HomeMy WebLinkAboutSubmittal-City Manager-Backup DocumentationCI-FY OF MIAMI. FLORIDA
INTER -OFFICE MEMORANDUM
TO: Honorable Mayor and DATE: September 25, 2014
Members of the City Commission
FROM: Daniel J. AlTonso
City Manager REFERENCES:
SUBJECT: September 29, 2014 City Commission
Meeting Agenda — PZ. 7
ENCLOSURES: Revised Development Agreement
Please be advised the attached document replaces documentation to an item scheduled in the Planning and
Zoning portion of the September 29, 2014 City Commission Agenda:
Item PZ.7: The finalized draft version of the development agreement between Miami Worldcenter
Group, LLC and affiliated parties is being distributed to you in order to provide the latest documentation.
The finalized draft version reflects modifications made to the language addressing job creation based on
the first reading discussion, as well as other language corrections and clarifications.
cc: Alice N. Bravo, P.E., Deputy City Manager, Ch.
_i
Francisco J. Garcia, Director, Planning and Zoning I
Julia D. Hernandez, Agenda Coordinator .�
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City of Miami
Legislation
Ordinance
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 08-01015dal Final Action Date:
AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
APPROVING A DEVELOPMENT AGREEMENT, PURSUANT TO CHAPTER 163,
FLORIDA STATUTES, BETWEEN MIAMI WORLDCENTER GROUP, LLC, AND
AFFILIATED PARTIES, AND THE CITY OF MIAMI, RELATING TO THE PROPOSED
DEVELOPMENT OF A PROJECT KNOWN AS "MIAMI WORLDCENTER" ON
APPROXIMATELY ± 23 ACRES, ZONED "MIAMI WORLDCENTER DISTRICT" AND
IDENTIFIED AS APPENDIX D OF THE MIAMI 21 CODE, AND LOCATED BETWEEN
NORTHEAST6TH STREET AND NORTHEAST 11TH STREET AND BETWEEN
NORTH MIAMI AVENUE AND NORTHEAST 2ND AVENUE, MIAMI, FLORIDA, FOR
THE PURPOSE OF REDEVELOPMENT OF SUCH LAND FOR MIXED USES;
AUTHORIZING THE FOLLOWING USES:RESIDENTIAL,OFFICE, HOTEL, RETAIL,
COMMERCIAL, ACADEMIC SPACE AND ANY OTHER USES PERMITTED BY THE
APPLICABLE ZONING DISTRICT REGULATIONS; DESIGNATING EACH BLOCK
OF THE DISTRICT AS A RETAIL SPECIALTY CENTER AND ENTERTAINMENT
SPECIALTY DISTRICT PURSUANT TO CHAPTER 4 OF THE CITY CODE;
AUTHORIZING CERTAIN ENCROACHMENTS INTO CITY -OWNED PUBLIC
RIGHTS -OF -WAY PURSUANT TO CHAPTER 55; AUTHORIZING THE CITY
MANAGER TO EXECUTE THE DEVELOPMENT AGREEMENT, IN SUBSTANTIALLY
THE ATTACHED FORM, FOR SAID PURPOSE, AS AMENDED.
WHEREAS, Miami Worldcenter Group, LLC, and affiliated parties (collectively "MWC") are the
owners of certain real property in the City of Miami ("City") consisting of approximately ±23 acres,
zoned SD-16.3 and located between Northeast 6th Street and Northeast 11th Street and between
North Miami Avenue and Northeast 2nd Avenue in the City of Miami, Florida; and
WHEREAS, on November 3, 2009, the Developer and the City entered into a Development
Agreement between the Parties, which was approved by the City Commission on November 13, 2008
through Resolution No. 08-0658 ("Initial Agreement"); and
WHEREAS, since the time the City Commission unanimously adopted the original
Development Agreement, certain modifications and refinements to the master site plan and
development program for the Miami Worldcenter project have been made; and
WHEREAS, in order for MWC to pursue approval of the Miami Worldcenter project, the
modifications to the zoning regulations must be approved by the City Commission, which approval
requires the City to amend and restate the Initial Agreement ("Amended Agreement"); and
WHEREAS, the City Commission has reviewed the proposed Amended Agreement and has
considered the testimony of all interested parties at the public hearing, the intended use of the land as
described in the Amended Agreement and has considered the health, safety and welfare of the citizens
of the City; and
WHEREAS, the City Commission still waives the conflict of interest provisions as stated in
City of Miami Page 1 of 2
File Id: 08-01015dal (Version: 2) Printed On: 9/19/2014
File Number. 08-01015dal
Resolution No. 09-0360, adopted July 23, 2009, for Nitin Motwani;
NOW, THEREFORE, BE IT ORDAINED, BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Ordinance are adopted by
reference and incorporated as fully set forth in this Section.
Section 2. The Amended Agreement, pursuant to Chapter 163 of the Florida Statutes, between
MWC and the City, relating to the development of approximately ±23 acres in the Miami Worldcenter
Special District (Appendix D of the Miami 21 Code) located in the City, for the purpose of
redevelopment of such land for a mix of permitted uses, is approved.
Section 3. The Amended Agreement is applicable only to properties owned by MWC and affiliated
parties, subject to the development parameters set forth therein.
Section 4. The findings of fact set forth in the Amended Agreement are hereby adopted by
reference and incorporated as if fully set forth in this Section.
Section 5. The Amended Agreement, pursuant to Chapter 4 of the City Code, designates each
block of the District as a Retail Specialty Center and Entertainment Specialty District.
Section 6. The Amended Agreement, pursuant to Chapter 55 of the City Code, authorizes certain
encroachments into City -owned public rights -of -way.
Section 7. The City Manager is authorized {1} to execute the Amended Agreement, in substantially
the attached form, for said purposes.
Section 8. If any section, part of a section, paragraph, clause, phrase or word of this Ordinance is
declared invalid, the remaining provisions of this Ordinance shall not be affected.
Section 9. This Ordinance shall become effective immediately upon its adoption and signature of
the Mayor. {2}
APPROVED AS TO FORM AND CORRECTNESS:
VICTORIA MENDEZ
CITY ATTORNEY
Footnotes:
{1} The herein authorization is further subject to compliance with all requirements that may be
imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter
and Code provisions.
{2} This Ordinance shall become effective as specified herein unless vetoes by the Mayor within ten
days of the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become
effective immediately upon override of the veto by the City Commission or upon the effective date
stated herein, whichever is later.
City of Miami Page 2 of 2 File Id: 08-01015dal (Version: 2) Printed On: 9/19/2014
This Instrument Was Prepared By,
Record and Return To:
Ryan D. Bailine, Esq.
Greenberg Traurig, P.A.
333 S.E. 2°d Avenue
Suite 4400
Miami, Florida 33131
(Reserved)
o
AMENDED AND RESTATED .'=ry: DEVELOPMENT
AGREEMENT BETWEEN CITY OEcMIAMI AND MIAMI
WORLDCENTER GROUP, LLC,A1DVAFFILIATES AND
SUBSIDIARIES OF MIAMI WORLDCENTER GROUP,
LLC, INCLUDING PWV GROUP; 1 HOLDINGS, LLC,
MIAMI FIRST, LLC, MIP MY SECOND, LLC, MIAMI
THIRD, LLC, MIAMI FOURTH LLC, AND MIAMI A/I,
LLC, AND FORBES" IAMI NE 1sT AVENUE, LLC,
REGARDING DEVELOPMENT OF THE MIAMI
WORLDCENTE IXED-USE PROJECT
THIS AMENDED ,AND RESTATED DEVELOPMENT AGREEMENT ("Amended
•
Agreement") is entered this y day of 2014, by and between MIAMI
WORLDCENTER GROU, LLC., a Florida limited liability company ("MWC") and the
undersigned affiliates and subsidiaries of MWC (collectively, "Developer"), and the CITY OF
MIAMI, FLORIDA, akmunicipal corporation and a political subdivision of the State of Florida
("City", hereina'fter the Developer and the City may be referred to as the "Parties").
WITNESSETH:
EREAS, on or about November 13, 2008, the City Commission ("Commission")
approved the Rezoning of the parcels located in the City, generally bounded by NE 11 th 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");
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");
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 1
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 with 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 circulation 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 mast` r sit, plan and
development program for the Miami WorldCenter Mixed -Used Project CtProjec ') have been
made (collectively, "Refinements");
WHEREAS, the Developer contemplates that the Projc%consistent with the
Refinements, will be developed substantially consistent with the,\Conceptual Site Plan attached
as Exhibit "C" ("Site Plan");
WHEREAS, a significant amount of public .open'space is being proposed by the
Developer in order to distinguish elements and com o eririts1of the Project and substantially
c�ownit
increase the amount of public open space in the City's own core, to the benefit of the City;
WHEREAS, in order for the Developer4to,,,pursue approval of the Site Plan for the
Project, the Refinements must be approved lby.`the Commission, which approval requires the City
to amend and restate the Initial Agreement,., and modify the Regulations and Development
Standards as found in Appendix D ofV1 mi 21 for the MWC District. The modified and
amended Regulations and Developmentz Standards are attached as Exhibit "D" ("Development
Standards"). This Amended Agreement and the Development Standards are herein collectively
referred to as the "MWC Distn ,t 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 locatednthe MWC District, legal descriptions of which are attached as Exhibit "E"
(collects ely,roperty");
I3EREAS, 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 Project;
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;
MWC Development Agreement - Second Reading DRAFT 09/25/2014 v14 Page 2
WHEREAS, on or about January 21, 2014, the State of Florida, specifically the
Department of Economic Opportunity ("DEO"), confirmed that Increment III was in full force
and effect;
WHEREAS, the lack of certainty with respect to the approval of a development of a size,
scale, and intensity similar to the Project can create a waste of economic and real property
resources, discourage capital improvement planning and financing, escalate the cost of
construction, and undermine private sector commitment to large-scale urbane infill
(re)development;
WHEREAS, assurances to a developer that it can proceed in accordannce with existing
laws and policies, subject to the conditions of a negotiated development agreement;trengthens
economic confidence in the public planning process, encourages sound c p ta' rnprovement
planning and financing, assists in promoting the availability of adequa`tecapital facilities for
development projects, encourages private sector participation in comprehensive planning, and
creates economic efficiencies with respect to development costs;
WHEREAS, pursuant to Ordinance No. adoZ. pted orilor 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 obligbops set forth below;
WHEREAS, the Managing Members or Boardirectors of the Developer, including
their parent or controlling entities, have autho zed the Developer to execute this Amended
Agreement containing the terms, conditions, an'd igations set forth below;
WHEREAS, the Parties mutually �desirfor the Property to be developed as shown on
"C the Site Plan attached as Exhibit "k ands n accordance with the Development Standards
attached as Exhibit "D", and also, fc sistent with the terms, conditions, and mutual obligations
contained in this Amended A eemeeh
NOW, THEREFORI consideration of the mutual covenants, obligations, and
conditions hereinafter contained, the Parties mutually agree and bind themselves as detailed
below:
The above recit l's 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 inco porated ;mto this Amended Agreement; provided, however, that the terms of this
Amend Bement shall be deemed to control in the event of a conflict between the exhibits
andthis .ended Agreement. This Amended Agreement and all Exhibits attached hereto shall
amend, retate, 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 for this Amended Agreement to be
construed and implemented so as to effectuate the purpose of this
Amended Agreement and the purpose and intent of the Florida Local
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 3
(b)
Government Development Agreement Act, Sections 163.3220 - 163.3243,
Florida Statutes (2013).
This Amended Agreement will establish certain conditions which will
result in the Developer providing Public Open Spaces (as hereinafter
referenced) to the City, 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
Agreement. This Amended Agreement will provide the Parties with
certainty during the development process.
�=
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Section 2. Mutual Consideration. The Parties agree that the cons d'erration and
obligations recited and provided for under this Amended Agreement collet i�ely constitute
substantial benefits to both Parties and are, therefore, adequate considerat o this Amended
Agreement. This covenant shall be binding upon, and inure to,,,hc-b,en9Jil of the Parties,
including their successors, assigns, heirs, legal representatives, ,andpersonal representatives.
This provision shall survive the termination of this Amended Agreement
Section 3.
Construction of Amended Agreement':.
For all purposes of this Amended Agreement, unless otherwise expressly provided:
Nfb
(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=;
(c) A pronoun in,'one;gender includes and applies to other genders as well;
(d) The terms "her under", "herein", "hereof, "hereto", and such similar terms
shall 'referto .this Amended Agreement;
yW
"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
Cj.ty and the Developer, including their agents and attorneys, have
participated equally in the drafting of this Amended Agreement.
(e)
S'e`,ction
Definitions.
.mended Agreement" means this Amended and Restated Development Agreement
betwe, tithe City and the Developer.
"City" means the City of Miami, a municipal corporation and a political subdivision of
the State of Florida, together with all departments, agencies, and instrumentalities subject to the
jurisdiction thereof.
"Comprehensive Plan" means the comprehensive plan adopted by the City pursuant to
Chapter 163, Florida Statutes (2013), meeting the requirements of Section 163.3177, Florida
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 4
Statutes (2013), Section 163.3178, Florida Statutes (2013), and Section 163.3221(2), Florida
Statutes (2013), 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 version of this
Agreement.
"Property Interest" means any interest or rights in real property or appurtenances of the
Property, including but not limited to, fee simple, leasehold, condominium, trsfele
development rights or air rights, easements, and licenses, however acquire,de AnrclWr any
interests or rights in real 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
Community Development District or a master property owners' association with appropriate
authority relating to one (1) or more of the properties comprising the Erope r y shall be deemed to
hold a Property Interest.
"Public Facilities" means major capital improvements2intehded'to be owned by the City
or a governmental agency, including but not limited to,,transpoytation, sanitary sewer, solid
waste, drainage, potable water, educational, parks and ,recreational, streets, parking, and health
systems and facilities.
h.413
Section 5. Term and Effective Date ThisAm°ended Agreement shall have a term of
Thirty (30) years beginning on the Effective DateThe''term of this Amended Agreement may be
extended for successive Thirty (30) yearryrpe o'ds by mutual consent of the City and the
Developer pursuant to Section 163.322916ri4Statutes (2013), unless modified or terminated
by a written instrument executed bygthe 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 (2pubc hearings or any other legally required authority. This
Amended Agreement shall becorri'e� effective on the Effective Date and shall constitute a
covenant running with the land
Section 6.
(b)
Permitted Development Uses and Building Intensities.
MWC District Designation. The City has designated the area generally
bound by NE 11th Street on the North, NE 6`h Street on the South, NE 2nd
Avenue on the East, and North Miami Avenue on the West as SD-16.3 on
the official zoning atlas of the City. As part of the Rezoning, the City
previously confirmed that the uses, intensities, and densities proposed for
development within the Project are consistent with the uses, intensities,
and densities permitted in the Development Standards.
Density, Intensity, Uses, and Building Heights.
(1) As of the Effective Date and pursuant to the MWC District
Regulations, the density permitted on the Property is Five
Hundred (500) units per acre. The development intensity
permitted on the Property has a base Floor Lot Ratio
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 5
("FLR") 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, ar<etail,
restaurant, entertainment, convention space, academic
space, vocational or similar educational space; zone or more
culinary schools including training and anc ilaryw,facilities,
art galleries and studios, and any other uses ;permitted under
the MWC District Regulations and Miami.21`.
(3) The height for any development),onn the Properties shall be
regulated by the MWC Di trjct Regulations and the
Comprehensive Plan.
(4) Nothing herein shall prohbit an increase in the density or
intensity to the -bevel of� development permitted on the
Property in amrnanneer consistent with (i) the MWC District
Regulations sand e Comprehensive Plan, (ii) any zoning
changesubsquently approved by the City Commission in
accordancewi'th applicable provisions of law, or (iii) any
cha ge to4e Regulations, the City's zoning atlas, or future
amdmtints to Miami 21.
Section 7. Constructiontof Encroachments within City Owned Public Rights -of -Way.
The City finds that the consttaliotitf encroachments in and above the public rights -of -way will
•
not unduly restrict the use of succppublic rights -of -way and is a necessary and essential element
in the future construction of pedestrian walkways or commercial uses in, above, or below such
public rights-of-we.,k The adoption of this Amended Agreement shall serve to satisfy the
requirements setlorltyn Section 55-14(b) of the City's Code of Ordinances ("Code").
Notwithstandingthe requirements of Section 55-14(c) of the Code and because of the benefits
received by'flie Cit'S "pursuant to this Amended Agreement, the City agrees to waive any and all
claims .top vine of a user fee in connection with the construction of the aforementioned
encroaclunents into, above, and below the public rights -of -way. In consideration for 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 federal, state, or local statutes, laws, rules, orders, or
regulations.
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 6
(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 'Agree ent,
for the total cost of the premium.
(c) The Developer shall hold harmless and indemnify ,the bity, its officials,
and its employees from any claims for damage or, 1 so property and
injury to persons of any nature whatsoever' a ising out of the use,
construction, maintenance, or removal of ,the pedestrian walkways and
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 foss to property and injury to persons
caused by the City or its officials
Within the MWC District, there are certain n right-of-way, including portions of NE 2nd
Avenue, NE lst Avenue, and North MiainAvenue, which are owned and maintained by
the County. Notwithstanding thefor going, nothing contained in this Amended
Agreement shall be construed° or kkiterpreted to grant the Developer approval(s) to
encroach over any rights -of wayynot owned by the City.
Section 8. Signs.
(a) The Project will require a Master Sign Package or a Special Sign Package
(collectively, "Sign Package") to accomplish the following goals: (1)
moving pedestrians and vehicle traffic throughout the MWC District
safely and efficiently and (2) properly identifying the MWC District, the
Project and various tenants, events, and components within the Project,
including, but not limited to, residents, guests, visitors, and motorists
along surrounding thoroughfares.
(b) The Sign Package will include, but is not limited to, the following sign
types: (1) directional signs; (2) ground signs; (3) wall signs; (4)
monument signs; (5) way -finding signs; (6) tower signs; and (7) on -site
commercial signs, defined as Class B 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. Commercial
advertising 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 Agreement.
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 7
(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 requirements of
applicable federal, state, or local rules, orders, regulations, laws; statutes,
or ordinances.
''',-
Section 9. Landscape Program. Due to the Project's unique locationwithin the
City's Urban Core, it may be infeasible for one or more phases of the Projeect'ton coply with the
minimum requirements contained in Article 9 of Miami 21 and Chapter 17 of the Code
("Landscape Standards") at the time a site plan is filed for such phase rph ses. In order to
facilitate development in the MWC District, each phase of the Project Must achieve a minimum.
of sixty percent (60%) compliance with the Landscape Standard ,i io to the issuance of a
Building Permit ("Permit") for a phase or single use building Any phase or phases not
complying one hundred percent (100%) with the LandscapeStandads shall achieve one hundred
percent (100%) compliance upon their respective com etion3 through either offsite planting,
mitigation measures approved in the Code, or a combinatzoriof approved compliance measures
agreeable to the City within three (3) years of issuance.}ofsaid Permit.
T
Section 10. Project Approval. h,,This ""'Amended Agreement, together with the
the�p
Development Standards, shall establish roc s(es) and criteria upon which the Project and
the Property shall be developed going forward..
Section 11. Public Facilities -0 or before One Hundred Eighty (180) days after the
Effective Date, the Developertobther with the City and the County, as applicable, will
complete an analysis of the;Public - acilities available to serve the Project and in compliance
with the Comprehensive Plan."""In the event that the MWC District Regulations or the
Comprehensive Plan requires the Developer to provide additional Public Facilities to
accommodate the Project, fhe Developer will provide such Public Facilities consistent with the
timing requirements onection 163.3180(2), Florida Statutes (2013), or as otherwise required by
a DRI developmentorder or Chapter 13 of the Code, as may be amended from time to time.
Sectiio �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: (1) one (1) public open
space containing a minimum of 20,000 contiguous square feet; (2) one (1)
public open space containing a minimum of 14,000 contiguous square
feet, (collectively, "Public Open Spaces"); and (3) sidewalks designed to
accommodate increased pedestrian activity that will include shopping,
entertainment, and outdoor seating, all as generally labeled on the
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 8
Regulating Plan contained in the Development Standards ("Regulating
Plan") attached as Exhibit "D".
(c) The Developer will retain ownership of the Public Open Spaces but shall
grant the City a non-exclusive easement allowing public access to the
Public Open Spaces ("Public Open Spaces Easement"). The Developer
and the City further agree to execute an Open Spaces Easement and
Maintenance Agreement ("Easement Agreement"), a copy of �w,hich is
included as Exhibit "F", to assign their respective responsibi 'ities and
obligations with respect to the future construction, maintenance and
operation of the Public Open Spaces. The Public Open SpaeslEasement
and the Easement Agreement shall be in a form acceptable`to the City
Attorney.
(d) The City and the Developer agree to execute artdxecord'the Public Open
Spaces Easement and the Easement Agreem nt pr9 to the City issuing
One (1) or more master building permits auth&i ing the construction of
One (1) or more buildings and structur4at that singularly or cumulatively
exceed the Four (4) million square'4foothreshold with respect to the
overall level of authorized developmen (ire., FLR) on the Property.
(e) The general location and dimensions of the Public Open Spaces shall be
substantially in accordance with the Regulating Plan, or as otherwise
mutually agreed by the eveloper and the City. The specific location and
dimensions of the,Pub�li�cOpen Spaces will be determined in the Public
Open Spaces Easementconceptual design detailing the development of
the public opdnpac s.\A`shall be submitted by the Developer to the City
Manager ortesignee within sixty (60) days of recording of this Amended
Agreement--f
(f) 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.
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
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 9
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 taverns, pubs, and
lounges), nightclubs, and supper clubs as principal uses proposed to be located within the MWC
District.
The maximum number of establishments selling alcoholic beverages permitted within the MWC
District retail specialty centers shall not exceed five (5) per block as currently 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 conjunction with the principal sale of&'food
(e.g. bona fide, licensed restaurants with a 2-COP, 2-COP SRX, 4-COP, 4-COPS SRX or
equivalent license).
The number of approved establishments may exceed five (5) in any given blo k\�i�nn ,he event the
number of approved and allowed establishments is decreased by an equivalent' amount in the
remaining blocks. The total number of approved establishments shall4no,exeed twenty-five
(25) for the entire MWC District as described in the Developmentandards. The number of
approved establishments may be increased by amendment to this Amended Agreement by the
Commission and after two (2) public hearings. o
Section 14. Job Creation. The Developer shal consult and coordinate with the City's
CareerSource South Florida center located at the Lindsey Hopkins Technical Center at 750 NW
th th � �.:�'�'
20 Street, 4 Floor and state economic development\entities regarding job training and job
placement services to Cityresidents seekingem to ent o ortunities withpotential employers
�p tYm pp
which will locate or establish businesses within the -Project.
(a) ,Construction Employment The Developer agrees to use diligent, good
faith efforts 49ch eve or to cause its general contractor(s) and
subcontractor (collectively, the "Contractor") to use diligent, good faith
efforts to achie e, as applicable, the following goals, which the Parties
hereto‘'
ee are purely aspirational in nature:
4,2 (1)
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, County residents who live in the
five (5) highest poverty rate index zip codes in the County;
and fourth, residents in 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 successors
or assigns, and similar programs in order to attract as many
eligible minority applicants for such jobs as possible.
(2) In connection with the work performed by the Developer,
the Developer shall cause the Contractor to pay a minimum
hourly wage rate of $11.83 if health benefits are not
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 10
(3)r
provided to employees and $10.58 if health benefits are
provided to employees. Commencing January 1, 2016 and
for the duration of the Project ("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 increase during the calendar year immediately
prior to the CPI Escalation Year in the consumer price
index ("Index"), which is the monthly index published by
the Bureau of Labor Statistics of the United States
Department of Labor as the Consumer Price IndexforA11
Items, Miami -Ft. Lauderdale, Florida, Baseear, 1982-
84=100. The CPI adjustment to the minimum hourly wage
rates shall hereinafter be referred, to as the "CPI
Escalation". The CPI Escalation of\he minimum hourly
wage rates for the CPI Escalatio4C r'shall be equal to the
minimum hourly wage rates ein effect; for the calendar year
immediately preceding the C. I Escalation Year multiplied
by the CPI Percentage (s ,defined below). The "CPI
Percentage" shall equal, theaction (i) whose numerator
equals the month1 Mhdex` published immediately prior to
the CPI EscalationYear (or the nearest reported previous
month) and(�ii)'whose denominator is the same monthly
Index published immediately prior to the calendar year that
preceded the . PI Escalation Year (or the nearest reported
prey' ous mo th). If the Index is discontinued with no
successor- Index, the City shall select a commercially
;reasonable comparable index. The CPI adjustment set forth
erein shall not result in a reduction of the respective
minimum hourly wage rates.
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.
Local Workforce Participation During Construction. At least 30% 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; second, City
residents in general; third, County residents who live in the five (5)
highest poverty rate index zip codes in the County; and fourth, residents in
the County in general. Residents who live in qualifying areas must
receive preference for hiring in the Project.
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 11
(c) 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.
(d) Community Business Enterprise ("CBE"), Community Small Business
Enterprise ("CSBE"), and Small Business Enterprise ("SBE").
(1) 10% of the professional services agreements for softcosts
including, but not limited to, design, engineering;,,survey,
inspection, testing and legal, shall be aw�':arded to firms
certified by the County as CSBE, CBE, ndOBE firms at
the time the contract is signed.
(2) The Developer shall award 0 Q of the contractual
agreements for construction rand construction -related
materials, supplies and 'fi:turesto firms certified bythe
County as CSBE, CBE, ana: SBE firms at the time the
contract is signed. ',"=- -
(e) Job Creation Monitoring Contract. `Within 60 days prior to issuance of a
Permit for vertical improvemen s, the Developer will designate a firm who
shall be CBE/CSBE/ E certified whom will be designated to monitor the
Local Workforce ¢Par..ticipation, Job Opportunity Advertisement, and
CBE/CSBE/SBErequire nts.
Section 15. Local Developmen,Permits.
(a) The Developeintends to develop the Property consistent with the MWC
District !R it— ations and this Amended Agreement. The Project may
re uire a kditionalpermits or approvals from the City, Count State, or
q �� pp Y� Y>
•Federal government, including their respective internal agencies. Subject
tp 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;
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 12
(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 Occu an inpluding Temporary
Certificates of Occupancy;:„,
(14) Stormwater Permits;
(15) Miami -Dade Transit appr$vals;
(16) Federal Av a io Administration determination(s) and
approval(s);.,j
(17) Development of Regional Impact approval, modification,
Aor exemption; and
(18)>Any other official action of the City or other government
Aagency 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,
:te
authority to approve any site plan for all or a portion of the Project within
• the Property shall be vested in the City Manager, or his or her designee.
Any site plan shall be approved if it complies with the intent or the
minimum requirements and criteria of the MWC District Regulations 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 terms of Section 11 of this Amended
Agreement.
Section 17. Compliance with Local Regulations Relative to Development Permits.
The Developer and the City agree that the failure of this Amended Agreement to address a
particular permit, condition, fee, term, license, or restriction in effect on the Effective Date shall
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 13
not relieve the Developer of the necessity of complying with the regulations governing said
permitting requirements, conditions, fees, terms, licenses, or restrictions as long as compliance
with said regulation and requirements does not require or otherwise permit the Developer to
develop the Property in a manner inconsistent with the MWC District Regulations, the
Comprehensive Plan, or this Amended Agreement.
Section 18. Development of Regional hnpact.
(a) The City and the Developer agree that as of the Effective Date, ;sufficient
capacity remains under the SEOPW DRI to accommodate the ojecctt and
that the Developer has reserved the capacity necessary yto deg elop the
Project.
(b)
The City agrees that any SEOPW DRI Development rder which the City
adopts after the Effective Date and which applies ,to JthProperty will (1)
be consistent with this Amended Agreement "and the Development
Standards and (2) include a Use/Intensity.eco nrsio table to allow for a
reasonable level of flexibility with respecatol the'mix and intensity of uses
in order to respond to changing markettcondjions.
(c) The City agrees that if the SEO>?VCRRA decides to abandon, terminate,
rescind, or otherwise render=ineive the SEOPW DRI Development
Order, the Developer shall no longer be responsible for payment of
SEOPW DRI fees. Furtherizbif the SEOPW CRA decides to abandon,
terminate, rescind„ br ., ottherwise render ineffective the SEOPW DRI
Development Order \theCity agrees to refund any payment of SEOPW
DRI fees mad byteDeveloper within twenty four (24) months of the
decision to, abedon, terminate, rescind, or otherwise render ineffective the
SEOPW DII"Deyelopment Order.
Section 19. Reservation -of Development Rights.
(a) j(For the term of this Amended Agreement, the City hereby agrees that it
kshall permit the development of the Property in accordance with the MWC
District Regulations, the Comprehensive Plan, and this Amended
Agreement.
(c)
Nothing herein shall prohibit an increase in the density or intensity of
development permitted on the Property in a manner consistent with (1) the
MWC District Regulations and the Comprehensive Plan, (2) any zoning
change subsequently requested or initiated by the Developer or a future
owner of property within the MWC District in accordance with applicable
law, or (3) any future zoning change enacted by the City.
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 of vested rights or equitable estoppel, obtained or held
by the Developer or its successors or assigns to continue development of
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 14
the Property in 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
development 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, anTthe De elopment
Standards shall govern development of the MWC .District 'for the duration
of the Amended Agreement, includingextensions
�' � ereof. The City's
laws and policies adopted after the EffectiveiDat" ay be applied to the
MWC District only if the determinations re- wired 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.
(b) Pursuant to Section 163.3233(3)F rida'Statutes (2013), this prohibition
on downzoning supplements,<rathNer than supplants, any rights that may
vest to the Developer under Florida or Federal law. As a result, the
Developer may challe g``any� subsequently adopted changes to land
development regulatio s�beased on (1) common law principles including,
but not limited to;''equitable estoppel and vested rights, or (2) statutory
rights which may ac rue by virtue of Chapter 70, Florida Statutes (2013).
Section 21. Emergency Management Plan. Prior to the issuance of a Certificate of
Occupancy, Temporary Certi cate‘NofrOccupancy ("TCO"), or the equivalent for the first new
single -use building in the MWCDistrict, the Developer shall submit to the City a copy of an
Emergency Management Plan)("Emergency Plan") detailing how the safety of people and
property shall be accunted for and maintained in the event of a natural disaster, fire, act of God,
or other similar�eent\,The Emergency Plan shall detail vehicle and pedestrian circulation,
security systems Viand other preventative and protective measures readily available in the MWC
District. TheDe eloper, or its successors, heirs, or permitted assigns, shall provide an updated
copy of/the Eire gency Plan prior to the issuance of a TCO or equivalent for each new building
in the°future.,
Section 22. Archaeological. Due to the Project's proximity to various Archaeological
Cons'eivation 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. The Developer 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
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 15
dedicate additional land from within the MWC District to the City for the construction of the
streetcar route.
Section 24. Formation of Community Development District. In the event the creation
of a Community 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
Agreement.
Section 25. Compliance Review.
(a) The Developer shall notify the City of the Developer"''s compliance with
the terms of this Amended Agreement, in writingevexy twelve (12)
months, commencing twelve (12) months afterrthe Effective Date and
ending upon the expiration of this AmerideAgreement, as may be
extended herein. Upon receipt of written confirmation from the Developer
of the Developer's compliance with the terms ofthis Amended Agreement
("Compliance Confirmation"), the€ity may conduct an independent
compliance review and confirm th'e=Developer's compliance with the
terms, conditions, and regulations 6in t,1_iui's'Amended Agreement.
Any additional informatio qu ed of the Developer shall be limited to
that necessary to d�e ekhe—the extent to which the Developer is
proceeding in good,faith to' comply with the terms of this Amended
Agreement. `°° ;.
(c) Subject toithe erms and provisions of Section 33(d) of this Amended
Agreement i the City finds on the basis of competent substantial
evide rce'that=;the Developer intentionally failed to substantially comply
with theder ns, obligations, or conditions of this Amended Agreement, the
City mayerminate or amend this Amended Agreement after providing
;_Thirty (30) days written notice to the Developer unless cured by the
Developer prior to the expiration of such Thirty (30) day period; provided,
however, that if such failure cannot reasonably be cured within Thirty (30)
days, the Developer shall not be in 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 not become effective until the Commission approves
same after holding Two (2) duly noticed public hearings.
(b)
Section 26.
Notices.
(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
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 16
notice given pursuant to this Amended 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 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:
Managi g Member
Miami VV o ldcenter LLC
1010:,NE Z Avenue
Miami FL 33132
With a copy to:
"Greenberg Traurig, P.A.
Attn: Ryan D. Bailine, Esq.
333 SE 2nd Avenue
Suite 4400
Miami, FL 33131
and
Greenberg Traurig, P.A.
Attn: Iris Escarra, Esq.
333 SE 2nd Avenue
Suite 4400
Miami, FL 33131
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 17
(b)
To the SEOPW CRA as courtesy notice:
Executive Director
SEOPW CRA
1490 NW 3rd Avenue
Suite 105
Miami, FL 33136
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. A,
Section 27. Exclusive Venue, Choice of Law, Specific PerformanceX.It'is, mutually
understood and agreed by the Parties hereto, that this Amended Agreements hallbeygoverned by
the laws of the State of Florida, and any applicable federal law, both aqointerpretation and
performance, and that any action at law, suit in equity, or judicalpxoceedings for the
enforcement of this Amended Agreement or any provision hereof hall epinstituted only in the
courts of the State of Florida or federal courts and venue, fq, `'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 riglit to see 'specific performance of this
Amended Agreement. Each party shall bear its own 'attorneyls fees. Each party waives any
defense, whether asserted by motion or pleading, thatFtlewaf_orementioned courts are an improper
or inconvenient venue. Moreover, the Parties cons rat 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 28. No Oral Chang on, ,Termination. This Amended Agreement and the
exhibits and attachments constitute4the en_ tire agreement between the Parties with respect to the
Project. This Amended Agreements upersedes any prior agreements or understandings between
the Parties with respect to the.subjeci matter hereof, including, but not limited to, the Initial
Agreement, and no char eodication or discharge hereof in whole or in part shall be
�' � g � �� � g
effective unless such change, modification, or discharge is in writing and signed by the party
against whom enforcementof the change, modification, or discharge is sought and after two (2)
public hearings yore the Commission. This Amended Agreement cannot be changed or
terminated orally.
Section 9 ?� Compliance with Applicable Law. Subject to the terms and conditions of
this AmendedAgreement, throughout the term of this Amended Agreement, the Developer and
the C ty� shally omply with all applicable federal, state, and local laws, rules, regulations, codes,
ordi arises; `resolutions, administrative orders, permits, policies and procedures, and orders that
go ernr relate to the respective Parties' obligations and performance under this Amended
Agreement, all as they may be amended from time to time.
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 terns.
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 18
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
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. Thfailure
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°p o ':isioof
this Amended Agreement shall constitute a waiver of any subsequent breach ofthesarne 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 '.eyo d the applicable grace
period or notice and cure period provided. erei the Developer fails to
perform or breaches any term, covenant, orcondition of this Amended
Agreement which is not cured within Thirty (30) days after receipt of
written notice from the City. ap ;c fying the nature of such breach;
provided, however, that if suehreach cannot reasonably be cured within
Thirty (30) days, the Develper shall not be in default if it commences to
w cure such breach thins'aidJ Thirty (30) day period and diligently
prosecutes the curetocompletion.
(b) The City shall bein'default under this Amended Agreement if the City
fails to perform or, breaches any term, covenant, or condition of this
Amend Agreement and such failure is not cured within Thirty (30) days
•
after receipt of ritten notice from the Developer specifying the nature of
such breach; provided, however, that if such breach cannot reasonably be
_ cured, within Thirty (30) days, the City shall not be in default if it
co
mmences to cure such breach within said Thirty (30) day period and
ligently prosecutes the cure to completion.
It 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 09/25/2014 v14 Page 19
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 limitepto, the
Developer, shall not cause, nor be treated, deemed, or construed~as a
default byanother developer with respect to anyother ortiori s� has s
p p p �) p�� O
or component(s) of the Project.
Section 34. Remedies Upon Default.
(a) Except as otherwise provided under Section 25(cr) andtSection 41 of this
Amended Agreement, neither party ma}% terrninate this Amended
Agreement upon the default of the others -pay, bid shall have all of the
remedies enumerated herein.
.j
Upon the occurrence of a default'by=aparty to this Amended Agreement,
including their successors and _assi'griginot cured within the applicable
notice, grace, or cure period-aszprovided herein, as may be extended, the
Developer and the Cit3& 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 n addition to any other remedies available to the
City underfhis Amended Agreement, in the event of default by the
Developer, or and successor(s) or assign(s) of the Developer, the City may
withholdiany permits or other approval, but only against the defaulting
Party.
(b)
Section 35.4 Severability. If any term or provision of this Amended Agreement or the
application thereof to person or circumstance shall, to any extent, hereafter be determined to
be invalid or enforceable, the remainder of this Amended Agreement or the application of
such term orprov s'dn to persons or circumstances other than those as to which it is held invalid
or unenforceall shall not be affected thereby and shall continue in full force and effect.
Seeion 36. Assignment and Transfer. This Amended Agreement shall be binding on
theI ev'loper 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
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
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 20
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) year term
following the earlier of the effective date of such termination or the expiration of the term: (a)
the exclusive venue and choice of law provisions contained herein; (b) rights of 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. Nothing contained herein steal be
construed as establishing an agency relationship between the City and the Developer.7and, neither
the Developer nor its employees, agents, contractors, subsidiaries, divisions, off hates,, or guests
shall be deemed agents, instrumentalities, employees, or contractors of the City foryany purpose
hereunder, and the City, its contractors, agents, and employees shall note deemed contractors,
agents, or employees of the Developer or its subsidiaries, divisions, orb Imes:
Section 39. Cooperation; Expedited Permitting; and Times ofthe Essence.
(a) The Parties agree to cooperate with each oth r'to the full extent practicable
pursuant to the terms and conditi°oils of this Amended Agreement. The
Parties agree that time is of thence in all aspects of their respective
and mutual responsibilitiestpurs ant to this Amended Agreement. The
City shall use its best effortsto expedite the permitting review and
approval process in ,aiefrt'to assist the Developer in meeting its
demolition, development;and construction completion schedules. The
City will make bes of ortsto accommodate requests from the Developer's
agents, representative general contractor(s), and subcontractors for
simultaneous eview of multiple permitting packages, such as those for
site wor \1 oundations, and building shell, core, and interiors.
Notwithsan` ing 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.
(b)
(b)
Enforcement.
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.
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,
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 21
such sum as the Court may adjudge to be reasonable for the services of
this/her/its attorney.
(c) This enforcement provision shall be in addition to any other remedies
available at law, in equity, or both, excluding, however, any remedy which
may be available at law or in equity which permits the termination of this
Amended Agreement.
Section 41. Amendment or Termination by Mutual Consent. This Amended
Agreement may not be amended or terminated during its term except by mutual agreementtoofithe
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 dticed public
hearings.
Section 42. Third Party Defense. The City and the Developer -shall, hall, at their own cost
and expense, vigorously defend any claims, suits, or demands brought against it by third parties
threatening the Amended Agreement, challenging its enforceabi y .or objecting to any aspect
thereof, including, without limitation, any claims for loss;Adamage, liability, or expense
(including reasonable attorneys' fees). The City and the Dek'elopershall promptly give the other
written notice of any such action, including those thatzraie pending or threatened, and all
responses, filings, and pleadings with respect thereto„
Wa
Section 43. No Conflict of Interest. The Developer agrees to comply with the Code as
k
of the Effective Date with respect to conflicts of ii teres't.
Section 44. No Third -Party. 34Beneficiary. No persons or entities other than the
Developer and the City, their respect-i vehei"; successors, and permitted assigns, shall have any
rights whatsoever under this Amended'`Agleement.
Section 45. Countefparts 'his 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. N5
Section 46. . ecordation. A fully executed version of this Amended Agreement shall
be recorded in-the,publtc records of Miami -Dade County by the Developer, at the Developer's
sole cost andLexpense, within Thirty (30) days after execution by all the Parties.
. Seetion,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 ABended 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 requesting party 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 party has a claim
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
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 Page 22
reasonably acceptable to the City Attorney and may be relied upon by (1) any prospective
purchaser of the fee or mortgage or assignee of any mortgage on the fee of the Property or any
portion thereof and/or (2) any prospective or existing lender of 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 on the Following Pages] n'
MWC Development Agreement — Second Reading DRAFT 09/25/2014 v14 . Page 23
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, pe onally/appeared before me,
an officer duly authorized to administer oaths wand `'take acknowledgements,
k\/ r
as ofo They are
personally known to me or have produced
[SEAL]
By: 701 North Miami (FL), LLC,
a Delaware limitedliability company
Bye,
Nine: i
Title:
as identification.
NOTARY PUBLIC
Print Name:
Commission No.
Commission Expires:
vI W C Di; VuIupilli 1IL — Se uiid Reading DRAFT O /225/2314 v14
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 Tl y are
personally known to me or have produced as identification.A
NOTARY PUBLIC
Print Name:
Commission No.
Commission Expires:
[SEAL]
Miami First, LLC, a Delaware limited liability company'
By:
Print Name
As:
STATE OF
COUNTY OF
)
)
)
iviWC Deveiupineni Agreement — Second Rending DRAFT 09125/2014 vi 4
an officer duly authorized to administer
, as of
personally known to me or have produced
[SEAL]
I HEREBY CERTIFY that on this day of , 2014,ppersonally appeared before me,
oaths ` and take acknowledgements,
They are
as identification.
NOTARY PUBLIC
Print Name:
Commission No.
Commission Expires:
1WCDevelopment Agreement — Second P c£:^.ig DRAFT 0925_ _v 1 e
,' i
Miami Second, LLC, a Delaware limited liability company
By:
As:
Print Name
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this _ day of
an officer duly authorized to
as
, 2014, personally appeared before me,
administer oaths and take acknowledgements,
of They are
personally id I1 tome or have produced
[SEAL]
as identification.
NOTARY PUBLIC
Print Name:
Commission No.
Commission Expires:
iviWC Development Agreement — Second Rending DRAFT 09/25,2014 vi4
Miami Third, LLC, a Delaware limited liability company
By:
As:
Print Name
STATE OF
COUNTY OF
I HEREBY CERT I that on this _ day of , 2014, personally appeared before me,
an officer ,d ly authorized to administer oaths and take acknowledgements,
t,. -. , as of They are
personally kno into me or have produced as identification.
NOTARY PUBLIC
Print Name:
Commission No.
Commission Expires:
[SEAL]
Iv1VIC Dovelopnlclll Agi G1:111ent — :'eating DRAFT u /2Ji Go 14 v14
Miami Fourth, LLC, a Florida limited liability company
By:
As:
Print Name
STATE OF
COUNTY OF
I HEREBY
an officer
CERTIFY thaeon this—
day of
mow.
authorized to administer
as of
personally known t fine or have produced
T y
[SEAL]
, 2014, personally appeared before me,
oaths and take acknowledgements,
. They are
as identification.
NOTARY PUBLIC
Print Name:
Commission No.
Commission Expires:
IV\\ .M:3/
�cAve�opm�ni ���:�.;nen� — Second Reading DRAFT 0��.;2G14 v15
Miami A/I, LLC, a Delaware limited liability company
By:
Print Name:
As:
STATE OF
COUNTY OF
I HEREBY CERTIk thafon this _ day of , 2014, personally appeared before me,
V an officer duly ' authorized to administer oaths and take acknowledgements,
of They are
, as
personally known o me or have produced as identification.
[SEAL]
NOTARY PUBLIC
Print Name:
Commission No.
Commission Expires:
lei'\7V l Development Agreement — Second Reading DRAFT 09i 25i2014 v14
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
I HEREBY CERTIFY that on this _ day of
an officer duly authorized to administer
, as of
personally known to me or have produced
[SEAL]
By: Forbes Family Miami, LLC,
a Michigan l'mitedliability company
By
Name:
Title
, 2014�personally appeared before me,
oat an, take acknowledgements,
hs
NOTARY PUBLIC
Print Name:
Commission No.
Commission Expires:
„
,, .. ��'L 1_i ;-. `rl iG j7 iT,Cili �1�12i�iii::II� --- S:.COi1 C; hCReading1�1`.i�il' iT l: `ii 2 Ji2v',
r
. They are
as identification.
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this _ day of ,:2O'1=4; personally appeared before me,
an officer duly authorized to administer aths» and take acknowledgements,
, as ,«off ) They are
personally known to me or have produced
NOTARY PUBLIC
Print Name:
Commission No.
Commission Expires:
Iv1WC Development Agreement — Second Reading DRAFT 09/25/2014 v14
as identification.
CITY OF MIAMI, FLORIDA
By:
Daniel J. Alfonso, City Manager
ATTEST:
By:
Todd B. Hannon, City Clerk,
.N.,1
APPROVED AS TO FORM ANDXORRECTNESS:
By:
Victoria Mendez, City Attorney
D\'eiopn 'Ii FC1ijOi Sec,Jncl ilcacifulg DRAFT 0'3125;2014 v1 4
Exhibit "A"
Rezoning Ordinance
Please refer to Legistar File No. 08-01015zc for a copy of Ordinance No. 13039.
A copy shall be inserted prior to full execution.
City Commission — Second Reading DRAFT
Exhibit "B"
Approval Resolution
Please refer to Legistar File No. 08-01015da for a copy of Resolution No. 08-0658.
A copy shall be inserted prior to full execution.
City Commission — Second Reading DRAFT
Exhibit "C"
Site Plan
City Commission — Second Reading DRAFT
r--
ivimAsALA.ift cc-tc.4).,
bto•Z‘o 6o ea* 47,126,WerZ orb-ze
oPzitv-aq-e,W9tb*.0:01,
• NE 6
Exhibit "D"
Amended Miami Worldcenter Zoning Regulations and Development Standards
Please refer to Legistar File No. 08-01015ztl for a copy of the Amended Miami Worldcenter
Zoning Regulations and Development Standards. The Development Agreement will be
considered by the City Commission as a companion item to the above -referenced file. A copy
shall be inserted prior to full execution.
City Commission — Second Reading DRAFT
Exhibit "E"
Legal Description of the Property
City Commission — Second Reading DRAFT
949A Clint Moore Road
Boca Raton, Florida 33487
SURVEYING&MAPPING
Certificate of Authorization No. LB7264
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION
(NOT A SURVEY)
MIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
_2
4
3
7
1TH
lie I
moos
MO II
(4
H
IlIiL-111111
4
N
6 T.
Illl� III
CERTIFICATION
IHEREBY CERTIFY THAT THE SKETCH AND DESCRIPTION SHOWN HEREON
COMPLIES WITH MINIMUM TECHNICAL STANDARDS AS CONTAINED IN
CHAPTER 5J-17.051, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO
SECTION 472.027, FLORIDA STATUTES, AND THAT SAID SKETCH AND
DESCRIPTION IS TRUE AND CORRECT TO THE BEST .OF MY KNOWLEDGE
AND BELIEF AS PREPARED UNDER MY DIRECTION.
JEFF S. HODAPP
SURVEYOR AND MAPPER
FLORIDA LICENSE NO. LS5111
2
4
1
0
61
Protect Nome: MIAMI WORLDCENTER
DATE: 03/11/2014
JOB NO. 07139
DWG BY. JSH
REV. 8-19-2014
CK'D By. JEK SHEET I OF 15
949A Clint Moore Road
Boca Raton, Florida 33487
E
SURVEYINGBMAPPING
Certificate of Authorization No. LB7264
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION
(NOT A SURVEY)
MIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
LEGAL DESCRIPTION
(1) All of Lot 2 Block 18 North, together with a portion of Lots 1, 3, 4, 5, 15,
16, 19 and 20 Block 18 North, City of Miami, according to the plat thereof, as
recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County,
Florida, being more particularly described as follows:
Beginning at the Northwest corner of said Lot 2 Block 18 North; thence North
87° 43'42" East, along the North line of said Lots 2 and 1, a distance. of 90.18
feet; thence South 02° 13'55" East, along a line 10 feet West of and parallel
with the East line of said Lot 1, a distance of 125.12 feet; thence North
87° 43'42" East, along a line 25 feet North of and parallel with the South line
of said Lot 1, o distance of 10.00 feet; thence South 02° 13'55" East, along the
East line of said Lots 1 and 20, a distance of 37.50 feet; thence South
87° 43'42" West, along a line 12.5 feet South of and parallel with the North line
of said Lots 19 and 20, a distance of 100.15 feet; thence North 02° 14'32" West,
along the East line of said Lot 18, a distance of 12.50 feet; thence South
87° 43'42" West, along the South line of said Lots 3 and 4, a distance of 100.15
feet; thence South 02° 15'08" East, along the east line of said Lot 16, o
distance of 25.00 feet; thence South 87° 43'42" West, along a line 25 feet South
of and parallel with the North line of said Lot 16, a distance of 50.07 feet;
thence North 02° 15'26" West, along the eost line of said Lot 15, a distance of
12.50 feet; thence South 87° 43'42" West, along a line 12.5 feet South of and
parallel with the North line of said Lot 15, a distance of 50.07 feet; thence
North 02° 15'44" West, along the West line of said Lot 15, a distance of 12.50
feet; thence North 87° 43'42" East, along the North line of said Lot 15, a
distance of 50.07 feet; thence North 02° 15'26" West, along the West line of said
Lot 5, a distance of 25.00 feet; thence North 87° 43'42" East, along o line 25
feet North of and parallel with the South line of said Lots 5, 4 and 3, a
distance of 150.23 feet; thence North 02° 14'32" West, along the West line of
said Lot 2, a distance of 125.12 to the Point of Beginning.
Together with:
(2) All of Lots 2, 3, 4, 5, 6, 7, 8, 9, 14 and 15 Block 19 North, together with
a portion of Lots 1, 10, 11, 12, 13, 16, 17, 18, 19 and 20 Block 19 North, City
of Miami, according to the plot thereof, as recorded in Plat Book B, at Page 41,
of the Public Records of Miami -Dade County, Florida, being more particularly
described as follows:
NOTES
1. REPRODUCTIONS OF THIS SKETCH ARE NOT VALID
WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED
SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER.
2. BEARINGS SHOWN HEREON ARE BASED ON THE
FLORIDA COORDINATE SYSTEM, EAST ZONE, GRID NORTH,
1983 STATE PLANE TRANSVERSE MERCATOR PROJECTION,
1990 ADJUSTMENT.
3. NO SEARCH OF THE PUBLIC RECORDS WAS MADE
IN THE PREPARATION OF THIS SKETCH AND DESCRIPTION.
4. OF THE 24.008 ACRES SHOWN ON THIS SKETCH AND
DESCRIPTION, 2.083 ACRES ARE ROAD RIGHT-OF-WAY
FOR NE 7th STREET, NE 8th STREET AND NE 9th STREET.
ABBREVIATIONS
L• ARCLENGTH
CONC. • CONCRETE
COR. • CORNER
D DELTA (CENTRAL ANGLE)
L.B. • LICENSED BUSINESS
L.S. • LICENSED SURVEYOR
O.R.B. • OFFICIAL RECORDS BOOK
P.O.B. • POINT OF BEGINNING
P.O.C. • POINT OF COMMENCEMENT
P.B. • PLAT BOOK
M.D.C.R.• MIAMI-DADE COUNTY RECORDS
PG. • PAGE
P.S.M. • PROFESSIONAL SURVEYOR
8 MAPPER
R/W RIGHT-OF-WAY
JOB NO.
07139
Project name.
MIAMI WORLDCENTER
DW5 BY,
JSH
JEK
'SCALE, N/A.
DATE, 03/11/2014
)
SHEET 2 OF 15
CK'D By,
949A Clint Moore Road
Boca Raton, Florida 33487
SURVEYING8,MAPPING
Certificate of Authorization No. LB7264
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION
(NOT A SURVEY)
MIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
LEGAL DESCRIPTION
Beginning at the Southwest corner of said Lot 14 Block 19 North; thence North
02 14'10" West, along the West line of said Lot 14, a distance of 125.12 feet;
thence South 87° 43'42" West, along a line 25 feet South of and parallel with the
North line of said Lot 13, a distance of 50.00 feet; thence North 02° 14'05"
West, along the West line of said Lot 13, a distance of 10.00 feet; thence South
87° 43'42" West, along a line 15 feet South of and parallel with the North line
of said Lot 12, a distance of 50.00 feet; thence South 02° 14'00" East, along the
West line of said Lot 12, a distance of 10.00 feet; thence South 87° 43'42" West,
along a line 25 feet South of and parallel with the North line of said Lot 11, a
distance of 50.00 feet; thence North 02° 13'55" West, along the West line of said
Lots 11 and 10, a distance of 50.00 feet; thence North 87° 43'42" East, along a
line 25 feet North of and parallel with the South line of soid Lot 10, a
distance of 10.00 feet; thence North 02° 13'55" West, along a line 10 feet East
of and parallel with the West line of said Lot 10, a distance of 125.12 feet;
thence North 87° 43'42" East, along the North line of said Lots 2 through 10, a
distance of 439.95 feet; thence South 02° 14'38" East, along the East line of
said Lot 2, a distance of 65.00 feet; thence North 87° 43'42" East, a distance of
11.88 feet; thence South 12° 48'54" East, o distance of 57.09 feet; thence North
87° 43'42" East, along a line 29 feet North of and parallel with the South Tine
of said Lot 1, a distance of 27.65 feet; thence South 02° 15'27" East, along the
east line of said Lots 1 and 20, a distance of 54.00 feet; thence South
87° 43'42" West, along a line 25 feet South of and parallel with the North line
of said Lot 20, o distance of 10.01 feet; thence North 02° 14'43" West, along a
line 10 feet West of and parallel with the East line of said Lot 20, distance
of 22.50 feet; thence South 87° 43'42" West, along o line 2.50 feet South of and
parallel with the North line of said Lot 20, a distance of 2.72 feet to a point
on the arc of a circular curve to the right, at which the radius point bears
South 81° 16'36" West; thence Southerly along the orc of said curve, having a
radius of 425.88 feet and a central angle of 06° 28'41", a distance of 48.15
feet to the point of tangency; thence South 02° 14'43" East, along a line 10 feet
West of and parallel with the East line of said Lot 20 a distance of 89.57 feet;
thence South 87° 43'41" West, along a line 10 feet North of and parallel with the
South line of said Lots 16 through 20, a distance of 240.01 feet; thence South
02° 14'19" East, along the East line of said Lot 15, a distance of 10.00 feet;
thence South 87° 43'41" West, along the South line of said Tots 14 and 15, a
distance of 100.00 feet to the Point of Beginning.
Together with:
(3) All of Lots 1, 2, 3, 4, 5, 9, 10, 11, 12, 13, 19 and 20 Block 23 North,
together with a portion of Lots 6, 7 and 8 Block 23 North, City of Miami,
according to the plot thereof, as recorded in Plat Book B, at Page 41, of the
Public Records of Miami -Dade County, Florida, being more particularly described
as follows:
Beginning of the Northeast corner of soid Lot 3 Block 23 North; thence South
02° 13'55" East, along the East line of soid Lots 1 and 20, a distance of 299.97
feet; thence South 87° 43'37" West, along the South line of said Lots 10 and 20,
a distance of 100.06 feet; thence North 02° 14'32" West, along the West line of
said Lot 19, o distance of 149.99 feet; thence South 87° 43'39" West, along the
South line of said Lots 3 through 7, a distance of 250.22 feet; thence South
Jae NO. 07/39
Protect Nnrro: MIAMI WORLDCENTER l ows sr: JSH !SCALE! N/A
ICK•D By' JEK (DATE, 03/11/2014
SHEET 3 OF 15
949A Clint Moore Road
Boca Raton, Florida 33487
SURVEYING&MAPPINNG
Certificate of Authorization No. LB7264
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION
(NOT A SURVEY)
MIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
LEGAL DESCRIPTION
02° 16'03" East, along the East line of said Lot 13, o distance of 149.99 feet;
thence South 87° 43'37" West, along the South line of said Lots 13, 12 and 11, a
distance of 150.09 feet; thence North 02° 16'57" West, along the West line of
said Lots 11 and 10, a distance of 299.98 feet; thence North 87° 43'41" East,
along the North line of said Lots 10 and 9, a distance of 100.11 feet; thence
South 02° 16'21" East, along the East line of said Lot 9, a distance of 8.00
feet; thence North 87° 43'41" East, along a line 8 feet South of and porollel
with the North line of said Lots 8 and 7, a distance of 100.11 feet; thence
South 02° 15'45" East, along the East line of said Lot 7, a distance of 2.00
feet; thence North 87° 43'41" East, along a line 10 feet South of and parallel
with the North Tine of said Lot 6, a distance of 50.06 feet; thence North
02° 15'26" West, along the East line of said Lot 6, a distance of 10.00 feet;
thence North 87° 43'41" East, alon9 the North line of said Lots 1 through 5, a
distance of 250.28 feet to the Point of Beginning.
Together with:
(4) All of Lots 8 through 19 Block 22 North, together with a portion of Lots
1 and 20 Block 22 North, and all of Lots 2 through 18 Block 39 North,
together with a portion of Lots 1, 19 and 20 Block 39 North, and all of Lots 2
through 10 and 13 through 19 Block 42 North, together with o portion of Lots 1,
11, 12 and 20 Block 42 North, and a portion of Lots 1 through 10 Block 59 North,
and a portion of the 50 foot platted roadway Tying between said Blocks 22 and
39, and a portion of the 50 foot plotted roadway lying between said Blocks 39
and 42, and a portion of the 50 foot platted roadway Tying between said Blocks
42 and 59, all of City of Miami, according to the plat thereof, as recorded in
Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida,
being more particularly described as follows:
Beginning at the Northwest corner of said Lot 10 Block 22 North; thence North
87° 43'41" East, along the North line of said Lots 10, 9 and 8 Block 22, a
distance of 102.53 feet; thence South 02° 14'10" East, along the East line of
said Lot 8 Block 22, a distance of 10.00 feet; thence North 87° 43'41" East,
along a line 10 feet South of and parallel with the North line of said Lots 6
and 7, a distance of 100.01 feet; thence South 02° 14'19" Eost, along the West
line of said Lot 5, a distance of 2.50 feet; thence North 87° 43'41" East, along
a line 12.5 "feet South of and parallel with the North line of said Lots 1
through 5, a distance of 225.51 feet to the point of curvature of a circular
curve to the right; thence Eosterly and Southerly along the arc of said curve,
having a radius of 7.00 feet and a central angle of 90° 00'00", a distance of
11.00 feet; thence North 87° 45'16" East, a distance of 2.50 feet; thence South
02° 14'43" East, along a line, 15 feet West of and parallel with the Eost line
of said Lots 1 and 20 Block 22, o distance of 202.47 feet; thence South
87° 43'39" West, a distance of 2.50 feet; thence South 02° 14'43" Eost,
along a Tine 17.5 feet West of and parallel with the East line of said Lot
20 Block 22, a distance of 77.98 feet; thence South 87° 43'37" West, along
the South line of said Lot 20 Block 22, a distance of 17.50 feet; thence
South 02° 14'43" East, along a line 35 feet West of and parallel with the East
line of said Lots 1 and 20 Block 39 and the Northerly extension thereof, a
JOB NO. 07139
Pro! ect Name. MIAMI WDRLnCENTER
Dwc BY, JSH
SCALE. N/A r
CK'D By. JEK
DATE. 03/11/2014 SHEET 4 OF 15
949A Clint Moore Road
Boca Raton, Florida 33487
SURVEYING&MAPPING
Certificate of Authorization No. LB7264
Tel: (561) 241-9988
Fax: (561) 241-6182
SKETCH AND LEGAL DESCRIPTION
(NOT A SURVEY)
IiUIIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
LEGAL DESCRIPTION
distance of 289.59 feet; thence South 87° 43'16" West, along a line 60.5 feet North
of and parallel with the South line of said Lots 20 and 19 Block 39, a distance
of 65.03 feet; thence South 02° 14'34" East, along the West line of said Lot 19
Block 39 and the Southerly extension thereof, a distance of 110.50 feet; thence
North 87° 43'16" East, along the North line of said Lots 2 and 1 Block 42, a
distance of 90.04 feet; thence South 02° 14'43" East, along a line 10 feet West
of and parallel with the east line of said Lot 1 Block 42, a distance of 140.00
feet; thence North 87° 43'16" East, along a line 140 feet South of and parallel
with the North line of said Lot 1 Block 42, a distance of 10.00 feet; thence
South 02° 14'43" East, along the east line of said Lots 1 and 20 Block 42, a
distance of 60.03 feet; thence South 87° 41'53" West, along a line 100 feet North
of and parallel with the South line of said Lot 20 Block 42, o distance of 10.00
feet; thence South 02° 14'43" East, along o line 10 feet West of and parallel
with the East line of said Lot 20 Block 42, a distance of 100.00 feet; thence
South 87° 41'53" West, along the South line of said Lot 20 Block 42, a distance
of 23.00 feet; thence South 02° 14'43" East, along o line 33 feet West of and
parallel with the East line of said Lot 1 Block 59 and the Northerly extension
thereof, o distance of 154.94 feet; thence South 87° 41'43" West, along a line 45
feet North of and parallel with the South line of said Lots 1 through 10 Block
59, a distance of 467.30 feet; thence North 02° 13'55" West, along the West line
of said Lot 10 Block 59, a distance of 104.96 feet; thence North 87° 41'52" East,
along the North line of said Lot 10 Block 59, a distance of 8.00 feet; thence
North 02° 13'55" West, a distance of 50.00 feet; thence South 87° 41'53" West,
along the South line of said Lot 11 Block 42, a distance of 8.00 feet; thence North
02° 13'55" West, along the West line of said Lots 11 and 10, Block 42, a distance
of 300.22 feet; thence North 87° 43'16" East, along the North line of said Lot 10
Block 42, a distance of 8.00 feet; thence North 02° 13'55" West, a distance of
50.00 feet; thence South 87° 43'16" West, along the South line of said Lot 11
Block 39, a distance of 8.00 feet; thence North 02° 13'55" West, along the west
line of said Lots 11 and 10 Block 39, a distance of 300.13 feet; thence North
87° 43'37" East, along the North line of said Lot 10 Block 39, a distance of 8.00
feet; thence North 02° 13'55" West, a distance of 50.00 feet; thence South
87° 43'37" West, along the South line of said Lot 11 Block 22, o distance of 8.00
feet; thence North 02° 13'55" West, along the West line of said Lots 11 and 10
Block 22, a distance of 299.97 feet to the Point of Beginning.
Together with:
(5) All of Lots 4, and 12 through 20 Block 43 North, together with a portion of
Lots 1, 2 and 3 and Lots 5 through 11 and lot 20 Block 58 North, and a portion
of Lots 1 through 10 Block 58 North, and o portion of the 50 foot platted
roadway lying between said Blocks 43 and 58, all of the City of Miami, according
to the plot thereof, as recorded in Plat Book B, of Page 41, of the Public
Records of Miomi-Dade County, Florida, being more particularly described as
follows:
BOB NO. 07139
FrOJect NOR16.
MIAMI WORRLDCENTEE
DWG BY: JSH
CK'D By' JEK
SCALE. n/A
DATE, 03/11/2014
SHEET 5 OF 15
949A Clint Moore Road
Boca Raton, Florida 33487
SURVEYING&MAPPING
Certificate of Authorization No. LB7284
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION
(NOT A SURVEY)
MIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
LEGAL DESCRIPTION
Beginning at the Southeast corner of said Lot 20 Block 43 North; thence South
87 41'53" West, olong the South line of said Lot 20 Block 43, a distance of
10.00 feet; thence South 02° 13'55" East, along a line 10 feet west of and
parallel with the East line of said Lot 1 Block 58 and the Northerly extension
thereof, a distance of 169.96 feet; thence South 87° 41'43" West, along o line 30
feet North of and parallel with the South line of said Lot 1 Block 58, a
distance of 39.95 feet; thence North 02° 14'14" West, along the West line of said
Lot 1, a distance of 15.00 feet; thence South 87° 41'43" West, along a line 45
feet North of and parallel with the South line of said Lots 2 through 8 Block
58, a distonce of 349.68 feet; thence South 02° 16'21" East, along the Eost line
of said Lot 9 Block 58, a distance of 15.00 feet; thence South 87° 41'43" West,
along o line 30 feet North of and parallel with the South line of said Lots 9
and 10 Block 58, a distance of 99.91 feet; thence North 02° 16'57" West, along
the West line of said Lot 10 Block 58, o distance of 119.98 feet; thence North
87° 41'53" Eost, along the North line of said Lot 10 Block 58, a distance of
10.00 feet; thence North 02° 16'57" West, along a line 10 feet East of and
parallel with the West line of said Lots 10 and 11 Block 43 and the Southerly
extension thereof, a distance of 339.64 feet to a point on the arc of o circular
curve to the right, at which the radius point bears South 49° 26'57" East; thence
Northeasterly along the arc of said curve, having a radius of 15.00 feet and a
central angle of 04° 20'13", a distance of 1.14 feet; thence North 87° 43'16"
East, along a line 10 feet South of and parallel with the North line of said
Lots 5 through 10 Block 43, a distance of 264.16 feet; thence North 02° 15'17"
West, along the West line of the East one-half of soid Lot 5 Block 43, a
distance of 10.00 feet; thence North 87° 43'16" Eost, along the North line of
said Lots 4 and 5 Block 43, a distance of 74.99 feet; thence South 02° 14'50"
Eost, along the east line of said Lot 4 Block 43, a distance of 10.00 feet;
thence North 87° 43'16" East, along a line 10 feet South of and parallel with the
North line of said Lots 3, 2, and 1 Block 43, a distance of 139.98 feet; thence
South 02° 13'55" East, along a line 10 feet West of and parallel with the East
line of said Lot 1 Block 43, a distance of 140.12 feet; thence North 87° 42'34"
East, along the South line of said Lot 1 Block 43, a distonce of 10.00 feet:
thence South 02° 13'55" East, along the east line of said Lot 20 Block 43, a
distance of 150.12 feet to the Point of Beginning.
Together with:
(6) A portion of Lots 11, 12, 13 and 14 Block 58 North, City of Miami, according
to the plat thereof, as recorded in Plot Book B, of Page 41, of the Public
Records of Miami -Dade County, Florida, being more particularly described as
follows:
Beginning at the Southwest corner of said Lot 11 Block 58 North; thence North
02° 16'57" West, along the West line of said Lot 11, a distance of 119.98 feet;
thence North 87° 41'34" East, along a line 30 feet South of and parallel with the
North line of said Lots 11, 12, 13 and 14, a distance of 199.79 feet; thence
South 02° 15'45" East, along the East line of said Lot 14, a distance of 119.97
feet; thence South 87° 41'34" West, along the South line of said Lots 11, 12, 13
and 14, a distance of 199.75 feet to the Point of Beginning.
1.109 NO. 07139
Prelect No,r3:
M! MI WORLDCENTER
Dwc BY, JSH lscA! E, N/A
CK'D By, JEK
DATE, 03/11/2014
SHEET 6 OF 15
949A Clint Moore Road
Boca Raton, Florida 33487
SURVEYING&MAPPING
Certificate of Authorization No. LB7264
Tel: (561) 241-99::
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION
(NOT A SURVEY)
MIAlMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
LEGAL DESCRIPTION
Together with:
(7) A portion of Lots 19 and 20 Block 58 North, City of Miami, according to the
plat thereof, as recorded in Plot Book B, at Page 41, of the Public Records of
Miami -Dade County, Florida, being more particularly described as follows;
Beginning at the Southwest corner of said Lot 19 Block 58 North; thence North
02 14'32" West, along the west line of said Lot 19, a distance of 119,97 feet;
thence North 87° 41'43" East, along a line 30 feet South of and parallel with the
North line of said Lots 19 and 20, a distance of 89.90 feet; thence South
02° 13'55" East, along a line 10 feet West of and parallel with the East line of
said lot 20, a distance of 119.96 feet; thence South 87° 41'34" West, along the
South line of said Lots 19 and 20, a distance of 89.88 feet to the Point of
Beginning.
Said lands all situate in the City of Miami, Miami -Dade County, Florida and
contain 24.008 acres, more or less.
Joe No. 07139
Pro)ect Name; MIAMI WORLDCENTER
DWG BY, JSH
cR•CI By; JEK
SCALE; N/A
DATE, 03/11/2014
SHEET 7 OF 15
949A Clint Moore Road
Boca Raton, Florida 33487
E
SURVEYING&MAPPING
Certificate of Authorization No. LB7264
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY)
MIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
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MIAMI WORLDCENTER
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DATE:
03/11/2014
SHEET 8 OF 15
949A Clint Moore Road
Boca Raton, Florida 33487
SURVEYING&MAPPING
Certificate of Authorization No. LB7264
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY)
MIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
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DATE. 03/11/2014
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949A Clint Moore Road
Boca Raton, Florida 33487
SURVEYING&MAPPING
Certificate of Authorization No. LB7264
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY)
MIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
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SCALE 1"•80'
DATE, 03/11/2014
SHEET 10 OF 15
949A Clint Moore Road
Boca Raton, Florida 33487
SURVEYING&MAPPING
Certificate of Authorization No. IB7264
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY)
MIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
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03/11/2014 SHEET II OF IS
949A Clint Moore Road
Boca Raton, Florida 33487
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SURVEYI NG&MAPPING
Certificate of Authorization No. LB7264
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY)
MIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
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JOB NO. 07139
Project Nome. MIAMIWORLDCENTER
DWG BY, JSH
SCALE, 1"•80'
CK'D By. JEK
DATEI 03/11/2014 I SHEET 12 OF 15
949A Clint Moore Road
Boca Raton, Florida 33487
SURVEYING&MAPPING
Certificate of Authorization No. L87264
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY)
MIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
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JOB NO. 07139
Protect Name!
MIAMI WORLDCENTER
DWG Br. JSH (SCALE. 1"•80
CK'D By JEK (DATE. 03/11/2014
SHEET 13 OF 15
949A Clint Moore Road
Boca Raton, Florida 33487
SURVEYING&MAPPING
Certificate of Authorization No. L87284
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY)
MIAMI WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
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JOB No. 07139
Project Nome,
MIAMI WORLDCENTER
DWG BY, JSH (SCALE, 1"-80
CK'D By, JEK IDAIE. 03/11/2014 I SHEET 14 OF 15
949A Clint Moore Road
Boca Raton, Florida 33487
omE
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SURVEYING&MAPPING
Certificate of Authorization No. LB7264
Tel: (561) 241-9988
Fax: (561) 241-5182
SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY)
i1flI�4MI1 WORLDCENTER - COMMUNITY DEVELOPMENT DISTRICT
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CD 01
JOB NO. 07139
PfefeCt Name,
MIAMI WORLDCENTER I DYID BY, JSH
I CK'D Bye JEK
SCALE, r•80'
UATL,
03/11/20141 SHEET 15 OF 15
4
Exhibit"
Public Open Spaces Easement Agreement
1v1 WC Development Agreement — Second Reading DRAFT 09/25/2014 v 14MA1A 183700945v12
MJ.4-1840990874
MIA 184107861v1
MIA 184108805v1
Exhibit "F"
Public Open Spaces Easement Agreement
City Commission — Second Reading DRAFT
This instrument is prepared by (and after recording)
please return this instrument to:
Iris Escarra, Esq.
Greenberg Traurig
333 Avenue of Americas
44th Floor
Miami, FL 33131
Reserved for Recording
OPEN SPACE EASEMENT AND MAINTENANCE AGREEMENT
THIS OPEN SPACE EASEMENT AND MAINTENANCE AGREEMENT ("Easement
Agreement") is entered this 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, FLORIDA, a municipal corporation and a political subdivision of the State of Florida
("City", hereinafter the Developer and the City may be referred to as the "Parties").
RECITALS
WHEREAS, the Developer holds fee simple title to that certain assemblage of real
property located in the MWC District (collectively, "Property"), generally bound by NE 11 th
Street on the North, NE 6th Street on the South, NE 2"d Avenue on the East, and North Miami
Avenue on the West, containing 23 +/- acres, or 1,001,880 +/- square feet;
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 City Commission ("Commission") on November 13, 2008 through Resolution No. 08-
0658, (collectively, "Approval Resolution");
WHEREAS, on or about , 2014, the Developer and the City entered
into that certain Amended and Restated Development Agreement between the Parties, which was
approved by the Commission through Resolution No. ("Amended and Restated
Development Agreement");
WHEREAS, the Parties mutually desire for the Property to provide various types of open
space (collectively, "Open Spaces") within the Project, legal descriptions of which are attached as
Exhibit "A", substantially consistent with the Conceptual Open Spaces Plan ("Open Spaces
Plan") attached as Exhibit "B", and also consistent with the terms, conditions, and mutual
obligations contained in the Initial Agreement and the Amended and Restated Development
Agreement; and
WHEREAS, the Developer will retain ownership of the Open Spaces but shall grant the
City a non-exclusive easement allowing public access to the Open Spaces as depicted in the Open
Spaces Plan attached as Exhibit B;
MIA 183590082v4
Open Space Easement
And Maintenance Agreement
Reserved for Recording
NOW, THEREFORE, in consideration of the mutual covenants, obligations, and
conditions contained in this Easement Agreement, the Parties mutually agree and bind themselves
as detailed below:
1. Recitals. The foregoing recitals are true and correct and are incorporated as if set
forth herein.
2. Open Space. The Developer agrees to designate the following Open Spaces
within the Property:
(a) One (1) public Open Space containing a minimum of 20,000 contiguous square
feet, as shown on Exhibit B;
(b) One (1) public Open Space containing a minimum of 14,000 contiguous square
feet, as shown on Exhibit B; and
(c) Sidewalks and similar pedestrian passageways, excluding Paseos as defined
and depicted in Appendix D of Miami 21, designed to encourage increased
pedestrian activity including shopping, entertainment, and outdoor seating in the
general areas conceptually identified on the Regulating Plan attached to this
Easement Agreement as Exhibit "C".
3. Open Space Maintenance, Operation, and Liability Agreement. The
Developer, including successors and assigns of the Developer, shall be responsible for
maintaining, repairing, and all associated upkeep of the Open Spaces (including all improvements
or similar structures which may be constructed or located thereon from time to time) in a safe
manner, in compliance with applicable laws and building regulations, and in a manner which does
not otherwise impede the exercise of the easement rights in this Easement Agreement.
4. Term of Easements. The easement(s) over the Open Spaces in favor of the City
and the public granted in this Easement Agreement shall commence on the date of recordation in
the Public Records of Miami -Dade County, Florida.
5. Construction and Development of Open Spaces. The Parties acknowledge that
as part of the process to develop the Property, access to the Open Spaces may be temporarily
impeded for purposes of constructing, maintaining, or repairing the Open Spaces. The Developer
will provide the City with advance written notice of any temporary impediments to accessing the
Open Spaces.
6. Compliance With Laws. The Developer shall at all times comply with applicable
municipal, county, state, and federal laws, ordinances, codes, statutes, rules, and regulations.
7. Miscellaneous.
2 of 10
MIA 183590082v4
Open Space Easement
And Maintenance Agreement
Reserved for Recording
a. Enforcement. The provisions of this Easement Agreement may be enforced by
all available remedies at law or in equity (provided, however, that in no event
shall any party have the right to seek to terminate any of the easement rights
granted hereunder) by the Developer.
b. Construction. The section headings contained in this Easement Agreement are
for reference purposes only and shall not affect the meaning or interpretation of
the provisions herein. All of the parties to this Easement Agreement have
participated fully in the negotiation of this Easement Agreement, and
accordingly, this Easement Agreement shall be equally construed as between
the Parties, including their successors and assigns. In construing this Easement
Agreement, the singular shall be held to include the plural, the plural shall be
held to include the singular, and reference to any particular gender shall be
held to include every other and all genders.
c. Notices. All notices, demands, or requests given under this Easement
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 a listed below.
Any notice given pursuant to this Easement 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 SW 2nd Avenue
9th Floor
Miami, FL 33130
To the Developer:
Managing Member
Miami WorldCenter LLC.
1010 NE 2nd Avenue
Miami, FL 33132
With copies to:
3 of 10
MIA 183590082v4
Open Space Easement
And Maintenance Agreement
Greenberg Traurig, P.A.
Attn: Ryan D. Bailine, Esq.
Attn: Iris Escarra, Esq.
333 SE 2nd Avenue
Suite 4400
Miami, FL 33131
Reserved for Recording
d. Severability. In the event any term or provision of this Easement Agreement is
determined by appropriate judicial authority to be illegal or otherwise invalid,
such provision shall be given its nearest legal meaning or be construed as
deleted as such authority determines, and the remainder of this Easement
Agreement shall remain in full force and effect.
e. Successors and Assigns. This Easement Agreement shall be binding upon and
inure to the benefit of the owners from time to time of the Property, including
their respective successors and assigns. The Developer, at its sole discretion,
may assign, in whole or in part, this Easement Agreement or any of its rights
and obligations hereunder, or may extend the benefits of this Easement
Agreement, to any holder of a Property Interest without the prior written
consent or any other approval of the City. The City shall be notified in writing
within thirty (30) days after any assignment or transfer.
f. Exhibits. All of the Exhibits attached to this Easement Agreement are
incorporated in, and made a part of, this Easement Agreement.
g.
Force Majeure. For purposes of this Easement Agreement, the term "Force
Majeure" shall mean and refer to any act of God, earthquake, hurricane, flood,
riot, war, order of civil or military or naval authority, fire, strikes, extraordinary
weather conditions, labor disputes, or any other course of events reasonably
beyond the control of the Parties, as applicable (provided, however, that the
inability to fund any obligation shall never be deemed Force Majeure). To the
extent either of the Parties, as applicable, is unable to complete an obligation or
task as a result of Force Majeure, the time period for such party to complete its
obligation, to the extent there is one, shall be extended for a reasonable period
of time depending upon the nature of the Force Majeure event together with the
incomplete task or unfulfilled obligation.
h. Prevailing Party. In the event of any litigation between the Parties arising out
of this Easement Agreement, each party shall be responsible for its own
attorneys' fees and costs.
8. Reservations.
a. The Developer hereby reserves all rights of ownership in and to the Open
Spaces, including, without limitation, the right to grant further easements in,
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on, over, across, and under Open Spaces for all uses and activities that do not
materially interfere with the intent and provisions of Easement Agreement.
b. The Developer hereby reserves the right to install public utilities in the Open
Spaces subject to the approval and consent of applicable local governmental
and/or regulatory agencies.
9. Recordation. A fully executed version of this Easement 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, and shall be binding on the
property legally described in Exhibit A of this Easement Agreement.
10. Amendments; Termination. Subject to the other provisions hereof, the provisions of
this Easement Agreement relating to the easements may not be amended, modified, or terminated
except by written release and/or agreement of all of the then effected owners of the Property
seeking such amendment, the holders of any mortgages of record encumbering same, and the
Manager of the City of Miami or his or her successor, in a form acceptable to the City Attorney.
The City shall not unreasonably withhold, condition, or deny any such requests to amend this
Easement Agreement. Further, no modification or amendment shall be effective unless in writing
and recorded in the Public Records of Miami -Dade County, Florida.
11. Estoppel Certificate. Upon request by any party to this Easement 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 Easement
Agreement is unmodified and in full force and effect (or if there have been any modifications, a
description of such modifications and that this Easement Agreement as modified is in full force
and effect); (b) that to the best knowledge of such party, the requesting party is not, at that time,
in default under any provision of this Easement Agreement, or, if in default, the nature thereof in
detail; (c) to the best knowledge of such party, whether such party has a claim against the other
party under this Easement 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 by (i) any prospective purchaser of the fee or mortgage or
assignee of any mortgage on the fee of the Property or any portion thereof and/or (ii) any
prospective or existing lender of the Developer as identified by the Developer in its request
therefor.
12. Entire Agreement. This Easement Agreement constitutes the entire agreement
between the Parties with respect to the subject matter hereof and supersedes all prior agreements,
understandings and arrangements, both oral and written, between the Parties.
NOW, WHEREOF, the City and the Developer have caused this Open Space Easement
and Maintenance Agreement to be duly executed.
[SIGNATURE PAGES FOLLOW]
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MIAMI WORLDCENTER HOLDINGS LLC.,
a Delaware limited liability company
By: PWV Group 1 Holdings, LLC.,
a Delaware limited liability company
By:
Name:
Title:
By: 701 North Miami (FL), LLC.,
a Delaware limited liability company
By:
Name:
Title:
Miami First, LLC., a Delaware limited liability company
By:
Print Name
As:
Miami Second, LLC., a Delaware limited liability company
By:
As:
Print Name
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Miami Third, LLC., a Delaware limited liability company
By:
Print Name
As:
Miami Fourth, LLC., a Florida limited liability company
By:
Print Name
As:
Miami A/I, LLC., a Delaware limited liability company
By:
As:
Print Name:
FORBES MIAMI NE 1ST AVENUE LLC,
a Michigan limited liability company
By: Forbes Miami LLC.,
a Michigan limited liability company
By:
Name:
Title:
By: Forbes Family Miami, LLC.,
a Michigan limited liability company
By:
Name:
Title:
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STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
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 personally known to me or have
produced as identification.
NOTARY PUBLIC
Print Name:
Commission No.
Commission Expires:
[SEAL]
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CITY OF MIAMI, FLORIDA
By:
Daniel J. Alfonso, City Manager
ATTEST:
By:
Todd B. Hannon, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
By:
Victoria Mendez, City Attorney
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