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HomeMy WebLinkAboutSubmittal by Law Dept. - Development Agreement Draft - Revisions PendingThis Instrument Was Prepared By, Record and Return To: Ryan D. Bailine, Esq. Greenberg Traurig, P.A. 333 S.E. 2" Avenue Suite 4400 Miami, Florida 33131 (Reserved) ' \7 AMENDED AND RESTATE[ \rDEVELOPMENT AGREEMENT BETWEEN CITY OI MIAMI AND MIAMI 4LL WORLDCENTER GROUP,C, .AND AFFILIATES AND SUBSIDIARIES OF MIAMIWORLDCENTER GROUP, LLC, INCLUDING PW,V ;,GROUP 1 HOLDINGS, LLC, MIAMI FIRST, LLC; M AMI SECOND, LLC, MIAMI THIRD, LLC, MIAMh FOURTH LLC AND MIAMI AJI, LLC, AND FORBES MIAMI NE 1ST AVENUE, LLC, REGARDING,.'A DEVELOPMENT OF THE MIAMI WORLDCENTER `MIXED -USE PROJECT -µa THIS AMENDEDAND RESTATED DEVELOPMENT AGREEMENT ("Amended Agreement") is entered his day of 2014, by and between MIAMI WORLDCENTER GROUP, LLC., a Florida limited liability company ("MWC") and the undersigned affiliates and subsidiaries of MWC (collectively, "Developer"), and the CITY OF MIAMI, F1 pR..f3 , a municipal corporation and a political subdivision of the State of Florida ("City",,hereinaAe'r the Developer and the City may be referred to as the "Parties");"Z, W ITNESSETH: `'WHEREAS, on or about November 13, 2008, the City Commission ("Commission") approved the Rezoning of the parcels located in the City, generally bounded by NE 11th Street on the North, NE 6th Street on the South, NE 2nd Avenue on the East, and North Miami Avenue on the West, ("MWC District") to SD-16.3 ("Existing Zoning") through Ordinance No. 13039, a copy of which is attached as Exhibit "A" ("Rezoning"); MWC Development Agreement — Second Reading DRAFT 09/4425/2014 v143 MIA 181091039v MIA 131-049037v.11 MIA 184107861v1 MIA 184108805v1 Page I TEM ?Z. ON (iaq )14 08-01015da1 - Submittal by Law Department - Development Agreement Draft - Revisions Pending WHEREAS; on or about November 3, 2009, the Developer and the City entered into that certain Development Agreement between the Parties ("Initial Agreement"), which was approved by the Commission on or about November 13, 2008 through Resolution No. 08-0658, a copy of which is attached as Exhibit "B" (collectively, "Approval Resolution"); WHEREAS, on or about May 20, 2010, the City implemented a new zoning ordinance commonly referred to as "Miami 21," to which the Existing Zoning was incorporated as Appendix "D"; WHEREAS, consistent with the Approval Resolution and the Rezoning the City remains committed to facilitating the (re)development of the MWC District wlth a large-scale urban infill development to be completed in one or more phases, which'. development shall include multiple public open spaces, enhanced pedestrian and vehicular circ I tion areas, and enhanced access to mass transit facilities; . WHEREAS, since the time the Commission unanimously adopted the Approval Resolution and the Rezoning, certain modifications and refinements to the master site plan and development program for the Miami WorldCenter Mixed -Used Project ("Project") have been made (collectively, "Refinements"); WHEREAS, the Developer contemplatest'.that the Project, consistent with the Refinements, will be developed substantially consistent with the Conceptual Site Plan attached as Exhibit "C" ("Site Plan"); WHEREAS, a significant aount, Of public open space is being proposed by the Developer in order to distinguish-, elements and components of the Project and substantially increase the amount of public open `space in the City's downtown core, to the benefit of the City; WHEREAS, in orderforvthe Developer to pursue approval of the Site Plan for the Project, the Refinements must be approved by the Commission, which approval requires the City to amend and restate the Initial Agreement, and modify the Regulations and Development Standards as foundhAppendix D of Miami 21 for the MWC District. The modified and amended Regtilatibns and Development Standards are attached as Exhibit "D" ("Development Standards")wThis'FAmended Agreement and the Development Standards are herein collectively referred to as the "MWC District Regulations"; WHEREAS, upon approval by the Commission of the MWC District Regulations, including all attachments and exhibits, the Developer intends to pursue approval of a Site Plan in accordance with the Development Standards; WHEREAS, the Developer holds fee simple title to that certain assemblage of real property located in the MWC District, legal descriptions of which are attached as Exhibit "E" (collectively, "Property"); MWC Development Agreement — Second Reading DRAFT 09/4-725/2014 v 14 MIA 181091039v MIA 131099087\ 11 MIA 184107861v1 MIA 184108805v1 Page 2 WHEREAS, the Property is located within the Southeast Overtown Park West Development of Regional Impact ("SEOPW DRI") and the Southeast Overtown Park West Community Redevelopment Area ("CRA"); WHEREAS, at the time the Approval Resolution and the Rezoning were approved, the SEOPW DRI had insufficient Development Capacity ("Capacity") to accommodate the P,r,oject; WHEREAS, on or about September 26, 2013, the SEOPW DRI was modified to include additional Capacity to accommodate the Project, consistent with the Site Plan; WHEREAS, on or about January 21, 2014, the State of Florida, specifically the Department of Economic Opportunity ("DEO"), confirmed that Increment 111 was in full force and effect; 'v WHEREAS, the lack of certainty with respect to the appro,al ofa'development of a size, scale, and intensity similar to the Project can create a waste of ce onomic and real property resources, discourage capital improvement planning and financing, escalate the cost of construction, and undermine private sector commitment to large-scale urban infill (re)development; WHEREAS, assurances to a developer thatcan proceed in accordance with existing laws and policies, subject to the conditions, f'aegotiated development agreement, strengthens economic confidence in the public planngprocess, encourages sound capital improvement planning and financing, assists in promoting the availability of adequate capital facilities for development projects, encourages private sector participation in comprehensive planning, and creates economic efficiencies with'respect to development costs; WHEREAS, pursualiftto' Ordinance No. adopted on or about September 29, 2014, the Commission authorized the City Manager to execute this Amended Agreement on behalf of the City, containing the terms, conditions and obligations set forth below; 6° WHEREAS the Managing Members or Boards of Directors of the Developer, including their parent or (controlling entities, have authorized the Developer to execute this Amended Agreement containing the terms, conditions, and obligations set forth below; ..`�v WHEREAS, the Parties mutually desire for the Property to be developed as shown on the: -Site Plan attached as Exhibit "C" and in accordance with the Development Standards attached as Exhibit "D", and also consistent with the terms, conditions, and mutual obligations contained in this Amended Agreement; MWC Development Agreement — Second Reading DRAFT 09/4- 25/2014 v14-3 MIA 131091039v MIA 181099087\11 MIA 184107861v1 MIA 184108805v1 Page 3 NOW, THEREFORE, in consideration of the mutual covenants, obligations, and conditions hereinafter contained, the Parties mutually agree and bind themselves as detailed below: The above recitals are true and correct and are incorporated into and made a part of this Amended Agreement by reference. Additionally, all attached exhibits shall be deemed adopted and incorporated into this Amended Agreement; provided, however, that the terms of\this Amended Agreement shall be deemed to control in the event of a conflict betweenthe exhibits and this Amended Agreement. This Amended Agreement and all Exhibits attachedthereto shall amend, restate, replace, correct, and supersede the Initial Agreement together with the Exhibits attached thereto. In the event of a conflict between this Amended Agreement and the Development Standards, the Development Standards shall control. Section 1. Purpose and Intent of Amended Agreement. (a) The Developer and the City intend fortthi's Amended Agreement to be construed and implemented so as .to effectuate the purpose of this Amended Agreement and the puiposeand intent of the Florida Local Government Development Agreement*Act, Sections 163.3220 - 163.3243, Florida Statutes (2013). (b) This Amended Agreementwill establish certain conditions which will result in the Developer;,providing Public Open Spaces (as hereinafter referenced) to theCity,;and to establish, as of the Effective Date (as hereinafter defined) the development regulations which will govern development, 'of '-'the Project throughout the term of this Amended Agreemen?e'This Amended Agreement will provide the Parties with certainty, ,dunng the development process. Section 2. Mutual Consideration. The Parties agree that the consideration and obligations recited and provided for under this Amended Agreement collectively constitute substantial benefits to both Parties and are, therefore, adequate consideration for this Amended Agreement. This\cov pant shall be binding upon, and inure to, the benefit of the Parties, including their uccessors, assigns, heirs, legal representatives, and personal representatives. This provision shall survive the termination of this Amended Agreement. Sction 3. Construction of Amended Agreement. -For all purposes of this Amended Agreement, unless otherwise expressly provided: (a) A defined term has the meaning assigned to it; (b) The singular shall include the plural, and words or terms in plural shall include the singular; MWC Development Agreement — Second Reading DRAFT 094725/2014 v14 MIA 131091039v MIA 181099087v11 MIA 184107861v1 MIA 184108805v1 Page 4 (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 this Amended Agreement; (e) The Parties agree that this Amended Agreement shall not be more or less strictly construed against either; it being the intent of the Parties that the City and the Developer, including their agents and attorneys have participated equally in the drafting of this Amended Agreement Section 4. Definitions. "Amended Agreement" means this Amended and Restated Devel pment Agreement between the City and the Developer. "City" means the City of Miami, a municipal corpora6oland4 political subdivision of the State of Florida, together with all departments, agencies, andliiinstrumentalities subject to the jurisdiction thereof. �. "Comprehensive Plan" means the comprehe nslve plan adopted by the City pursuant to Chapter 163, Florida Statutes (2013), meeting ;the requirements of Section 163.3177, Florida Statutes (2013), Section 1633178, Florida Statutesp(2013), and Section 163.3221(2), Florida Statutes (2013), which is in effect as of the;Effeccttive Date. "County" means Miami -Dade County; a political subdivision of the State of Florida. "Effective Date" means the date of recordation of the executed version of this Agreement. "Property Interest" means any interest or rights in real property or appurtenances of the Property, including but ,ribt limited to, fee simple, leasehold, condominium, transferable development rights�or air rights, easements, and licenses, however acquired, including any interests or right in er al property acquired through foreclosure, deed in lieu of foreclosure, or any other realization on a security interest in real property. Without limiting the foregoing, a CommunityD'evelopment District or a master property owners' association with appropriate authority rela[mg to one (1) or more of the properties comprising the Property shall be deemed to holld,a. Property Interest. `Public Facilities" means major capital improvements intended to be owned by the City or a governmental agency, including but not limited to, transportation, sanitary sewer, solid waste, drainage, potable water, educational, parks and recreational, streets, parking, and health systems and facilities. Section 5. Term and Effective Date. This Amended Agreement shall have a term of Thirty (30) years beginning on the Effective Date. The term of this Amended Agreement may be MWC Development Agreement — Second Reading DRAFT 09/4-725/20I4 v143 Page 5 MIA 181091039v MIA 181099087v11 MIA 184107861v1 MIA 184108805v1 extended for successive Thirty (30) year periods by mutual consent of the City and the Developer pursuant to Section 163.3229, Florida Statutes (2013), unless modified or terminated by a written instrument executed by the Developer, including successors or assigns of the Developer which own the Property or any portion thereof, which instrument has been approved by the Commission after two (2) public hearings or any other legally required authority. This Amended Agreement shall become effective on the Effective Date and shall constitute a covenant running with the land. Section 6. Permitted Development Uses and Building Intensities. (a) MWC District Designation. The City has designated -the area generally bound by NE 11th Street on the North, NE 6th Street on,,the South, NE 2nd Avenue on the East, and North Miami AvenuRon*the*West as SD-16.3 on the official zoning atlas of the City. As p rt ofethe Rezoning, the City previously confirmed that the uses, intensities; and densities proposed for development within the Project are co sistent/with the uses, intensities, and densities permitted in the Development'Standards. (b) Density, Intensity, Uses, and Building`°Heights. (1) As of the Effective -Date and pursuant to the MWC District Regulations, theedensity permitted on the Property is Five Hundeedo(500) units per acre. The development intensity pe,rmitted.a on the Property has a base Floor Lot Ratio (RLR' )'of 18. Any intensity above FLR of 18 is subject to ,, participation in or compliance with the Public Benefits 'requirements contained in Article 3, Section 3.14 of Miami 21. The net lot area of all land owned by the Developer, located in the MWC District, prior to dedications is 23 +/- acres, or 1,001,880 +/- square feet. (2) Non-residential uses permitted on the Property include, but are not limited to the following: office, hotel, retail, restaurant, entertainment, convention space, academic space, vocational or similar educational space, one or more culinary schools including training and ancillary facilities, art galleries and studios, and any other uses permitted under the MWC District Regulations and Miami 21. (3) The height for any development on the Properties shall be regulated by the MWC District Regulations and the Comprehensive Plan. MWC Development Agreement — Second Reading DRAFT 09/ 25/2014 v144 MIA 131091039v MIA 181099087v11 MIA 184107861v1 MIA 184108805v1 Page 6 (4) Nothing herein shall prohibit an increase in the density or intensity to the level of development permitted on the Property in a manner consistent with (ai) the MWC District Regulations, and the Comprehensive Plan, (bii) any zoning change subsequently approved by the City Commission in accordance with applicable provisions of law, or (eiii) any change to the Regulations, the City's zoning atlas or future amendments to Miami 21. Section 7. Construction of Encroachments within City Owned Public Rights -of -Way. The City finds that the construction of encroachments in and above the public riglts=of-way will not unduly restrict the use of such public rights -of -way and is a necessaryand essential element in the future construction of pedestrian walkways or commercial uoses.,jn; above, or below such public rights -of -way. The adoption of this Amended Agreemet halIl serve to satisfy the requirements set forth in Section 55-14(b) of the City's Code .of Ordinances ("Code"). NotwithGtanding the _e nts of Section 55-14(c) of the Code and because of the benefits b received by the City pursuant to this Amended Agreement, the City ag ecs to waive any and all claims to requires a payment of a user fee in connection with the construction of the aforementioned encroachments into and. above, and below the public rights -of -way which MWC shall be responsible for paying In consideratioftfor\authorizing the future construction of the aforementioned encroachments, the Developer<further covenants to: (a) Maintain any above grade=pedestrian walkways or similar above -grade spaces and below=grade vehicular underpasses in accordance with the Florida Building`Code the City Charter, the City Code, and any other applicable'federa ,, state, or local statutes, laws, rules, orders, or regulation s (b) Provide'an insurance policy, in an amount reasonably determined by the City,.'s Risk Management Department, naming the City as an additional insured for public liability and property damage. The insurance shall 'remain in effect for as long as the encroachment(s) exist in the public rights -of -way. Should the Developer or the Developer's successors fail to continue to provide the insurance coverage, the City shall have the right to secure a replacement insurance policy in its name and place a special assessment lien against the specific parcel or parcels subject to this Amended Agreement, for which such insurance has lapsed or expired but not against any other parcel that is subject to this Amended Agreement, for the total cost of the premium. (c) The Developer shall hold harmless and indemnify the City, its officials, and its employees from any claims for damage or loss to property and injury to persons of any nature whatsoever arising out of the use, construction, maintenance, or removal of the pedestrian walkways and MWC Development Agreement— Second Reading DRAFT 09/+25/2014 v143 MIA 181091039v MIA 181099087v 11 MIA 184107861v1 MIA 184108805v1 Page 7 vehicular underpasses and from and against any claims which may arise out of the granting of permission for the encroachment(s) or any activity performed under the terms of this Amended Agreement, except in any event for any claims for damages or loss to property and injury to persons caused by the City or its officials. Within the MWC District, there are certain rights -of -way, including portions ;of NE 2 Avenue, NE 1' Avenue, and North Miami Avenue, which are owned and mairitained by the County. Notwithstanding the foregoing, nothing contained inthis:.Amended Agreement shall be construed or interpreted to grant the DeveloPer� Proval(s) to encroach over any rights -of -way not owned by the City. Section 8. Signs. (a) The Project will require a Master Sign Package of.a Special Sign Package (collectively, "Sign Package") to accomplish'the following goals: (-il) moving pedestrians and vehicle traffic throughout the MWC District safely and efficiently and (i-i2) properly=dentifying the MWC District, the Project and various tenants, eye and components within the Project, including, but not limited'-to;\residents, guests, visitors, and motorists along surrounding thoroughfares. {1� _The Sign Package will-tnctude, but is not limited to, the following sign types: (il) directio \l.\signs; (i-i2) ground signs; (4-43) wall signs; (ill) monument signs;°(v5)yway-finding signs; (v46) towcr signs; and (vii7) and on -site commercial signs, defined as Class Signs in the Code and Miami 21`, some or all of which may incorporate LCD, LED, or similar electronic technology consistent with the Development Standards. Tower signs shall -not he allowed to have LCD, LED. or similar technology shall ,,not be allowed above six feet. Commercial advertisin2 signs. Class C Signs, murals, billboards, and media towers as defined in the Code and Miami 21 shall not be authorized pursuant to this Amended .1_reement. . This Amended Agreement shall not be deemed or otherwise construed to \ ;;' approve or authorize the placement and/or location of commercial advertising signs, Class C Signs, murals, billboards, or media towers as 'defined in the Code or Miami 21 within the MWC District. The placement, location, and specifications of any commercial advertising sign, Class C Sign, mural, billboard, or media tower, if authorized permitted by the Code or Miami 21, shall be approved as required by the Code ae4 or Miami 21 at the time a permit application is filed with the ;City' MWC Development Agreement — Second Reading DRAFT 09/-1 25/2014 v144 M1:\ 184091039v MIA 131099087v11 MIA 184107861v1 MIA 184108805v1 Page 8 ( Formatted: Font: Highlight (c) The Sign Package shall apply to signage visible from public rights -of -way but the Sign Package shall not apply to or include signs internal to the Project. (d) Signs of any type or size may be approved as provided for in the Development Standards. (e) All signs within the MWC District shall be subject to the requirement's of applicable federal, state, or local rules, orders, regulations, lavvs;statutes, or ordinances. Section 9. Landscape Program. Due to the Project's uniquelocation within the City's Urban Core, it may be infeasible for one or more phases of theRjoject to comply with the minimum requirements contained in Article 9 of Miami 21 anduChapter 17 of the Code ("Landscape Standards") at the time a site plan is filed for such,`pliase, or phases. In order to facilitate development in the MWC District, each phase of the rojeet'must achieve a minimum of sixty percent (60%) compliance with the Landscape -Standards prior to the issuance of a Building Permit ("Permit") for a phase or single use building = Within three (3) years after the issuance of said Permit, aAny phase or phases not comp1lyirigione hundred percent (100%) with the Landscape Standards shall achieve one hundred'^=percent (100%) compliance upon their respective completion through either offsite planting, rnitigation measures approved in the Code, or a combination of approved compliance m asu; s,agreeable to the City within three (3) years of issuance of said Permit. Section 10. Project Approval. ';This Amended Agreement, together with the Development Standards, shall establish'the process(es) and criteria upon which the Project and the Property shall be developed going forward. Section 11. Public Facilities. On or before One Hundred Eighty (180) days after the Effective Date, the Developer, together with the City and the County, as applicable, will complete an analysis"of the Public Facilities available to serve the Project and in compliance with the Comprehensive Plan. In the event that the MWC District Regulations or the Comprehensivelan requires the Developer to provide additional Public Facilities to accommodate the Project, the Developer will provide such Public Facilities consistent with the timing_requirements of Section 163.3180(2), Florida Statutes (2013), or as otherwise required by a DR(developinent order or Chapter 13 of the Code, as may be amended from time to time. Section 12. Reservation or Dedication of Land. (a) The Developer shall not be required to dedicate or reserve any land within the Property. (b) The Developer agrees to create within the Project: (il) one (1) public open space containing a minimum of 20,000 contiguous square feet; (42) one (1) public open space containing a minimum of 14,000 contiguous MWC Development Agreement — Second Reading DRAFT 09/-14'25/2014 v 14 i Page 9 MIA 181091039v MIA 181099087v11 MIA 184107861v1 MIA 184108805v1 square feet, (collectively, "Public Open Spaces"); and 0i43) sidewalks designed to accommodate increased pedestrian activity that will include shopping, entertainment, and outdoor seating, all as generally labeled on the Regulating Plan contained in the Development Standards ("Regulating Plan") attached as Exhibit "D". (c) The Developer will retain ownership of the Public Open Spaces butshall grant the City a non-exclusive easement allowing public access to' the Public Open Spaces ("Public Open Spaces Easement")./""khe*Developer and the City further agree to execute an Open Spaces'Easement and Maintenance Agreement ("Easement Agreement"), a copy; of which is included as Exhibit "F", to assign their respective re onsibilities and obligations with respect to the future construction,_ maintenance, and operation of the Public Open Spaces. The,Public`Open Spaces Easement and the Easement Agreement shall be,itt a form acceptable to the City Attorney. (d) The City and the Developer agree,to execute and record the Public Open m Spaces Easement and the Easeent,Aeement prior to the City issuing One (1) or more master buifding,permits authorizing the construction of One (1) or more buildings and stfuctures that singularly or cumulatively exceed the Four (4),.million square foot threshold with respect to the overall level of authOnized (i.e., FLR) on the Property. (e) The general ,location'and dimensions of the Public Open Spaces shall be substantially iri accordance with the Regulating Plan, or as otherwise mutually agreed, by the Developer and the City. The specific location and dimensions of the Public Open Spaces will be determined in the Public Open Sac s Easement. A conceptual design detailing the development of ,the public open spaces shall be submitted by the Developer to the City \Manager or designee within sixty (60) days of recording of this Amended 'Agreement. The Developer shall retain the exclusive right to design, landscape, and determine the programming for the Public Open Spaces, subject to approval by the Planning Director, or his or her designee, which approval shall not be unreasonably withheld, delayed, or conditioned. From time to time, the Developer may sponsor or similarly partner with organizations to hold temporary events in the MWC District, including in and around the Public Open Spaces. In advance of a temporary event, the Developer shall submit an application to the City consistent with the requirements contained in Chapter 62 of the Code to obtain the necessary permits and approvals. MWC Development Agreement— Second Reading DRAFT 09/ 25/20I4 v14 Page 10 MI:\ 131091039v MIA 181099087v11 MIA 184107861v1 (g) MIA 184108805v1 Section 13. Retail Specialty Center Designation and Entertainment Specialty District. Pursuant to Chapter 4 of the Code, each block of the MWC District is designated as a retail specialty center and each block is designated as an entertainment specialty district. Any establishments located within the MWC District shall be entitled to the benefits afforded to establishments in retail specialty centers, as codified by Chapter 4 of the Code. Notwithstanding the requirements of Section 4-3.2 of the Code, the approval of the Planning, Zoning and Appeals Board ("PZAB") and the Commission shall not be required for bars (including tavernst'pubs9and lounges), nightclubs, and supper clubs as principal uses proposed to be located withinithe MWC District. The maximum number of establishments selling alcoholic beverages permrritted within the MWC District retail specialty centers shall not exceed five (5) per block as/current y configured and depicted on the Regulating Plan, exclusive of any bona fide, licensed restaurants where the sale of alcoholic beverages is entirely incidental to and in conjunctiontwith the principal sale of food (e.g. bona fide, licensed restaurants with a 2-COP, 2-COP.SRX,74-COP, 4-COP SRX or equivalent license). The number of approved establishments may exceedxfiye (5)An any given block in the event the number of approved and allowed establishments^isd'ecased by an equivalent amount in the remaining blocks. The total number of approved establishments shall not exceed twenty-five (25) for the entire MWC District as descri.bed�in'theDevelopment Standards. The number of approved establishments may be increased -,by.. -amendment to this Amended Agreement by the Commission and after two (2) public hearings: • Section 14Job Creation.,The:=Developer shall consult and coordinate with the City's CareerSource South Florida center:Iocated at the Lindsey Hopkins Technical Center at 750 NW 20th Street, 4th Floor and state economic development entities regarding job training and job placement services to City residents seeking employment opportunities with potential employers which will locate or establish b sinesses within the Project. The Developer agrees to use diligent, good faith efforts to:achieve or to cause its general contractor(s) and subcontractors (collectively, the "Contractor )'to use,diligent, good faith efforts to achieve as applicable, the following goals,__.- { Formatted: Kern at 18 pt, Highlight {Formatted: Highlight which the parties Parties hereto agree are purely aspirational in nature; ( The Contractor shall employ such persons using the following priorities: first, residents of the five (5) highest poverty rate index zip codes in the City; second, City residents in general; third, Miami Dade County residents who live in the five (5) highest poverty rate index zip codes in Miami Dade the County; and fourth, residents in Miami Dade the County in general. The Contractor shall electronically post job opportunities in established job outreach websites and organizations, including, without limitation, South Florida Workforce, Florida Department of Economic Opportunity Career Source of South Florida located in Miami, their MWC Development Agreement — Second Reading DRAFT 09/4425/2014 v14 MIA 1S1091039v MIA 131099087111 MIA 184107861v1 MIA 184108805v1 Page 11 successors or assigns, and similar programs in order to attract as many eligible minority applicants for such jobs as possible. (b) In connection with the work performed by the Developer, the Developer shall cause the Contractor to pay a minimum hourly wage rate of $-1-I.12.83 if health benefits are not provided to employees and $1-9111.58 if health benefits are provided to employees. Commencing January 1, 2-E0l(r2018 and for the duration of the Project (each, a "CPI Escalation';Year");the foregoing hourly rates shall be increased on January 1st of:the applicable calendar year by an amount equal to the percentage i creas /during the calendar year immediately prior to the CPI Escalation''Year in the consumer price index (the "Index"), which is the morithlyindex published by the Bureau of Labor Statistics of the United --States Department of Labor as the Consumer Price Index for A11--ltems-Miami-Ft. Lauderdale, Florida, Base Year 1982-84=100. TheACPI\adjustment to the minimum A..— hourly wage rates shall hereinafter be referred to as the "CPI Escalation". The CPI Escalation of the minimum, hourly wage rates for the CPI �. ,--gym...>,. Escalation Year shall be equal to the -minimum hourly wage rates in effect for the calendar year immediatelyy,We'ceding the CPI Escalation Year multiplied by the CPI ;Percentage (as defined below). The "CPI Percentage" shall equal\'the jraction (i) whose numerator equals the monthly Index published immediately prior to the CPI Escalation Year (or the nearest reported `prey o s month) and (ii) whose denominator is the same monthly Index published immediately prior to the calendar year that preceded the -:GP[ Escalation Year (or the nearest reported previous month). the Index is discontinued with no successor Index, the City shall select adcommercially reasonable comparable index. The CPI adjustmentset forth herein shall not result in a reduction of the respective minimumhourly wage rates. (c),,( The Developer shall require the Contractor to include the same minimum hourly wage rates in any contracts entered into by the Contractor with its subcontractors for the Project who will stipulate and agree that they will pay the same minimum hourly wage rates, subject to adjustment, as set forth in this section. (d) Local Workforce Participation During Construction. At least 25% of those employed by the general or subcontractor(s) for construction work shall be employed utilizing the following priorities: first, residents of the five (5) highest poverty rate index zip codes in the City of Miami; second, City residents in general; third, Miami Dade County residents who live in the five (5) highest poverty rate index zip codes in Miami Dade the County; and fourth, residents in Miami Dade the County in general. MWC Development Agreement— Second Reading DRAFT 09/1425/20I4 v144 MIA 181091039v MIA 181099087v11 MIA 184107861v1 MIA 184108805v1 Page 12 { Formatted: Font: Highlight { Formatted: Font: Highlight { Formatted: Font: Highlight Residents who live in qualifying areas must receive preference for hiring in the Worldcenter Project. (e) Job Opportunity Advertisement. The Developer must provide 10 full -page weekly advertisements in The Miami Times newspaper to inform residents of job opportunities and job fairs prior to construction commencement. This shall be in addition to advertisements done through ;other,, job outreach websites, organizations, and efforts. (f) Community Business Enterprise ("CBE_), Community\Smalll Enterprise ("CSBE"), and Small Business Enterprise(_`SBE")/ (1) 4-07.6°/d of the professional services'' agreements for soft costs including, but not limited'to,, design, engineering, survey, inspection, testing.a: legal, shall be awarded to firms certified by Miami'Dade the County as CSBE, CBE, and SBE firms at the>time th ;contract is signed. (2) The Developer... shaINaward i10% of the contractual agreementscfoconstruction and construction -related materials, supplies and fixtures to firms certified by Miami Dade the`6ounty/as CSBE, CBE, and SBE firms at the time the cemtract'is'signed. (g) Job Creation,Monrtonng Contract. Within 60 days prior to issuance of a Building Permit for vertical improvements, the Developer will designate a firm whooshall be CBE/CSBE/SBE certified whom will be designated to monitor,), the/ Local Workforce Participation, Job Opportunity Advertise'inent, and CBE/CSBE/SBE requirements. (�(h) If the Developer enters into a Tax Increment Fund agreement ("TIF ':Agreement") with the Southeast Overtown!Parkwest Community Redevelopment Agency, and if the TIF Agreement states higher requirements regarding job creation and hourly wage than this Amended ':Agreement. then the Parties agree that that the TIF Agreement shall be binding and shall supersede the provisions of Section 14 -herein. If the TIF Agreement does not state higher requirements regarding job creation 'and hourly wage. then the Parties agree this Amended Agreement shall be binding Section 15. Local Development Permits. Business (a) The Developer intends to develop the Property consistent with the MWC District Regulations and this Amended Agreement. The Project may require additional permits or approvals from the City, County, State, or MWC Development Agreement — Second Reading DRAFT 09/4425/2014 v14 Page 13 MIA 131091039v MIA 181099087v11 MIA 184107861v1 MIA 184108805v1 ( Formatted: Font: Highlight Federal government, including their respective internal agencies. Subject to the required legal processes and approvals, the City shall make a good faith effort to take all necessary and reasonable steps to cooperate with and expedite the issuance of all such approvals and permits. Such approvals include, but are not limited to: (1) Waiver(s), Warrant(s), Exception(s), or Variances; (2) Subdivision plat approvals; (3) Street Vacations and Closures; (4) Covenant in Lieu ("Covenant") of Unity of Title or Unity of Title ("Unity") acceptance or the release of existing Covenants or Unities; (5) Water and Sanitary Sewage Agreement(s); (6) Drainage Permits; (7) Temporary Use Permits; (8) Tree Removal Permits; (9) Demolition Permits; (10) Environmental Resource Permits; (11) Building Permits; (12) Certificates of Use; (13) Certificates of Occupancy including Temporary Certificates of Occupancy; (14) Stormwater Permits; (15) Miami -Dade Transit approvals; (16) Federal Aviation Administration determination(s) and approval(s); (17) Development of Regional Impact approval, modification, or exemption; and MWC Development Agreement — Second Reading DRAFT 09/-425/2014 v 14 MIA 181091039v MIA 18109908 7v 11 MIA 184107861v1 MIA 184108805v1 Page 14 (18) Any other official action of the City or other government agency having the effect of permitting development of the Properties. (b) Notwithstanding any future modifications to Miami 21 after the Effective Date regarding site plan approval procedures or substantive requirements, authority to approve any site plan for all or a portion of the Project -whin the Property shall be vested in the City Manager, or his or herdesignee. Any site plan shall be approved if it complies with the ntent or the minimum requirements and criteria of the MWC Distrid4R gulations and the Comprehensive Plan. Section 16. Consistency with Existing Zoning and Comprehensive Plan. The City re- confirms that the Development Standards are part of the MWC* District Regulations and consistent with the Comprehensive Plan, subject to the termswof'Sction 11 of this Amended Agreement. Section 17. Compliance with Local Regulati ns:Relative to Development Permits. The Developer and the City agree that the failurewof t, ham, Amended Agreement to address a particular permit, condition, fee, term, license, oc=restriction in effect on the Effective Date shall not relieve the Developer of the necessity of complyi g with the regulations governing said permitting requirements, conditions, fees, terms, licenses, or restrictions as long as compliance with said regulation and requirements doessiot require or otherwise permit the Developer to develop the Property in a manner4nconsistent with the MWC District Regulations, the Comprehensive Plan, or this Amended Agreement. Section 18. Development of Regional Impact. (a) The Ciyd the Developer agree that as of the Effective Date, sufficient capacity remains under the SEOPW DRI to accommodate the Project and that the Developer has reserved the capacity necessary to develop the Project. The City agrees that any SEOPW DRI Development order which the City adopts after the Effective Date and which applies to the Property will (11) be consistent with this Amended Agreement and the Development Standards and (+i2) include a Use/Intensity conversion table to allow for a reasonable level of flexibility with respect to the mix and intensity of uses in order to respond to changing market conditions. (c) The City agrees that if the SEOPW CRA decides to abandon, terminate, rescind, or otherwise render ineffective the SEOPW DRI Development Order, the Developer shall no longer be responsible for payment of SEOPW DRI fees. Further, if the SEOPW CRA decides to abandon, MWC Development Agreement— Second Reading DRAFT 09/4425/2014 vI43 MIA I81091039v MIA 18109908701 MIA 184107861v1 MIA 184108805v1 Page 15 terminate, rescind, or otherwise render ineffective the SEOPW DRI Development Order, the City agrees to refund any payment of SEOPW DRl fees made by the Developer within twenty four (24) months of the decision to abandon, terminate, rescind, or otherwise render ineffective the SEOPW DRI -Development Order. Section 19. Reservation of Development Rights. (a) For the term of this Amended Agreement, the City herebyzagrees that it shall permit the development of the Property in accordance with the MWC District Regulations, the Comprehensive Plan,, nd thls Amended Agreement. (b) Nothing herein shall prohibit an increase,in the\density or intensity of development permitted on the Property ,in4 amariner consistent with (i 1) the MWC District Regulations and they Com rehensive Plan, 442 any zoning change subsequently requested or initiated by the Developer or a future owner of property within<the' N1WC District in accordance with applicable law, or (i4 3) any futurezoning g change enacted by the City. (c) The expiration or termination of this Amended Agreement shall not be considered a waiver of` or limitation upon, the rights, including but not limited to, claims ofvested;rights or equitable estoppel, obtained or held by the Developer or its successors or assigns to continue development of the Property4in conformity with the MWC District Regulations, and all prior and/subsequent development permits or development orders approved by the;City. (d) For the term of this Amended Agreement, the City agrees that the level of develop ent proposed by MWC is reserved and is vested consistent with -('Section 163.3167(5) of Florida Statutes (2013), upon the issuance of one (1) or more building permits, foundation permits, or phased permits by the City. Section 20. Prohibition on Downzoning. (a) The Comprehensive Plan, this Amended Agreement, and the Development Standards shall govern development of the MWC District for the duration of the Amended Agreement, including extensions thereof. The City's laws and policies adopted after the Effective Date may be applied to the MWC District only if the determinations required by Section 163.3233(2), Florida Statutes (2013) have been made after 30 days written notice to the Developer and after a public hearing by the Commission. MWC Development Agreement— Second Reading DRAFT 09/4-725/2014 v144 MIA 181091039v MIA 181099087v11 MIA 184107861v1 MIA 184108805v1 Page 16 (b) Pursuant to Section 163.3233(3), Florida Statutes (2013), this prohibition on downzoning supplements, rather than supplants, any rights that may vest to the Developer under Florida or Federal law. As a result, the Developer may challenge any subsequently adopted changes to land development regulations based on (il) common law principles including, but not limited to, equitable estoppel and vested rights, or (i42),statutory rights which may accrue by virtue of Chapter 70, Florida Statutes (2013). Section 21. Emergency Management Plan. Prior to the issuance of -a ,Certificate of Occupancy, Temporary Certificate of Occupancy ("TCO"), or the equivalent'forthe first new single -use building in the MWC District, the Developer shall submit to,the City;a copy of an Emergency Management Plan ("Emergency Plan") detailing how theafety`of people and property shall be accounted for and maintained in the event of a naturaldisastef, fire, act of God, or other similar event. The Emergency Plan shall detail vehicle and\Pedestrian circulation, security systems, and other preventative and protective measures;readlly available in the MWC District. The Developer, or its successors, heirs, or permitted assigns; shall provide an updated copy of the Emergency Plan prior to the issuance of a TCO orequivalent for each new single use building in the future. Section 22. Archaeological. Due to the"Project's proximity to various Archaeological Conservation Areas, the Developer shall obtain a',Certificate to Dig prior to any ground disturbing activities, pursuant to Chapter 23 of the Code. Section 23. Streetcar. The Developer'acknowledges that the City is currently planning to construct a light rail transit system;,commonly referred to as the streetcar, which may traverse or abut the MWC District. TheD"eveloper agrees to cooperate with the City so that any portion of the streetcar route which runs through, or adjacent to, the MWC District can be accommodated within the/dedicated public rights -of -way. The Developer is not required to dedicate additional land from' within the MWC District to the City for the construction of the streetcar route. Section/241 ''Formation of Community Development District. In the event the creation of a Communi 'Development District ("CDD") is approved for the Project, the CDD may assume the;Developer's responsibility under this Amended Agreement without the City's approval("Assumption"). Notice of the Assumption, including copies of executed documents memorializing the Assumption, shall be provided to the City as detailed in this Amended • Ad Bement: Section 25. Compliance Review. (a) The Developer shall notify the City of the Developer's compliance with the terms of this Amended Agreement, in writing, every twelve (12) months, commencing twelve (12) months after the Effective Date and ending upon the expiration of this Amended Agreement, as may be MWC Development Agreement- Second Reading DRAFT 09/ 25/2014 v143 MIA 1S1091039v MIA 131099087v 1I MIA 184107861v1 MIA 184108805v1 Page 17 extended herein. Upon receipt of written confirmation from the Developer of the Developer's compliance with the terms of this Amended Agreement ("Compliance Confirmation"), the City may conduct an independent compliance review and confirm the Developer's compliance with the terms, conditions, and regulations in this Amended Agreement. (b) Any additional information required of the Developer shall beilimited to that necessary to determine the extent to which the Developer is proceeding in good faith to comply with the terms 9f"'this'Amended Agreement. (c) Subject to the terms and provisions of Section-33(d)„ of this Amended Agreement, if the City finds on the basisaof4competent substantial evidence that the Developer intentionally,failed�to,substantially comply with the terms, obligations, or conditions,of this Amended Agreement, the City may terminate or amend this A nded Agreement after providing Thirty (30) days written notice to the Developer unless cured by the Developer prior to the expiration` such�'Thirty (30) day period; provided, however, that if such failure cannotre asonably be cured within Thirty (30) days, the Developer shallnot='begin default if it commences to cure such breach within such Thirty `(30) day period and diligently pursues the cure to completion. Any ,termination or modification of this Amended Agreement shall notbec me effective until the Commission approves same after holding Two{2) duly noticed public hearings. Section 26. Notices. \? j (a) All notices, demands, or requests given under this Amended Agreement 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 Amended Agreement shall be deemed given j/ 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 MWC Development Agreement — Second Reading DRAFT 09/+425/2014 v14 MIA 181091039v MIA 181099087v11 MIA 184107861v1 MIA 184108805v1 Page 18 With a copy to: City Attorney Miami Riverside Center 444 SW 2nd Avenue 9th Floor Miami, FL 33130 With a copy to: Planning & Zoning Department Miami Riverside Center 444 SW 2nd Avenue 3rd Floor Miami, FL 33130 To the Developer: Managing Member Miami Worldcenter LLC 1010 NE 2nd Avenue Miami, FL 33132 With a copy to: Greenberg Traurig P.A Attn: Ryan D,;BalinE q. 333 SE 2nd Avenue,, ' Suite 4400' ' Miami, FL.33131 Greenberg Traurig, P.A. Attn: Iris Escarra, Esq. 333 SE 2nd Avenue Suite 4400 Miami, FL 33131 To the SEOPW CRA as courtesy notice: Executive Director SEOPW CRA 1490 NW 3rd Avenue Suite 105 Miami, FL 33136 MWC Development Agreement — Second Reading DRAFT 09/4-725/2014 v14-3 MIA 181091039v MIA 1S1099087v11 MIA 184107861v1 MIA 184108805v1 Page 19 (b) Any Party to this Amended 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 27. Exclusive Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the Parties hereto, that this Amended Agreement shall be governed by the laws of the State of Florida, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity, or judicial proceedings`xfor'the enforcement of this Amended Agreement or any provision hereof shall be institutedonly in the courts of the State of Florida or federal courts and venue for any such actions shall lie exclusively in a court of competent jurisdiction in the County. In addition to any other legal • rights, the City and the Developer shall each have the right to seek specificcperformance of this Amended Agreement. Each party shall bear its own attorney's . Each party waives any defense, whether asserted by motion or pleading, that the aforemenoned,courts are an improper or inconvenient venue. Moreover, the Parties consent to ,the, personal jurisdiction of the aforementioned courts and irrevocably waive any objections tosaidJurisdiction. The Parties irrevocably waive any rights to ajury trial. Section 28. No Oral Change or Termination ';,This Amended Agreement and the exhibits and attachments constitute the entire agreement between the Parties with respect to the Project. This Amended Agreement supersedes any prior agreements or understandings between the Parties with respect to the subject matter hereof, including, but not limited to, the Initial Agreement, and no change, modificatioror`:discharge hereof in whole or in part shall be effective unless such change, modification, ordischarge is in writing and signed by the party against whom enforcement of the change, modification, or discharge is sought and after two (2) public hearings before the Commission'. This Amended Agreement cannot be changed or terminated orally. '~ ' Section 29. Compliance with Applicable Law. Subject to the terms and conditions of this Amended Agreement,throughout the term of this Amended Agreement, the Developer and the City shall comply with all applicable federal, state, and local laws, rules, regulations, codes, ordinances, resol"utionsadministrative orders, permits, policies and procedures, and orders that govern or relate', the respective Parties' obligations and performance under this Amended Agreement, all as they may be amended from time to time. �r- Section 30. Representations; Representatives. Each party represents to the others that this Amended 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 31. No Exclusive Remedies. No remedy or election given by any provision in this Amended Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the remedies granted hereunder upon a default of the other party shall be cumulative and in addition to all other remedies at law or equity arising from such event of default (other M WC Development Agreement — Second Reading DRAFT 09/4425/20I4 v143 MIA 131091039v MIA 181099087vI1 MIA 184107861v1 MIA 184108805v1 Page 20 than any remedy which may be available at law or in equity which permits the termination of this Agreement), except where otherwise expressly provided. Section 32. 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 Amended 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 33. Events of Default. (a) The Developer shall be in default under this Amended, Agreement if any of the following events occur and continue beyondthe'applicable grace period or notice and cure period provided herein:-, the Developer fails to perform or breaches any term, covenant, ,or>condition of this Amended Agreement which is not cured within' Thirty (30) days after receipt of written notice from the City specifying:the nature of such breach; provided, however, that if such breach cannot reasonably be cured within er, ; Thirty (30) days, the Developshall not be in default if it commences to cure such breach within said Thirty (30) day period and diligently prosecutes the cure to completion.' (b) The City shall be,invdefault' under this Amended Agreement if the City fails to perform or,„breaches any term, covenant, or condition of this Amended Agreement and such failure is not cured within Thirty (30) days after receiipfbf written notice from the Developer specifying the nature of such brech; provided, however, that if such breach cannot reasonably be cured withii Thirty (30) days, the City shall not be in default if it commences to cure such breach within said Thirty (30) day period and diligently prosecutes the cure to completion. (c) =lt shall not be a default under this Amended Agreement if any Party is declared bankrupt by a court of competent jurisdiction. All rights and • obligations in this Amended Agreement shall survive such bankruptcy of any Party. The Parties hereby forfeit their right(s) to terminate this Amended Agreement upon the bankruptcy of any other Party. This section does not absolve the Developer of any of its obligations pursuant to the Code should it declare bankruptcy, including but not limited to, ensuring that all construction sites, buildings structures, and excavation sites are safe. (d) A default by MWC's successor(s) or assignee(s) of any portion of this Amended Agreement shall not be deemed to be a breach by MWC nor any other successor or assignee of MWC of any portion of their respective MWC Development Agreement— Second Reading DRAFT 091-l-725./2014 v 143 MIA 181091039v MIA 181099087v11 MIA 184107861v1 MIA 184108805v1 Page 21 rights, duties, and obligations under this Amended Agreement. A default by the Developer or MWC under this Amended Agreement shall not be deemed to be a breach by any successor(s) or assignee(s) of the Developer or MWC of its rights, duties, or obligations under this Amended Agreement. For purposes of clarity, the Developer intends for the Project to be developed by multiple parties in multiple phases over,the next several years. Any actual or alleged default by the developer`of a portion(s) or phase(s) of the Project, including, but not limited to( the Developer, shall not cause, nor be treated, deemed, or`coristrued as a default by another developer with respect to any otherpor`tion(s), phase(s) or component(s) of the Project. ° `Y Section 34. Remedies Upon Default. (a) Except as otherwise provided under Section',25(c) and Section 41 of this Amended Agreement, neither partyY may terminate this Amended Agreement upon the default of the other party, but shall have all of the remedies enumerated herein. (b) Upon the occurrence of a defaultaby a party to this Amended Agreement, including their successors\andassigns, not cured within the applicable notice, grace, or cureApenod as provided herein, as may be extended, the Developer and the-_s.City>`'agree that any party may seek specific performance of this Amended Agreement, and that electing to seek specific performance Shall not waive any right of such party to also seek monetary damages or any other relief other than termination of this Amended'Agreement. In addition to any other remedies available to the City'<u rider this Amended Agreement, in the event of default by the Developer, any successor(s) or assign(s) of the Developer, the City may withhold any permits or other approval, but only against the defaulting party. Section'35 Severability. If any term or provision of this Amended Agreement or the application thereofto any person or circumstance shall, to any extent, hereafter be determined to be invalid orune forceable, the remainder of this Amended Agreement or the application of such term -orrprovision 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. `y Section 36. Assignment and Transfer. This Amended Agreement shall be binding on the Developer and its heirs, successors and assigns, including the successor to or assignee of any Property Interest. The Developer, at its sole discretion, may assign, in whole or in part, this Amended Agreement or any of its rights and obligations hereunder, or may extend the benefits of this Amended Agreement, to any holder of a Property Interest without the prior written consent MWC Development Agreement — Second Reading DRAFT 094725/2014 vI4 MIA 131091039v MIA 181099087v11 MIA 184107861v1 MIA 184108805v1 Page 22 or any other approval of the City. The City shall be notified in writing within thirty (30) days after any assignment or transfer. Section 37. Obligations Surviving Termination Hereof. Notwithstanding and prevailing over any contrary term or provision contained herein, in the event of any lawful termination of this Amended Agreement, the following obligations shall survive such termination and continue in full force and effect until the expiration of a One 1 ear -term P O year -term following the earlier of the effective date of such termination or the expiration of the term:, (fa) the exclusive venue and choice of law provisions contained herein; (iib) ghtof any party arising during or attributable to the period prior to expiration or earlier termination of this Amended 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 38. Lack of Agency Relationship. Nothingconttained herein shall be construed as establishing an agency relationship between the Cityandthe Developer and neither the Developer nor its employees, agents, contractors, subsidiaries;:=divisions, affiliates, or guests shall be deemed agents, instrumentalities, employees, o%contractors of the City for any purpose hereunder, and the City, its contractors, agents, and.,empl'oyees shall not be deemed contractors, agents, or employees of the Developer or its subsidi'ariies,divisions, or affiliates. Section 39. Cooperation; Expedited Permitting; and Time is of the Essence. (a) The Parties agree tocooperate with each other to the full extent practicable pursuant to the terms and conditions of this Amended Agreement. The Parties agree that time is of the essence in all aspects of their respective and mut al responsibilities pursuant to this Amended Agreement. The City�shal_l use' its best efforts to expedite the permitting review and approvall,p ocess in an effort to assist the Developer in meeting its demolition, development, and construction completion schedules. The City will make best efforts to accommodate requests from the Developer's agents, representatives, general contractor(s), and subcontractors for simultaneous review of multiple permitting packages, such as those for site work and foundations, and building shell, core, and interiors. '(b) Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent the Developer does not comply with the applicable requirements of the MWC District Regulations, the Comprehensive Plan, this Amended Agreement, applicable building codes, or any other laws, rules, orders, or regulations. Section 40. Enforcement. MWC Development Agreement — Second Reading DRAFT 09/4-725/2014 v143 MIA 131091039v MIA 181099087v11 MIA 184107861v1 MIA 184108805v1 Page 23 (a) In the event that the Developer, its successors, or assigns fails to act in accordance with the terms of the MWC District Regulations, the City shall seek enforcement of said violation upon the subject Property. (b) Enforcement of this Amended Agreement shall be by action against any parties or person violating, or attempting to violate, any covenants set forth in this Amended Agreement. The prevailing party in any'action or suit pertaining to or arising out of this Amended Agreement shall be entitled to recover, in addition to costs and disbursements -allowed by law, such sum as the Court may adjudge to be reasonable,fo the services of this/her/its attorney. (c) This enforcement provision shall be in addition:toany other remedies available at law, in equity, or both, excluding; however, any remedy which may be available at law or in equity whichkpeimits the termination of this Amended Agreement. Section 41. Amendment or Termination by`'Mutual Consent. This Amended Agreement may not be amended or terminated duringtits t`erin except by mutual agreement of the Developer and its successors and assigns, and=the'City in writing. Prior to amending or terminating this Amended Agreement, the Commission'shall hold Two (2) duly noticed public hearings. »` Section 42. Third Party Defe e. The City and the Developer shall, at their own cost and expense, vigorously defend anyiclaimssuits, or demands brought against it by third parties threatening the Amended Agreement,T"challenging its enforceability, or objecting to any aspect thereof, including, without l mitation, any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). The City and the Developer 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,,43. No Conflict of Interest. The Developer agrees to comply with the Code as of the Effective-D'a e with respect to conflicts of interest. Section 44. No Third -Party Beneficiary. No persons or entities other than the Developer. and' the City, their respective heirs, successors, and permitted assigns, shall have any rightswh`atsoever under this Amended Agreement. -'Section 45. Counterparts. This Amended Agreement may be executed in counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. Section 46. Recordation. A fully executed version of this Amended Agreement shall be recorded in the public records of Miami -Dade County by the Developer, at the Developer's sole cost and expense, within Thirty (30) days after execution by all the Parties. MWC Development Agreement — Second Reading DRAFT 09/ 25/2014 v14-3 Page 24 MIA 181091039v MIA I81099087N-11 MIA 184107861v1 MIA 184108805v1 Section 47. Estoppel Certificate. Upon request by any party to this Amended Agreement, the other party or its duly authorized representative will deliver to the requesting party, within thirty (30) days after such request is made, a certificate in writing certifying (a) that this Amended Agreement is unmodified and in full force and effect (or if there have been any modifications, a description of such modifications and that this Amended Agreement as modified is in full force and effect); (b) that to the best knowledge of such party, the requestingparty is not, at that time, in default under any provision of this Amended Agreement, or, if in default, the nature thereof in detail; (c) to the best knowledge of such party, whether such partj7 has aclaim against the other party under this Amended Agreement, and, if so, the nature'`thereof.and the dollar amount of such claim; and (d) such other matters as such requesting party or its lender may reasonably request. Each party further agrees that such certificate\shall be in a form reasonably acceptable to the City Attorney and may be relied upon bye(+l,-any prospective purchaser of the fee or mortgage or assignee of any mortgage on the fe"`'e'offthe Property or any portion thereof and/or (i-i2) any prospective or existing lender f Developer as identified by Developer in its request therefor. NOW, WHEREOF, the City and the Developer have caused this Amended Agreement to be duly executed. [Signatures Appear or ttietbllowing Pages] MWC Development Agreement— Second Reading DRAFT 09/ 25/2014 v14 MIA 181091039v MIA 181099087v11 MIA 184107861v1 MIA 184108805v1 Page 25 MIAMI WORLDCENTER HOLDINGS LLC, a Delaware limited liability company By: PWV Group 1 Holdings, LLC, a Delaware limited liability company By: Name: Title: STATE OF ) COUNTY OF I HEREBY CERTIFY that on this day of , 2014, personally appeared before me. an officer duly authorized to administer oathsand take acknowledgements, as of They are f' personally known to me or have produced ISEAL) By: 701 North Miami (FL), LLC, a Delaware limited liability company By: Name: Title: as identification. NOTARY PUBLIC Print Name: Commission No. Commission Expires: MWC Development Aareement — Second Reading DRAFT 09/25/2014 vl4 MIA 184107861v1 MIA 184108805v1 STATE OF COUNTY OF ,::'\ I HEREBY CERTIFY that on this _ day of , 2014, personally appearethbefore me, an officer duly authorized to administer oaths and take acknowledkements, , as of=�"�V"They are personally known to me or have produced as identification. NOTARY PUBLIC Print Name: "'----= Tl Comm ission;1N,o->f Com;timi"ss on/Expires: [SEAL] Miami First, LLC, a Delaware limited°liability company By: Print Name As: MM\C Development Aereement— Second Reading DRAFT 09/25/2014 v14 MIA 184107861v1 MIA 184108805v1 , as STATE OF COUNTY OF I HEREBY CERTIFY that on this day of , 20,14, personally appeared before me, an officer duly authorized to administer °oaths and take acknowledgements, `of They are personally known to me or have produced �, ' 7 NOTARY PUBLIC Print Name: Commission No. Commission Expires: MWC Development Aareement— Second Reading DRAFT 09/25/2014 v14 MIA 184107861v1 MIA 184108805v1 as identification. Miami Second, LLC, a Delaware limited liability company By: As: Print Name STATE OF COUNTY OF I HEREBY CERTIFY that on this _ day of , 2014, personally appeared before me, an officer dill:), 'authorized to administer oaths and take acknowledgements, as of They are personally kn`own.to me or have produced as identification. NOTARY PUBLIC Print Name: Commission No. Commission Expires: [SEAL] MWC Development Aereement — Second Reading DRAFT 09/252014 v14 MIA 184107861v1 MIA 184108805v1 Miami Third, LLC, a Delaware limited liability company By: As: Print Name STATE OF COUNTY OF ) I HEREBY CERTIFY"that on this _ day of , 2014, personally appeared before me, an officer duly, authorized to administer oaths and take acknowledgements, , as of They are personallyaknown to me or have produced as identification. NOTARY PUBLIC Print Name: Commission No. Commission Expires: MMWC. Development Anreement— Second Reading DRAFT 09/2512014 v14 MIA 184107861v1 MIA 184108805v1 [SEAL] Miami Fourth, LLC, a Florida limited liability company By: Print Name As: STATE OF COUNTY OF I HEREBY%CERTIFY that on this _ day of , 2014, personally appeared before me, an officer..\d`uly authorized to administer oaths and take acknowledgements, %,.. .-9 , as of They are personally>known to me or have produced as identification. NOTARY PUBLIC Print Name: Commission No. MWC Development Agreement Second Reading DRAFT 09/2512014 v14 MIA 184107861v1 MIA 184108805v1 Commission Expires: [SEAL] n1 WC Development Aereement — Second Reading DRAFT 09125/2014 v14 MIA 184107861v1 MIA 184108805v1 Miami A/I, LLC, a Delaware limited liability company By: Print Name: As: STATE OF COUNTY OF I HEREBY CERTIFY, that on this _ day of , 2014, personally appeared before me, an officer "'duly authorized to administer of They are as identification. , as personally known to me or have produced oaths and take acknowledgements, NOTARY PUBLIC Print Name: Commission No. Commission Expires: [SEAL] MWC Development Aereement — Second Reading DRAFT 09/25/2014 v14 MIA 184107861v1 MIA 184108805v1 MWC Development Aereement — Second Reading DRAFT 09/25/2014 v14 MIA 184107861v1 MIA 184108805v1 FORBES MIAMI NE 1ST AVENUE LLC, a Michigan limited liability company By: Forbes Miami LLC, a Michigan limited liability company By: Name: Title: STATE OF COUNTY OF 1 1 HEREBY CERTIFY that on this day of ,,2014,"personally appeared before me, an officer duly authorized to administer oathsand take acknowledgements, as of They are personally known to me or have produced 'NOTARY PUBLIC Print Name: Commission No. Commission Expires: TSEAL1 By: Forbes_Family Miami, LLC, a Michigan limited liability company By _. Name: Title: MWC Development Agreement— Second Reading DRAFT 09/25.12014 v14 MIA 184107861v1 MIA 184108805v1 as identification. , as STATE OF COUNTY OF f:\ I HEREBY CERTIFY that on this _ day of ; 2014, personally appeared before me, an officer duly authorized to administer,_Soaths _.,oft' personally known to me or have produced' and take acknowledgements, They are NOTARY PUBLIC Print Name: Commission No. Commission Expires: MWC Development Aereement — Second Reading DRAFT 09/25/2014 v14 MIA 184107861v1 MIA 184108805v1 as identification. CITY OF MIAMI, FLORIDA By: Daniel J. Alfonso, City Manager ATTEST: 7 By: Todd B. Hannon, City Clerk u z APPROVED AS TO FORM AND` CORRECTNESS: By: Victoria Mendez, City Attorney MWC Development Aereement — Second Reading DRAFT 09/25/2014 v14 MIA 184107861v1 MIA 184108805v1 Exhibit "A" Rezoning,Ordinance MWC Development Ae cement— Second Reading DRAFT 09/2512014 v14 MIA 184107861v1 MIA 184108805v1 4 E i Exhibit "B" ApprovabResolution N1WC Development Anreement— Second Reading DRAFT 09,125/2014 v14M1A 183700915v12 MIA 1&1091039v1 MIA-840980E-7v1 MIA 184107861v1 MIA 184108805v1 Exhibit Sit Plan MWC Development .Agreement— Second Reading DRAFT 09/25/2014 v14 MIA 184107861v1 MIA 184108805v1 Amended Miami Worldcenter Zoning` Regulations and Development Standards [Please referto Appendix D of Miami] MWC: Development Agreement — Second Reading DRAFT 09/25/2014 v14 MIA 184107861v1 MIA 184108805v1 Exhibi Legal Description of the Property MWC' Development .Agreement — Second Reading. DRAFT 09/25/2014 v14 MIA 184107861v1 MIA 184108805v1