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Exhibit - Agreement FR/SR
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI AND 3170 HOLDINGS, LLC, REGARDING DEVELOPMENT OF THE BLUE ON CORAL WAY PROJECT LOCATED AT 3170 SW 22 STREET IN MIAMI, FLORIDA TIIIS DEVELOPMENT AGREEMENT is entered into this day of 2014, by and between 3170 HOLDINGS, LLC., a Florida limited liability company (the "Developer"), and the CITY OF MIAMI, a municipal corporation and political subdivision of the State of Florida (the "City"). The Developer and City are collectively referred herein to as the "Parties." WITNESSETH: WHEREAS, Developer holds fee simple title to the Property located at 3170 SW 22nd Street, Miami, Florida, the legal description of which is attached hereto as Exhibit "A" (the "Property"); and WHEREAS, on March 25, 2004, the Miami City Commission adopted Resolution No. R-04-0193, attached hereto as Exhibit "B", approving a Major Use Special Permit ("MUSP") under the City's previous zoning code, Zoning Ordinance 11000, ("ZO 11000") (the "Coral Way MUSP") attached hereto as Exhibit "C", as set forth in the approved development plans entitled "The Blue at Coral Way," prepared by Rizo Carreno & Partners, dated September 10, 2003; and WHEREAS, as per the survey of the Property, prepared by Schwebke-Shiskin & Associates, Inc., dated March 14, 2014, attached hereto as Exhibit "D", the Property has a total Net Lot Area of 57,115 square feet or 1.311 acres; and WHEREAS, the Coral Way MUSP was approved pursuant to the Property's former zoning designation under the ZO 11000 Atlas, C-1 Restricted Commercial District ("C-1") as located within the SD-23 Coral Way Special Overlay District ("SD-23"); and WHEREAS, in the aftermath of the recent economic downturn, the Property was the subject of a foreclosure action and a subsequent bankruptcy proceeding, and the Coral Way MUSP expired; and WHEREAS, the Property is currently underutilized in that it consists of vacant, undeveloped lots secured by chain link fencing; and WHEREAS, the status of the Property is inconsistent with the City's vision for this area and the City wishes to encourage continued economic development following the aftermath of the economic downturn through the redevelopment of the Property; and WHEREAS, Chapter 2, Section 2-213 of the City of Miami Code of Ordinances, entitled "Pilot Program for Distressed Development Sites," provides a process for renewing and MIA 184090727v1 extending certain previously approved development orders that were the subject of bankruptcy proceedings for a limited term of one year, including MUSPs, pursuant to the approval of a development agreement which includes the timeframe within which construction must commence and those public benefits voluntarily proffered to the benefit of the City including provision of Civil Support Space and/or Civic Space ("Pilot Program Ordinance"); and WHEREAS, the Developer has notified the City's Planning and Zoning Department with a copy to the City Attorney's Office indicating that the Coral Way MUSP is eligible for the one year extension under the Pilot Program Ordinance as required by Chapter 2, Section 2-213(c) of the City's Code of Ordinances; and WHEREAS, the City has attempted to secure a location within the vicinity of the Property for the construction of a new fire station to meet the City's need to service the continued growth generated within its' jurisdictional boundaries; and WHEREAS, the Developer has agreed to construct a fire station within the Project for use by the City's Fire Department (the "Fire Station" or "Shenandoah Fire Station") and to lease the Shenandoah Fire Station to the City, subject to the terms and conditions set forth in this Agreement; and WHEREAS, the City and Developer wish to enter into this Development Agreement in order to encourage redevelopment of the Property in substantial accordance with the Coral Way MUSP and to set forth the terms and conditions for the construction and lease of the Shenandoah Fire Station between the Parties; and WHEREAS, the Developer and City desire to set forth and agree upon certain fire rescue impact fee credits as provided herein that the Developer will be entitled to receive from City in consideration for the construction and lease of the Shenandoah Fire Station to the City, subject to the terms and conditions set forth in this Agreement; and WHEREAS, as of the Effective Date, there is sufficient development capacity for purposes of concurrency available to accommodate the proposed development on the Property and the Developer has reserved such capacity through appropriate means with the City; and WHEREAS, the Florida Legislature has declared that assurance to a developer that it may proceed in accordance with the existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning process, encourages sound capital improvement and financing, assisting in assuring there are adequate capital facilities for the development, encourages private participation in comprehensive planning, and reduces the economic costs of development; and WHEREAS, the Miami City Commission may delegate authority to the City Manager to execute this Agreement upon the terms and conditions set forth below, and the Managing Members and Board of Directors of the Developer or their parent or controlling entities have authorized the Developer to execute this Agreement upon the terms and conditions set forth below; and MIA 184090727v1 NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the Developer and City agree as follows: Section 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated herein by reference. All exhibits to the Agreement are hereby deemed a part hereof. Section 2. Consideration. The Parties hereby agree that the consideration and obligations recited and provided for under this Agreement constitute substantial benefits to both Parties and thus adequate consideration for this Agreement. Section 3. Definitions. Capitalized terms which are not specifically defined herein shall have the meaning given in the City's zoning code, Miami 21. "Agreement" means this Development Agreement between the City and Developer. "City" means the City of Miami, a municipal corporation and a political subdivision of the State of Florida, and all departments, agencies, and instrumentalities subject to the jurisdiction thereof. "Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163, Florida Statutes (2013), meeting the requirements of Section 163.3177, Florida 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. "Coral Way MUSP" is that certain Major Use Special Permit approved by the Miami City Commission by Resolution No. R-04-0193 under Zoning Ordinance 11000 for the property located at approximately 3170 SW 22 Street, Miami, Florida, attached as Exhibit "C." "County" means Miami -Dade County, a political subdivision of the State of Florida. "Developer" means the person or entities undertaking the development of the Property, defined in the preamble to this Agreement as 3170 Holdings, LLC., a Florida limited liability company, or any successors, assigns, or heirs thereof, including any condominium associations for the Property. "Development" means the carrying out of any building activity, the making of any material change in the use or appearance of any structure or land, or the dividing of land into three (3) or more parcels and such other activities as described in Section 163.3221(4), Florida Statutes (2013). "Development Permit or Order" includes any building permit, Exception, Warrant, Waiver, Variance, Major Use Special Permit, Class II Special Permit, Class I Special MIA 184090727v1 Permit or any other official action or order issued or approved by the local government having the effect of permitting the development of the Property. "Effective Date" is the date of recordation of the executed version of this Agreement. "Existing Zoning" is: (a) all entitlements approved in furtherance of the Coral Way MUSP, including any minor approvals issued by the City, such as Class I Special Permits, Class II Special Permits and Variances, and any and all subsequent modifications to the Coral Way MUSP approved by the City under either Zoning Ordinance 11000 or Miami 21; and (b) the provisions of the City of Miami Charter, Comprehensive Plan and Laws of the City of Miami, including the City of Miami's Land Development Regulations and the Code of Ordinances, as amended through the Effective Date. "Fire Rescue Impact Fee" shall mean the applicable fire impact fee imposed by and calculated by the City of Miami for the Project under Section 13-10 of the City of Miami Code of Ordinances. "Fire Station Improvements" is the construction of the Shenandoah Fire Station consisting of approximately 11,000 square feet of gross building area for a Fire -Rescue facility within the Project to be developed at the Property for the exclusive use of the City of Miami Fire Department. "Impact Fees" shall mean a fee imposed by any local government or agency based upon the new development's proportionate share of the average cost of new development including impact fees imposed by Miami -Dade County, the City of Miami and the Miami -Dade County Public Schools System. "Impact Fee Credit" means the credit applied by the City to satisfy any and all: (1) Fire Rescue Impact Fees for the Project, as set forth in Section 13-10 of the City Code of Ordinances; and (2) Impact fees generated by the development of the Fire Station Improvements on the Property, as set forth in Sections 13-9 thru 13-12 of the City Code of Ordinances. "Land" means the earth, water, and air, above, below or on the surface and includes any improvements or structures customarily regarded as land. "Land Development Regulations" shall be as defined in Section 62-11 of the City Code of Ordinances and includes the City's Comprehensive Plan regulations. "Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, and rules adopted by a local or state government affecting the development of land. MIA 184090727v1 "Project" or "The Blue on Coral Way Project" means the development of The Blue on Coral Way project in accordance with the Coral Way MUSP, any other approved development orders for the Property in furtherance of the Coral Way MUSP together with all approved modifications and specifically excluding the Fire Station Improvements. "Public Facilities" means major capital improvements, including but not limited to, transportation, sanitary sewer, solid waste, drainage, potable water, educational, parks and recreation, right-of-ways, streets, sidewalks, parking, and other facilities. Section 4. Intent. It is the intent of the Developer and the City that this Agreement shall be construed and implemented as a development agreement among the parties pursuant to the Florida Local Government Development Agreement Act, Section 163.3220 through 163.3243, F Florida Statutes (2013) ("Act"). Section 5. Term of Agreement, Effective Date, and Binding Effect. This Agreement shall have a tell ii of five (5) years from the Effective Date. This Agreement shall be recorded in the Public Records of Miami -Dade County and be filed with the City of Miami Clerk. The term of this Agreement may be extended only by mutual written consent of the Parties subject to approval at a public hearing by the Miami City Commission, pursuant to Section 163.3225, Florida Statutes (2013). This Agreement shall become effective on the Effective Date and shall constitute a covenant running with the land that shall be binding upon, and inure to, the benefit of the Parties, their successors, assigns, heirs, legal representatives, and/or personal representatives. Section 6. Development of Property Pursuant to Coral Way MUSP. The development of the Project and Fire Station Improvements will require the approval of the modification, extension and renewal of the Coral Way MUSP and other development orders approved in furtherance of the Coral Way MUSP, including any and all approved Class I Special Permits, Class II Special Permits and Variances, as permitted under Section 2-213 of the City of Miami Code of Ordinances. (a) Extension and Renewal of Coral Way MUSP Pursuant to Pilot Program Ordinance The Coral Way MUSP was approved in accordance with Zoning Ordinance 11000. The Coral Way MUSP is recognized and authorized as a previously approved Development Order under the provisions of Miami 21 and is entitled to a time extension and renewal under Chapter 2, Section 2-213 of the City's Code. The City hereby extends and renews the Coral Way MUSP, in accordance with the terms of the Pilot Program Ordinance, for a period not to exceed one (1) year from the final and non -appealable date of the Bankruptcy Court Order, attached hereto as Exhibit "E", that authorized the sale of the Property to the Developer. In approving the extension and renewal of the Coral Way MUSP, the City agrees that the Coral Way MUSP is eligible and meets all the applicable requirements and rules under the Pilot Program Ordinance. MIA 184090727v1 (b) Coral Way MUSP Development Parameters. The City previously determined that the Coral Way MUSP, including permitted uses, intensity and density, of the approved Project was consistent with the Comprehensive Plan and the City's Land Development Regulations at the time of approval. The Parties agree to complete the development of the Project in substantial accordance with the Coral Way MUSP, as may be modified by any MUSP Modifications (including those required to accommodate the Fire Station Improvements) approved by the City in accordance with Section 9 of this Agreement. (i) Lot Area. The Coral Way MUSP approved the development of the project pursuant to a total Net Lot Area of 57,119 square feet and a total Gross Lot Area of 74,617 square feet. (ii) Density. The Coral Way MUSP approved the development of a maximum total of 190 residential dwelling units at the Property. (iii) Intensity. The Coral Way MUSP approved a Floor Area Ratio of 1.72 of the Property's Gross Lot Area with an additional Planned Unit Development FAR Bonus of 20% and an Affordable Housing FAR Bonus of 25% for a total maximum permitted building floor area or FAR of 192,270 square feet, 4,135 square feet of retail space and parking and loading areas at the Property ("Approved FAR"). (iv) Building Height. Pursuant to the Coral Way MUSP, the maximum building height approved for the Project is 215 feet 8 inches and 20 Stories, including mechanical penthouse. (v) Parking. Pursuant to the Coral Way MUSP, the total parking approved for the Project is 331 parking spaces including 13 spaces for retail space, 276 parking spaces for residential use, 19 spaces for use by visitors and 8 spaces designated for use by the handicap. (vi) Access. Access to the Project for purposes of parking, loading, and service shall be permitted from both SW 22 Street (Coral Way) and SW 22 Terrace ("Access Points"). For purposes of Miami 21, both SW 22 Street (Coral Way) and SW 22 Terrace are hereby deemed to be Primary Frontages. (vii) Building Footprint. Pursuant to the Coral Way MUSP, the maximum building footprint approved at the Property is 39,000 square feet. Any increases in building footprint necessary to accommodate the Fire Station Improvements shall be permitted and reviewed in accordance with Section 7.1.3.5(d) of Miami 21. (viii) Green Space. Pursuant to the Coral Way MUSP, the minimum green space to be provided at the Project is 9,318 square feet. Any decreases in green space necessary to accommodate the Fire Station Improvements shall be permitted and reviewed in accordance with Section 7.1.3.5(d) of Miami 21. MIA 184090727v1 (ix) Building Setbacks. Pursuant to the Coral Way MUSP, the following minimum building setbacks were approved in connection with the Project: i. Front Setback - 0 feet (10 feet to building podium); ii. Side Setback - 5 feet; iii, Rear Setback - 10 feet. (c) Fire Station Improvement Development Parameters. The Developer shall meet the following minimum requirements for the construction of the Shenandoah Fire Station, as permitted by the City: (i) Intensity. The Shenandoah Fire Station's building Floor Area shall be approximately 11,000 gross square feet (inclusive of mechanical and common areas). (ii) Parking. Additionally, a total of sixteen (16) dedicated on -site parking spaces shall be provided for the Shenandoah Fire Station. Section 7. Shenandoah Fire Station Development Entitlements. The City shall, within thirty (30) days of the Effective Date of this Agreement, properly apply for and diligently pursue a Miami 21 Atlas Amendment for that certain portion of the Property fronting SW 22 Terrace and encompassing the area where the Shenandoah Fire Station is to be constructed, from T4-R to the T4-L transect zone in accordance with the provisions of Article 7, Section 7.1.2.8(b) of Miami 21. The City shall take any other reasonably necessary administrative action as required to permit Community Support Facility use at the Property for the development of the Shenandoah Fire Station, including but not limited to, land use amendments, Waiver, Warrant, Exception or Variance ("Fire Station Approvals"). All Fire Station Approvals are subject to the processes required by state and local laws, and may require public hearings, and nothing in this Agreement shall be construed as a waiver of the City's police power with regard to the Fire Station Approvals. Section 8. Public Benefit. The Parties agree that in the event that the City does not obtain the rights to permit the development of the Fire Station at the Property, the Parties will negotiate a substitute public benefit in accordance with Section 2-213(d) of the Pilot Program Ordinance. Any amendment to this Agreement must be done in in accordance with the procedures set forth in Florida Statutes and City ordinances. The City does not waive its police power, and nothing in this paragraph shall be construed to waive or abrogate the City's police power with regard to the review and approval or disapproval of an amendment to this Agreement. Section 9. Modifications to Coral Way MUSP. The Parties agree that modifications to the Coral Way MUSP, shall be accomplished pursuant to Article 7, Section 7.1.3.5(d) of Miami 21 (collectively, referred to herein as the "MUSP Modifications"). Section 10. Modifications to Include Fire Station Improvements within the Coral Way MUSP_ The Parties agree that any modifications required to the Coral Way MUSP and/or any MIA 184090727v1 other Development Orders required in order to permit the development of the Shenandoah Fire Station will be reviewed pursuant to Article 7, Section 7.1.3.5(d) of Miami 21. Furthermore, the City will act as the applicant for the Fire Station Improvements for approvals of any Development Order, modification, building permit, site plan, zoning, planning or subdivision approval, entitlement and/or certification in connection with the development, construction and/or occupation of the Shenandoah Fire Station, if the application applies exclusively to the Shenandoah Fire Station and does not include the Project. Section 11. Shenandoah Fire Station Improvements. In order to assist the City of Miami's Fire Rescue Department to meet the existing and future level of service needs, the City and Developer agree that the Developer will construct the Fire Station Improvements within the Project at the Property to be leased to the City upon issuance of a final building permit for the construction of the Fire Station Improvements. The construction of the Shenandoah Fire Station Improvements by the Developer is hereby deemed by the City to satisfy the Civil Support Space contribution required under Section (d) of the Pilot Program Ordinance. The Parties agree that the Fire Station Improvements will be completed in substantial accordance with the following: (i) Shenandoah Park Fire Station Development Plan. The Fire Station Improvements shall be constructed in substantial conformance with: (1) the development plans entitled "Shenandoah Park Fire Station No. 14" project, as prepared by Corwill Architects, dated March 31, 2014, and attached hereto as Exhibit "F", or as otherwise mutually agreed to by the Parties; and (2) the design specifications listed in Exhibit "G" attached hereto, or as otherwise mutually agreed to by the Parties. (ii) Proposed Plan Changes to the Shenandoah Park Fire Station Development Plan. Any material changes, modifications, amendments or substitutions to (a) increase the gross floor area of the Shenandoah Fire Station beyond 11,000 sq. ft.; (b) increase the number of parking spaces in excess of the required 16 dedicated parking spaces; (c) substantially modify the design specifications provided in Exhibit "G"; or (d) which substantially modify the development plans for the Shenandoah Fire Station, provided in Exhibit "F," shall be accomplished via a change order approved by the City Manager and the Developer (collectively, the "Proposed Plan Change"). Design changes required for compliance with applicable Land Development Regulations and Florida Building Code standards shall not constitute Proposed Plan Changes. The Parties shall review and approve any and all Proposed Plan Change(s) to determine the effect of the Proposed Plan Change upon the Shenandoah Fire Station Improvements, including the construction budget and construction schedule. The City shall be solely responsible for payment to the Developer of any increases to the costs of construction for the Shenandoah Fire Station Improvements that result from any Proposed Plan Changes requested by the City. The amount due by the City in connection with any Proposed Plan Changes shall not exceed the total actual costs charged to the Developer by the general contractor. (iii)Construction. Upon the issuance of the applicable development and construction permits, the Developer shall promptly proceed with the construction of the Fire Station Improvements and shall use its reasonable best efforts to complete construction of the facility in a timely manner. A Temporary Certificate of Occupancy ("TCO") for the MIA 184090727v1 Project shall not be issued prior to the issuance of a TCO for the Fire Station Improvements (iv)Costs. The Developer shall construct the Shenandoah Fire Station Improvements at its sole cost and expense. (v) Floor Area Limitation. The Fire Station's building Floor Area shall not exceed 11,000 gross square feet (inclusive of mechanical and common areas), except as set forth in Section 11(ii) of this Agreement and/or by mutual written agreement by the Parties as executed and approved by the City Manager. Subject to approval by the City in accordance with applicable City laws, the Fire Station shall be generally located on the South side of the Property fronting SW 22 Terrace, or as otherwise mutually agreed upon by the Developer and the City; and (b) vehicular access to the Shenandoah Fire Station shall be restricted to SW 22" d Terrace only. (vi)Design and Review Process. All plans and applications related to the Shenandoah Fire Station are subject to review and approval by the City for compliance with this Agreement and all other applicable laws and ordinances. (vii) Fire Station Permitting Fees. The City shall be solely responsible for any and all municipal or governmental fees from any jurisdiction having authority, including but not limited to City, County, State and Federal related to any permits, certifications, development orders, inspections and approvals required for the development of the Shenandoah Fire Station, including but not limited to fees for building permits, public works approvals, zoning approvals, Certificate of Use, Certificates of Occupancy, Department of Environmental Resource Management ("DERM") approvals and Miami - Dade County Water and Sewer Department ("WASD") approvals and agreements. (viii) Fire Station Impact Fees, Water and Sewer Connection Charges and Utilities. The Developer shall provide and construct only those reasonable utilities including water lines, sewer lines, electric service, telephone service, and telecommunication and information technology lines in a sufficient operational state required to support the Project and the Fire Station Improvements. Section 12. Shenandoah Fire Station Lease. The Developer will retain ownership of the Shenandoah Fire Station but shall grant the City an exclusive leasehold interest ("Lease Agreement") for the use and occupation of the Shenandoah Fire Station at the Property. The Developer and the City shall enter into a Lease Agreement to assign their respective responsibilities and obligations for the use and occupation of the Shenandoah Fire Station, as approved and executed by the City Manager. The City Manager and Developer shall execute a Lease Agreement in substantial accordance with the following terms: (a) Rate. The Lease Agreement shall be set at an annual rent rate of $10.00 per year payable to the Developer by the City on a predetermined date. MIA 184090727v1 (b) Occupancy. The City will be permitted to take possession of the Shenandoah Fire Station premises upon issuance of a TCO by the City and pursuant to the execution of the Lease Agreement by all the Parties to the agreement. (c) Term. The Lease Agreement shall be for an initial term of 100 years with two subsequent automatic extensions for a period of 99 years each. (d) Nuisance. The Lease Agreement shall expressly prohibit the use of sirens by incoming and outgoing Fire Department service vehicles in order to avoid disturbance and nuisance to residents and neighbors. The City's Fire Department shall adopt and enforce policies that minimize the noise caused by City vehicles at the Shenandoah Fire Station. (e) Parking. The Lease Agreement shall dedicate 16 parking spaces within the parking garage structure of the Project for the exclusive use of the Shenandoah Fire Station, (f) (g) Condominium. The Lease Agreement shall expressly reserve the Developer's right to convert the overall Project, including the Fire Station Improvements, to a condominium form of ownership ("Condominium") at any time. The City hereby expressly agrees and grants its' prospective consent to permit the conversion of the Project, including the Fire Station Improvements, to a Condominium. In the event that the Project and Fire Station Improvements are converted to a Condominium, the Developer shall convey and the City shall accept the Shenandoah Fire Station in fee simple to the City in exchange for consideration of a one-time payment of $10.00 by City. Utilities and Operating Expenses. The City shall be responsible for the payment of all utilities (including but not limited to electricity, water and sewer services) whether private or public, and operational expenses (including but not limited to maintenance costs) directly serving and solely attributable to the use of the Shenandoah Fire Station. Separate meters shall be installed by the Developer for electrical and water utilities for the Shenandoah Fire Station, at Developer's sole cost and expense. The City shall provide and have collected its own dumpster for solid waste removal. (h) Taxes. The City's use of the Shenandoah Fire Station is solely for the specific, exclusive municipal public purpose and essential public service of providing a Fire -Rescue Station for the Shenandoah area and is not subject to ad valorem taxation. In the event the County assesses ad -valorem taxes against the Shenandoah Fire Station, the Developer will cooperate with the City to ensure that no taxes are assessed against the Shenandoah Fire Station and shall take appropriate action to ensure that the Shenandoah Fire Station remain tax exempt, including the conveyance of the Shenandoah Fire Station to the City. Notwithstanding anything provided in this Agreement, in no event shall the Developer and its' successors, transfer and/or assigns be responsible for payment MIA 184090727v1 of any taxes assessed for the Shenandoah Fire Station only, once City has taken possession of the Fire Station. Section 13. Joint Contribution Agreement. The Parties agree to negotiate and execute a Joint Contribution Agreement in consideration for the development and lease of the Shenandoah Fire Station. The City Manager shall have the express authority to negotiate and enter into a Joint Contribution Agreement on behalf of the City with the Developer in substantial accordance with the following terms: (a) Developer Contribution. The Developer shall make a one-time contribution to the City's Fire Department in substantial accordance with the following: The Developer Contribution will be an in -kind contribution to the City's Fire Department in the form of fixtures, furniture and/or equipment to be selected by the City from the Inventory Schedule attached hereto as Exhibit "H". The Developer's in -kind contribution shall be in the amount of One Hundred Thousand Dollars ($100,000.00). The costs associated with any additional items requested by the City from the Inventory Schedule and in excess of the Developer's $100,000.00 contribution shall be borne by the City. (b) City's Contribution. In order to assist the Developer with the costs associated with the lease and construction of the Shenandoah Fire Station at the Property, the City shall make a one-time contribution in the amount of One Million Dollars ($1,000,000.00) (the "City's Contribution") deposited with Greenberg Traurig, P.A. (the "Escrow Agent") to be held and dispersed in accordance with an Escrow Agreement to be mutually agreed upon by the City, Developer and Escrow Agent (the "Escrow Agreement"). The City's Contribution shall be made in accordance with the following payment schedule and installments: i. 30% upon the issuance of a building permit for the Fire Station Improvements. ii. 30% upon completion of the shell of the Shenandoah Fire Station building. iii. 20% upon the issuance of a TCO for the Fire Station Improvements. iv. 20% upon the issuance of a Certificate of Occupancy ("CO") for the Fire Station Improvements. The Parties agree that upon issuance of the CO for the Shenandoah Fire Station as described above, the Escrow Agent is authorized to disperse to the Developer those funds being held in escrow as received for satisfaction of the City's Contribution, this provision shall be incorporated as a term and condition of the Escrow Agreement. The City's Contribution to the Developer does not include: (1) the additional costs that are due and payable to the Developer in connection with any Proposed Plan Changes requested and approved by the City in accordance with Section 11 herein, or (2) the costs associated with any additional items requested by the City MIA 184090727v1 from the Inventory Schedule in excess of the Developer's Contribution included in Section 13(a) herein. Section 14. Impact Fee Credit Agreement. The Parties agree that in consideration of the construction and lease of the Shenandoah Fire Station at the Property, the City will defer payment of Impact Fees payable to the City and waive Impact Fees for the Project as provided below: (a) Waiver of City Fire Impact Fee. The City agrees to waive payment of Fire Rescue Impact Fees, as required in Section 13-10 of the City Code of Ordinances, by Developer for the overall development located on the Property including any residential, commercial, retail and Fire Station components of the Project ("City Impact Fee Credit"). (b) Calculation of City Impact Fees To Be Paid by Developer. The Developer shall pay the amount of the Impact Fees due for the development of the Project, less the amount of the City Impact Fee Credit, prior to the issuance of the building permit for the first residential dwelling unit in the Project. The Developer shall not be required to pay any Impact Fees to the City for the areas dedicated to the Shenandoah Fire Station. Section 15. Waiver of Payment of City's Citations and Fines. The Parties agree that all outstanding fees, fines, invoices and/or liens in connection with any open, closed, active, inactive, delinquent, and/or past due violations, permits and/or citations that have been issued against the Property by the City, including but not limited to Code Enforcement, Building, Solid Waste and Unsafe Structure cases, ("Violations"), as issued by the City prior to April 1, 2014, the date the Developer took title to the Property, shall be fully released and discharged as ordered and provided by the United States Bankruptcy Court, Southern District of Florida in the "Order Authorizing the Sale of the Property Free and Clear of All Liens, Claims, Encumbrances and Interests" for Chapter 7 Case Nos. 13-11961-LMI and 13-23470-LMI, attached hereto as Exhibit "I" (the `Bankruptcy Court Order"), except as set forth in Paragraph (6) of the Bankruptcy Court Order. The Parties further agree that any Violations in connection with the Property as issued by the City after April 1, 2014 and those certain Violations not discharged or released by the Bankruptcy Court Order shall be mitigated pursuant to the provisions of Section 2-817(d) of the City's Code of Ordinances. The Developer acknowledges its obligation to correct, comply and/or conform with said Violations and to take the necessary actions to bring the Property into compliance with any and all City codes and regulations. The Parties agree that any Violations issued by the City in connection with the existing piles and shear walls located on the Property ("Construction Materials") shall be held in abeyance and tolled until such time as the Developer determines whether these materials may be used in the construction of the Project. The Developer shall ensure that said Construction Materials are secured and made safe until the materials are either removed or used in the construction of the Project. Section 16. Local Development Permits and Other Approvals. The Developer intends to develop the Property consistent with the Coral Way MUSP and Existing Zoning as modified by the MUSP Modifications, and this Agreement. The Project and Fire Station Improvements may require additional permits or approvals from the City, County, State, or Federal government and any divisions thereof Subject to required legal process and approvals, the City shall make a MIA 184090727v1 good faith effort to take all reasonable efforts to cooperate with, facilitate and expedite all such approvals, including acting as an applicant for applications that apply exclusively to the Shenandoah Fire Station as set forth in Section 11 of this Agreement. Such approvals include, without limitation, the following approvals and permits and any analogous approvals and permits: (a) Platting; (b) Site plan approvals or modifications thereof; (c) Covenant in Lieu of Unity of Title, Unity of Title, Restrictive Covenant, Easement Agreements, Dedications, Encroachment Agreements, and the acceptance or the release of these instruments; (d) Waivers, Warrants, Variances, Exceptions; (e) Land Use Amendments; (f) Zoning Amendments, (g) Building Permits; (h) Certificate(s) of Use and Occupancy; (i) Water, sewer, paving and drainage permits; and (j) Any other official action of the City and/or Miami -Dade County, Florida or other applicable regulatory agencies having the effect of permitting the development of land or providing permits required for the development of land. Section 17. Project and Fire Station Improvements Approval. This Agreement, together with the MUSP Modifications in Section 9 of this Agreement, set forth the process and criteria upon which the Project, the Fire Station Improvements and the Property shall be developed going forward. Section 18. Construction Timeframe. Construction of the Project and Fire Station Improvements shall commence within six (6) months from the date of the issuance of the Master Building Permit for the Project or Fire Station Improvements, if issued separately then whichever permit is issued later, by the City, but in no event more than two (2) years after the Effective Date of this Agreement. Construction as defined in this Section shall include any clearing or other similar site preparation work on the Property. Construction must be completed within thirty (30) months from the issuance of the final Master Building Permit for the Project and the Fire Station Improvements, respectively. Section 19. Public Services and Facilities; Concurrency. The City and the Developer anticipate that the Property, the Project, and the Fire Station Improvements will be served by MIA 184090727v1 those public services and facilities as provided by the State of Florida, Miami -Dade County, the City, and/or as contemplated in this Agreement. The Property, the Project, and the Fire Station Improvements will also be served by any and all public facilities provided in the City's Comprehensive Plan, specifically including, but not limited to, those public facilities described in the Comprehensive Plan's Capital Improvement Element. Nothing in this paragraph shall relieve the Developer of the requirement to pay impact fees and assessments with the exception of the Impact Fee Credits available to the Developer under Section 14 of this Agreement. Section 20. Consistency with City of Miami Laws and Regulations. The City hereby finds and declares that the Project and Fire Station Improvements contemplated in this Agreement comply with the laws, ordinances, regulations and policies of the City of Miami, and is consistent with the City's Laws, Comprehensive Plan and Land Development Regulations. Section 21. Reservation of Development Rights. For the entire term of this Agreement, the City hereby agrees that it shall permit the Developer's Development of the Property in accordance with the Existing Zoning as modified by the MUSP Modifications, the Comprehensive Plan, and this Agreement. Nothing herein shall prohibit an increase in the density or intensity of development permitted on the Property in a manner consistent with (i) the Existing Zoning, the Coral Way MUSP or the Comprehensive Plan, (ii) any zoning change subsequently requested or initiated by the Developer, by the City, or a future owner of the Property in accordance with applicable law, or (iii) any future zoning change enacted by the City. Any increase in density or intensity must be consistent with this Agreement and those maximum limits permitted under the Coral Way MUSP. Section 22. Zoning and Other Approvals. The Parties hereto recognize and agree that certain provisions of this Agreement require the City and its boards, departments or agencies, acting in their governmental capacity, to consider governmental actions, as set forth in this Agreement. All such considerations and actions shall be undertaken in accordance with the established requirements of state statutes and municipal ordinances, in the exercise of the City's jurisdictional police power. Nothing in this Agreement shall be construed to prohibit the City from duly acting under its police power to approve, approve with conditions, or reject any public hearing application regarding the Property. Section 23. Necessity of Complying with Local Regulations Relative to Development Permits. Developer and the City agree that the failure of this Agreement to address a particular permit, condition, fee, term, license, or restriction in effect on the Effective Date shall not relieve Developer of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions as long as compliance with said regulation and requirements do not require the Developer to develop the Property in a manner that is inconsistent with the Laws of the City of Miami in existence as of the Effective Date. Section 24. Good Faith; Further Assurances. The parties to the Agreement have negotiated in good faith. It is the intent and agreement of the parties that they shall cooperate with each MIA 184090727v1 other in good faith to effectuate the purposes and intent of and to satisfy their obligations under this Agreement in order to secure to themselves the mutual benefits created under this Agreement. In that regard, the parties shall execute such further documents as may be reasonably necessary to effectuate the provisions of this Agreement, provided that the foregoing shall in no way be deemed to inhibit, restrict, or require the exercise of the City's police power or actions of the City when acting in a quasi-judicial capacity. Section 25. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by a recognized courier service (such as Federal Express) or mailed by certified or registered mail, return receipt requested, in postage prepaid envelope and addresses as follows: If to the City at: With a copy to: If to the Developer at: With a copy to: City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 City Attorney City of Miami 444 SW 2" d Avenue Suite 945 Miami, Florida 33130 3170 Holdings, LLC c/o Jose Boschetti 1200 Ponce de Leon Blvd, 2nd Floor Coral Gables, Florida 33134 Ricardo Fraga, Esq Lucia A. Dougherty, Esq. Carlos R. Lago, Esq. Greenberg Traurig 333 SE 2 Avenue, 40 Floor Miami, Florida 33131 Section 26. Cooperation; Expedited Permitting; and Time is of the Essence. The Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to the Agreement. The City shall use its best efforts to expedite the permitting review and approval process in an effort to assist the Developer in meeting its demolition, development, and construction completion schedules. The City will work in good faith to accommodate requests from the Developer's agents, representatives, MIA 184090727v1 general contractor(s), and subcontractor(s) for simultaneous review of multiple permitting packages, such as those for site work and foundations, and building shell, core, and interiors. Section 27. Governing Laws, Construction and Litigation. This Agreement shall be governed and construed in accordance with the laws of the State of Florida. The Developer and the City agree that Miami -Dade County, Florida is the appropriate venue in connection with any litigation between the Parties with respect to this Agreement. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof; and accordingly, this Agreement shall not be more strictly construed against any of the parties hereto. All of the exhibits referenced in this Agreement are incorporated in, and made a part of, this Agreement. In the event of any litigation between the parties under this Agreement for breach thereof, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. Section 28. Severability. In the event that any term or provision of this Agreement is determined by an appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. Section 29. Entire Agreement. This Agreement sets forth the entire Agreement and understanding between the parties hereto relating in any way to the subject matter contained herein and merges all prior discussions between the Developers and the City. Neither party shall be bound by any agreement, condition, warranty or representation other than as expressly stated in this Agreement and this Agreement may not be amended or modified except by written instrument signed by both parties hereto. Section 30. Amendment or Termination of Agreement by Mutual Consent. This Agreement may not be amended or terminated during its term except by mutual written agreement of the Developer and the City. Prior to any amendment or termination of this Agreement during its term, the City shall hold two (2) public hearings before the City Commission to consider and deliberate such amendment or termination. In the event that there is a recorded property owners association covering any portion of the Property, said association may (in lieu of the signature or consent of the individual members or owners), on behalf of its members and in accordance with the articles of incorporation or bylaws, consent to any proposed modification, amendment, or release by a written instrument executed by the property owners association. Any consent made pursuant to a vote of the property owners association and a certification executed by the secretary of the property owners association's board of directors affirming that the vote complied with the articles of incorporation and bylaws of the association. Section 31. Force Majeure. If any Party to this Agreement shall be delayed in the performance of any obligation herein as a result of a Force Majeure, then the performance of such obligation shall be extended by the length of such delay. A "Force Majeure" shall mean an event beyond the control of either the City or Developer, which prevents either the City or MIA 184090727v1 Developer from complying with any of its obligations under the Agreement, including but not limited to: act of God (such as, but not limited to, fires, explosions, earthquakes, and hurricanes); war, hostilities, acts of threat or terrorism (whether war be declared or not); riots, strikes, lock outs or disorder. The Party prevented from carrying out its obligations hereunder (the "Affected Party") shall give notice to the other Party of an Event of Force Majeure upon it being foreseen by, or becoming known to, the Affected Party. In response to and during any delay caused by a Force Majeure, the Parties shall at all times act diligently and in good faith to bring about the termination or removal of the Force Majeure as promptly as reasonably possible and any Party seeking an excuse of performance due to such Force Majeure shall work diligently and in good faith to reduce or eliminate any damage, cost or delay caused by such Force Majeure. Neither the City nor the Developer shall be considered in breach of this Agreement to the extent that performance of their respective obligations is prevented by an Event of Force Majeure that arises after the Effective Date of this Agreement. Section 32. Mutual Agreement. This Agreement was mutually negotiated between the Parties. No provision of this Agreement shall be construed or interpreted for, or against, a Party because such party drafted or requested such provision. [Signature Pages Follow] IN WITNESS WHEREOF, the Parties have executed this Agreement. MIA 184090727v1 ATTEST: CITY OF MIAMI, a Florida municipal (SEAL: Todd Hannon, City Clerk) corporation STATE OF FLORIDA COUNTY OF MIAMI-DADE ) )SS: ) By: Daniel J. Alfonso City Manager Dated: The foregoing instrument was acknowledged before me this day of , 2014 by Daniel J. Alfonso, as the City Manager, of the CITY OF MIAMI, a Florida municipal corporation who appeared before me and is personally known to me, or has produced as identification, and did take an oath. My Commission Expires: APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney NOTARY: Print Name: Notary Public, State of Florida at Large (Notary Seal) WITNESSES: 3170 HOLDINGS, LLC, a Florida limited liability company Print Name: By: MIA 184090727v1 Print Name: STATE OF FLORIDA )SS: COUNTY OF MIAMI-DADE Name: Jose Boschetti Title: Dated: The foregoing instrument was acknowledged before me this day of , 2014 by and , as the and , respectively, of 3170 Holdings, LLC, a Florida limited liability company who appeared before me and is personally known to me, or has produced as identification, and did take an oath. My Commission Expires: NOTARY: Print Name: Notary Public, State of Florida at Large (Notary Seal) MIA 184090727v1 EXHIBIT "A" Exhibit A Legal Description of the Property Lots 11, 12, 13, 14 and 15, less the road right-of-way, and Lots 28, 29, 30 and 31, less the South 10 feet thereof, Block 3, of Amended Plat of Miami Suburban Acres, according to the plat thereof, recorded in Plat Book 4, Page 73 of the public records of Miami -Dade County Florida. EXHIBIT "B" APR-23-2004 16:08 CITY CLERKS OFFICE 305 858 1610 P.02 i r City of Miami Legislation Resoiution: R-04-0193 Oily Hell 3300 Pen American Drive Miami, FL 33133 www.cl.miami.fl.us Fite Numbwr: 03.042$ .. r Final Action Dote:3/25/2004 A RESOLUTION OF THE MIAMI CITY COMMISSION, WiTH ATTACHMENTS, APPROVING WITH CONDITIONS, A MAJOR USE SPECIAL PERMIT PURSUANT TO ARTICLES 5, 9, 13, AND 17 OF ZONING ORDINANCE NO. 11000, FOR THE BLUE ON CORAL WAY PROJECT, TO BE LOCATED AT APPROXIMATELY 3170 SOUTHWEST 22ND STREET AND 3163, 3165, AND 3175 SOUTHWEST 22ND TERRACE, MIAMI, FLORIDA, TO BE COMPRISED OF A 20-STORY MIXED -USE BUILDING, WHICH CONSISTS OF 190 TOTAL MULTIFAMILY RESIDENTIAL UNITS, 4,135 SQUARE FEET OF RETAIL SPACE, 4,100 SQUARE FEET OF OPEN RECREATIONAL SPACE WiTH RECREATIONAL AMENITIES, AND A PARKING GARAGE CONSISTING OF APPROXIMATELY 331 TOTAL PARKING SPACES; DIRECTING TRANSMITTAL; MAKING FINDINGS CIF FACT AND STATING CONCLUSIONS OF LAW; PROVIDING FOR BINDING EFFECT; CONTAINING A SEVERABILiTY CLAUSE AND PRtVIDING FOR AN EFFECTIVE DATE. WHEREAS, on November 3, 2003, Adrienne F. Pardo, on behalf of Blue on Coral Way, LLC., (referred to as "APPLICANT"), submitted a complete Application for Major Use Special Permit for The Blue on Coral Way Project (referred to as "PROJECT"), pursuant to Articles 5, 9,13, and 17 of Zoning Ordinance No. 11000, for the property located at 'approximately 3170 Southwest 22nd Street and 3163, 31.55, and 3175 Southwest 22nd Terrace, Miami, Florida, as legally described In "Exhibit B," attached and Incorporated; and • WHEREAS, development of the PROJECT requires the issuance of a Major Use Special Permit pursuant to Article 17 of Zoning Ordinance No, 11000, the Zoning Ordinance of the City of Miami, Florida, as amended; and WHEREAS, the Large Scale Development Committee met on October 1, 2003, to consider the proposed PROJECT and offer its input; and WHEREAS, the Urban Design Review Board met on June 18, 2003, to consider the proposed PROJECT and r'eoomnended approval with the following condition: that the townhouses shalt remain as residential and commercial, shall be limited to 0,1 along Coral Way to the ground floor as shown in plens presented to UDRB June 10, 2003; and WHEREAS, the APPLICANT has modified the proposed PROJECT to address the expressed technical concerns raised at said Large Scale Development Committee meeting and the design concerns; and WHEREAS, the Miami Planning Advisory Board, at its meeting held on January 21, 2004, item No. C, following an advertised public hearing,. adopted Resolution No. PAB 0t3«04 by a vote of six • Clo.JM4(ml Page / o'4 PrintWd On. 4/2372044 ' irrrllr`r IfN4 ' APR-23-2004 16:09 CITY CLERKS OFFICE 305 S58 1610 Pt03 Pile Number. 03•d423 f nachonl Nunsber. R4./.0193 to two (6.2), RECOMMENDING APPROVAL WITH CONDITIONS of the Major Use Special Permit Development Order as attached and Incorporated; and WHEREAS, the City Commission deems It advisable and in the best interest of the general welfare of the City of Miami to issue a Major Use Special Permit Development Order as hereinafter set forth; NOW, THEREFORE, BE iT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, a FLORIDA:w -' Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. A Major Use Special Permit Development Order, attached and incorporated as "Exhibit A," is approved subject to the conditions specified in the Development Order, per Article 17•of Zoning Ordinance No.11000, for the PROJECT to be developed by the APPLICANT, at approximately 3170 Southwvest 22nd Street and 3163, 3155, and 3175 Southwest 22nd Terrace, Miami, Florida, more particularly described in "Exhibit B," attached and incorporated. Section 3, The PROJECT is approved for the construction of a 20-story mixed use building, which consists of 190 total multifamily residential units, 4,135 square feet of retail space, 4,100 square feet of open recreational space with recreational amenities, and a parking garage consisting of approximately 331.total parking spaces. Section 4. The Major Use Special Permit Application for the PROJECT also encompasses the tower ranking Special Permits as set forth in the Development Order ("Exhibit A"). Section 5. The findings of fact set forth below are made with respeot to the subject PROJECT: a. The PROJECT is in conformity with the adopted Miami Comprehensive Neighborhood Plan 1989-2000, as amended. b. The PROJECT is in accord with the C-1 (Restricted Commercial District), and in a SO-23 (Coral Way Overlay district) Zoning Classification of the Zoning Ordinance No. 11000, the ',, ,,. Zoning Ordinance of the City of Miami, Florida, as amended. it is noted that the applicant has' , 4.. applied and was approved for a zoning change for lots 28, 29, 30, and 31 located along Southwest 22nd Terrace from R-2 (Two -Family Residential) to C-1 (Restricted Commercial) on December 15, 2003 Zoning Board Meeting. c. Pursuant to Section 1305 of the Zoning Ordinance of the City of Miami, Florida, the specific site plan aspects of the PROJECT, I e., ingress and egress, parking, signs and lighting, utilities, drainage, preservation of natural features and control of potentially adverse effects generally, have been considered and will be further considered administratively during the process of issuing a building permit and a certificate of occupancy. d. The PROJECT is expected to cost approximately $22,000,000, and to employ approximately 200 workers during construction (FTE-Full Time Employees); the PROJECT will also result in the creation of approximately six (8) permanent new jobs. The PROJECT will generate approximately $980,353 annually In tax revenues to local units of government (2003 City of Miami Pile 2of4 Prinled On:4/23/2004 rot, . t APh--23-2004 16:08 CITY CLERKS OFFICE 305 85S 1610 P.04 Pile Number, 03-0423 dollars). enactn uNt Alainhgr• R-04-0193 e, The City Commission further finds that: (1) the PROJECT will have a favorable impaot on the economy of the City; (2) the PROJECT will efficiently use publio transportation facilities; (3) any potentially adverse effects of the PROJECT will be mitigated through compliance with the conditions of this Major Use Special Permit; ' (4) the PROJECT will favorably affect the need for people to find adequate housing reasonably accessible to their places of employment; (5) the PROJECT will efficiently use necessary public facilities; (6) the PROJECT will not negatively impact the environment and natural resources of the City; (7) the PROJECT will not adversely affect living conditions in the neighborhood; (8) the PROJECT•will not adversely affect public safety; (9) based on the record presented and evidence presented, the public welfare will be served by the PROJECT; and (10) any potentially adverse effects of the PROJECT arising from safety and security, fire protection and life safety, solid waste, heritage conservation, trees, shoreline development, minority participation and employment, and minority contractor/ subcontractor participation will be mitigated through compliance with the conditions of this Major Use Special Permit. Section 6, The Major Use Special Permit, as approved and amended, shall be binding upon the APPLICANT and any successors in interest. Section 7. The application for Major Use Special Permit, which was submitted on November 3, , 2003, and is on file with the Department of Planning and Zdning of the City of Miami, Florida, shall be retied upon generally for administrative interpretations and is incorporated by reference, Section 8. The City Manager is directed to instruct the Director of the Department of Planning •and Zoning to transmit a copy of this Resolution and attachment to the APPLICANT. Section 9. The Findings of Fat and Conclusions of Law are made with respect to the PROJECT as described in the Development Order ("Exhibit A") for the PROJECT, attached and incorporated. Section 10. The Major Use Specie( Permit Development Order for the PROJECT ("Exhibit A") Is granted and issued. City pf Miami Page 3 of 4 Printed On: 4/,2$/2004 • 410 APR-23-2004 16:09 • Pile Number: 03-0422 CITY CLERKS OFFICE IMMO 305 858 1610 P.05 ,d Enactment Number; R-04.019.E • Section 11. in the event that any portion or section of this Resolution or the Development Order ("Exhibit A") is determined to be invalid, illegal, or unconstitutional by a court or agency of • competent jurisdiction, such decision shall in no manner affect the remaining portions of this Resolution or Development Order ("Exhibit A"), which shall remain in full force and effect. Section 12. The approved provisions of this Major Use Special Permit, shall commence and become operative thirty (30) days after the adoption of the Resolution.. Section 13. This Major Use Special Permit, as approved, shall expire two (2) years from its commencement and operative date. Section 14, This Resolution shall become effective immediately upon its adoption. {1} (1) If the Mayor does not sign this Resolution, It shall become effective at the end of ten calendar days from the date it was passed and adopted, If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission, City of Mitrml Page 4of4 Prtnled On: 4/Z9/2004 1 • , 4.10 +(, 44. F1114/5:I +,1,., APR-23--2004 16:10 CITY CLERKS OFF' I CE • ,,s1 tJb/`f City of Miami Master Report Enactment Number: R-04.0193 File Number: 03.0423 File Type: Resolution Version: I Reference; File Name: Major Use Spacial Permit - The Blue on Coral Way Requester; • Cost: 305 858 1610 P,06 , City Hall 3ra00 Pan Amerioan Drive Miami, PL 33133 www.cl,mtami.fl.us Status: Passed Controlling Body: Planning &Zoning Introduced: 12/31/2003 Final Action: 3/25/2004 Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENTS, APPROVING WITH CONDITIONS, A MAJOR USE SPECIAL PERMIT PURSUANT TO ARTICLES 5, 9, 13, AND 17 OF ZONING ORDINANCE NO, 11000, FOR TIME BLUa ON CORAL WAY PROJECT, TO BE LOCATED AT APPROXIMATELY 3170 SOUTHWEST 22ND STREET AND 3163,3165, AND 3175 SOUTHW)aST 22ND TERRACE, MIAMI, FLORIDA, TO BE COMPRISED OP A 20-STORY MIXED -USE BUILDING, WI'11CH CONSISTS OF 190 TOTAL MULTIFAMILY RESIDENTIAL UNITS, 4,135 SQUARE FEET OF RETAIL SPACE. 4,100 SQUARE FEET OF OPEN RECREATIONAL SPACE WITH RECREATIONAL AMENITIES, AND A PARKING GARAGE CONSISTING OF APPROXIMATELY 331 TOTAL PARKING SPACES; DIRECTING TRANSMITTAL; MAILING FINDINGS OP FACT AND STATING CONCLUSIONS OF LAW; PROVIDING FOR BINDING EFFECT; CONTAINING A SBVi3RA13IL TY CLAUSE AND PROVIDING FOR AN EFFECTIVE wan. Bponsot : Notes: Indexes: Attachments: 03-0423 Fact Sheet.PDF,03-0423 MUSP Analysis.PDP;03.0423 Zoning Map.PDF,03-0423 Aerial Map.pdr,03.0423. 03-0423a & 03-0423b School Brd Reeomm.PDF,03.0423 PAB R.ese.PDF,03-0423 MUSP Application,PDP,03.0423 Variance Fact Sheet.PE*,03.0423 Variance Analysis.PDF,03.0423 Varlanca Z8 Reso.PDF,03-0423 Variance Appl & Supp Doos,PDP,03-0423 Ptans,PDP,03.0423 Le4islation.PDF,03.0423 Exhibit A,PDF,03-0423 Exhibit B.PDF,03.0423 Exhibit C.PDF,03.0423 submittaLpdt; History bf Legislative File Varrloo: Acting Body: Date: Action: Sant To: Due Date: Return Date: Reeulti ( Law Depnrtmont 3/18/2004 Reviewer! and Approval City Cotnmiasion 3/25/2004 ADOPTJ,R Mayor's Otlico CIO) of hflan o I, 1 4/2/2004 , Signed by the Mayor Pass Puce I Primed nn 4/23/2 104 • • APR-23-2004 i6:10. CITY CLERKS OFPIGE 305 85B 1610 P.07 "EXHIBIT. Av. ATTACHMENT TO RESOLUTION NO. DATE: THE BLUE ON CORAL WAY PROJECT . MAJOR USE SPECIAL PERMIT DEVELOPMENT ORDER Let it be known that pursuant to Articles 5, 9, 13, and 17 of Ordinance No. 11000, the Zoning Ordinance of the City of Miami, Florida, as amended (the "Zoning Ordinance"), the Commission of the City of Miami, Florida, has considered in a public hearing, the issuance of a Major Use Special Permit for 9 The Blue on Coral Way Project (hereinafter referred to as the "PROJECT") to be located at approximately 3170 S.W. 224d Street and 3163, 3165, and 3175 .S.W. 22" Terrace, Miami, Florida (see legal description on "Exhibit " B", attached and incorporated). is subject to any dedications, limitations, restrictions, reservations or easements of reooxd. After due consideration of the recommendations of the Planning Advisory Board and after die consideration of the consistency of this proposed' development with the Miami Comprehensive Neighborhood Plan, the City Commission has approver the PROJECT, and subject to the fo11owixig conditions approver the Major Use Special Permit and issues this Permit: to dot ' • [ am • , APR-23-2004 16:10 CITY CLERKS OFFICE 305 858 1 i10 P.08 FINDINGS OF FACT PROJECT DESCRIPTION: The proposed PROJECT is a residential development to be located at approximately 3170 S.W. 22"a Street and 3163, 3165, and 3175 S.W. 22" Texrace, Miami, Florida. The PROJECT is, located on a grow lot area of approximately 40,720 square feet and a net lot area of approximately 29,079 square feet of land (more specifically described on "Exhibit P", incorporated herein by reference). The remainder of .the PROJECT's Data Sheet is attached and incorporated as "Exhibit C". 0 The proposed PROJECT will be comprised of for the construction of a 20 story mixed use building,. which consists of 190 total multifamily residential units, 4,135,square feet of retail space, 4,100 square feet of open recreational space with. recreational amenities; and a parking garago consisting of approximately 331 total parking spaces. . The Major .Use Special. Permit Application • for the PROJECT also encompasses the following lower ranking Special Permits: MUSE', as per Article 5, Section 502, PUD districts; to increase the floor area by twenty percent (20%), 25,668 square feet; MS?, as per Article 9, Section 914, a development bonus to permit an additional 32,053 square feet of floor area ' x $6.67 - $21.3,794.00 by contribution to the Affordable Rousing Trust Fund; CLASS II, as per Article 6, Section 623 4.1, for a Page Awl of 10 ' • PPR-23-2004 16:10 CITY CLERKS OFFICE 30S 858 iSiO P.09 construction fence within the SD-23 overlay district; CLASS II, as per Article 6, Section 623,3.3, for development of new construction within the SO-23 overlay district; CLASS IX, as per Article 9, Section 927; to allow temporary off -site parking during construction; CLASS II, as per Article 6, Section 620.8, for approval of signage; CLASS 1, as per Article 9,. Section 925.3.8, to allow development/construction/rental signage; CLASS I, as per Article 9, Section 918.2, for parking and staging of construction during construction; CLASS 1, as per Article '9, Section 918.2, for parking and staging of offsite parking for construction crews; CLASS I, as par Article9, Seotion 906.6, for active recreational facilities (including swimming pools); CLASS 1, as per Article 4, Section 4014 to allow a fitness o club open to the public; CLASS i, as per Section 915.2 for FAA.clearance letter; CLASS I, as per. Article 9, Section 917.1.2 to allow valet 1, 4 parking for residential use/ CLASS I, as per Article 9, Section 920.1, to allow a construction trailer and watchmen's quarters; CLASS I, as per Article 9, Section 920.1, to allow a trailer for constructionand other temporary office uses such as lasing and sales; CLASS I, as per Article 9, Section 506.9,to allow for a special event, namely a groundbreaking ceremony/ VARIANCE, pursuant to the pity of Miami Zoning Ordinance 11000 as amended, Article 4, Section 401, Schedule of District Regulations, in required front yard, an upper level setback. Required: 30 feet front yard upper level setback Proposed: 10 feet front yard upper level setback Page A-3 of 10 ' , I I trov. /I 7 $ tow: t1 41 , ; APR-23-2004 16:11 CITY CLERKS,OFFICE 305 858 1610 P.10 Request to waive 20 feet front yard upper level setback VARIANCM, pursuant to the City of Miami Zoning Ordinance 11000 as amended, Article 4, Section 401, Schedule of nistriat.Regulations, in maximum allowed building footprint. Maximum allowed building footprint: 29,846 square feet Proposed: 39,000 square feet of building footprint Request to waive 9,154 square feet of building footprint VARIANCE, pursuant to the ,City of Miami. Zoning Ordinance 11000 as amended, Article 4, Section 401, Schedule of District Regulations, in required front yard. Required: 10 feet front yard setback (arcade) Proposed: 0 feet front yard setback Request to waive 10 feet front yard setback REQUEST that the following WMconditions .be required at the time ofTemporary Certificate of Occupancy or Final Certificate of occupancy instead of at the issuance of foundation permit: a. the requirement to record in the Public Records a Declaration of Covenants and Restrictions providing that the ownership, operation and maintenance of all common areas and facilities will be byithe property owner or mandatory property owner associati6h; and b. the requirement to record in the Public Records a unity of title or covenant in lieu of unity 0 title. Pursuant to Articles 5, 9, 13, and 17 of 'Zoning Ordinance 11000, approval of the requested Major Use Special Permit shall be considered sufficient for the subordinate permits requested and Page A-4 of 10 4114 • 'Op ti APR-23-2004 16:11 CITY CLERKS OFFICE. 305 S56 1610 P.11 referenced above as well as any other special approvals required by the City which may be required to carry out the requested plans. The PROJECT shall be constructed substantially in accordance with plans and design schematics on file prepared by Rizo, Carreno & Partners, dated October 15, 2003; the landscape plan shall be implemented substantially in accordance with plans and design schematics on file prepared by Mariano Corral, dated May 23, 2003; said design and landscape plans may be permitted to be modified only to the extent necessary to comply with the conditions for approval imposed herein; all modifications shall be subject to the review and approval of the Director of. the Department of Planning and Zoning prior to the issuance of any building permits. The PROTECT conforms to the. .requirements of the C-1 (Restricted Commercial District) and in a SD-23 (Coral Way Overlay District), ..as contained in tie Zoning Ordinance, the Zoning Ordinance of the City of Miami, Florida, as amended. The existing comprehensive plan future land use designation on the subject property allows the proposed uses. CONDITIONS THE APPLICANT, ITS SUCCESSORS, AND/OR ASSIGNS, JOINTLY OR SEVERALLY, PRIOR TO THE ISSUANCE OF ANY BUILDING PERMITS, SHALL COMPLY WITH THE FOLLOWING: Page A-5 of 10 4 • , 4 I • it •1 1 I I, It 1.;7, RHR-23-2004 16:11 CITY CLERKS OFFICE 305 858 1610 P.12 1. Meet all applicable building codes, land development regulations, ordinances and. other laws and pay all applicable fees due prior to the issuance of a building permit. 2. Pay contribution of .S213,794.00 to the City of Miami Affordable Housing Trust Fund for 32,053 square feet of increased development, * (*this contribution is based on $6.67 par square foot of increased development and shall be adjusted to the coefficient in place at the time of payment.) -3. Allow the Miami Police Department to Conduct a security 4 survey, at the option of the Department, and to makc. recommendations concerning security measures and systemS; further submit a report to the DePartment of Planning and Zoning, prior to commencement of construction, demonstrating how the Police Department recommendations, if any, have been incorporated into the PROJECT security and construction plans, .or demonstrate to the Director of the Department of Planning and zoning why such recommendations are impractical, 4. Obtain approval from, Qe provide a letter from the Department of rire-Reecue indicating APPLICANT'S coordination with members of the Fire Plan Review Section at the Department of Fire -Rescue in the review of the scope of the PROJECT, owner responsibility, building development Page A-6 of 10 01'0, r .11.120, ( • °it t n APR-23-2004 16:11 CITY CLERKS OFPICE 305 858 1610 P.13 process and review proc(Idures,! as well as specifi6 requirements for fire protection and life safety sytems, exiting, vehicular acceSs and water supply. .5. Obtain approval from, or provide a letter of.assurance from the Department of Solid Waste that the PROJECT has addressed ail concerns of the said Department prior to the obtainment of a shell permit. 6. Comply with the Minority Participation and Employment Plan (including a Contractor/Subcontractor Participation Plan) submitted to the City as part of the Application for Development Approval, with the , understanding that the APPICANT must use its best efforts to follow the provisions of the City's Minority/Women Business Affairs .and Procurement Program as a guide. 7. Prior to the issuance of a shell permit, provide the City with en executed, recordable unity of title or covenant In lieu of unity of title agreement for the subject property said agreement shall be subject to the review and approval of the City'Attorney's Office. 8. Provide the Department of Planning and Zoning with a temporary construction plan that includes the following: a temporary construction parking plan, with an enforcement policy; a construction noise management plan with. an enforcement policy; and a maintenance plan for the temporary construction site; said plan shall be subject to the review Page A-7 of 10 r • I T I • I •• •• r 4 .1 W IIr11,0 Li 4 305 858 1610 P.14 PPR-23-2004 16:12 CITY CLERKS 60PIC and approval by the Department ofiPlanning and Zoning prior to the issuance of any building permits and shall be enforced during construction activity. All construction activity shall remain in full compliance with the provisions of the submitted construction plan:. failure to comply may lead to a suspension or revocation of this Major Use Special Permit. 9.1n so far as this Major Use Special Permit inclmle:s the subordinate approval of a series ot Class I Special Permits or which specific details have not yet been developed or Provided, the applicant shall provide the Department of Planning 'iand Zoning with all subordinate Class I Special Permit plans and detailed requirements for final review and approval of each one prior to thi. issuance of any of the subordinate approvals required in order to carry out any of the requested Activities and/or improvements listed in this development order or captioned in the plans approved by it, 10.Pursuant to the ODP8's and Planning and Zoning Department's' review, the applicant shall meet the following condition that the townhouses shall remain as residential and commercial shall be limited to C-1 along Coral Way to the ground floor a$ shown in plans presented to UORil J'une 10, 2003. 11. Pursuant to the Traffic Analysis Review, the applicant shall revise their Traffic Analysis Study to eliminate any inconsistencies in their methodology. The applicant shall Page A-8 of 10 lh • APR-23-2004 16;12 CITY CLERKS 305 059 1610 P.15 also meet EDOT'? 'requirements regarding driveway spacing standards ,and promote the use of transit facilities aa well as encouraging oar/van pooling THZ CITY SHALL: Establish the operativedate of this Permit asbeing thirty (30) days from the date of its issuance; the issuance date shall constitute the commencement of the thirty (30) day period to appeal from the provisions of the Permit. '4 CONCLUSION8 OP LAW The PRO3ECT, proposed by the APPZICANT, complies with the Miami Comprehensive Neighborhood Plan 1198.9-2000, is consistent with the orderly development and goals of the City of Miami, and complies with local land development 'regulations and further, pursuant to Section 1703 of the Zoning Ordinance: (1) the PROJECT will have a favorable impact on the economy of the City; and (2) the PROUECT will efficiently use public transportation facilities; and (3) the PROJECT will favorably affect the need for people to find adequate housing reasonably accessible to their places of employment; and (4) the PROJECT will efficiently use necessary public facilities; and (5) the PROJBCT will.not negatively impact the environment and natural resources of the City; and Page A-9 of 10 APR-2 3-2004 16:12 CITY CLERKS OrFICO LEGAL 1fl*SORIPTtQN: Lots II through 15 ,inclusive less South 10 feet, 8IQCk 3, of the according to the plat thereof es Records of Dade County, Florida, Exhibit "A" 305 859 1610 Street Right of Way and Lots 2S through 31, less the AMENDED PLAT OF MIAMI SUBURBAN ACRES, recorded In Plat Book 4, at Pepe 73, of the Public P.16 it �14 •111 11.1 . h• .111.1I' t it • t •i Itf It jo d. a.• •t•: I t•,I.10 I i i11po 1 'r APR-23-2004 16:12 • CITY CLERKS I]FICE 305 858 1610 EXHIBIT "C" SITE DATA LEGAL DtttRIPTION LOTS R Ta¢ LTA 1S wGJt9nI.CI>:ST S1RCEr TAN•! a WAY AN0 L015 )6 IRMO A, LD6 0% SOUR! I0 WI'. kocA 5, a t PLAT i 4 ft�.VO R of C4AJrr,TT :AAA WARM 16 m. F111 Mc cF AT AU36W IM 040, SITE ZONT Lora FRONTlNC ON CORAL WAY C1 L015 FUQNRNG ON SW 22ND rEPRAOf Rx bVERLAY 0ISTRIGT SD-%.1 01 , NET LQT AREA 29.079 TY . ORORS LOY AREA A0,D20 sF Rz (REioMINO id C-t) NET' LOT AREA , 'MOO SF , , CROSS LOT AREA03,060 ST ' , 1 TOTAL NCT LOT AREA 67,116 %F TOTAL 0R06$ LQT AREA .4,617 sT VARIAP,GE4AtnLYIN4 h0R QAa% DUILOINN UN& NE1CNT VATOANCf 5L'E. SNECT A610 TO. FRONT Nutotgo SETVAcX to PROM% COIEREP ARCADE bUILOmD FOOTPRINT y FL•+I[ARWT14 ,V.LQWW PROVIDt I FACTOR 1.T% " (C-1) A 7s,6I7 06A - 1%1041 „PL,WED UNIT 0EIELOFIA%NT (NO DCNUQ OF 2QZ OF 1,72 (f.A.R ). 2,064 (FAR.) NFW FA0Y001 FACTOR 4,00s (r..,R.) . TQTA4 GRtls% LOY AREA. (TA,6175t) • 1b4,0Q9,s8¢ Af%vi0N put ATNOROABLE NDQsWC 80NUS Of 25% .3%04 6iAt 154.009,A6st. - 32.054,71,11,A .• 19$,511.Th1 .s1S2,%15 6F 0.T SQ-25 OVERLAY pISTRtCr , 19L40 $F DULL T me AREA kkEAtc DCOW SQLIARF k?t1TACF amino LEuRL 11 RETAIL • UAIN LORRY/ Q ALOINC s00 CE 4,Z7041 3.4.0IIINIIIIIIIIIIIIIIIINIIIIIIIIIIIIIIII 7,75O6I TQTA 4.20011 52011 TOW0:110116% UNITS et/Eta yUtLbY+O 9ERACE 4,T20a1 IDEAL 0 TOw1*OL C uNITS Ot/oIo LOFT UNTT6 01,02,03 aurioNC SS•TVIL'E d,0000 6,0001 1,30061 10,6'00ar TOTAL, Lt'4EL A, 1,07 17N515 01.02.D.1 BUILOINO SEANCE 0,060st 6001E 8.710ef l%VEr, 5: ,N 6S00sf 1,SO01/ 7,5"sr TOTAL: iilirirIIIIIIIIII WV.% OW TW'CAL TOWER PLAN. O 6 llWNG 5SANCC M S.2110,0 rOTAL OMAI,AihO1 . OUii0IN0 %%AHGE IIIIMINSIIIIIIIIIIIMIIIIIMIIIIIIIII 6.{4001 TOTAL UNITS A1.A1 81-62 bUILrANO SfANt.0 10.0one A..' 1,001 I,41011 PH twtl t LO00at Aar Nova 130.0006t YCTAt, LCvEL 20 PCNTNOV$i: LE1':L' 4,00031 1,5001t TOTAL 6utLOTO AREA 19%,77001-� • J • ,. .111 11.411.,111 APR-23--2004 16:13 CITY CLERKS OFFICE 305 856 1610 P.18 1 UI4 (*NSW,' FULL SHE 20N60 AS 61 150 UNITS PLR ACRE (45,660iI) V 1,1 t105f (LOT AREA) $7,(194( /A3,5COt1 195 UNITS 4.0(4UI4 UNIT TYP Cl/dta 1,40D41 rACN WV 8,4003( TOTAL 6 QUITS 01/010 02/07a 03 1.40011 CAN UNIT Motif 11QTAL 1,32041 EACQ 0H1T 10,56053 I'OIW. t.1405f CAVA UNIT 4.34011 TpYAI.• 4 UNITS 6 UNITS 4 UHIT$ A)/A1a AtA A1A0 A2/Ails • AS/A]0 OW 0 oNpm 'C"ITj1¢113E UNITS; • 67071 EA#I IR112 12,42651 TOTAL 65001 tAC11 WI 18,20011 TOM70 T0021 EACH UNIT 16,66051 row, 77641 EFOH•uwlr 17.;e0a( TOTAL 25 UNITS U141TS . 24 1311I76 24 1341106 .� PH Al/PH A70 Two DEtR y, yNITs4 6700 'cALT1 UNIT 1,34001 TOTAL 7, WITS. ,. 61 e2/225 53/03a 7,70 030116444.PENT110145, /141T$1, 55011 E404 UWt 12,220Af TOTAL .1.00011 OW VNIT 24,0001I TOTAL 1,010a1 EACH UWT 24,00E*I TOTAL 13 UNI'.x. 24 OPTS 24 UH1T5 +� 1114 81 PH 84/PH Oils • u, 64051 1,1200( EACH UNIT4,2400t 0OrAL W 1 WIT 2 um78 �^ TOTAL 120,4011 TOTAL 6 14O Mai tOTAL RUM.11 FAKIXIWN RETAIL Sl BREAX.150W4 RETAIL SPAO( 1 RETAIL SPACE L RePAI4 sPACC 2 ' RETAIL 2744 4 RETAIL SPACE 5 1,240a1 62351 02001 S20tt 62451 TOTAL RETAIL s00ARE F00.5ASE a,13541 YU1L01N13 P3OT XIN* 1 ALL63W Pi(L7J1E)60 FACTO .40 X CLA 129.54651 Goo) 30.600 Sr (.52) ."- GRkENSPA4"6 I ALLE)WEt) _ PR47YIt7ED FACTOR .10 X 01.A 2,00.761 (,10) „..+mow...». 2,31601 (.12) 06:CNSPACC ARC* 9RCAV000VM r ._. _...... ON01410 LRY(L LRY6L 8 R00r t11m&4 omit C0YF11EU ARCAO0 Ldv(L'. NOdt OAROEIT ABOVE IOw0t20SEL 1.E551. 711444 WTI. 3,tl/0At 9220f 7265f 4,10011 TOTAL '• 9,Sida/ PARIOt4/3 R,<Q,L:IR0(7' ... PROM Ed R 'AIL Y 1 SPCE/3O0S.I', (4.135:1I TOtAL) • 1} GARB - t3 CARS ONE (1) 803R0014 APT 0 1 SPACE EA LIDO ORE 11E5R001,4 (4.175 TOTAL) CARS 504 CARS .. 1710 (2) e015R00'4 APT. 0 2 SP4CC EA (8N TWO RE0R001,1 UNITS TQTAL) wpt -. 172 CARS 172 CARS N51t0R3 PAR11NG 1 SPACE PEH 10 Wt11TS ('00 QUITS TOTAL) 19 CARS 15 CARS TOtAL 8Lt01120 PARSING IHCLV01N0 ♦II HANDICAP PARR1N0 0PACE$ . •300 CAPS 4331 CARS tewiii C Rf4VIRER rILOVIDE4 ... Oro, 500(42t LOAOwd 41 12'4 36' SOWW 3 3 $Li6A0S _ REQU1X613 1 PRp141260 C•1 (30•23 OVERLAY) FRONT SPE REAR , ID' 0' 10' 11' (10' T0. 84D. P0D6.64) 5 10' SUILEPP4 61l161iT EEQUHrfG PROV112.. �UNU4rvTf0 . sH01tt wCL wo CH0 R0ISHEE LINE • SLf d'JtLUINO SRCTItk1 0 THEFT A5,10 tY0' UN IUIiEO p DAsE OUILOINOyµ unit Z'S•0- PICVJOINC NGCf1MACAl P£NIHCVSE ' •.4 : 4,1'. d, I. ,tT. 1r.1I0' pA 1,,W , VITA' P.1 R RXHIBIT "C" The Blue at Coral 3152 CORAL WAY MIA I, FLORIDA 33145 RENZI DEVELOPMENT ISSUED FOR MAJOR USE SPEDA, PERMIT MDSPI 10-SEPTEMBER2003 DRAWING INDEX CIVIL LS-2374 WORMY SURVEY ARCHITECTURAL A1.Ol A2.a1 02 AAz � 05 A298 A2.07 A2.08 A209 ASO1 AA504 A320 A8.01 AAL SITE PLAN0 STiE DATA LEL2PPLANPN LLEVEL 4P N LEVEL 5 PLAN LEVELfiPLAN LEVEL 7 PLAZA LEVEL PLAN LEVELS 2PENTHOUSE LELEVEL/ IVEDHANICAL NORTH ELEVATION EAST ELEVATION SOUTH ELEVATION WEST iSOUT ELEVTION NH 6WLDINGSECRDAI ENLARGED TOWNHOUSE PLANS ENLARGED LOFT PLANS ENLARGED TYPICAL PLAN LANDSCAPE L-1 SITE LANDSCAPE PLAN/ LANDSCAPE PLAN LEVEL 3 L-Z LEVEL7 PLAZAiEVEL LANDSCAPEPLAWPLANT DETA5$ IAA 4,..aMg9 4.14 nUK Cog .462 is a94 Mina memadiankrass 11tA1 t . i/L{t99 Gait (AWL tum MA11ir�Nk OCT202 .5W L ! CM U- 1iUUIVU11YY V t. r • SCALE ;I' 20' �.- _ CORAL WAY t S.W. 2211d STREET 3 f6 St7.00' M83'S$09V3 '} d4' Median 2d a' ,°avGT e..f 1 { oarik 22nd _ __... TERRACE T rat'iGruos�, - -I- 2 sir SCALE: fr3004 tE3AL13E3331:ODN: IN. n Xeggfi tR aabstne lvs S4e4 R4R et v* okit L.b drxgm St.4R a.e Salim IF laet. B4Ori S. et 4ee P3AFHOSO P[AI OF MWFa t11BUleNka ACNBS. ...ft Nseto plat ,66/6:6 Pt Wxdr.t'W'de.,segded* 4 e ibaa 4. k raga 33. a< V. Peek SCR8EYO Sld04R: kbvmgaebssedmL.sewed .mY t•xtet et Way tSW}AUSaeRbeats Fad 73eNafmai abed Aag..c Rete.34 3.Fbils.e ar.aVale 6,µ606 0'6,4,0Z 3:COM a0N ReicadoelsweRialketletelURRA14.peReedinee UF3ed Skim Depa1mant of 7beph4) anit netrI3Oe4d•tM 4e1rMe. Ns Axon fie iwAt 0sa01O1. et ea neda de.aeaU....ems fe ilstwa IW Poe slot! ant ne.F0f ehsmtledd0 44404 .tgVded•m. erarooS . oe®43as ateijie.9Y en &ra et. flamer texW y4.3 uley ipmkoanue nx:ateOwM baM: K.4 Lnu bolted Mph. of Waeeseeo.e eel trW euraaeded Flop. wonddesnyee...ta.Gea .Veit Dn4) yWW1040 OeyeMM9YY 8 Ita•F4* ROO eaa Rfpiddar laed n xlnaled 0*hr t7F( vtAlb.d Ma Studs aNa nag Seat deYF%ied as art Bee The S4Med Ploety Is *doted Weal teNew 47137 vote Let. Rasa tee 0.361Faa.axeartee.t 1URYEYOWSSERYWCAllat Mra'ocmP.a WLL1haSKETCR OF 9013,311133SURVEY asl ae aa.erw _tidta ahesed b be ant omaea b limbed davkno.Jed9eadbelefae resediramreye1 and(deladeiuleun Yt6sefat.Lane!9exseemAettee,Itmadexees•R' alko Morse.boon t41.134r 104l ate Smeey meet 43004 tkraoledabel SawkrL .et fah ORe MUG Bead of LedS..n.a:roaa! b Gaetle a :HOl.tbdda Melee. Wtot hG/22 __ Eft 33OP6RSI6TS43a:4i1£S.3IC. tmatasi al E.ttVAB'tlleUeN Od..:od lred Serofx nit t • SekNFirih RefFedualc. et tees deWoj ee Rat a413 .Bled Re sgnbre go, Re iuVrat a.xaaaed for: • ../a a r;== .7 1'1 . t.44219 CF7 14. 0. LG22a3 S Th DAFNZCNING LEGEND 19ayagWsFpJSx�yri XJo YF1Y .„.. bran tatMt,um sAamll mm ati&*MS Ns. la Witt Lu xo•r evrtm9r SUPS .1.5 dr OR ts-2 Durk his - toyt Mt tt Wet It. "so, rer an t uR¢9GottALlImam..ILL9a:iECAW a4A, W[YgMSIDpTsta0 wo.r9 1[ pm..ro mt..: •OS .iypm-sLin site WS marmot Sa9 O«m r SIM iiatt.s. at. ytUluaema Next Cab OJu1•Zar*MINAS (.imp. »paw «asaSiAnita taco MS rA amuv A.mtW..=IMMb- *VOW 19N.ua DGlapOrl =AM SN,a9 Sur®ir — ,16tItS 4Cn..20 nWax6 MIA Itvi tilt lamp stn. t9r' '.sitar ,—JS. 3rK SaL.t offs Si. MID kptt use LTt Ltd ape ins septD2DaS CMS we9.ma ama tFm sable ,`e` Stet 'Mt 19at iSl wemau. etas aaw tt, ate+ East ten mamma moan¢ :eWv lmv eA.t �pAtymm a. WK. ma xacMO, art taa a&,& YN UpK .mar EYu at. Wm tMli an data tan 4-4 by txlplkQ ria'N. has 1Rd W ii Rha xr lrwwprtpi w9 nxI, stmts. a w Use al.pr rnrc uetyitef t asapt .,,,,,,,tt wt..r.sans nu Irit ...a ei NO WA ea.0.14De414 •UMW= MR ~MANS. miss sass., WFSMk aatlplmaax w WS,WQe96tettt ff49A,TaWS iaflA)eiNw Sb'a t3 a%ai FstUi+O'N.lfl 1.a.1. Da WtlU't11p11 Dlit .• est — LDi1lYA.,FIS . (staefa• ."Wt. wat WIOff ,LaetrlWl .0.00t OlaiIA Ap. CMSit fml A..;mvbaaSttaw.mc LWtDartD,Aa, rat paraaae.m,L 9pxittAti 111. *K.m 9trl Sat tliottsitt.r° w ayta mtalltOO mvwF estUw.Aat tbtt aE.w 7rOtFII. +r,.eq otoaAr s.1.1.1 it* tUM nbraamS */WM aAi xurre rp ltra. .ii,WI masloammt rC iLos Ary ...Sr A.' !tuse sta. lSt lb+n9net - Awllal{taabt m.le VW r.hl i et..Hll m oax x• VW fiset • arta we. w6a,d1 arwa tpax .r<1i1r..a bW.@ ea yr ewn.sa.= x.tipi ...MO* MP Nth OW. #s a maw. MS=ICS AWN .rs •err peep rlta to a .D9r.> Mt sir 1¢91 rl. tmi Eli ,WmA i,lt.ptr 01 Ma,.ap.. ufr salt saa - ao,_wL1,9taa ON De Illnunuella90 I%aa alas m© eseuY rF.t 2.9.9. r}W gs 05 WM) VI alt 19a6 '4.1 OW4 a9.a tee.1,.. No um tsea} tsars new tut mar moo so.. .a rawer. rowan emme aw Ma= . e Wt(t9 a.146T40014019'2#aAat XH.ai 1 Capp. mM69 u astray st sr e a W1u.ptLWrt S tea. ° suns ra�i e.S. l lauexmf atwin. r ,d*Yex. a9wMOWS PROPOS£D 15 STORY 61U1.11-USF MOL£X Zoning - Date Olt • Date 4J1Y! CORAL WAY ($W 22ND STREE} CW ??Nfl ?FARAt'.F Above , not :IRA 1,vproval I snt PLAN 4i1` E• 1't24+G w.9 m +baba14..9auu9• bLp1.9a.tp e.. t_ta•u.11 i.a� Cal ix Mr 2 2. WEI Ida g =z01 rt w a CITY ,MIAMI OrFiCE OF F riff cc works Sirs �:sa`tr t(i €€, ;T ai MOO w cc z SIRVICE STREET LEVEL 1 orr le sr �xt•ncrwvaaPitgi xtc�xas 40µ0.La[xy9.p9. 4 AaHL11 a•>..r t.lac)i•..... rEIMENOlf Noi as 111. g 1161 Ea vat CV lad re/ Fenris al U W 0 cocv Man OFF1CF.f>`R1~i A S+` 7ND LEVEL wzD s/sY.rp oP! tC N =wad* maws Yii Ya 6\\1Y4i W w=FTNt aiwa • a • a !\tq.NlRav Pillb4Jw+ rallaa r•M ANNUM mamma _PLA'a6Y91 Ytl1elIleT CC CC CiD W X 0 =3:4 }•ingm ! Ills O2 3/161. EViau Vat% I i I t umrc2 : • I: t c I .11111142 1,1111111111142 PROFOSECtissrer 2231.J14.2;ECOMPLEX (t).3n) LEVEL mu: (itr-r-s• r 32" gal au* &MOM : ‘0.111.11..n0.101. ,re.rt7(••.11.-°•. £1116...,680ttniF oc saantasat C.t IA= Allt93t COCIlital IRA •••••••••• sc. ADD I CITY OF MIAMI OFFICE OF • ZSiaxs SOA. WOiCw ,z B E j-b. -6 Zoing Penning • 4TH LEVEL. 0 ,0 lir f f{ Sr ia >11 Caa Lk a es 161 g wig g . c- Y =ate aaee 1111000111000 ego ats amht crr f;:or MIAMI O:r. Or w2.,Pl1g-±-13 SOARD3 1-=1,-.101.1(ttOi."-W Planning rqY A`r PRQPOS*.0 15 STORY xiumusEcoaRtsc . — ....... ... " ..• 1 5TH LEVEL (1) rr us 37 .11;v2ts AZO5 04/65 0117 r MIAMI OFFICE OF 2 G BOARDS PLA VIEW Attic works /1.1AL-/..3 SY: Zonrig sr typrovel RROPOSLIMSTORY 131101,11SEGOSIFLEX . • - : --- • .. • .• -1_...7 _ _ _ .••••••••I••P•Y, ..-••-, ••• •••••••••-•••••• •••• .••-••••••••••• „ .. _. .,••• .,• • • ,•••• .... ,r• .-... • •- • , • : ' • ; • ;• FM LEVEL Iona vw.r-e. 0 I if 16 32' NO Me% a tortes WAWA Mint MILL 1.11.0. 1401110121.1. ‘16.11.4.1111 OM* Al1111.0.1.0t.POInfraftWO 111111•1121.11.911 4 „ 11 t 4 • 4 I t . =Kr PROPOSED IS STORY MATRA! CORREX Rir,y,a, WVS-4LP-Ailirrg IDA On: I 4 BY: CORAL WAY (SW 22ND STREET) 1 c Jr 7TH LEVEL sum thr-r-cr 0 4' f 132' sea argiotemnim A. 4 • . • • I 111,01• • , SITIOVICI MIN! 0411,1r111.21407.1 • 1113•1441.1•0 leY1P.,P0t,tgq,..nit ARAIS•Alif EROPAVIS LITS1•1110131 T 2 •11.1...00.0:7101{ SC Sal -mu(lAve airopms %%WWI Din 713‘, • 1! I - - PAI)P1)410 1.11 VORY *A/CTI4Aft colgstEx it k • . g 1 7:4 1 • 771-15 ; 11 1:1 ••••• • ,....... • 1 4 4 • , 1-• • • • . • "' • • 3T t• 1 r, -3 11 7/ I.: / ..—, / t . . if id . Itt I '• X-f, :, ' —Ir-----.4 ... — 0 - • • -,:li 111 :11 ; 11 i I LEVEL 8-191V:1r-4, A/. 0 NI' 32' mesimaie &mas 12,21.2 c•sx.a. 2.222.2..P.222 02. MLA 22232.2 1212,102.220 2.124,1221.122 2•2221,[22222,2,22.22-••• .22,221110.12, 82.21.124224 .22V1222202122 CT 2 =Mt.& IcANT,5111 Zt4lY terPrbt • 17'7 03:IF Frce.,‘Ell Okli100.4(1 IttrItRY IJIMMtit eks/PLEK 1 I 11 1.1 ! ! ,..1 . r.,-,'---....301..;.3'""--' - • ------.'"'-';':".---.,--•-• ;-..:1 ' li i i 1 1 t js,c,r;CInr..0n Or)C1 0 I , i; ovikeitAlakio. ... 64". .140 ' 4 LEVEL20 PENTHOUSE E. Signature abeVe:" t 16 sex we* awe es .11.4,11.4 Nr..11.11( •rt.tepissl...s4m SOMME 0.1:81.11 I =SAVA NROMMIVIR ict sea CC CC Lhe a Wei f,3 =wJid I% M az ca = ma MI •- tr ra a I leas CO eo:m n 011.1fteTSMISMolitsymen.fe lea F Grp! OF Mtr"..F I t. OFFICE OF F. -1 NG SOAlDS FLANS REVIEVI r } Pubic %men Zoning Planning BY - Signature a avz LliYSr -Date 1 1€ 1 it r • t 11 ;1 1 1 1 2 ii I. 1f & 1 1 d . '`ft a >II t 171.5 13 m NORTH ELEVATION SOLE t/te.1*-41* Efea.419161PIRITes ri.•I • itie•01 ARSZR - MOMS namM refi mama -It z wit sit c012. 6411E fa IM a co m tiaS en est Tie sw.FN ele w AVIRSIBSISMISID 64£Oi1E d/SiIG Sw•'sa. teS77,79, a2 • r • 9 n.. WESTELEVATK?N sulk or-e-e 64.W —t 4r a. np mu.o.ea.vw � ,t Jaaiiittcm.ua. •��. if. r}p.. •r - MOM •11051 �N iltemisarav ans ma a iS} CD Q igg aid Ca 12 eal On CC to IMEESSOILIM _ L8� NORTH SOUTH RIADING SECTION gaeer rou.a.n. M&,.,T,. .1045.401 CC C CA CD g ths u. Sint as F nac we OW.. xpsa+. pF303,4M a1 u roaFlapw A5 r �= a S s RC 32 kai"—i 28'4* —14 UNIT 95tIsf 254. akr kir u ROOF DECK LEVEL 2 qo 28=9` 4 ' itINITti • t- • co : • 44 • • VV441 9k04G 1740 -Date T7frdyl • 1 T., J.1 •-• ON 22 TERRACE %Ma • • `.` .1.240 fgt4 su 2*..f 4.•.3 414.11,7G4 11,04104 1 1 SenaltIVASIK GS,E 4/410,11 AIIIMMIA1111 A&O1 II • VroCi .LEVELS 4,6 1fir*r.4. Eli °ARDS—, fj N6 tEVIEW 1E64* By - Rosining Signature IEVEISI; ozooriao4o amass .1/71.1 .41,112, LIS .34,411.1.1113021.32. 1111:tt Mcards1, 1,..035•167.,-- SOU " slut. smica WV.IN ZISON.It SGSPEIblatillt moo 21943" • 940sf I .11[ VitilDOR HI In am. " 111 18E0 UNIT A t 700M 74%10' 11,II.fINY • rst IkM 44 • t1;.: • ‘"''' 124' 74r I FITV r"'7:4 I 4'1 nil Mr • pf t-, • t . • ... t- jf/L .11) • 19 /44 0 go mark &pientgas 111! 11 I xi,lrermanotirt 4t0r PIlTIlO 01.01f1.1 *X. CORAL WAY (SW 22N0 SITE LANDSCAPE PLAN LadL.d...em.C:Amata.R2AL ! Golf Cow. Delk. Itti.noeiVINCLAITX11, saust210.11,41. Of04.4,40.1.X014051-Ds St= Project Name THE BLUE OF CORAL WAY A RENZI nEvELopmavr • StTh SITE LANDSCAPE PLAN Drasns By Cby 2-07-455 MC MC Salt Projeu Hasolaor 102-0703-4 Sheet No. L-1 so POOL LANDSCAPE -LEVEL 7 DE44rS .•�,;{a NI LIST: xE(LS:7PE T38VlAilO.t 0.01. 5= :' irf.s<�<j !i' t 4.41 (i9kYCN tome or. SZE j SPACING f &YAKS a, b, t ti, K. i aa Ki :4.a —i ie t tY tc. - ilY�L leY,ls I. . it :e, dr csa was x:p, uos .. .'; �.. •... f+Z," � %.iG m a GuiC. mGl aG, •.•.. te. A» unu-zaat utxuu. ws R'0AM ' '- 1i. 41 _. y4+YWG Gal r ........_ .>t`�', as a NriFr.,X -.. ' A. [ 'YCn tN tsk +�}f-..may i GN Nt, WYP 4,44 JAG C4Na4l�ut' Ki e4 S •a.3i� WY vW y .bNSAk .IJ ,.1�.a aril' e?i .... +.L- 1I1 ➢/ Rsv`1A27 (' 'FAnt eWl bF76Nt� kf�EY�+ R'er'T.tf��f ri,. tYa.• '- :�..,. . - - aae - i--• .. +•. J.... .._.. �.�.-.....�.._. . X�ai . Dot SRr-. ..... .._.. wF.vgiflw-....... .M.���.� �. :'''2' Lam. - . _ ...-.v........ L tax .--......:..„........A,<k4uildwvG --'--a..w,.tura"'unwvc'. - _ - • -.,-s-.vu.'4vMn.W4yla'",yY,e'ssM .. ..^ale✓,ueWwc,1.. F: j[ _•.. ....... Mir ir11WHL► e" CITY r Mt OFFICE OF HEAR! ! :,• PD$ PLANS REVIEW Puttic was - v tid By. By: eitlanii • DAM: _- Hy:. r;kjFW3;iii'i iSL'4`.i'. t;yr••S. a,r: �' eh1 egiipuim w t,I�rss�L r DETAILS f DRB SUBMITAL SET 05.•23-03 MARIMici CORRAL - LakmayeAschGriiin xcsvawnxvn�wlnry Project Name THE $J•(3 E OS CORAL. WA A RENZI DEVELOPMFN'! meal rids LEVEL 7— Pbrt Li9i flad - Detaie3 WM6S1.11.Mna,sie •AMAPA wx'pppw'fae �Y-a,ule'4.Y�weuaR cela..414rnemrh1'4, .W er4srMMNYT.OW i114 commaaclar: 61.1.14A40001.: ur alGlilit-WSVM Laid$WeAecatet S A FLL13e. id34 RONEtas Drawn By Cbrcksd By AC 8C Prejeeat Number 2102-0703-4 Sheet No. L-2 EXHIBIT "D" Apaal, zee emams 0.4.Kanrt"(Mt.0 T mew a constant, me e m.aaam.p 2.21217* 121121M Oar MI mop! me, 74rea0 !w $• etarde °�,r a° a mm.a e nalt na an▪ ter.pptt ' ram e pm. VNIPPPRIVISImPbt °Qo202,227222. ww Ymmarma tl soar P.M pato P.1104 Poet mega Prawn Prawrvmmate low t•P E� 3 =i "boom., antra" rmmanARmryv CE1i77F/ED 713: L 3170 Reim, !LC 4 Fcadeq Tang, PR 7L_4 Shre!_ Prof Fcef _ ftk hale a5 2 _ —- r-r—rT—r-r TT'—i�R ?! 19 /8 IT „�,/� 16 �1� 13 7 71' 10 9 8 7 S 5 4 3 2 1 22 73 24 25 26 Z7 ,26,�,,29 //� ,/ 32 33 © 36 37 38 33 40 47 11 I" `-- sn'zaa 8.4 eiHn1c 964901 AL4S /a are A n999. San ro7J PROPERTY ADDRESS: 31705,1 2316 50494 37A137( Rows 32145 >lwF0ad9camlyTar Pots 01-11E009,4560 L9CAL DESCRIPTION: _ oft 1 PUTT 4 NXC9,SA979K Aga aca'Ag m PLsl 5sam( .in.dd n Pie �14(�e 74 al Be d Pot$ New of lb l-Ado Cwrt1 Poofifi. SURVEYOR'S NOTES 1. 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Tna true.,* arrant to ea be# al brad !shed wId'me mere =Nz9alt'madtrash. 174 som7 compiles .lM 6+e A0r4r= Talekd Sion at fre Bmd2y amp =Mel by MS Roden Stet ttad AAotmbnd Amps Yappers watcher n oarrsr-n. Ikeda Afthistror Co& sem= to Monks. nzm2Florib Stables C�U'7!AF6 (3 Cs/L3NL2 L' a c� jS30r/.s#os, rl,j Kw Stem .titassz r Sereley/9aa.a na.sate al Florians. nr4ns '.Tenn¢{.1tl� &SP4l$ S LOT 25 S.W. 22ad.. sheet (Corm Way) (State Road Nos72) ,t 1 aaKmm� �t`raae' rss'Aaea rr. LOT 26 I yC6st�� 1� 9 Ss RAp 7- I �rpna 250.09'(M)K' 25Do0TR) 1 745AotaAnew! 8 ?o .L ';.* 41893855 q'tvdrta, V. senor srm'%1 1e 1 I s a I I LOT 14 LOT 13 I for 12 BLOCK 4 'MEWS) PLAT OF M1AM1 S41WIE iV ACRES' (PLAT BOOK 4, PAGE 73) • /7 .0l LOT 29 n ------- LOT30 0 LOT 1; LOT 3f - -•r_____ J_____ . r '1jr.6.4;toss al P" LR seer 9P Fn.122 LOT 32T`s D • je 3eZao4 iteethe S.W. 22nd. Terrace j 1 K_t1654411AMENDED PLAT OF MIAMI SUBURBAN ACRES1Surveyldwg\PORTION OF BLOCK 3.dwg - AO 4)6 e66 Z a4 3. AL,T.A./A,CSM. LAND TITLE SURVEY Is fs s Maunder, away.' f-nude Cooly. Florida 7 Al--5158 hXHIBIT "Ft," Case 13-11961-LMI Doc 193 Filed 02/20/14 Page 1 of 7 ORDERED in the Southern District of Florida on February 19, 2014. o�kG Y7 09le Laurel M. Isicoff, Judge United States Bankruptcy Court UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION In re: BEACON AT BRICKELL VILLAGE, LLC, Debtor. In re BEACON DEVELOPER PARTNERS, LLC, Debtor. Chapter 7 Case Case No. 13-11961-LMI Chapter 7 Case Case No. 13-23470-LMI ORDER AUTHORIZING THE SALE OF THE PROPERTY FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS THIS CAUSE came on before the Court for hearing on February 13, 2014 at 2:00 p.m. on the Trustees' Joint Motion For Entry of an Order (A) Approving Competitive Bidding and Sale Procedures; (B) Approving Form and Manner of Notice; (C) Approving Form of Purchase and Sale Agreement; (D) Scheduling Dates To Conduct Auction and Hearing to Consider Final Approval of Sale; (E) Authorizing Sale of The Property Free and Clear of All Liens, Claims, Encumbrances and Interests; and (F) Granting Related Relief (the "Motion") [ECF no. 164 in 5084586-3 Case 13-11961-LMI Doc 193 Filed 02/20/14 Page 2 of 7 Case No. 13-11961; ECF No. 95 in Case No. 13-23470], filed by Drew M. Dillworth ("Trustee Dillworth"), court -appointed trustee for the chapter 7 estate of The Beacon at Brickell Village, LLC ("BBV") and Joel L. Tabas ("Trustee Tabas," and together with Trustee Dillworth, the "Trustees" or "Sellers"), court -appointed trustee for the chapter 7 estate of Beacon Developer Partners, LLC ("BDP", and together with BBV, the "Debtors"). The Court having considered the Motion, the representations of counsel and for the reasons and with the authorization stated on the record, which are incorporated into this order, FINDS AND DETERMINES THAT: 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), (N), and (0). 2. Notice of the Motion and the related proposed sale to creditors and all possibly interested parties was adequate and sufficient under the circumstances and no further notice is required. 3. Trustee Dillworth and Trustee Tabas have received an offer to purchase the Property' from RBC Acquisitions Group, LLC, a Florida limited liability company, as the Prevailing Bidder (the "Purchaser") and the Buyer has agreed to the purchase price of $4,200,000.00, upon the terms and conditions contained in the Purchase and Sale Agreement (the "Contract") attached as Exhibit A to the Notice of Filing of Purchase and Sale Agreement [ECF No.190 in BBV and ECF No. 107 in BDP]. 4. Keystone Holdings Group, LLC, a Florida limited liability company the stalking horse bidder has agreed to serve as the back-up bidder (the "Back-up Bidder") at a purchase 1 All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion. Case 13-11961-LMI Doc 193 Filed 02/20/14 Page 3 of 7 price of $4,150,000.00, in the event that the transaction does not close with the Purchaser. The Back-up Bidder shall provide evidence of its expenses within 10 days of entry of this order. 5. The Purchaser has proposed to purchase the Property (as that term is defined below) in "good faith," as that term is used in 11 U.S.C. § 363(m). Neither Purchaser, nor any of its owners, members, managers, officers, or employees, is an insider or affiliate of the Debtors, and the proposed sale is the product of an arms -length negotiation and transaction between Purchaser and the Trustees. The proposed transaction represents appropriate and valid exercise of the Trustees' business judgment. ACCORDINGLY, IT IS ORDERED AND ADJUGED as follows: 1. The Motion, is GRANTED. 2. The executed Purchase and Sale Agreement is hereby approved in all respects. 3. The Trustees are authorized and directed to execute any and all documents necessary to effect the Sale Transaction and to take promptly all other actions necessary to sell and convey the property as described in the Purchase and Sale Agreement and in Exhibit A attached to this order (the "Property") to Purchaser pursuant to the terms of the Purchase and Sale Agreement and this Order. The Closing shall take place within 30 days of this Order becoming a final order; provided, however, that the Purchaser may, in its sole discretion, close before such time. 4. In accordance with 11 U.S.C. § 363(f), the Trustees' sale and transfer of the Property to Purchaser pursuant to this Order shall be free and clear of all monetary liens, claims and encumbrances of every kind and nature, and free of clear of all interests in or to the Property at law or in equity, including without limitation any and all claims of (i) SLS Properties III, LLC, (ii) Renzo Renzi, (iii) Pasquale Renzi (including without limitation his bankruptcy estate), (iv) Case 13-11961-LMI Doc 193 Filed 02/20/14 Page 4 of 7 any owner of equity in The Beacon at Brickell Village, LLC or Beacon Developer Partners, LLC, (v) Renzi Holdings, Inc., (vi) City of Miami Code Enforcement Board, (vii) City of Miami, and (viii) Miami -Dade County Water and Sewer Department, with such liens, claims and encumbrances, if any and if valid, attaching to the sale proceeds. 5. Effective as of the Closing, the sale of the Property by the Sellers to Purchaser shall constitute a legal, valid and effective transfer of the Property notwithstanding any requirement or approval or consent by any person or entity and shall vest Purchaser with all right, title, and interest in and to the Property, free and clear of all monetary liens, claims and encumbrances of every kind and nature as set forth above. Purchaser shall not be liable or obligated for any liabilities or obligations of the Debtors or the Property arising before the Effective Date, except as expressly set forth in the Purchase and Sale Agreement. 6. All payments from Purchaser for the Sale Transaction shall be paid to Trustee Dillworth to make disbursements at closing to the City of Miami for amounts owed for code enforcement violations and municipal special assessments for lot clearing services, payment of real property taxes and payment of the broker's commission and expenses (absent any objection to same by the Office of the United States Trustee) and any other usual and customary closing costs consistent with the Purchase and Sale Agreement. 7. At closing and pursuant to the Order Approving Trustees' Application For The Approval Of The Employment Of Colliers International And Mr. John Crotty As Real Estate Broker Nunc Pro Tunc. To August 16, 2013 (ECF No. 117 in BBV and ECF No. 67 in BDP), Trustee Dillworth is authorized to pay the commission to Colliers International in the amount of 5% of the gross sale proceeds ($4,200,000 x .05 = $210,000) plus reasonable costs and expenses. The broker's costs and expenses shall be presented to the Office of the United State Case 13-11961-LMI Doc 193 Filed 02/20/14 Page 5 of 7 Trustee within 10 days from the date of this Order if there no objection to same within 14 days from receipt of same, the costs and expenses may be paid at closing. If there is an objection, the costs and expenses shall not be paid at closing, absent agreement by the Office of the United States Trustee or further order by the Court. 8. The sale proceeds for the Property shall flow through the account of Trustee Dillworth for the estate of BBV, and shall be disbursed after closing pursuant to the Order Granting Trustees' Motion to Approve Agreement to Divide Proceeds from the Sale of Certain Real Property and Estate Assets jECF No. 167 in BBV and ECF No. 93 in BDP] entered by the Court on December 12, 2013 and December 10, 2013, respectively. 9. Bankruptcy Rule of Procedure 6004(h) shall not apply to this Order and the proposed Sale Transaction and the Trustees and Purchaser may close on the Sale Transaction immediately upon the entry of this Order. 10. Purchaser is purchasing the Property in "good faith," as that term is used 11 U.S.C. § 363(m). The transaction contemplated by the Sale Motion and Bid Procedures Order are undertaken by the Purchaser without collusion and in good faith, as that term is used in Bankruptcy Code Section 363(m), and accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the Sale shall not affect the validity of the Sale, unless such authorization and such Sale are duly stayed pending such appeal. The Purchaser is a good faith purchaser within the meaning of Bankruptcy Code Section 363(m) and, as such, is entitled to the full protections of Section 363(m). 11. The Purchase Price (i) is fair and reasonable; (ii) may not be avoided under Bankruptcy Code Section 363(n) or other applicable law, and (iii) constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code, the Uniform Fraudulent Case 13-11961-LMI Doc 193 Filed 02/20/14 Page 6 of 7 Conveyance Act, Uniform Fraudulent Transfer Act, and any similar laws of any state whose law is applicable to the Property. 12. Purchaser is not a successor as to any liabilities of the Debtors or the estates by reason of any theory of law or equity and Purchaser shall not assume or in any way be responsible for any liability or obligation of the Debtors or the estates (whether direct or indirect, liquidated or unliquidated, choate or inchoate, or contingent or fixed), except as otherwise expressly provided in the Purchase and Sale Agreement. The Purchaser, however, is the successor in all respects to any of the Seller's rights to and under any Major Use Special Permit. 13. Keystone Holdings Group, LLC, as the stalking horse bidder shall provide the Trustees with any documentation and support for any requested expense reimbursement within 10 days from the date of this Order. The Trustees and the Office of the United States Trustee shall have 14 days to review and to object to the requested expense reimbursement. Absent any objection, the amount requested shall be paid at closing. Subject to timely compliance with this paragraph and absent any objections, the amount requested shall be paid at closing. If there are objections raised, the Court shall be notified and will set a hearing on the determination of any objections. # # # Submitted by: Brian G. Rich, Esq. Berger Singerman LLP 125 S. Gadsden Street, Suite 300 Tallahassee, FL 32301 Tel. (850) 561-3010 Fax (850) 561-3013 E-mail: brich@a,bergersingerman.com Copy furnished to: Brian G. Rich, Esq. (Attorney Rich is directed to serve a conformed copy of this Order upon all interested parties and to file a Certificate of Service). EXHIBIT "F" iQ CONCEPTUAL FLOOR PLAN (� maEve. w coAgcHuEcrs =< Knn 40.1A.M,CAR451L*45.1672213 PRDd4 SHENANDOAH PARK FIRE STATION NO. 14 CONCEPTUAL FLOOR PLAN most tEnstOrd SEAL msa ncmwzm. Omen. Oafs 0131-14 ails 91a.:1 Jr.mOM MC MeRBT ANC SNET NPABEX A-2Q1 9 t1 H;XHIBIT "G" Station 14 Equipment Requirements Last Update by MFD: 05/23/14 "-•. —.. ....., two. n: � a. ... .. .E—.....r. .. ,,..,,, ,,,,,,,,,,, ,,, .. ... �. Equipment Notes Automatic Transfer Switch To Match Generator Generator Pad 12" Concrete Flooring Concrete w/ floor drain Generator Day Tank 100.Gal. Generator Must be Capable of Powering Whole Station Intake Louvers Painted Aluminum Exhaust Louvers Painted Aluminum Fire Extinguisher Standard Hollow Metal Door and frame Commercial grade hardware Overhead Lighting Florescent lighting - Electrical Room Should be moved to Exterior or App. Bay area Equipment Notes Circuit Breaker Panel Square D or equal TVSS Transient Voltage Surge Protector Flooring Concrete w/ floor drain Ceiling Exposed Pre -Cast Joist or Exposed Concrete Painted Exterior Semi Gloss Walls Exposed Masonry Painted Exterior Semi Gloss Overhead Lighting Florescent lighting Medical Supply Storage Door to be moved into App. Bay Equipment Notes Flooring Polished Concrete with Drain Ceiling Painted Gypsum board Painted Exterior Semi Gloss Walls Painted Gypsum board Painted Exterior Semi Gloss Mini Refrigerator For refrigerated meds Residential grade mini fridge Overhead Lighting Florescent lighting Power Outlets Double amount of power outlets Charging station Shelving Stainless Steel Adjustable Throughout Station Alerting System WestNet Alerting System Cascade Room lox10 Sufficient Equipment Notes Flooring Concrete w/ floor drain Light switch Exterior Explosion Proof Overhead Lighting Florescent lighting Explosion Proof Ceiling Exposed Pre -Cast Joist or Exposed Concrete Painted Exterior Semi Gloss Walls Exposed Masonry Painted Exterior Semi Gloss Oxygen Bottle Storage Rack GLOBAL SCBA mobile bottle cart, 4 shelves, 16 bottles Oxygen Cascade System Grainger Allegro Sysytem Station Alerting System WestNet Alerting System Work Room 10x10 Sufficient Equipment Notes Air compressor 60 Gal. 150 PSI w/plumbingto apparatus room Bench Grinder w/ Stand Craftman or equal Bench Vice w/ Pipe clamp capability Craftman or equal Cabinets Steel/ Metal Drill Press Free Standing Craftman or equal Ceiling Exposed Pre -Cast Joist or Exposed Concrete Painted Exterior Semi Gloss Walls Exposed Masonry Painted Exterior Semi Gloss Flooring Concrete Overhead Lighting Florescent lighting Station Alerting System WestNet Alerting System Work Sink Fiberglass Bio Hazard / Scrub Room 1oxlo Sufficient Equipment Notes Decon Shower SS at shower only 3'x4' Shower Pan Ceiling Exposed Pre -Cast Joist or Exposed Concrete Painted Exterior Semi Gloss Walls Exposed Masonry Painted Exterior Semi Gloss Concrete Pad 4"x3'x6' Flooring Concrete w/ floor drain Overhead Lighting Florescent lighting Slop Sink StainlessSteel sink and table combo Station Alerting System WestNet Alerting System Laundry Room Note Added Change Equipment Notes Flooring Concrete w/ floor drain Ceiling Exposed Pre -Cast Joist or Exposed Concrete Painted Exterior Semi Gloss Walls Exposed Masonry Painted Exterior Semi Gloss Overhead Lighting Florescent lighting Shelving Stainless Steel Station Alerting System WestNet Alerting System Fiberglass work Sink Uniform Washer & Dryer Residential Grade Extractor Bunker Gear Washing Machine Unimac Alliance Note change in location Station Alerting System WestNet Alerting System Gear Room locker size should determine Sq. Ft Equipment Notes Exhaust System Broan or Equal Ceiling Exposed Pre -Cast Joist or Exposed Concrete Painted Exterior Semi Gloss Walls Exposed Masonry Painted Exterior Semi Gloss Flooring Concrete w/ floor drain Gear Dryer Ambient Air Dryer Overhead Lighting Florescent lighting Station Alerting System WestNet Alerting System Hose Drying & Storage Room E Equipment Notes Exhaust Fan Broan or Equal Flooring Concrete w/ floor drain Ceiling Exposed Pre -Cast Joist or Exposed Concrete Painted Exterior Semi Gloss Walls Exposed Masonry Painted Exterior Semi Gloss Hose Loading Table Edarly Hose Rack Edarly Overhead Lighting Florescent lighting Station Alerting System WestNet Alerting System Apparatus Room E Equipment Notes Bifold Apparatus Doors w/ Power Openers & Remote Front Only CO Exhaust Detection and Removal System COOK system or equal Trench Drains Galvanized Steel Flooring Concrete w/ floor drain Ceiling Exposed Pre -Cast Joist or Exposed Concrete Painted Exterior Semi Gloss Walls Washable commercial finish Overhead Lighting Florescent lighting Station Alerting System WestNet Alerting System Spare SCBA Storage Rack Global SCBA Air Supply Plumbing Hose Bibs x2ea front and rear Water Fountain American Standard Watch Cage Equipment Notes Desk Built in Formica Desk System Built in Formica Desk System Ceiling Acoustical Ceiling J Walls Painted Gypsum Board 6" vinyl Base Flooring Polished Concrete with Drain Overhead Lighting Florescent lighting Shelving For Station Radio Ply Wood Shelving Station Alerting System WestNet Alerting System Station Fire Alarm Controls Siemans Station Security Controls Siemans Security Cameras & Keycard Entry Bathroom (Typ.) Equipment Notes Exhaust Fan Broan or Equal Ceiling Painted Gypsum Painted Bathroom & Kitchen Semi Gloss Walls Ceramic Tile Floor to Ceiling Flooring Tile w/ Floor Drain Porcelain Mirror GAMCO Overhead Lighting Florescent lighting Storage Cabinet Stainless Above Toilet 24"Wx36"H Paper Towel Dispenser - GAMCO Shower w/ Valve Sink w/ Faucet Station Alerting System WestNet Alerting System Toilet w/ Valve Toilet Tissue Dispenser GAMCO Towel Hook GAMCO Urinal American Standard Car 74 Office & Training Room Note change Equipment Notes 6' Projection Screen - Electric Ceiling Acoustical Ceiling • Walls Painted Gypsum Board 6" vinyl Base Flooring Polished Concrete Intranet Wired Residential Grade Overhead Lighting Florescent lighting Station Alerting System WestNet Alerting System Station Office Equipment Notes Employee Mail system Plastic Laminate Ceiling Acoustical Ceiling Walls Painted Gypsum Board 6" vinyl Base Flooring Polished Concrete Overhead Lighting Florescent lighting Shelving Solid Wood Station Alerting System WestNet Alerting System Corridors (Typ.) Flooring Polished Concrete Overhead Lighting Florescent lighting Ceiling Acoustical Ceiling Walls Painted Gypsum Board 6" vinyl Base Fire Extinguishers Firemaster Station Alerting System WestNet Alerting System Wall Corner Guards SS Door labeling system GAMCO Water Fountain American Standard Kitchen Equipment Notes Cabinets Stainless Steel Commercial Gas Range VULCAN Garbage Disposal American Standard Commercial Sink Deep Bowl Stainless Steel Counter Tops Stainless Steel Exhaust Hood Hood Depot System with Ansul System Backsplash Stainless Ceiling Acoustical Ceiling Walls Ceramic Tile 6" vinyl Base Flooring Polished Concrete w/ Drain Ice Maker w/ Storage Bin Manitowoc indigo series ttID0302A Lockable Pantry (3) w/ Master Key Access Adjustable Stainless shelving Microwave Sharp Commercial Grade Mixer Kitchen Aid Overhead Lighting Florescent lighting Refrigerators (4) Kenmore, 24 cu ft, top freezer Sanitizer w/ Hot Water Booster Tank Station Alerting System WestNet Alerting System Dining/ Media Room Equipment Notes Ceiling Acoustical Ceiling Walls Painted Gypsum Board 6" vinyl Base Flooring Polished Concrete w/ Drain Lockable Kittys (3) w/ Master Key Access w/ Fridge and shelving Overhead Lighting Florescent lighting Refrigerators (3) Kitty Refrigerators Residential Grade Station Alerting System WestNet Alerting System Water Fountain American Standard Officer Ready Room (4) 16x10' Equipment Notes Ready Room office 6'x10' Ready room Bath see Bath detail Flooring Polished Concrete Ceiling Acoustical Ceiling Walls Painted Gypsum Board 6" vinyl Base Station Alerting System WestNet Alerting System Overhead Lighting Florescent lighting Ready Room (7) Equipment Notes Flooring Polished Concrete Ceiling Acoustical Ceiling Walls Painted Gypsum Board 6" vinyl Base Station Alerting System WestNet Alerting System Overhead Lighting 9 Florescent lighting Gym Equipment Notes Flooring Rubberized Flooring w/ Floor Drains Mirrors GAMCO Overhead Lighting Florescent lighting Station Alerting System WestNet Alerting System Water Fountain American Standard Miscellaneous Equipment Air Conditioning Units Trane or equal Key Card Access at All Exterior Entrances Security Cameras Siemans Water Heater(s) American Standard Exterior Equipment Notes BBQ Grill Weber/Genesis, model s-330, 3 burner, stainless Exterior Lighting Turner Flag Pole w/ Night Lighting Fuel Tanks 500 Gal Diesel Concrete on Pad Landscaping Station Alerting System WestNet Alerting System Grease Trap 250 Gallon Propane Tank City local vendor * Information Technology Internet Wiring, Telephone Wiring, Cable Wiring Need to Discuss Dumpster Windows fixed Alluuminum impact Singage GAMCO Roof hatch and Ladder EXHIBIT "H" FURNITURE ALLOWANCE UP TO $100,000.00 Equipment Notes QTY Bed Wall Light 11 Bench Seating (Gear Room) - Commercial Grade 1 Bi Directional amplifier 1 Chairs- Multiuse armless stack chairs 14 Chairs (Lobby Room) 1 Coffee Machine- Bunn Brewer, 2 warmers 1 Coffee Table (Lobby Room) 1 Computers 8 Cork Board (Station Office) - Office Depot 1 Curl Bar (Gym) - Paramount 1 Desk chairs- Pradere armed chairs multi filter 30 Desks- 17 Dry Erase Board (Car 74 Office & Training Room) - Office Depot 1 Dry Erase Board (Dining/Media Room) - Office Depot 1 Dry Erase Board (Station Office) - Office Depot 1 Elliptical Machine (Gym) - TRUE 1 Employee Mail System 3 Fax Machine 1 File Cabinet -Global 30'primium lateral cabinet 4 drawer black 3 Flat / Incline Bench (Gym) - Paramount 1 Gym Equipment - Assorted free weights 1 Gym Equipment - Bar - 1 Gym Equipment - Curl Bar 1 Gym Equipment - Dumbbell Set 1 Gym Equipment - Elliptical 1 Gym Equipment - ScaIe 1 Gym Equipment - Smith Machine 1 Gym Equipment - Stair Machine 1 Gym Equipment - Treadmill 1 Gym Equipment - Weight Racks (dumbbell) 2 Gym Equipment - Weight Tree 2 Laundry Folding Table 36" H (Laundry Room) - Plastic Laminate 1 Lockers (Gear Room) - 42ea. Special Purpose Units - 1 Loveseat (Lobby Room) 1 Mattresses- . Simmons, firm, twin model # 70090544 12 Monitors , - 11 Mstr. Key Accss. 24"Wx21 "Dx80"H Lockers (4) (Officer Ready Room (4)) - w/ Louvered Doors & Drawers (2) 1 Mstr. Key Accss. 24''Wx21"Dx80"H Lockers (4) (Ready Room (7)) w/ Louvered Doors & Drawers (2) 1 Murphy Bed 1 Paper Shredder 1 Paper Shredder (Station Office) - Office Depot - 1 Printer for Alarms 2 Printer/Scanner 4 Radio Base station- 1 Recliners- Lazboy 12 Squat Rack (Gym) - Paramount 1 Stair Machine (Gym) - TRUE 1 Stand Mixer Waring Commercial • 1 Straight Bar (Gym) - Paramount 1 Surround Sound Samsung for Gym and Media Room 2 Tables- 30'x72" laminate tabletop- with bullnose vinyl edge 5 Telephones/Data/switch 1 Treadmill (Gym) - TRUE 1 TVs/Monitors- Samsung 55" smart 1080p LED with wife 3 Universal Machine (Gym) - TRUE _ 1 Weight Racks (Gym) - Paramount 1 Wiring/Data Rack 1 Work Bench (Work Room) - 10' Wood Top Bench 1 Work Table (Medical Supply Storage) - Plastic laminate 1 EXHIBIT " Case 13-11961-LMI Doc 193 Piled 02/20/14 Page 1 of 7 ORDERED in the Southern District of Florida on February 19, 2014, _40(44_ W/209ie Laurel M. Isicoff, Judge United States Bankruptcy Court UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION In re: BEACON AT BRICKELL VILLAGE, LLC, Debtor, In re BEACON DEVELOPER PARTNERS, LLC, Debtor, Chapter 7 Case Case No. 13-11961-LMI Chapter 7 Case Case No, 13-23470-LMI ORDER AUTHORIZING THE SALE OF THE PROPERTY FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS • THIS CAUSE came on before the Court for hearing on February 13, 2014 at 2:00 p,m. on the Trustees' Joint Motion For Entry of an Order (A) Approving Competitive Bidding and Sale Procedures; (B) Approving Form and Manner of Notice; (C) Approving Form of Purchase and Sale Agreement; (D) Scheduling Dates To Conduct Auction and Hearing to Consider Final Approval of Sale; (E) Authorizing Sale of The Property Free and Clear of All Liens, Claims, Encumbrances and Interests; and (F) Granting Related Relief (the "Motion") [ECF no. 164 in 5084586-3 Case 13-11961-LMI Doc 1.93 Filed 02/20/14 Page 2 of 7 Case No. 13-11961; ECF No. 95 in Case No. 13-23470], filed by Drew M. Dillworth ("Trustee Dilworth"), court -appointed trustee for the chapter 7 estate of The Beacon at Brickell Village, LLC ("BBV") and Joel L. Tabas ("Trustee Tabas," and together with Trustee Dillworth, the "Trustees" or "Sellers"), court -appointed trustee for the chapter 7 estate of Beacon Developer Partners, LLC ("BDP", and together with BBV, the "Debtors"). The Court having considered the Motion, the representations of counsel and for the reasons and with the authorization stated on the record, which are incorporated into this order, FINDS AND DETERMINES THAT; 1, The Court has jurisdiction over this platter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), (N), and (0), 2. Notice of the Motion and the related proposed sale to creditors and all possibly interested parties was adequate and sufficient under the circumstances and no further notice is required. 3. Trustee Dillworth and Trustee Tabas have received an offer to purchase the Property from RBC Acquisitions Group, LLC, a Florida limited liability company, as the Prevailing Bidder (the "Purchaser") and the Buyer has agreed to the purchase price of $4,200,000,00, upon the terns and conditions contained in the Purchase and Sale Agreement (the "Contract") attached as Exhibit A to the Notice of Filing of Purchase and Sale Agreement [ECF No.190 in BBV and ECF No. 107 in BDP]. 4, Keystone Holdings Group, LLC, a Florida limited liability company the stalking horse bidder has agreed to serve as the back-up bidder (the "Back-up Bidder") at a purchase 1 All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion. Case 13-111961-LMI Doc 193 Piled 02/20/14 Page 3 of 7 price of $4,150,000.00, in the event that the transaction does not close with the Purchaser. The Back-up Bidder shall provide evidence of its expenses within 10 days of entry of this order, 5, The Purchaser has proposed to purchase the Property (as that term is defined below) in "good faith," as that term is used in 11 U.S.C. § 363(rn). Neither Purchaser, nor any of its owners, members, managers, officers, or employees, is an insider or affiliate of the Debtors, and the proposed sale is the product of an arms -length negotiation and transaction between Purchaser and the Trustees. The proposed transaction represents appropriate and valid exercise of the Trustees' business judgment. ACCORDINGLY, IT IS ORDERED AND ADJUGED as follows: l.. The Motion, is GRANTED, 2, The executed Purchase and Sale Agreement is hereby approved in all respects. 3. The Trustees are authorized and directed. to execute any and all documents necessary to effect the Sale Transaction and to take promptly all other actions necessary to sell and convey the property as described in the Purchase and Sale Agreement and in Exhibit A attached to this order (the "Property") to Purchaser pursuant to the terms of the Purchase and Sale Agreement and this Order, The Closing shall take place within 30 days of this Order becoming a final order; provided, however, that th.e Purchaser may, in its sole discretion, close before such time. 4, In accordance with 11 U.S.C. § 363(f), the Trustees' sale and transfer of the Property to Purchaser pursuant to this Order shall be free and clear of all monetary liens, claims and encumbrances of every kind and nature, and free of clear of all interests in or to the Property at law or in equity, including without limitation any and all claims of (i) SLS Properties III, LLC, (it) Renzo Renzi, (iii) Pasquale Renzi (including .without limitation his bankruptcy estate), (iv) Case 13 1.1.961-LMI Doc 193 Filed 02/20/14 Page 4 of 7 any owner of equity in The Beacon at Brickell Village, LLC or Beacon Developer Partners, LLC, (v) Renzi Holdings, Inc., (vi) City of Miami Code Enforcement Board, (vii) City of Miami, and (viii) Miami -Dade County Water and Sewer Department, with such liens, claims and encumbrances, if any and if valid, attaching to the sale proceeds. 5, Effective as of the Closing, the sale of the Property by the Sellers to Purchaser shall constitute a legal, valid and effective transfer of the Property notwithstanding any requirement or approval or consent by any person or entity and shall vest Purchaser with all right, title, and interest in and to the Property, free and clear of all monetary liens, claims and encumbrances of every kind and nature as set forth above. Purchaser shall not be liable or obligated for any liabilities or obligations of the Debtors or the Property arising before the Effective Date, except as ekpressly set forth in the Purchase and Sale Agreement. 6. All payments from Purchaser for the 'Sale Transaction shall be paid to Trustee Dillworth to make disbursements at closing to the City of Miami for amounts owed for code enforcement violations and municipal special assessments for lot clearing services, payment of real property taxes and payment of the broker's commission and expenses (absent any objection to same by the Office of the United States Trustee) and any other usual and customary closing costs consistent with the Purchase and Sale Agreement. 7. At closing and pursuant to the Order Approving Trustees' Application For The Approval Of The Employment Of Colliers International And Mr, John Crotty As Real Estate Broker Nunc Pro Tunc, To August 16, 20.13 (ECF No, 117 in BBV and ECF No. 67 in BDP), Trustee Dillworth is authorized to pay the commission to Colliers International in the amount of 5% of the gross sale proceeds ($4,200,000 x ,05 = $210,000) plus reasonable costs and expenses. The broker's costs and expenses shall be presented to the Office of the United State Case 13-11961-LMI Doc 193 Filed 02/20/14 Page 5 of 7 Trustee within 10 days from the date of this Order if there no objection to same within 14 clays from receipt of same, the costs and expenses may be paid at closing. If there is an objection, the costs and expenses shall not be paid at closing, absent agreement by the Office of the United States Trustee or further order by the Court. 8. The sale proceeds for the Property shall flow through the account of Trustee Dillworth for the estate of BBV, and shall be disbursed after closing pursuant to the Order Granting Trustees' Motion to Approve Agreement to Divide Proceeds from the Sale of Certain Real Property and Estate Assets [ECF No. 167 in BBV and ECF No, 93 in BDP] entered by the Court on December 12, 2013 and December 10, 201.3, respectively. 9. Bankruptcy Rule of Procedure 6004(h) shall not apply to this Order and the proposed Sale Transaction and the Trustees and Purchaser may close on the Sale Transaction immediately upon the entry of this Order, 10, Purchaser is purchasing the Property in "good faith," as that term is used 11 U.S.C. § 363(m), The transaction contemplated by the .Sale Motion and Bid Procedures Order are undertaken by the Purchaser without collusion and in good faith, as that term is used in Bankruptcy Code Section 363(m), and accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the Sale shall not affect the validity of the Sale, unless such authorization and such Sale are duly stayed pending such appeal. The Purchaser is a good faith purchaser within the meaning of Bankruptcy Code Section 363(m) and, as such, is entitled to the full protections of Section 363(m), 11, The Purchase Price (i) is fair and reasonable; (ii) may not be avoided under Bankruptcy Code Section 363(n) or other applicable law, and (iii) constitutes reasonably equivalent value and fair 'consideration under the Bankruptcy Code, the Uniform. Fraudulent Case 13-L1961-LMI Doc 193 riled 02/20/14 Page 6 of 7 Conveyance Act, Uniform Fraudulent Transfer Act, and any similar laws of any state whose law is applicable to the Property. 12. Purchaser is not a successor as to any liabilities of the Debtors or the estates by reason of any theory of law or equity and Purchaser shall not assume or in any way be responsible for any liability or obligation of the Debtors or the estates (whether direct or indirect, liquidated or unliquidated, Choate or inchoate, or contingent or fixed), except as otherwise expressly provided in the Purchase and Sale Agreement. The Purchaser, however, is the successor in all respects to any of the Seller's rights to and under any Major Use Special Permit. 13.. Keystone Holdings Group, LLC, as the stalking horse bid.der shall provide the Trustees with any documentation and support for any requested expense reimbursement within 10 days from the date of this Order. The Trustees and the Office of the United States Trustee shall have 14 days to review and to object to the requested expense reimbursement. Absent any objection, the amount requested shall be paid at closing. Subject to timely compliance with this paragraph and absent any objections, the amount requested shall be paid at closing. If there are objections raised, the Court shall be notified and will set a hearing on the 'determination of any objections. Submitted by; Brian G. :Rich, Esq, Borger Singernian LLP 125 S. Gadsden Street, Suite 300 Tallahassee, FL 32301 Tel. (850) 561-3010 Fax (850) 561-3013 E-mail: brichgbergersingerman.com Copy furnished tQ: Brian G. Rich, Esq. (Attorney Rich is directed to serve a conformed copy of this Order upon all inter^estedparties and to file a Certificate of Service).