of Engineers, Miami 21, and the City
Code.
Section 16. Student Enrollment. The enrollment of full-time on -site students enrolled in
Ransom Everglades School Upper Campus has historically varied between approximately 150-
165 students per grade, due to attrition, international studies and market dynamics. For
purposes of this Agreement, the baseline student enrollment is 160 students per grade
("Baseline Enrollment") as of the Effective Date of this Agreement and Ransom Everglades
agrees not to deviate by more than three percent (3%) from this on -site Baseline Enrollment,
without seeking an amendment to this Development Agreement.
Section 17. Civic Space. The Civic Space designated on page B4.17 of the Concept Book
shall be open for use only during scheduled events and activities. These events include, but are
not limited to, state and regional athletic events, community athletic events, and Coral Gables
High School swim team events. Ransom Everglades School specifically reserves the right to
refuse access to any individual who has not received approval by the School and maintains the
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right to engage in reasonable security practices consistent with its operation as a school.
Access to the Civic Space on Ransom Everglades School Upper Campus will continue to be
through security gated access points on Main Highway exclusively. Ransom Everglades may
be allowed to close the Civic Space for an extended period of time in the event of security
concerns, damage to the facilities or other unforeseen circumstances upon Notice to the City.
Section 18. Job Creation and Employment Opportunities. The School shall consult with local
and state economic development entities regarding job training and job placement services for
area City residents seeking employment opportunities with potential employers, particularly
during construction of proposed new buildings.
Section 19. Periodic Review
(a) The School shall provide the City, on an annual basis, a status of the project in order
for the City to conduct an annual review of the Development. This requirement shall
commence twelve (12) months after the effective date.
(b) During its annual review, the City may ask for additional information not provided by
the School. Any information required of the School during the periodic review shall be
limited to that necessary to determine the extent to which the School 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 the School has
not proceeded in good faith to comply with the terms of the Agreement, the City may
terminate or amend this Agreement after providing thirty (30) days written notice to the
School pursuant to the provisions of Section 30 stated herein and shall commence a
public hearing before the City Commission.
Section 20. Emergency Management. The School shall ensure public safety and protection
of property within the coastal zone from the threat of hurricanes. The School will review the
Development's potential impact on evacuation times and shelter needs in the event of a
hurricane or similar natural disaster.
Section 21. Reservation of Development Rights.
(a) For the term of this Agreement, the City hereby agrees that it shall permit the
development of the Properties 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 in a manner consistent with (a) the Existing Zoning and/or the
Comprehensive Plan, (b) any zoning change subsequently requested or initiated by
Ransom Everglades in accordance with applicable provision 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 Ransom Everglades or its successors or
assigns to continue development of the Property in conformity with Existing Zoning
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and all prior and subsequent development permits or development orders granted by
the City.
Section 22. 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:
City Manager
City of Miami
3500 Pan American Drive
Miami FL, 33133
With a copy to:
City Attorney
Miami Riverside Center
444 S.W. 2nd Ave.,_9th Floor
Miami, FL 33130
To Ransom Everglades:
Ransom. Everglades School
3575 Main Highway
Coconut Grove, FL 33133
With Copies to:
Shubin and Bass
46 S.W. 1st St., 3`d Floor
Miami, FL 33130
(b) Any Party to this Agreement may change its notification address(es) by providing
written notification to the remaining parties pursuant to the terms and conditions of
this section.
Section 23. 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, including but not limited to Sections 163.3220-163.3242, Florida Statutes, 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
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any other legal rights, the City and Ransom Everglades shall each have the right to specific
performance of this Agreement in court. Each party shall bear its own attorney's fees. Each
party waives any defense, whether asserted by motion or pleading, that the aforementioned
courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal
jurisdiction of the aforementioned courts and irrevocably waive any objections to said
jurisdiction. The Parties irrevocably waive any rights to a jury trial.
Section 24. Voluntary Compliance. The Parties agree that in the event all or any part of this
Agreement is struck down by judicial proceeding or preempted by legislative action, the Parties
shall continue to honor the terms and conditions of this Agreement to the extent allowed by law.
Section 25. 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 26. Compliance with Applicable Law. Subject to the terms and conditions of
this Agreement, throughout the term of this Agreement, Ransom Everglades and the City shall
comply with all applicable federal, state, or local laws, rules, regulations, codes, ordinances,
resolutions, administrative orders, permits, policies, 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 27. 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 28. No Exclusive Remedies. No remedy or election given by any provision in
the Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible,
the remedies granted hereunder upon a default of the other party shall be cumulative and in
addition to all other remedies of law or equity arising from such even-t of default, except where
otherwise expressly provided.
Section 29. Failure to Exercise Rights not a Waiver: Waiver Provisions. The failure by either
party to promptly exercise any right arising hereunder shall not constitute a waiver of such right
unless otherwise expressly provided herein. No waiver or breach of any provision of this
Agreement 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 30. Events of Default.
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(a) Ransom Everglades shall be in default under this agreement if Ransom Everglades
fails to perform or breaches any term(s), covenant(s), or condition(s) of this
Agreement which is not cured within thirty (30) days after receipt of written notice
from the City specifying the nature of such breach; provided, however, that if such
breach cannot reasonable be cured within thirty (30) days, then Ransom Everglades
shall not be in default if it commences to cure such breach within thirty (30) days and
diligently prosecutes such cure to completion
(b) The City shall be in default under this Agreement if the City fails to perform or
breaches any term, covenant, or condition of this Agreement and such failure is not
cured within thirty (30) days after receipt of written notice from the Ransom
Everglades specifying the nature of such breach; provided, however, that if such
breach cannot reasonable by 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.
(c) It shall not be a default under this Agreement if either party is declared bankrupt by a
court of competent jurisdiction. All rights and obligations in this Agreement shall
survive such bankruptcy of either party. The Parties hereby forfeit any right to
terminate this Agreement upon the bankruptcy of the other party.
(d) The default of a successor or assignee of any portion of Ransom Everglades rights
hereunder shall not be deemed a breach by Ransom Everglades.
Section 31. 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, Ransom Everglades 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 32. 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 of 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 33. Assignment, Transfer, & Joinder. This Agreement shall be binding on Ransom
Everglades and its heirs, successors, and assigns, including the successor to or assignee. Any
such assignee shall assume all applicable rights and obligations under this Agreement.
Section 34. Obligations Surviving Termination Hereof. Notwithstanding and prevailing over
any contrary term of 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
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effect until the expiration of a one (1) year term following the earlier of the effective date of such
termination or expiration of the Term: (i) the exclusive venue and choice of law provision
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 35. Lack of Agency Relationship. Nothing contained herein shall be construed as
establishing an agency relationship between the City and Ransom Everglades and neither
Ransom Everglades nor its employees, agents, contractors, subsidiaries, divisions, affiliates, or
guests shall be deemed agents, instrumentalities, employees, or contractors of the City for any
purpose hereunder, and the City, its contractors, agents, and employees shall not be deemed
contractors, agents, or employees of Ransom Everglades or their subsidiaries, divisions, or
affiliates.
Section 36. Cooperation; Expedited Permitting; 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
approvals in an effort to assist Ransom Everglades in achieving its development and
construction milestones. The City will accommodate requests from Ransom
Everglades' general contractor and subcontractors for review of phased or multiple
permitting packages, such as 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 Ransom Everglades 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.
(b) Notwithstanding the foregoing, the City shall not be obligated to issue development
permits to the extent Ransom Everglades does not only comply with the applicable
requirements of the Existing Zoning, the Comprehensive Plan, this Agreement and
applicable building codes.
Section 37. Enforcement.
(a) In the event that Ransom Everglades, their successors, or assigns fail to act in
accordance with the terms of the Existing Zoning or this Agreement, the City shall
seek enforcement of said violation upon the subject property.
(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,
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IIPI-IIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL
CAN BE SEEN AT THE END OF THIS
DOCUMENT.
•
Second Reading Draft
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 38. Amendment or Termination by Mutual Consent. This Agreement may not be
amended or terminated during its term except by mutual agreement of Ransom Everglades and
the City and in writing. Prior to any amendment or termination of this Agreement during its term,
the City shall hold two (2) public hearings to consider and deliberate such amendment or
termination.
Section 39. Third Party Defense. The City and Ransom Everglades shall each, 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). The
City and Ransom Everglades 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 40. No Conflict of Interest. Ransom Everglades agrees to comply with Section 2-612
of the City Code as of the Effective Date, with respect to conflicts of interest.
Section 41. No Third -Party Beneficiary. No persons or entities other than Ransom
Everglades and the City, their heirs, permitted successors and assigns, shall have any rights
whatsoever under this Agreement.
Section 42. Counterparts. This Agreement may be executed in two (2) or more counterparts,
each of which shall constitute an original but all of which, when taken together shall constitute
one and the same agreement.
NOW, WHEREOF, the City and Ransom Everglades have caused this Agreement to be
duly executed.
[Signature Pages to Follow]
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DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL
CAN BE SEEN AT THE END OF THIS
DOCUMENT.
Second Reading Draft
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this _ day
of January, 2014.
RANSOM EVERGLADES SCHOOL, INC.
Witness Signature
By:
Witness Name NAME
STATE OF FLORIDA—COUNTY OF MIAMI-DADE
Theforegoing was acknowledged before me this day of 20 , by
, in his/her capacity as , on behalf
of Ransom Everglades School, Inc. He is personally known to me and did not take an oath.
(Stamp)
ATTEST:
Signature
CITY OF MIAMI, a municipal corporation
BY:
Todd Hannon, City Clerk Daniel J. Alfonso, City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
Victoria Mendez
City Attorney
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DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND RANSOM
EVERGLADES SCHOOL, INC. REGARDING DEVELOPMENT OF THE RANSOM
EVERGLADES SCHOOL UPPER CAMPUS PROJECT
HIS AGREEMENT is entered this _ day of - , 2014, by and between
RANSO ` EVERGLADES SCHOOL, INC., a Florida private school ("Ransom Everglades" or
"School"), nd the CITY OF MIAMI, FLORIDA, a municipal corporation and a political
subdivision •` .he State of Florida ("City"), (Ransom Everglades and the City together referred to
as the "Parties
WITNESSETH:
WHEREAS, R som Everglades holds fee simple title to approximately 11.45 acres +/-
of property located at 3'`-, 5 Main Highway within the City of Miami ("Upper School Campus");
and
WHEREAS, the prop , les which comprise the Ransom Everglades Upper School
Campus are more particularly i" -ntified on Exhibit "A" ("Properties" or "Upper School Campus
Properties"); and
WHEREAS, a process exists ithin the City's zoning code ("Miami 21") which allows
parcels of more than nine (9) abutting a es to be master planned to allow greater integration of
public improvements and infrastructure; t•' :-ncourage a variety of building heights, massing and
streetscape design; and to provide greater exibility so as to result in higher and specialized
quality buildings and streetscape design; and
WHEREAS, the result of this master plan • process is known as a "Special Area Plan"
("SAP"); and
WHEREAS, Section 3.9.1 of Miami 21 and the orida Local Government Development
Agreement Act, Florida Statutes, 163.3220 through 163. °.. 43, requires development within an
SAP to be governed by a Development Agreement betwee ' .he property owner(s) and the City;
and
WHEREAS, the City and Ransom Everglades wish for the Properties to have a Special
Area Plan Overlay pursuant to Section 3.9 of Miami 21; and
WHEREAS, this Development Agreement ("Agreement") sati ' .-s the requirement set
forth in Miami 21 and the Florida Statutes; and
WHEREAS, the City and Ransom Everglades wish for developme within the Upper
School Campus to proceed substantially in accordance with the Ransom E glades Special
Area Plan Regulating Plan and Concept Book attached as Exhibit "B" ("Regu':. ing Plan and
Concept Book"); and
WHEREAS, the property is designated Single Family Residential in t' .: Miami
Neighborhood Comprehensive Plan; and
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WHEREAS, the City and Ransom Everglades wish for development of the Project to
roceed in a manner which is consistent with the Comprehensive Plan; and
WHEREAS, the lack of certainty in the approval of development can result in a waste of
eco ' is and land resources, discourage sound capital improvement planning and financing,
escala the cost of housing and development, and discourage commitment to comprehensive
planning, nd
WH AS, assurance to Ransom Everglades that it may proceed in accordance with
existing laws - , • policies, subject to the conditions of a development agreement, strengthens
the public plann process, encourages sound capital improvement planning and financing,
assists in assuring ere are adequate capital facilities for the development, encourages private
participation in comp ensive planning, and reduces the economic costs of development; and
WHEREAS, the
, has authoriz
conditions set forth below, a
Agreement upon the terms and
Commission pursuant to Ordinance No. , adopted on
the City Manager to execute this Agreement upon the terms and
Ransom Everglades has been duly authorized to execute this
nditions set forth below.
NOW THEREFORE, in c
hereinafter contained, the Parties mut
sideration of the mutual covenants and agreements
Ily agree and bind themselves as set forth herein:
Section 1. Consideration. The Partie ereby agree that the consideration and obligations
recited and provided for under this Agreeme ., constitute substantial benefits to both Parties and
thus adequate consideration for this Agreeme
Section 2. Rules of Legal Construction.
For all purposes of the Agreement, unless oth ise expressly provided:
(a) A defined term has the meaning assigned to it,
(b) Words in the singular include the plural, and worin the plural include the singular;
(c) A pronoun in one gender includes and applies to o r genders as well;
(d) The terms "hereunder", "herein", "hereof", "hereto" a such similar terms shall refer
to the instant Agreement in its entirety and not to indivi•':.-I sections or articles;
(e) The Parties hereto agree that this Agreement shall not ' e more strictly construed
against either the City or Ransom Everglades, as all Pa es are drafters of this
Agreement; and
(f) The recitals are true and correct and are incorporated into an •` ade a part of this
Agreement. The attached exhibits shall be deemed adopted an.' ncorporated into
the Agreement; provided however, that this Agreement shall be dee ; d 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 all have
the meaning given in Miami 21.
"Agreement" means this Agreement between the City and Ransom Everglades
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"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.
C
Flori
(2011)
Statutes
omprehensive Plan" means the comprehensive plan known as the Miami
prehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163,
Statutes (2011), meeting the requirements of Section 163.3177, Florida Statutes
ection 163.3178, Florida Statutes (2011) and Section 163.3221(2), Florida
011), which is in effect as of the Effective Date.
"County" m
ns Miami -Dade County, a political subdivision of the State of Florida.
"Effective Date means the date of recordation of the executed, original version of this
Agreement.
"Existing Zoning"
Zoning Ordinance, th
time of the Effective Da
ans the zoning designation and regulations of the
ity Charter, and the City Code in effect as of the
of this Agreement.
"Land" means the earth, wa' , and air, above, below, or on the surface and includes
and improvements or structures stomarily regarded as land.
"Laws" means all ordinances, r-::.•lutions, regulations, comprehensive plans, land
development regulations, and rules ::opted by a federal, state, or local government
affecting the development of land.
"Parties" mean the Ransom Everglades
Agreement.
d the City who are all signatories to this
"Public Facilities" means major capital impro
transportation, sanitary sewer, solid waste, draina
and recreational, streets, parking and health systems
ments, including, but not limited to,
potable water, educational, parks
d facilities.
"Ransom Everglades" or "School" means Ransom Ev
school in the City of Miami, Florida.
lades School, Inc., a private
"Ransom Everglades School Upper Campus" means the 1 -5 acres +/- of property
located at 3575 Main Highway within the City of Miami.
"Special Area Plan" or "SAP" means the Ransom Everglades Sc' col Upper Campus
Special Area Plan, including the Regulating Plan and Concept Book.
Section 4. Purpose. The purpose of this Agreement is for the City to auth•ize Ransom
Everglades to redevelop the Ransom Everglades School Upper Campus pursuant the SAP.
This Agreement will establish, as of the Effective Date, the land development regulati• is which
will govern the development of the Ransom Everglades School Upper Campus, ereby
providing the Parties with additional certainty during the development process. This Agre- ' ent
satisfies the requirements of Section 3.9.1.f., Miami 21.
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ection 5. Intent. Ransom Everglades and the City intend for this Agreement to be
c.' strued and implemented so as to effectuate the purpose of the SAP, this Development
Agr ment, Existing Zoning, the Comprehensive Plan, and the Florida Local Government
Devel..'ment Agreement Act, s 163.3220 — 163.3243, Florida Statutes (2011).
Section Applicability. This Agreement only applies to the Ransom Everglades School
Upper Cam s Properties identified in Exhibit "A."
Section 7. m of Agreement, Effective Date and Binding Effect. This Agreement is
authorized and • : erned by Sections 163.3220-163.3242, Florida Statues, known as the
"Florida Local Gove ,. ment Development Agreement Act" and shall have a term of thirty (30)
years from the Effecti Date, and shall be recorded in the public records of Miami -Dade County
and filed with the City CI =- . The term of this Agreement may be extended by mutual consent of
the Parties subject to a p is hearing, pursuant to s. 163.3225, Florida Statutes (2011). This
Agreement shall become eff- ive on the Effective Date and shall constitute a covenant running
with the land that shall be bindi upon, and inure to, the benefit of the parties, their successors,
assigns, heirs, legal representati , and personal representatives.
Section 8. Permitted Developme Uses and Building Intensities.
(a) Ransom Everglades School AP Designation. The City has designated certain
Property within the District as Sub -Urban Transect Zone with a NCD-3 Coconut
Grove Neighborhood Conservatio' Iistrict Overlay on the official zoning Atlas of the
City, pursuant to the applicable prdures in Miami 21. The Regulating Plan and
Design Guidelines are attached as ibit "B" and provide for any deviations from
the underlying regulations of Miami In approving the SAP, the City has
determined that the uses and intensities development permitted thereunder are
consistent with the Comprehensive Plan and e Existing Zoning.
(b) Intensity, Uses, and Building Heights.
(1) As of the Effective Date and the pursuant to th--SAP, the intensity proposed for
the SAP shall be consistent with the intensities p: itted by the Existing Zoning
and are consistent with the Comprehensive Plan.
(2) As of the Effective Date and the pursuant to the SAP, , e Uses proposed for the
SAP are permitted by the Existing Zoning and t: consistent with the
Comprehensive Plan.
(3) As of the Effective Date and the pursuant to the SAP, the '`'-fights proposed for
the SAP are permitted by the Existing Zoning and are csistent with the
Comprehensive Plan.
(c) Environmental. The City finds that the proposed development will
significant tree canopy in the area. The Parties agree that Ransom Ever
comply with the intent and requirements of Chapter 17 of the City Code.
Section 9. Project Approval.
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aintain a
des will
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(a) Future Development Review. Future development within the SAP shall proceed
pursuant to the process established in the Regulating Plan and 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 SAP_
(b) rohibition on Downzonin
( - The Comprehensive Plan, this Agreement, and the SAP shall govern the
velopment of the Upper Campus Properties designated part of the SAP for the
tion of the Agreement. The City's laws and policies adopted after the
ve Date may be applied to the SAP only if the determinations required by
233(2), Florida Statutes (2011) have been made after 30 days written
ansom Everglades and at a public hearing or as otherwise provided
(2)
d
Effe
s. 16
notice t
herein.
Pursuant to
downzoning s
Ransom Evergl
Everglades may
development regulat
limited to, equitable es
accrue by virtue of Chap
construed as an agreeme
Ransom Everglades in the fu
Section 10. Local Development Permits.
ection 163.3233(3), Florida Statutes (2011), this prohibition on
plements, rather than supplants, any rights that may vest to
es under Florida or Federal law. As a result, Ransom
hallenge any subsequently adopted changes to land
s based on (i) common law principles including, but not
pel and vested rights, or (ii) statutory rights which may
70, Florida Statutes (2011). This section shall not be
by the City to any challenge that may be raised by
e.
(a) The development of the Properties in a
Ransom Everglades. Redevelopment
permits or approvals from the City, County,
division thereof. Subject to required legal
make a good faith effort to take all reasonable
all such approvals, including acting as an applica
include, without limitation, the following approvals
analogous approvals and permits:
(1) Building permits;
(2) Certificates of use and/or occupancy;
(3) Stormwater Permits; and
(4) Any other official action of the City, County, or and othe
having the effect of permitting development of the Property.
(b) In the event that the City substantially modifies its land develo
ordance with the SAP is contemplated by
the Properties may require additional
tate, or Federal government and any
cess and approvals, the City shall
ps to cooperate with and facilitate
or co -applicant. Such approvals
a permits and any successor or
overnment agency
ent regulations
regarding site plan approval procedures, authority to approve any pla ,, buildings, or
development on the Properties shall be vested solely in the City Man er, with the
recommendation of the Planning Director or any other relevant party. A such site
plan shall be approved if it meets the requirements and criteria of the xisting
Zoning, the Comprehensive Plan and the terms of this Agreement.
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ection 11. Consistency with Comprehensive Plan. The City finds that development of the
S is in conformity with the Existing Zoning and is consistent with the Comprehensive Plan. In
the ent that the Existing Zoning or the Comprehensive Plan requires the School to provide
additi• I Public Facilities to accommodate the Project, the School will provide such Public
Facilitie onsistent with the timing requirements of Section 163.3180, Florida Statutes (2010).
The Scho•. hall be bound by the City impact fees and assessments in existence as of the date
of obtaining •uilding permit, per chapter 13 of the City Code.
Section 12. essit of Com.l in. with Local Re•ulations Relative to Development Permits.
The Parties agree at the failure of this Agreement to address a particular permit, condition,
fee, term license or triction in effect on the Effective Date shall not relieve the School of the
necessity of complyin• ith the regulation governing said permitting requirements, conditions,
fees, terms, licenses, or rictions.
Section 13. Archaeologic. Due to the Project's location in a high probability Archaeological
Conservation Area, the City wi -quire the School to obtain a Certificate to Dig, pursuant to
Chapter 23 of the City Code, to d •rior to any ground disturbing activities.
Section 14. Historical Environmen <, Preservation.
(a) Due to the contributing nate of the campus' specimen trees to the significance of
the site, the School shall prent a tree survey provided by a certified arborist
describing size and condition o fisting trees along with a tree protection plan, tree
disposition plan, and mitigation pl. '; to the City's Chief of Environmental Resources
for approval.
(b) All design related to the built and n: ral resources of the site shall assure the
continued preservation of the Pagoda, th Paul Ransom Cottage, and the specimen
trees, based on the designation report' identification of them as contributing
resources.
Section 15. Seawall. The School shall be responsible for
compliance with the standards set forth by the Army Corps of
City Code, and Miami 21.
Section 16. Periodic Review
(a) The School shall provide the City on an annual basis a state{:• of the project in order
for the City to conduct an annual review of the Development. `_. is requirement shall
commence twelve (12) months after the Effective Date.
repairs to the seawall in
ineers, the City Charter, the
(b) During its annual review, the City may ask for additional information .ot provided by
the School. Any information required of the School during the periodic r- .'ew shall be
limited to that necessary to determine the extent to which the School is p eeding in
good faith to comply with the terms of this Agreement.
(c) If the City finds on the basis of competent substantial evidence that the Schoo" as
not proceeded in good faith to comply with the terms of the Agreement, the City
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terminate or amend this Agreement after providing 30 days written notice to the School
pursuant to the provisions of Section 32 stated herein and shall commence a public
earing before the City Commission.
Section 17. mer•enc Mana•ement. The School shall ensure public safety and protection of
property with! the coastal zone from the threat of hurricanes. The School will review the
Project's potenti impact on evacuation times and shelter needs in the event of a hurricane.
Section 18. Res- ation of Develo
ment Ri. hts.
(a) For the ter of this Agreement, the City hereby agrees that it shall permit the
development >f the Properties in accordance with the Existing Zoning, the
Comprehensive ' an and the Agreement.
(b) Nothing herein sh: , prohibit an increase in the density or intensity of development
permitted in the SA in a manner consistent with (1) the Existing Zoning and the
Comprehensive Plan, '-•) any zoning change subsequently requested or initiated by
Ransom Everglades in L, ordance with applicable provision of law or (3) any zoning
change subsequently ena d by the City.
(c) The expiration or terminatio •f this Agreement shall not be considered a waiver of,
or limitation upon, the rights, i `` uding, but not limited to, any claims of vested rights
or equitable estoppel, obtained s held by Ransom Everglades or its successors or
assigns to continue development •.. the Property in conformity with Existing Zoning
and all prior and subsequent develo•ent permits or development orders granted by
the City.
Section 19. Notices.
(a)
All notices, demands and requests which ma
shall, except as otherwise expressly provide
personal service or sent by United States Registe
requested, postage prepaid, or by overnight exp
Express, to the parties at the addresses listed below.
this Agreement shall be deemed given when received.
taken hereunder which fall on Saturday, Sunday, or U
shall be deemed to be performed timely when taken
thereafter which shall not be a Saturday, Sunday, or legal holi
To the City:
City Manager
City of Miami
3500 Pan American Drive
Miami FL, 33133
With a copy to:
City Attorney
Miami Riverside Center
Page 7 of 13
r are required to be given hereunder
be in writing and delivered by
d or Certified Mail, return receipt
ss delivery, such as Federal
ny notice given pursuant to
ny actions required to be
d States legal holidays
the succeeding day
Su
STITUTED
444 S.W. 2nd Ave., 9th Floor
Miami, FL 33130
To Ransom Everglades:
Ransom Everglades School
3575 Main Highway
Coconut Grove, Florida 33133
h Copies to:
Shubin and Bass
46 S.W. 1st St., 3rd Floor
Miami, FI 33130
DRAFT
(b) Any Party this Agreement may change its notification address(es) by providing
written notific=:.'on to the remaining parties pursuant to the terms and conditions of
this section.
Section 20. Exclusive Venu-.. Choice of Law S•ecific Performance. It is mutually understood
and agreed by the parties heret•' hat this Agreement shall be governed by the laws of the State
of Florida, including but not limiter; to Sections 163.3220-163.3242, Florida Statutes, and any
applicable federal law, both as to int •retation 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 tState of Florida or federal courts and venue for any
such actions shall lie exclusively in a cou competent jurisdiction in the County. In addition to
any other legal rights, the City and Ranso Everglades shall each have the right to specific
performance of this Agreement in court. Eac •arty shall bear its own attorney's fees. Each
party waives any defense, whether asserted b otion or pleading, that the aforementioned
courts are an improper or inconvenient venue. M• over, the Parties consent to the personal
jurisdiction of the aforementioned courts and it ocably waive any objections to said
jurisdiction. The Parties irrevocably waive any rights to ury trial.
Section 21. Voluntary Compliance. The Parties agree -t in the event all or any part of this
Agreement is struck down by judicial proceeding or preempby legislative action, the Parties
shall continue to honor the terms and conditions of this Agree t to the extent allowed by law.
Section 22. No Oral Change or Termination. This Agree ' ;-nt and the exhibits and
appendices appended hereto and incorporated herein by reference, any, constitute the entire
Agreement between the Parties with respect to the subject matte ereof. This Agreement
supersedes any prior agreements or understandings between the Pa -s with respect to the
subject matter hereof, and no change, modification, or discharge hereof in hole or in part shall
be effective unless such change, modification or discharge is in writing and . • ned by the party
against whom enforcement of the change, modification or discharge is sough ` This Agreement
cannot be changed or terminated orally.
Section 23. Compliance with Applicable Law. Subject to the terms and condi'•.•ns of this
Agreement, throughout the Term of this Agreement, Ransom Everglades and the ity shall
comply with all applicable federal, state, or local laws, rules, regulations, codes, ord _-nces,
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esolutions, administrative orders, permits, policies, and procedures and orders that govern or
to to the respective Parties' obligations and performance under this Agreement, all as they
ma be amended from time to time.
Sectio 24. Representations; Representatives. Each party represents to the others that this
Agreem- has been duly authorized, delivered and executed by such party and constitutes the
legal, valid, nd binding obligation of such party, enforceable in accordance with its terms.
Section 25. o Exclusive Remedies. No remedy or election given by any provision in the
Agreement shal •e deemed exclusive unless expressly so indicated. Wherever possible, the
remedies granted 'ereunder upon a default of the other party shall be cumulative and in
addition to all other : edies of law or equity arising from such even-t of default, except where
otherwise expressly pr. ided.
Section 26. Failure to -rcise Ri•hts not a Waiver: Waiver Provisions. The failure by either
party to promptly exercise a right arising hereunder shall not constitute a waiver of such right
unless otherwise expressly p',vided herein. No waiver or breach of any provision of this
Agreement shall constitute a ='ver of any subsequent breach of the same or any other
provision hereof, and no waiver sh:` be effective unless made in writing.
Section 27. Events of Default.
(a)
(b)
(c)
(d)
Ransom Everglades shall be i
fails to perform or breaches
Agreement which is not cured with
City specifying the nature of such b
cannot reasonably be cured within 30
default if it commences to cure such brea
such cure to completion
The City shall be in default under this Agr
breaches any term, covenant, or condition of th
cured within 30 days after receipt of written no
specifying the nature of such breach; provided, ho
reasonably by cured within 30 days, the City shall not
cure such breach within 30 days and diligently prosecute
It shall not be a default under this Agreement if either part
court of competent jurisdiction. All rights and obligations
survive such bankruptcy of either party. The parties hereb
terminate this Agreement upon the bankruptcy of the other part
not absolve Ransom Everglades of any of its obligations pursuan
should it declare bankruptcy, including but not limited to ensuring tha
sites, buildings, structures, and excavation sites are safe.
The default of a successor or assignee of any portion of Ransom Everg
hereunder shall not be deemed a breach by Ransom Everglades.
Section 28. Remedies Upon Default.
Page 9 of 13
efault under this agreement if Ransom Everglades
term(s), covenant(s), or condition(s) of this
30 days after receipt of written notice from the
ach; provided, however, that if such breach
s, then Ransom Everglades shall not be in
within 30-days and diligently prosecutes
ment if the City fails to perform or
Agreement and such failure is not
e from the Ransom Everglades
er, that if such breach cannot
in default if it commences to
uch cure to completion.
declared bankrupt by a
this Agreement shall
forfeit any right to
This section does
the City Code
II construction
es rights
fir
STITUTE D
DRAFT
(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, Ransom Everglades 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
lief, or any other relief other than termination of this Agreement.
Section 29. ,everability. If any term or provision of this Agreement or the application thereof
to any person circumstance shall, to any extent, hereafter be determined to be invalid or
unenforceable, th emainder of this Agreement or the application of such term of provision to
persons or circumst ces other than those as to which it is held invalid or unenforceable shall
not be affected thereb nd shall continue in full force and effect.
Section 30. Assiqnmen Transfer, & Joinder. This Agreement shall be binding on Ransom
Everglades and its heirs, ccessors, and assigns. Any such assignee shall assume all
applicable rights and obligatio under this Agreement.
Section 31. Obligations Surviv _q Termination Hereof. Notwithstanding and prevailing over
any contrary term of provision con ined herein, in the event of any lawful termination of this
Agreement, the following obligations .II survive such termination and continue in full force and
effect until the expiration of a one (1) y-., term following the earlier of the effective date of such
termination or expiration of the Term: the exclusive venue and choice of law provision
contained herein; (b) rights of any party : sing during or attributable to the period prior to
expiration or earlier termination of this Agreement; and (c) any other term or provision herein
which expressly indicates either that it survives ': e termination or expiration hereof or is or may
be applicable or effective beyond the expiration or -rmitted early termination hereof.
Section 32. Lack of Agency Relationship. Nothin• . ontained herein shall be construed as
establishing an agency relationship between the Cit .nd Ransom Everglades and neither
Ransom Everglades nor its employees, agents, contracto subsidiaries, divisions, affiliates, or
guests shall be deemed agents, instrumentalities, employee, or contractors of the City for any
purpose hereunder, and the City, its contractors, agents, an• -mployees shall not be deemed
contractors, agents, or employees of Ransom Everglades or eir subsidiaries, divisions, or
affiliates.
Section 33. Cooperation: Expedited Permitting and Time is of the ence.
(a) The Parties agree to cooperate with each other to the full exte practicable pursuant
to the terms and conditions of this Agreement. The Parties agr= - that time is of the
essence in all aspects of their respective and mutual responsibiliti . pursuant to this
Agreement. The City shall use its best efforts to expedite the •ermitting and
approvals in an effort to assist Ransom Everglades in achieving its de < - lopment and
construction milestones. The City will accommodate requests fr•' i Ransom
Everglades' general contractor and subcontractors for review of phased multiple
permitting packages, such as those for excavation, site work and fou _ ations,
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building shell, core, and interiors. In addition, the City will designate and 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 Ransom Everglades 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
'ty which have the authority or right to review and approve all applications for such
pe its and licenses.
(b) No hstanding the foregoing, the City shall not be obligated to issue development
permit to the extent Ransom Everglades does not only comply with the applicable
requirem is of the Existing Zoning, the Comprehensive Plan, this Agreement, the
applicable ilding codes, or any other Laws.
Section 34. Enforcem t.
(a) In the event that
accordance with th
City shall seek enforc
(b) Enforcement of this A
violating, or attempting t
prevailing party in any acti
shall be entitled to recover,
such sum as the Court may
attorney.
(c) This enforcement provision shall
law, in equity or both.
ansom Everglades, their successors, and/or assigns fail to act in
terms of the Existing Zoning, the SAP, or this Agreement, the
ent of said violation upon the subject property.
ement shall be by action against any parties or person
violate, any covenants set forth in this Agreement. The
or suit pertaining to or arising out of this Agreement
addition to costs and disbursements allowed by law,
a• dge to be reasonable for the services of his/her/its
b in addition to any other remedies available at
Section 35. Amendment or Termination b Mut I Consent. This Agreement may not be
amended or terminated during its term except by mut ` agreement of Ransom Everglades and
the City. Prior to any amendment or termination of this reement during its term, the City shall
hold two (2) public hearings to consider and deliberate suc amendment or termination.
Section 36. Third Party Defense. The City and Ransom Erglades shall each, at their own
cost and expense, vigorously defend any claims, suits or de nds brought against them by
third parties, challenging the Agreement or the Project, or objting to any aspect thereof,
including, without limitation, (a) a consistency challenge pursuant t . Section 163.3215, Florida.
Statutes (2011), (b) a petition for writ of certiorari, (c) an action for d aratory judgment, or (d)
any claims for loss, damage, liability, or expense (including reasonab'' attorneys' fees). The
City and Ransom Everglades shall promptly give the other written noticof any such action,
including those that are pending or threatened and all responses, filings,., nd pleadings with
respect thereto.
Section 37. No Conflict of Interest. Ransom Everglades agrees to comply withection 2-612
of the City Code as of the Effective Date, with respect to conflicts of interest.
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ection 38. No Third -Party Beneficiary. No Persons or entities other than Ransom
rglades and the City, their heirs, permitted successors and assigns, shall have any rights
oever under this Agreement.
Section . 9. Counterparts. This Agreement may be executed in two (2) or more counterparts,
each of w'.ch shall constitute an original but all of which, when taken together shall constitute
one and the me agreement.
NOW, EREOF, the City and Ransom Everglades have caused this Agreement to be
duly executed.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this day
o anuary, 2014.
RAN `=' M EVERGLADES SCHOOL, INC.
Witness Si. .ture
By:
Witness Name NAME
STATE OF FLORIDA — COU Y OF MIAMI-DADE
The foregoing was acknowled• yd before me this day of 20 , by
, i is/her capacity as , on behalf
of Ransom Everglades School, Inc. e is personally known to me and did not take an oath.
(Stamp)
ATTEST:
Todd Hannon, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
Victoria Mendez
City Attorney
Signature
BY:
Daniel J. Alfons City Manager
OF MIAMI, a municipal corporation
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