Loading...
HomeMy WebLinkAboutExhibit - Attachment 1ATTACHMENT "1" (1of3) INTERLOCAL AGREEMENT FOR INSTALLATION AND MAINTENANCE OF STREETLIGHTS WITHIN MIAMI-DADE COUNTY RIGHT-OF-WAY BETWEEN THE CITY OF MIAMI AND MIAMI-DADE COUNTY THIS INTERLOCAL AGREEMENT FOR INSTALLATION AND MAINTENANCE OF STREETLIGHTS WITHIN MIAMI-DADE COUNTY RIGHT-OF-WAY ("Agreement"), made and entered into this day of , 2015, by and between the CITY OF MIAMI, FLORIDA, a municipal corporation of the STATE OF FLORIDA (hereinafter referred to as the "City") and MIAMI-DADE COUNTY, a political subdivision of the STATE OF FLORIDA (hereinafter referred as the "County"). WITNESSETH WHEREAS, the City of Miami (the "City") has requested permission to install non- standard streetlights (the "Improvements") along Miami -Dade County public rights -of -way, within the area of the Miami Design District Retail Special Area Plan ("SAP"), to match the installation of other non-standard improvements to complement the high quality streetscape design within the SAP; and WHEREAS, the City of Miami and Miami -Dade County (the "County") are mutually desirous of providing assurances for the future continued maintenance, repair and replacement of the Improvements; and WHEREAS, the City of Miami shall be responsible for the operation and maintenance of the Improvements. NOW, THEREFORE, in consideration of the covenants herein provided, the City of Miami and the County agree as follows: 1. The foregoing recitals are incorporated herein, 2. The City of Miami shall be responsible for the installation and continuous operation, maintenance, repair, and replacement, when necessary, of the streetlight improvements and systems, excluding, however, the costs of electric service charged by Florida Power and Light Co. ("FPL"). Operation and maintenance of such streetlights and streetlight systems shall include, but not be limited to, responsibility for underground locates, spot painting, graffiti abatement, periodic inspection, electric repairs, reporting power outages to FPL, and emergency/storm event response. If it becomes necessary, as determined in the sole discretion of Miami -Dade County, for Miami -Dade County to make repairs, maintain or replace the Improvements including but not limited to restoration of the street, by reason of the City of Miami's failure to do so, Miami -Dade County has the right, but not the obligation, to repair, maintain, or replace same, and such expense shall be paid by the City of Miami upon written request of Miami -Dade County, However, nothing contained herein shall be construed as creating an obligation or responsibility for Miami -Dade County to inspect, repair, replace, or maintain such Improvements, To the extent allowed by and subject to the limitations of Florida Statute Section 768,28, the City of Miami does hereby agree to indemnify and hold Miami -Dade County, its officials, employees and instrumentalities, harmless from any and all liability for any damage, injury, or claim that may arise by virtue of the installation of the nonstandard streetlights, or the exercise of any rights, obligations or actions under this Agreement, including but not limited to Miami -Dade County's permission for the installation of same, or from the City of Miami's failure to maintain, repair, replace, or operate the Improvements, To the extent allowed by and subject to the limitations of Florida Statute 768,28 the County does hereby agree to indemnify and hold the City, its officials, employees and. instrumentalities harmless from any and all liability for any damage, injury or claim that may arise by virtue of the negligence of the County or its employees in performance of this Agreement by the County or its employees but this shall not include any negligence of the City or of its employees, 4. The .undersigned further agrees that these conditions shall be deemed a continuing obligation between the City of Miami and Miami -Dade County and shall remain in full force and effect and be binding on the City of Miami, and any permitted successors or assigns, until such time as this obligation has been cancelled, in the sole and absolute discretion of Miami -Dade County, by an affidavit filed in the Public Records of Miami - Dade County, Florida by the Director of the Miami -Dade County Public Works and Waste Management Department (or their fully authorized representative). Prior to executing said affidavit, the lighting system shall be subject to inspection by Miami -Dade County, and the nonstandard lighting fixtures shall have been replaced with standard lighting fixtures, the lighting system shall be in good working order and in compliance with the applicable National Electrical Code in effect at that time, Any expenses for repairs, replacements, or corrections shall be paid by the City of Miami, 5, In the event that the City of Miami requests any third party to assume any of the responsibilities hereunder, the City of Miami acknowledges that such assumption shall not relieve the City of Miami from any obligations or responsibilities hereunder. Prior to allowing such assumption, the City of Miami shall require such third party to additionally indemnify Miami -Dade County from any and all liability for any damage, injury, or claim that may arise by virtue of the installation of the Improvements, or for the failure to maintain or operate the Improvements, and additionally, Miami -Dade County shall be named as an additional insured on any insurance provided by such third party to the City of Miami. No transfer, conveyance, or assumption, in whole or in part, of any right, obligation, or responsibility hereunder shall be allowed absent prior written notification to Miami -Dade County no less than fifteen days prior to such transfer, Additionally, such transfer must include the recordation of the Covenant attached as Exhibit "A," which shall not be amended, modified, or released without written approval by the County Mayor or Mayor's designee, which shall not be unreasonably withheld, delayed or conditioned. 2 6. Nothing in this Agreement, expressed or implied, is intended to; (a) confer upon any entity or person other than the parties and any permitted successors or assigns, any rights or remedies under or by reason of the Agreement as a third party beneficiary or otherwise except as specifically provided in this Agreement; or (b) authorize anyone not a party to this Agreement to maintain an action pursuant to or based upon this Agreement. Additionally, nothing herein shall be deemed to constitute a waiver of any rights under Florida Statute Section 768.28, or as a waiver of Miami -Dade County's sovereign rights, including but not limited to the issuance of peiinits. 7. The language agreed to herein expresses the mutual intent and agreement of Miami -Dade County and the City of Miami, and shall not, as a matter of judicial construction, be construed more severely against one of the parties from the other. 8. Miami -Dade County retains all of its sovereign prerogatives and rights as a county under Florida laws and shall in no way be estopped from withholding or refusing to issue any approval or permit as provided for under Florida law, including but not limited to the Miami -Dade County Code and Public Works Manual. 9. Any obligations hereunder for payment or indemnification of Miami -Dade County, or the City of Miami, if applicable, that arise prior to the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. 10. Any notice, request, demand, approval, or consent given or required to be given under this Agreement shall be in writing and shall be deemed as having been given when mailed by United States registered or certified mail (return receipt requested), postage prepaid, to the other parties at the addresses stated below or at the last address provided by a party to the other party at which to receive notice, City: County : 3 City Manager City of Miami 444 S.W. 2` d Avenue, 10th Floor Miami, Florida 33130 Director of Public Works City of Miami 444 S.W. 2'd Avenue, 8th Floor Miami, Florida 33130 Miami -Dade County Director of Public Works and Waste Management Dept, Stephen P. Clark Center 111 Northwest First Street 14th Floor Miami, Florida 33128 IN WITNESS WHEREOF, the City of Miami has caused this instrument to be executed by its respective officials thereunto duly authorized, this the day and year above written. "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Todd Hannon, City Clerk Daniel J. Alfonso, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney APPROVED AS TO CONTENT: Eduardo (Ed) Santamaria, P.E,, CGC Director, Department of Public Works (ACKNOWLEDGMENT - CORPORATION) STATE OF FLORIDA MIAMI DADE COUNTY } } } SS. BEFORE ME, the undersigned authority, this day personally appeared and both being to me well known and known by me to be the of the City of Miami, a corporation under the laws of the State of Florida, and which said Corporation is known by me to be the person described in and which executed the foregoing Covenant, the said officers of the said Corporation being likewise known by me to be the officers thereof who, in their official capacities as such officers of said Corporation executed, signed and delivered the said Covenant as the act and deed of said Corporation, and the said officers of said Corporation then and there severally acknowledged to and before me that they executed the said Covenant, acting in their said official capacities, for and as the act and deed of the said Corporation and in its name, and impressed thereon its Corporate Seal, for the uses and purposes 4 therein mentioned, and after being thereunto by the said Corporation duly authorized and directed, WITNESS my hand and official Seal at , in the County and State aforesaid, on this, the day of , A,D, 20 Notary Public, State of My Commission Expires: MIAMI-DADE COUNTY BOARD OF COUNTY COMMISSIONERS, FLORIDA By: Mayor or Mayor's Date Designee Stephen P, Clark Center 111 N.W. 1 Street Miami, Florida 33128 HARVEY RUVIN, CLERK Attest: By: Deputy Clerk Date 5 Exhibit "A" COVENANT TO RUN WITH THE LAND THIS COVENANT (hereinafter the "Covenant"), made and entered into this day of' , 20 by and between: with offices at ("Owner" or "Covenantor"), and the City of Miami, Florida, a municipal corporation of the State of Florida, with offices at 444 SW 2na Avenue, Miami, FL 33130 in the County of Miami -Dade County, party of the second part (hereinafter called "City"); WHEREAS, the Owner owns the parcel of land located in Miami, Florida, described on Exhibit "A" hereto (the "Property") and as shown in Exhibits "A" and "B"; and WHEREAS, Covenantor has requested permission from City to construct and install nonstandard improvements which may include, but are not limitedto the following: non-standardstreetlights; non- standard street identification signs and hardware; non-standard hardware for traffic signs, including but not limitedto stop signs, yield signs, speed signs, turning signs, parking signs; and non-standard devices for non -signalized pedestrian cross -walks within the Miami -Dade County public rights -of -way, and associated in road lighting; and related structures, fixtures and improvements within the dedicated public rights -of -way that abut the Property (the "Improvements") which may include portions of NE 2na Avenue, depicted in the attached Exhibit "C" (hereinafter called the "Right of Way"); and WHEREAS, Covenantor has requested permission from City to paint the following. improvements black: all the traffic signal mast arms, and all associated attachment hardware and support systems, including but not limited to the pedestals for the pedestrian signals, brackets attached to certain poles and pedestals, pedestrian cross walk devices, and control boxes (collectively called the "Mast Arms"), within the Right of Way as depicted in the attached Exhibit "C and WHEREAS, the City of Miami Commission approved No. R-15-0291, on July 9, 2015, recognizing the Design District as a distinct City of Miami neighborhood, and approving the installation of alternate street identification signs employing black letters on a white background scheme within the "Miami Design District Retail Street Special Area Plan" development area, subject to the approval of the Miami -Dade County Director of Public Works and Waste Management; and WHEREAS, the Covenantor may prepare and submit to the City from time to time applications for master permits (each called a "Master Permit"), for consideration and approval inaccordance with applicable laws, codes, rules and regulations which will contain the proposed location and design of the Improvements to be constructed, and Mast Arms to be painted, within the rights -of -way adjacent to the Property, and any future modifications that must be made to said Improvements and Mast Arms; and WHEREAS, the portions of NE 2nd Avenue which border the District and which may be adjacent to certain portions of the Property are under the jurisdiction of Miami -Dade County (hereinafter called "County"); and WHEREAS, pursuant to §2-96.1 of the Miami -Dade County Code, all traffic control and engineering devices, including traffic signage, are under the exclusive jurisdiction of the County; and (30058718; I) WHEREAS, the City and County have entered into an Interlocal Agreement for Installation and Maintenance of Streetlights within Miami -Dade County Right -of -Way between the City of Miami and Miami -Dade County, recorded in Official Records Book , Page_, attached hereto as Exhibit "1" (the "Streetlight Interlocal"); and WHEREAS, the City and Miami -Dade County have entered into an Interlocal Agreement for Installation and Maintenance of Non -Standard Street Identification Signs and Hardware, and Non -Standard Hardware for Traffic Signs, and Non -Standard Devices for Non -Signalized Pedestrian Cross -Walks, within Miami -Dade County Right -of -Way, between the City of Miami and Miami -Dade County, recorded in Official Records Book , Page , attached hereto as Exhibit "2" (the "Sianage Interlocal"); and WHEREAS; the City and Miami -Dade County have entered into an Intergovernmental Agency Agreement for the Painting of Traffic Control Hardware and Support Systems Operated and Maintained by Miami -Dade County, recorded in Official Records Book , Page , attached hereto as Exhibit "3" (the "Mast Arm Interlocal"); and WHEREAS, the Owner and the City acknowledge that the rights and obligations set forth herein are subordinate to, and governed by the Streetlight Interlocal, Signage Interlocal, and Mast Arm Interlocal (collectively the "City/County Interlocal Agreements") which supersede and control any terms herein to the extent that they are inconsistent therewith; and WHEREAS, certain provisions are required to be included in such covenants per Chapters 54 and 55 of the City Code and other applicable laws, rules and regulations; and WHEREAS, City requires the execution of this covenant running with the land as a condition precedent to its acting as Permittee; NOW THEREFORE, in consideration for the express grant by City of the right and license to allow the construction, installation and maintenance of the Improvements, and painting of the Mast Arms, in the dedicated public rights -of -way within the District, subject to the terms and conditions set forth herein, the Covenantor does hereby covenant and agree with City as follows: 1. The foregoing recitals are true and correct and are made a part hereof. 2, Covenantor (on its own behalf or through its agents, representatives, heirs, successors, assigns, and/or designees) is hereby allowed to install, construct, improve, modify, move, maintain, repair, replace, andadd the Improvements, and paint the Mast Arms, withinthe public rights -of -way of the District in accordance with: 1) the Master Pennit(s), and 2) County and City standards and specifications not in conflict therewith, including, without limitation, the Miami -Dade County Public Works Manual, and any applicable State Statute, City or County Code. Covenantor is hereby responsible for the operation and maintenance of the Improvements, and the painting of the Mast Arm; Covenantor is required to maintain, replace, repair, and remove (subject to a suitable replacement in compliance with this Agreement and applicable laws) the Improvements within these public rights -of -way in the locations indicated on Exhibit "C". If it becomes {30058718; 1)2 necessary, as determ.i.nedin the sole discretion of the City, for the City to make repairs, maintain or replace the Improvements including restoration of street, by reason of the Covenantor's failure to do so, the City shall have the right, but not the obligation, to do so, and such expense shall be paid by the Covenantor upon written request of the City. Covenantor shall be responsible for the periodic maintenance of every Mast Arm painted pursuant to this agreement. Periodic maintenance includes but is not limited to: repair of cracks in the Mast Arms; removal and/or repair of grout pads; resetting of anchor bolts; repair or replacement of deteriorated anchor bolts and nuts; and replacement of the Mast Arms when it is determined through the inspection process that the Mast Arms have reached the end of their service life. The traffic control boxes shall not be painted black, but may be wrapped with a black removable material . which will not impede the operation and maintenance of . the box. All other Improvements. may be permanently painted black. As allowed by applicable laws, codes, rules and regulations (collectively "Regulations"), Covenantor may seek approval of an administrative modification of any Master Permit to install, construct, improve, modify, move, replace and add certain Improvements, and paint the Mast Arens, and any future modifications that may be made to said Improvements and Mast Arms, not contained within the Master Permit. Covenantors may appeal at their own cost any appealable administrative determinations necessary to implement this Covenant to the Miami -Dade County Public Works and Waste Management Director,. 3. In the event Covenantor, its agents, representatives, designees, heirs, successors, or assigns fails in the reasonable discretion of the City Director of the Department of Public Works to properly maintain the Improvements, or maintain the paint of the Mast Arms, in the locations indicated on Exhibit "C" or any part thereof, so that they become a hazard to the health, welfare, or safety of the general public, City shall give the Covenantor, with a copy of such notice to Miami -Dade County, written notice of such failure via certified mail, return receipt requested, with copies to any mortgagee who has given written notice of its mortgage lien to the City in the manner set forth in Section 10, and Covenantor shall within thirty (30) days from receipt of such notice either (i) restore such Improvements, or the paint on the Mast Arms, to a safe condition reasonably satisfactory to City or (ii) remove such Improvements, or the paint from the Mast Arius, and restore the right-of-way to current City standards at no cost or expense to City (as timely elected by Covenantor in its sole discretion). 4. In the event that, following the notice and grace period provided under paragraph 3 above, Covenantor, its heirs, successors, or assigns fails to either (i) restore such Improvements in the locations indicated on Exhibit "C", or paint the Mast Arms, to a safe condition reasonably satisfactory to City, or (ii) remove such Improvements, or remove the paint from the Mast Arms, in the locations indicated on Exhibit "C", and restore the right-of-way within the specified time as set forth in Paragraph 3, City may restore or remove the offending Improvements, or paint from the Mast Arms, in the locations indicated on Exhibit "C", and the reasonable cost of such {30053718; 1)3 restoration or removal shall be declared and established as a special assessment lien against the Property and enforced by any method for the enforcement of special assessment liens provided for under the laws of the State of Florida and/ or the Charter, Code and Ordinances of Miami- Dade County and/or the City of Miami. The Covenantor shall be liable for reasonable attorneys' fees and costs of collection incurredby the City in any action to foreclose such a lien or otherwise recover costs of restoration or removal of the offending Improvements or any part thereof, The City may, at its discretion, bring such additional civilactions and/or counts for specific performance and/or enforcement of this covenant and/or breach of this covenant as are allowed by Florida law. 5, Covenantor further covenants andagrees not to pursue any legal remedy or civil action. against City, its officials, employees, or instrumentalities or against Miami -Dade County, its officials, employees, or instrumentalities for any damage, consequential or otherwise, to non - offending Improvements or Mast Arms, or any part thereof, resulting :from the lawful removal of offending .Improvements or Mast Arms from the dedicated public right-of-way pursuant to Paragraph 4, unless the damage is the result of alleged grossly negligent or willful acts or omissions on the part of the City, its officials or employees and in such case only to the extent allowed by applicable laws. 6. Covenantor will be held liable and shall indemnify, defend (at Covenantor's own cost and expense), save and hold harmless the City and Miami -Dade County, its officials and. employees (i) from and against any claims, demands, liabilities, losses, or causes of action arising out of the use, construction, maintenance, or removal of Improvements, or painting of the Mast Arms, in the locations indicated on Exhibit "C" or any part thereof, (ii) from any and all liability for any damage, injury or claim that may arise by virtue of the installation of the Improvements or painting of Mast Arms within the public right of way, or the exercise of any rights, obligations or actions under this Agreement, including but not limited to the permission granted for the installation of the Improvements or the failure to maintain, inspect, repair, replace, or operate the Improvements, (iii) from and against any orders, judgments, or decrees which may be entered against City, or Miami -Dade County, with respect to the use, construction, maintenance, or removal of Improvements, or painting of the Mast Alms, in the locations indicated on Exhibit "C" or any part thereof, and (iv) for all reasonable costs, attorneys' fees, expenses, judgments, damages and liabilities incurred in the investigation or defense of such claim. 7. The undersigned further agrees that these conditions shall be deemed a covenant running between the City of Miami and Covenantor and shall remain in full force and effect and be binding on the Covenantor, its agents, representatives, designees, heirs, successors, vendees and assigns until such time as this obligation has been cancelled by an affidavit filed in the Public Records of Miami -Dade County, Florida by the City's Director of the Department of Public Works (or their fully authorized representative) and the Miami -Dade County Department of Public Works and Waste Management ("PWWM") (or their fully authorized representative). The Covenantor shall record this Covenant in the public records of Miami -Dade County simultaneously with the transfer of any rights, responsibilities, or obligations from the City to Covenantor, and shall provide a certified copy of the recorded Covenant to the Director of Public Works as indicated below as well as to the Director of PWWM. {30058718; 1)4 8, The Covenantor and the City of Miami acknowledge and are aware of the City/County Interlocal Agreements. • The Owner and the City of Miami acknowledge that any conditions, obligations, or agreements set forth herein are subservient to, and are governed and limited by, the conditions and restrictions set forth therein, including but not limited to the right of Miami - Dade County to cancel this Covenant. The City acknowledges that it must request, and obtain, written consent from Miami -Dade County prior to cancelling this Agreement (as set forth in paragraph 7 herein), which consent may be withheldin the sole and absolute discretion of Miami -Dade County, 9 If any provision of this Covenant or the application thereof to any person or circumstance shall, for any reason and to any extent, be held invalid or unenforceable, the remainder of this Covenant, and the application of such provisions to other persons or circumstances shall not be affected thereby but rather shallbe enforced to the greatest extent permitted by law, If for any reason, one or more of the City/County Interlocal Agreements, or any portion thereof, are revoked or found to be invalid, the remaining City/County Interlocal Agreements, or any portion thereof, shall not be affected, and the remainder of this Covenant, and the application of such provisions to other persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law. 10, Owner acknowledges that the installation, modification or removal of the Improvements, and painting of the Mast Arms, must be authorized in writing and/or issuance of a permit by the County and the City prior to construction or placement of same, In addition, those individuals working to install, maintain, replace repair or remove the Improvement must be properly qualified and licensed based on City, County and FDOT standards. 11, Any obligations hereunder for payment or indemnification of Miami -Dade County or the City that arise prior to the termination of this Agreement shall survive the telniination and expiration of this Agreement, as applicable. 12, The language agreed to herein expresses the mutual intent and agreement of the City of Miami and the Owner, and shall not, as a matter of judicial construction, be construed more severely against one of the parties from the other, 13, Covenantor shall keep in full force and effect at all times during the exercise of this Covenant, the insurance coverage as shown in Exhibit "D1" with respect to the Improvements. The insurance and any addendums, modifications, renewals, or amendments thereto shall be subject to the prior review and approval of the City Risk Manager. The policy shall be issued either by a State of Florida -licensed insurance company rated A+ or better by A.M. Bests' Key Rating Guide or by another insurance company agreed upon by Covenantor and City. The insurance carrier for the policy must be rated no less than A as to management and no less than Class V as to strength by the latest edition of Best's Insurance Guide and must be approved by the City Risk Manager, {30058718;1}5 The policy shall cover products and completed operations, contractual liability, explosion, collapse, and underground liability. The insurance policy shall be procured and premiums paid by the Covenantor, The teini and any renewals thereof shall continue uninterrupted for the term of the Covenant. City: and Miami -Dade County shall be named as Additional Insured's under each such policy. A certificate of .insurance bearing City and County as "Additional Insured's" shall in no way relieve Covenantor of the obligation to add City and County as "Additional. Insured's" to the actual insurance policy. The insurance policy shall provide that City (Attention: City of Miami Risk Manager) and: County (Attention: Director, Public Works and Waste Management Department) be given at least thirty (30) days advance written notice of any material changes to, lapse, or cancellation or non -renewal of, any policy, In the event of such material change, cancellation, or non -renewal notification, Covenantor shall immediately procure another policy subject to the requirements of this Covenant. The City Risk Manager and County Director PWWM shall receive a copy of the certificate of insurance for such replacement policy at least ten. (10) days prior to the effective date of any material change, cancellation, or non -renewal of the previous policy. If City and/or County does not timely receive such certificate, then City shall provide Covenantor with written notice thereof', and if Covenantor does not deliver such certificate within fifteen (15) days after receipt of such written notice, then City and/or County shall have the right to immediately secure a similar insurance policy in its name, and Covenantor shall be liable for any monies due under such insurance policy. If the Covenantor does not reimburse City and/or County for all such insurance costs, City and/or County shall have the right to declare and establish such costs as a lien on the Property, enforceable by any lawful means. Covenantor agrees to increase, upon written request by City and/or County, the limits of its required comprehensive liability insurance policy so long as City's or County's increase request shall be commercially reasonable and the requested increase obtainable on commercially reasonable rates and terms ° Proof of the foregoing required insurance shall be supplied to the City, or Miami -Dade County, upon request, 14, (a) It is expressly understood and agreed that this instrument shall be binding upon City and Covenantor and also upon their heirs, successors in interest, or assigns, and shall be a condition implied in any conveyance or other instrument affecting the title to the Property or any portion thereof. Upon any sale, conveyance or other transfer or disposition (a "Transfer") of any of the Property by the Owner, Owner shall automatically be released from its obligations hereunder accruing after the date of such Transfer, and the purchaser, grantee, transferee or recipient of such Property that is the subject of such Transfer (a "Transferee") shall automatically succeed to such obligations and constitute the "Owner" and "Covenantor" hereunder. Reference to Owner shall meanand refer to the then owner of the Property. Notwithstanding the foregoing, or any other provision contained in this Covenant, no transfer of this instrument, in whole or in part, shall be allowed, nor shall any assumption of any right or responsibility under this Covenant be permitted, unless the County Mayor or the County Mayor's designee is provided written notification no less than fifteen (15) days prior to such transfer, and this covenant remains in full force and effect, binding upon any subsequent Transferee. {30058718; 1)6 (b) It is also acknowledged that not all of the property adjacent to the Right of Way Area (the "Adjacent Property") is owned by Covenantor. From and after such time as any owner (an "Adjacent Owner") of any of the Adjacent Property either assumes Owner's obligations hereunder as to the Improvements in the Right of Way Area adjacent to such Adjacent Owner's Adjacent Property pursuant to a Covenant in the identical fo1.ui of this Covenan.t or a separate assumption agreement, in eachcase, approved by the City Manager and the City Attorney as to legal formand correctness (which approval shall not be unreasonably withheld) and recorded in the Public Records, then Owner shall be released from its obligations under this Covenant, only to the extent they are expressly assumed by such Adjacent Owner in such other express assumption agreement. 15, .Any notice, request, demand, approval, or consent given or required to be given under this Covenant shall be in writing and shall be deemed as having been given when mailed by United States registered or certified mail (return receipt requested), postage prepaid, to the other parties at the addresses stated below or at the last address provided by a party to the other party at which to receive notice. At the City's election, the City may direct all communications under this Covenant to Miami Design District Associates, LLC (MDDA), which will act as a "liaison" for communication purposes between the City and the Covenantor, as long as the Covenantor remains an affiliate of MDDA. Covenantor: City: MDDA: County 3 841 NE 2nd Avenue, #400 Miami, FL 33137 Attn: Steven Gretenstein City Manager City of Miami 444 S.W. 2"dAvenue, 101h Floor Miami, Florida 33130 Director of Public Works City of Miami 444 S.W. 2'd Avenue, 8th Floor Miami, Florida 33130 Miami Design District Associates, LLC 3841 NE 2nd Avenue, #400 Miami, Florida 33137 Attn: Steven Gretenstein Miami -Dade County Director of Public Works and Waste Management Dept. Stephen P. Clark Center 111 Northwest First Street 14th Floor Miami, Florida 33128 {30058718; 1}7 16. Covenantor expressly acknowledges (i) that the permission granted by the City to construct the Improvements on City owned land is solely for the limited purposes set forthherein and does not constitute a lease, (ii) the City retains possession and control of property owned by the City, (iii) if Covenantor breaches any term of this Covenant, receives written notice of such breach from City, and does not timely cure such breach, within sixty (60) days after receipt of such written notice (provided, however, that in the event that such cure cannot reasonably be completed within such sixty (60) day period, then Covenantor shall have such additional cure period as is reasonably required provided that Covenantor commences such cure within such sixty (60) day period and diligently pursues the same until completion), then City may unilaterally revoke the permission granted herein to Covenantor by written notice to Covenantor delivered prior to the date on which Covenantor cures such breach, and (iv) Covenantor does not and shall not claim at any time any interest or estate of any kind or extent in land owned by the City by virtue of its use hereunder or by virtue of any expenditures incurred in connection herewith. 17, RECORDING. Covenantor shall, at its own cost, record this Covenant in the public records of Miami -Dade County, Florida within thirty (30) days of its acceptance by the City of Miami. Covenantor shall promptly furnish a certified copy of the recorded Covenant to the City Clerk, 3500 Pan American Drive, Miami, Florida 33133 and furnish certified copies of the recorded covenant to the City Manager, City Attorney, Public Works and Risk Management Directors at the following address: Miami Riverside Center, 444 SW 2nd Avenue, Ste, 945, Miami, Florida 33130 and to Miami -Dade County as set forth in paragraph 15, above. 18, TERMINATION, This Covenant shall terminate automatically and be of no further force or effect from and after such date as the City levies a special assessment intended to cover the maintenance and repair of the Improvements, from and after the date of the levy of that special assessment. Recordation in the Public Records of a certified copy of the resolution levying such special assessment shall be conclusive evidence of termination hereof. 15. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. Covenantor shall comply with all applicable permitting requirements, governmental approvals, laws, ordinances, codes, rules and regulations ("Regulations") of federal, state and local governments, including the City and Miami -Dade County. 16, CONSTRUCTION OF COVENANT, This Covenant shall be construed and enforced according to the laws of the State of .Florida. Venue for any cause of action or proceeding between the parties arising out this Agreement shall be in Miami -Dade County, Florida. 17. SUCCESSORS AND ASSIGNS. This Covenant touches and concerns and the Property shall be binding upon the parties herein, their heirs, executors, legal representatives, successors and assigns. 18. AMENDMENT. No amendments to this Covenant shall be binding on either party unless in writing and signed by both parties and agreed to by Miami -Dade County. {30058718;1)8 19. MISCELLANEOUS. 19.1 Captions, title and paragraph headings are for convenient reference and are not a part of this Covenant, Such captions, title or paragraph headings shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions contained in this Covenant. 19.2 No waiver or breach of any provision of this Covenant shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 19,3 Should any provisions, paragraph, sentence, work or phrase contained in this Covenant be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to confo,.m with such laws, or if not modifiable to confoitn with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Covenant shall remain unmodified and in full force and effect. • 19,4 Further Assurances, All parties hereto upon the request of any other party shall execute such further instruments or documents as may be reasonably required by the requesting party to implement the terms, conditions and provisions of this Agreement, 19.5 Third Party Beneficiary, Covenantor and the City agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Covenant, save and except for Miami -Dade County, 1.9,6 Discretion of the Public Works Director ("Director"), Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee, [Signature Page Follows] (30058718; 1)9 WITNESSESS COVENANTOR: By: Print Name: Authorized Managing Member/Company Officer Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 20 , by . , a Delaware limited liability company, on behalf of the company. He is personally known to me. Notary Public, State of Florida [Signature Page Follows] {30058718;1)10 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Todd Hannon, City Clerk Daniel J. Alfonso, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney APPROVED AS TO CONTENT: Eduardo Santamaria, P.E., CGC Director, Department of Public Works APPROVED AS TO INSURANCE REQUIREMENTS: Ann Marie -Sharpe, Director Risk Management Department Exhibit A (Oak Plaza 1) Lot 1,. less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded. in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. {34942435;1} Exhibit A (Oak Plaza 2) The East 107 feet of that certain tract of land 432 feet East and West by 204.6 feet North and South; lying directly East of and adjoining Lots 5 and 6, in Block 7, of Bif :TMORE, according to the Platthereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. {32498376;1} Exhibit A (Oak Plaza 3) Parcel 1:. Lots 3, 5, 6 and 7, of AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMOIZE • SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMENDED:PLAT OF COMMERCIAL BTT,TMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 45, at Page 55, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lots 1 and 2, in Block 10, of BIT,TMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County; Florida. Parcel 3: Lots 2, 3 and 4, in Block 1, of AMENDED PLAT OF COMMERCIAL BTT TMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. {32498685;1) Exhibit A (Oak Plaza 41 Lots 1 and 2 and the 10.00 foot Easterly adjacent alley, PLAT SHOVING RES.UBDIVISION OF LOTS 4-5-6 & 7 OF SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 4, at Page 150, ofthe,Public Records of Miami: -Dade County, Florida. {32498579;1} Exhibit A (Oak Plaza 5) Lots 1 through 6 inclusive, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44 of the Public Records of Miami -Dade County, Florida, and Lots 1 through 4, inclusive, Block 1, and unnumbered Lot East of Lot 4, Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida.. LESS Those portions of Lots 1, 2 and 3, Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 10 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Northwest having a radius of 25 feet and tangents which are 25 feet North of and parallel with the centerline of N.E. 39th Street and 35 feet West of and parallel with the centerline of N.E. 2nd Avenue; AND LESS Those portions of Lots 1, 2 and 3, SECOND SECTION, COMMERCIAL BIT TMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 2 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Southwest having a radius of 25 feet and tangents which are 33 feet South of and parallel with the centerline of N.E. 40th Street and 35 feet West of and parallel with the centerline of N.E. 2nd Avenue. {32498514;1) Exhibit A (Oak Plaza 6) Tracts A, B, C, D, F, F & G of PALM WAY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 170, at Page 32, of the Public records of Miami -Dade, County, Florida. {32498 83;1 } Exhibit A (Oak Plaza 7) The North 68.32 feet of Lot 2, and all of Lot 3, of SECOND AMENDED PLAT` OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book- 5, at. Page 25, of the Public Records of Miami -Dade County, Florida, together with that certain twelve -foot strip of land lying adjacent to and immediately East of the above -described property, said twelve -foot strip having for its Easterly boundary the Florida East Coast Railroad right-of-way. {32498424;1} NE. 42ND STREET N.E. 41ST STREET • ,. • . L N.E. 40TH STREET N.E.39TH STREET g T.•.! NX.38TWTREEY H.E.1ST COURT Exhibit it B11 0 ,;;4-.1--Jekozzvif vg.,• -r; MG.\ DESIGN DISTRICT Future Development ist Floor PROPERTY <>, OAK PL.L.Z),SSOCIA17.3 (DELL LLC 1 °I,ep not4raven 1...10 .G.db.15 • / • s 0 0 MIAMI BEACH talf.V.`MWS 0 • i• • N.E. 42ND STREET N.E- 4 ST STREET 41! •k:c 11.E. 40TH STREET N.E.• 39TH STREET C't 0 Exhibit "B" N.E. SETH STREET -C-ntaaa, MLMl DESIGN DISTRICT Future Development ist Floor PROPERTY 8 OAK PLAZA ASSOCIATES 0EL), LLC 2 'Flap nest erawn. IAMI BEACH 0 0 0 0 0 0 z N.E. 42ND STREET N.E. 41ST STREET Na. AOTH STREET 0 U Exhibit aBn DESIGN DISTRICT Future Development 1st Floor PROPERTY 0 A O(o_W, LC AKPL cAAS5OCVT5 EES 'Map net drawn to s.=lo 0 0 0y u 0 0 z pd N.E. 40TH STREET N.E. 39TH STREET Exhibit "B" ..__... M I DESIGN DISTRICT Future Development f` 1st Floor PROPERTY OAK PLAZA R:SOCIATS (DEL) LLC 'Map not drawn to s_ak 0 O 0 N E:42ND STREET N.E. 4 S T STREET 0 DESIGN DISTRICT •r•OAK PLALSASOCIATE5 WE A1105 •Map not dra-wnmsole wnsc�ntw�,.�u:�. c�a_wwrrawsn N.E. AOTH STREET KE. SETS STREET N.E. 42ND STREET I.I N.E. 41$ i STREET N.E. 40TH STREET N_.E.39TH STREET Exhibit DESIGN DISTRICT Future Development ist Floor PROPERTY •OAK PLAZA ASSOCIATES (DEL), LLC 'Map mat drawn So scale 1.100,2.2.00+4,57w ot^wurt m w mrts a� �.<.c s z 0 0 0 0 lL } U 0 O 5 z 2 } 0 U O U z s 9• N.E. 42ND STREET N.E. 41ST STREET N.E. 40TH STREET N.E 39TH STREET N.E. 38TH STREET Exhibit "B" - - DESIGN l [STddCT Future Development 1st Floor PROPERTY ^',,, OAK PLAZA ASSOCL,XS O°! LLCi .eon drawn m some 14=-1.3.500.40. rwurrwaxns ,ay.o Exhibit "C" N.E.42ND STREET hL=_.'SIST STREET N.E. BOTH STREET N.E. 39TH STREET �V DESIGN ISIrxdCT Future Development 1st Floor RIGHT OF WAY •OAK PLAZAACSOCIATS$ (DEL), LLC 'Map no: dawn Wsuae ypo ....ST. ,.RANT Pita asT:s ruP,a, is 0 0 L•J 0 0 2 N.E.42N13 STREET N.E:21ST STREET . . N E. BOTH STREET N.E. 39TH STREET N.E. 3E T H .TREE 3 VIM Exhibit "C" .. - 1 , • • DESIGN DISTRICT Future Development lst Floor RIGHT OF WAY OAK PL/.i.AASSOOV.TEES DEL), LLC •F�w uw>�w.sr-.� ca�ew�,�v.•-mac • N.E <2ND STREET N E41ST STREET N:E 4OTH STREET N.E.59TH STREET N.E. SSTH STREET O 0 z -- Exhibit "C" I�� I DESIGN DISTRICT Future Development ist Floor • RIGHT OF WAY •OAK PUII. ASSOCIATE'S (CELL LLC •htap no: drawn m sae vLecen2 no+�ura CO,..0rea.cmr13 0 O } Exhibit' C►r N.E.42ND STREET N:E. 41ST STREET DESIGN DISTRICT Future Development 1st Floor RIGHT OF WAY OAK PLAZA A3OCU.TES co=__z LLC •Mao net drawn to scale kro—nom :-... rre!uMWwm-rtes Ko,a...ls 0 0 0 Q • • 4N5 STREET • N.E. 41ST STREET • • • N.E 39TH STREET 3ETH STREET 'frOSSSW..-4..( Exhibit «C" - - • .&• • t" MIMI DESICzN DISTRICT Future Development ist Floor RIGHT OF WAY OAK PLAZA ASSOCIATES LLC S 'Map drawn to szala MIAMI BEACH 0 0 0 5 DESIGN NS i [CT Future Development 1st Floor RIGHT OF WAY OAK P W,ZAASSOCIATE3 CEL), LLC 6 •w/.-Pb¢ drown COr..uax,PRwWm3wv.6..G • N.S. BOTH STREET N.E'42ND STREET N.E. S9TH STREET~ CI N Exhibit "C" • • MIi-\MI DESIGN ISM ddCT Future Development ist Floor RIGHT OF WAY 4 OAI: PLAZAASSCCIATES (DELI LLC 7 . `Map not Arawnm sale .nnamnrn-wsravuu.PRCP au.u.a,. 0 O z 0 O 0 0 Z } EXHIBIT "D" Insurance Requirements Covenant to Run with the Land Commercial General Liability A. •... Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami and Miami -Dade County Listed as an additional insured Contingent Liability & Contractual Liability Premises & Operations Liability Primary Insurance Clause Endorsement "XCU" hazards, if applicable II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami and Miami -Dade County listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A, Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit TV. Umbrella Liability (Excess Follow Form) A, Limits of Liability Each Occurrence $2,000,000 Policy Aggregate $2,000,000 The City of Miami and Miami -Dade County listed as an additional insured The insurance is excess over all applicable liability policies contained herein V. Installation/Property Floater Causes of Loss Special Form including W&H Valuation: Replacement Cost City listed as loss payee VI. Payment and Performance Bond $TBD The above policies shall provide the City of Miami and Miami -Dade County with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no Less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, OIdwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. ATTACHMENT " „ (,,of 3) INTERLOCAL AGREEMENT FOR INSTALLATION AND MAINTENANCE OF NON- STANDARD STREET IDENTIFICATION SIGNS AND HARDWARE, AND NON- STANDARD HARDWARE FOR TRAFFIC SIGNS, AND NON-STANDARD DEVICES FOR NON -SIGNALIZED PEDESTRIAN CROSS -WALKS, WITHIN THE MIAMI- DADE COUNTY RIGHT OF WAY, BETWEEN THE CITY OF MIAMI AND MIAMI- DADE COUNTY THIS INTERLOCAL AGREEMENT FOR INSTALLATION AND MAINTENANCE OF NON-STANDARD STREET IDENTIFICATION SIGNS AND HARDWARE, AND NON- STANDARD HARDWARE FOR TRAFFIC SIGNS, AND NON-STANDARD DEVICES FOR NON -SIGNALIZED PEDESTRIAN CROSS -WALKS, WITHIN THE MIAMI-DADE COUNTY RIGHT OF WAY ("Agreement"), made and entered into this day of 2015, by and ,between the CITY OF MIAMI, FLORIDA, a municipal corporation of the STATE OF FLORIDA (hereinafter referred to as the "City") and MIAMI-DADE COUNTY, a political subdivision of the STATE OF FLORIDA (hereinafter referred as the "County"), WITNESSETH 'WHEREAS, the City of Miami (the "City") has requested permission to install non- standard street identification signs and hardware; non-standard hardware for traffic signs, including but not limited to stop sings, yield signs, speed signs, turning signs, parking signs; and non-standard devices for non -signalized pedestrian cross -walks within the Miami -Dade County public rights -of -way, and associated in road lighting (the "Improvements"), along Miami -Dade County public rights -of -way, within the area of the Miami Design District Retail Special Area Plan ("SAP"), to match the installation of other non-standard improvements to complement the high quality streetscape design within the SAP; and WHEREAS, the City of Miami Commission approved Resolution No, R-15-0291, on July 9, 2015, recognizing the Design District as a distinct City of Miami neighborhood, and approving the installation of alternate street identification signs employing black letters on a white background scheme within the "Miami Design District Retail Street Special Area Plan" development area, subject to the approval of the Miami -Dade County Director of Public Works and Waste Management Department; and WHEREAS, the City of Miami and Miami -Dade County (the "County") are mutually desirous of providing assurances for the future continued maintenance, repair and replacement of the Improvements; and WHEREAS, the City of Miami shall be responsible for the operation and maintenance of the Improvements. NOW, THEREFORE, in consideration of the covenants herein provided, the City of Miami and the County agree as follows: 1. The foregoing recitals are incorporated herein. (35090519;1} AWN 2. The City of Miami shall be responsible for the installation and continuous operation, maintenance, repair, and replacement, when necessary, of the Improvements, Operation and maintenance of such Improvements shall include, but not be limited to, spot painting, graffiti abatement, periodic inspection, and emergency/storm event response. If it becomes necessary, as determined in the sole discretion of Miami -Dade County, for Miami -Dade County to make repairs, maintain, remove or replace the Improvements including but not limited to restoration of the street, by reason of the City of Miami's failure to do so, Miami -Dade County has the right, but not the obligation, to repair, maintain, or replace same, and suchexpense shall be paid by the City of Miami upon written request of Miami -Dade County. However, nothing contained herein shall be construed as creating an obligation or responsibility for Miami -Dade County to inspect, repair, replace, or maintain such. Improvements. 3. Signage on traffic signals shall remain under the County's sole purview and responsibility. Any non-standard signage shall be procured and provided by the City, for installation by the County, or any contractor authorized by the County. 4. Non-standard devices include traffic devices approved by the Florida Department of Transportation (FDOT) but not accepted for use by the County. The installation of the non-standard enhancement devices for non -signalized pedestrian cross -walks, including any in roadway lighting, requires a permit from the County. This agreement does not obligate the County to approve or issue any such penult, nor preclude the County from revoking said peiniit if issued. 5. To the extent allowed by and subject to the limitations of Florida Statute Section 768.28, the City of Miami does hereby agree to indemnify and hold Miami -Dade County, its officials, employees and instrumentalities, harmless from any and all liability for any damage, injury, or claim that may arise by virtue of the installation of the Improvements, or the exercise of any rights, obligations or actions under this Agreement, including but not limited to Miami -Dade County's peiniission for the installation of same, or from the City of Miami's failure to maintain, repair, or replace the Improvements. 6. The undersigned further agrees that these conditions shall be deemed a continuing obligation between the City of Miami and Miami -Dade County and shall remain in full. force and effect and be binding on the City of Miami, and any permitted successors or assigns, until such time as this obligation has been cancelled, in the sole and absolute discretion of Miami -Dade County, by an affidavit filed in the Public Records of Miami - Dade County, Florida by the Director of the Miami -Dade County Public Works and Waste Management Department (or their fully authorized representative), Prior to executing said affidavit, the Improvements shall be subject to inspection by Miami -Dade County, and the Improvements shall have been replaced with standard Improvements, and in good working order. Any expenses for repairs, replacements, or corrections shall be paid by the City of Miami. 7. All traffic control signs installed by the City in accordance with this Agreement shall conform to the applicable requirements established by the Manual on Uniform Traffic Control Devices for Streets and Highways, U,S, Department of Transportation Federal Highway Administration (ANSI D6,Ie-1989), including latest revisions. 8, In the event that the City of Miami requests any third party to assume any of the responsibilities hereunder, the City of Miami acknowledges that such assumption shall not relieve the City of Miami from any obligations or responsibilities hereunder, Prior to allowing such assumption, the City of Miami shall require such third party to additionally indemnify Miami -Dade County from any and all liability for any damage, injury, or claim that may arise by virtue of the installation of the Improvements, or for the failure to maintain the Improvements, and additionally, Miami -Dade County shall be named as an additional insured on any insurance provided by such third party to the City of Miami. No transfer, conveyance, or assumption, in whole or in part, of any right, obligation, or responsibility hereunder shall be allowed absent prior written notification to Miami -Dade County no less than fifteen days prior to such transfer, Additionally, such transfer must include the recordation of the Covenant attached as Exhibit "A," which shall not be amended, modified, or released without written approval by the County Mayor or Mayor's designee. 9, Nothing in this Agreement, expressed or implied, is intended to: (a) confer upon any entity or person other than the parties and any permitted successors or assigns, any rights or remedies under or by reason of the Agreement as a third party beneficiary or otherwise except as specifically provided in this Agreement; or (b) authorize anyone not a party to this Agreement to maintain an action pursuant to or based upon this Agreement,. Additionally, nothing herein shall be deemed to constitute a waiver of any rights under Florida Statute Section 768,28, or as a waiver of Miami -Dade County's sovereign rights, including but not limited to the issuance of permits, 10, The language agreed to herein expresses the mutual intent and agreement of Miami -Dade County and the City of Miami, and shall not, as a matter of judicial construction, be construed more severely against one of the parties from the other, 11, Miami -Dade County retains all of its sovereign prerogatives and rights as a county under Florida laws and shall in no way be estopped from withholding or refusing to issue any approval or permit as provided for under Florida law, including but not limited to the Miami -Dade County Code and Public Works Manual. 12. Any obligations hereunder for payment or indemnification of Miami -Dade County that arise prior to the termination of this Agreement shall survive the termination of this Agreement. 13. Any notice, request, demand, approval, or consent given or required to be given under this Agreement shall be in writing and shall be deemed as having been given when mailed by United States registered or certified mail (return receipt requested), postage prepaid, to the other parties at the addresses stated below or at the last address provided by a party to the other party at which to receive notice. 3 County: City Manager City ofMiami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Director ofPublic Works City of Miami 444 S.W. 2'd Avenue, 8th Floor Miami, Florida 33130 Miami -Dade County Director of Public Works and Waste Management Dept, Stephen P. Clark Center 111 Northwest First Street 14th Floor Miami, Florida 33128 4 IN WITNESS WHEREOF, the City of Miami has caused this instrument to be executed by its respective officials thereunto duly authorized, this the day and year above written, "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Todd Hannon, City Clerk Daniel J. Alfonso, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney APPROVED AS TO CONTENT: Eduardo (Ed) Santamaria, P.E., CGC Director, Department of Public Works 5 (ACKNOWLEDGMENT - CORPORATION) STATE OF FLORIDA } } SS, MIAMI DADE COUNTY } BEFORE ME, the undersigned authority, this day personally appeared and. both being to me well known and known by me to be the of the City of Miami, a corporation under the laws of the State of Florida, and which said Corporation is known by me to be the person described in and which executed the foregoing Covenant, the said officers of the said Corporation being likewise known by me to be the officers thereof who, in their official capacities as such officers of said Corporation executed, signed and delivered the said Covenant as the act and deed of said Corporation, and the said officers of said Corporation then and there severally acknowledged to and before me that they executed the said. Covenant, acting in their said official capacities, for and as the act and deed of the said Corporation and inits name, and impressed thereon its Corporate Seal, for the uses and purposes therein mentioned, and after being thereunto by the said Corporation duly authorized and dire°cted, WITNESS my hand and official Seal at , in the County and State aforesaid, on this, the day of , A.D. 20 Notary Public, State of My Commission Expires: MIAMI-DADE COUNTY BOARD OF COUNTY COMMISSIONERS, FLORIDA By: Mayor or Mayor's Date Designee Stephen P. Clark Center 111 N.W. 1 Street Miami, Florida 33128 HARVEY RUVIN, CLERK Attest: By: Deputy Clerk Date 6 Exhibit "A" COVENANT TO RUN WITH THE LAND THIS COVENANT (hereinafter the "Covenant"), made and entered into this day of , 20_ by and between: with offices at ("Owner" or "Covenantor"), and the City of Miami, Florida, a municipal corporation of the State of Florida, with offices at 444 SW 2nd Avenue, Miami, FL 33130 in the County of Miami -Dade County, party of the second part (hereinafter called "City"); WHEREAS, the Owner owns the parcel of land located. in Miami, Florida, described on Exhibit "A" hereto (the "Property") andas shown in Exhibits "A" and "13 and WHEREAS, Covenantor has requested permission from City to construct and install nonstandard improvements which may include, but are not limited to the following: non-standard streetlights; non- standard street identification signs and hardware; non-standard hardware for traffic signs, including but not limited to stop signs, yield signs, speed signs, turning signs, parking signs; and non-standard devices for non -signalized pedestrian cross -walks within the Miami -Dade County public rights -of -way, and associated in road lighting; and related structures, fixtures and improvements within the dedicated public rights -of -way that abut the Property (the "Improvements"), which may include portions of NE 2nd Avenue, depicted in the attached Exhibit "C" (hereinafter called the "Right of Way"); and WHEREAS, Covenantor has requested permission from City to paint the following improvements black: all the traffic signal mast aims, and all associated attachment hardware and support systems, including but not limited to the pedestals for the pedestrian signals, brackets attached to certain poles and pedestals, pedestrian cross walk devices, and control boxes (collectively called the "Mast Arms"), within the Right of Way as depicted in the attached Exhibit "C and WHEREAS, the City of Miami Commission approved No. R-15-0291, on July 9, 2015, recognizing the Design District as a distinct City of Miami neighborhood, and approving the installation of alternate street identification signs employing black letters on a white background scheme within the "Miami Design District Retail Street Special Area Plan" development area, subject to the approval of the Miami -Dade County Director of Public Works and Waste Management; and WHEREAS, the Covenantor may prepare and submit to the City from time to time applications for master permits (each called a "Master Permit"), for consideration and approval in accordance with applicable laws, codes, rules and regulations which will contain the proposed location and design of the Improvements to be constructed, and Mast Arms to be painted, within the rights -of -way adjacent to the Property, and any future modifications that must be made to said Improvements and Mast Arms; and WHEREAS, the portions of NE 2nd Avenue which border the District and which may be adjacent to certain portions of the Property are under the jurisdiction of Miami -Dade County (hereinafter called "County"); and WHEREAS, pursuant to §2-96.1 of the Miami -Dade County Code, all traffic control and engineering devices, including traffic signage, are under the exclusive jurisdiction of the County; and (30058718; 1) WHEREAS, the City and County have entered into an Interlocal Agreement for Installation and Maintenance of Streetlights within Miami -Dade County Right -of -Way between the Ci.ty of Miami and Miami -Dade County, recorded in Official Records Book Page , attached hereto as Exhibit "1" (the "Streetlight Interlocal"); and WN I REAS, the City and Miami -Dade County have entered into an Interlocal Agreement for Installation and Maintenance of Non -Standard Street Identification Signs and Hardware, and Non -Standard Hardware for Traffic Signs, and Non -Standard Devices for Non -Signalized Pedestrian Cross -Walks, within Miami -Dade County Right -of -Way, between the City of Miami and Miami -Dade County, recorded in Official Records Book _, Page , attached hereto as Exhibit "2" (the "Si nacre Interlocal"); and WHEREAS, the City and Miami -Dade County have entered into an Intergovernmental Agency Agreement for the Painting of Traffic Control Hardware and Support Systems Operated and Maintained by Miami. -Dade County, recorded in Official Records Book Page_, attached hereto as Exhibit "3" (the "Mast Arm Interlocal"); and WHEREAS, the Owner and the City acknowledge that the rights and obligations set forth herein are subordinate to, and governed by the Streetlight Interlocal, Signage Interlocal, and Mast Arm Interlocal (collectively the "City/County Interlocal Agreements") which supersede and control any terms herein to the extent that they are inconsistent therewith; and WHEREAS, certain provisions are required to be included in such covenants per Chapters 54 and 55 of the City Code and other applicable laws, rules and regulations; and WHEREAS, City requires the execution of this covenant running with the land as a condition precedent to its acting as Peitnittee; NOW THEREFORE, in consideration for the express grant by City of the right and license to allow the construction., installation and maintenance of the Improvements, and painting of the Mast Arms, in the dedicated public rights -of -way within the District, subject to the terms and conditions set forth herein, the Covenantor does hereby covenant and agree with City as follows: 1. The foregoing recitals are true and correct and are made a part hereof,. 2. Covenantor (on its own behalf or through its agents, representatives, heirs, successors, assigns, and/or designees) is hereby allowed to install, construct, improve, modify, move, maintain, repair, replace, and add the Improvements, and paint the Mast Arms, within the public rights -of -way of the District in accordance with: 1) the Master Permit(s), and 2) County and City standards and specifications not in conflict therewith, including, without limitation, the Miami -Dade County Public Works Manual, and any applicable State Statute, City or County Code, Covenantor is hereby responsible for the operation and maintenance of the Improvements, and the painting of the Mast Arm; Covenantor is required to maintain, replace, repair, and remove (subject to a suitable replacement in compliance with this Agreement and applicable laws) the Improvements within these public rights -of -way in the locations indicated on Exhibit "C", If it becomes {30058718)1)2 necessary, as determined in the sole discretion of the City, for the City to make repairs, maintain or replace the Improvements including restoration of street, by reason of the Covenantor's failure to do so, the City shall have the right, but not the obligation, to do so, and such expense shall be paid by the Covenantor upon written request of the City, Covenantor shall be responsible for the periodic maintenance of every Mast Aiui painted pursuant to this agreement, Periodic maintenance includes but is not limited to: repair of cracks in the Mast Arms; removal and/or repair of grout pads; resetting of anchor bolts; repair or replacement of deteriorated anchor bolts and nuts; and replacement of the Mast Aims when it is determined through the inspection process that the Mast Arms have reached the end of their service life. The traffic control boxes shall not be painted black, but may be wrapped with a black removable material which will not impede the operation and maintenance of the box. All other Improvements may be permanently painted black. As allowed by applicable laws, codes, rules and regulations (collectively "Regulations"), Covenantor may seek approval of an administrative modification of any Master Permit to install, construct, improve, modify, move, replace and add certain Improvements, andpaint the Mast Arms, and any future modifications that may be made to said Improvements and Mast Arms, not contained within the Master Permit. Covenantors may appeal at their own cost any appealable administrative deteu iiinations necessary to implement this Covenant to the Miami -Dade County Public Works and Waste Management Director, 3. In the event Covenantor, its agents, representatives, designees, heirs, successors, or assigns fails in the reasonable discretion of the City Director of the Department of Public Works to properly maintain the Improvements, or maintain the paint of the Mast Arms, in the locations indicated on Exhibit "C" or any part thereof, so that they become a hazard to the health, welfare, or safety of the general public, City shall give the Covenantor, with a copy of such notice to Miami -Dade County, written notice of such failure via certified mail, return receipt requested, with copies to any mortgagee who has given written notice of its mortgage lien to the City in the manner set forth in Section 10, and Covenantor shall within thirty (30) days from receipt of such notice either (i) restore such Improvements, or the paint on the Mast Arms, to a safe conditionreasonably satisfactory to City or (ii) remove such Improvements, or the paint from the Mast Arms, and restore the right-of-way to current City standards at no cost or expense to City (as timely elected by Covenantor in its sole discretion). 4, In the event that, following the notice and grace period provided under paragraph 3 above, Covenantor, its heirs, successors, or assigns fails to either (i) restore such Improvements in the locations indicated on Exhibit "C", or paint the Mast Arms, to a safe condition reasonably satisfactory to City, or (ii) remove such Improvements, or remove the paint from the Mast Arms, in the locations indicated on Exhibit "C", and restore the right-of-way within the specified time as set forth in Paragraph 3, City may restore or remove the offending Improvements, or paint from the Mast Arms, in the locations indicated on Exhibit "C", and the reasonable cost of such (30058718;1)3 restoration or removal shall be declared and established as a special assessment lien against the Property and enforced by any method for the enforcement of special assessment liens provided for under the laws of the State of Florida. and/ or the Charter, Code and Ordinances of Miami- Dade County and/or the City of Miami, The Covenantor shall be liable for reasonable attorneys' fees and costs of collection incurred by the City in any action to foreclose such a lien or otherwise recover costs of restoration or removal of the offending Improvements or any part thereof. The City may, at its discretion, bring such additional civil actions and/or counts for specific performance and/or enforcement of this covenant and/or breach of this covenant as are allowed by Florida law. 5. Covenantor further covenants and agrees not to pursue any legal remedy or civil action against City, its officials, employees, or instrumentalities or against Miami -Dade County, its officials, employees, or instrumentalities for any damage, consequential or otherwise, to non - offending Improvements or Mast Arms, or any part thereof, resulting from the lawful removal of offending Improvements or Mast Aims from the dedicated public right-of-way pursuant to Paragraph 4, unless the damage is the result of alleged grossly negligent or willful acts or omiSsions.on the part of the City, its officials or employees and in such case only to the extent allowed by applicable laws, 6. Covenantor will be held liable and shall indemnify, defend (at Covenantor's own cost and expense), save and: hold harinless the City and Miami -Dade County, its officials and employees (i) from and against any claims, demands, liabilities, losses, or causes of action arising out of the use, construction, maintenance, or removal of Improvements, or painting of the Mast Arms, in the locations indicated on Exhibit "C" or any part thereof, (ii) from any and all liability for any damage, injury or claim that may arise by virtue of the installation of the Irnprovements or painting of Mast Arms within the public right of way, or the exercise of any rights, obligations or actions under this Agreement, including but not limited to the permission granted for the installation of the Improvements or the failure to maintain, inspect, repair, replace, or operate the Improvements, (iii) from and against any orders, judgments, or decrees which may be entered against City, or Miami. -Dade County, with respect to the use, construction, maintenance, or removal of Improvements, or painting of the Mast Arms, in the locations indicated on Exhibit "C" or any part thereof, and (iv) for all reasonable costs, attorneys' fees, expenses, judgments, damages and liabilities incurred in the investigation or defense of such claim. 7, The undersigned further agrees that these conditions shall be deemed a covenant running between the City of Miami and Covenantor and shall remain in full force and effect and be binding on the Covenantor, its agents, representatives, designees, heirs, successors, vendees and assigns until such time as this obligation has been cancelled by an affidavit filed in the Public Records of Miami -Dade County, Florida by the City's Director of the Department of Public Works (or their fully authorized representative) and the Miami -Dade County Department of Public Works and Waste Management ("PWWM") (or their fully authorized representative). The Covenantor shall record this Covenant in the public records of Miami -Dade County simultaneously with the transfer of any rights, responsibilities, or obligations from the City to Covenantor, and shall provide a certified copy of the recorded Covenant to the Director of Public Works as indicated below as well as to the Director of PWWM. (30058718; 1)4 8. The Covenantor and the City of Miami acknowledge and are aware of the City/County Interlocal Agreements. The Owner and the City of Miami acknowledge that any conditions, obligations, or agreements set forth herein are subservient to, andare governed and limitedby, the conditions and restrictions set forth therein, including but not limited to the right of Miami - Dade County to cancel this Covenant. The City acknowledges that it must request, and obtain, written consent from Miami -Dade County prior to cancelling this Agreement (as set forth in paragraph 7 herein), which consent may be withheld in the sole and absolute discretion of Miami -Dade .County. 9. If ariy provision of this Covenant or the application thereof to any person or circumstance shall, for any reason and to any extent, be held invalid or unenforceable, the remainder of this Covenant, andthe application of such provisions to other persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law. If for any reason, one or more of the City/County Interlocal Agreements, or any portion thereof, are revoked or found to be invalid, the remaining City/County Interlocal Agreements, or any portion thereof, shall not be affected, and the remainder of this Covenant, and the application of such provisions to other persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law. 10. Owner acknowledges that the installation, modification or removal of the Improvements, and painting of. the Mast Arms, must be authorized in writing and/or issuance of a permit by the County and the City prior to construction or placement of same. In addition, those individuals working to install, maintain, replace repair or remove the Improvement must be properly qualified and licensed based on City, County and FDOT standards. 11. Any obligations hereunder for payment or indemnification of Miami -Dade County or the City that arise prior to the termination of this Agreement shall survive the termination and expiration of this Agreement, as applicable. 12. The language agreed to herein expresses the mutual intent and agreement of the City of Miami and the Owner, and shall not, as a matter of judicial construction, be construed more severely against one of the parties from the other. 13. Covenantor shall keep in full force and effect at all times during the exercise of this Covenant, the insurance coverage as shown in Exhibit "D," with respect to the Improvements. The insurance and any addendums, modifications, renewals, or amendments thereto shall be subject to the prior review and approval of the City Risk Manager. The policy shall be issued either by a State of Florida -licensed insurance company rated A+ or better by A.M. Bests' Key Rating Guide or by another insurance company agreed upon by Covenantor and City, The insurance carrier for the policy must be rated no less than A as to management and no less than Class V as to strength by the latest edition of Best's Insurance Guide and must be approved by the City Risk Manager. {30058718;115 The policy shall cover products and completed operations, contractual liability, explosion, collapse, and underground liability, The insurance policy shall be procured and premiums paid by the Covenantor. The teihi andany renewals thereof shall continue uninterrupted for the teen of the Covenant. City and Miami -Dade County shall be named as Additional Insured's under each such policy. A certificate of insurance bearing City and County as "Additional Insured's" shall in no way relieve Covenantor of the obligation to add City and County as "Additional Insured's" to the actual insurance policy. The insurance policy shall provide that City (Attention: City of Miami Risk Manager) and County (Attention: Director, Public Works and Waste Management Department) be given at least thirty (30) days advance written notice of any material changes to, lapse, or cancellation or non -renewal of, any policy. In the event of such material change, cancellation, or non -renewal notification, Covenantor shall immediately procure another policy subject to the requirements of this Covenant. The City Risk Manager and County Director PWWM shall receive a copy of the certificate of insurance for such replacement policy atleast ten (10) days prior to the effective date of any material change, cancellation, or non -renewal of the previous policy, If City and/or County does not timely receive such certificate, then City shall provide Covenantor with written notice thereof, and if Covenantor does not deliver such certificate within fifteen (15) days after receipt of such written notice, then City and/or County shall have the right to immediately secure a similar insurance policy in its name, and Covenantor shall be liable for any monies due under such insurance policy. If the Covenantor does not reimburse City and/or County for all suchinsurance costs, City and/or County shall have the right to declare and establish such costs as a lien on the Property, enforceable by any lawful means. Covenantor agrees to increase, upon written request by City and/or County, the limits of its required comprehensive liability insurance policy so long as City's or County's increase request shall be commercially reasonable and the requested increase obtainable on commercially reasonable rates and termmis. Proof of the foregoing required insurance shall be supplied to the City, or Miami -Dade County, upon request, 14. (a) It is expressly understood and agreed that this instrument shall be binding upon City and Covenantor and also upon their heirs, successors in interest, or assigns, and shall be a condition implied in any conveyance or other instrument affecting the title to the Property or any portion thereof. Upon any sale, conveyance or other transfer or disposition (a "Transfer") of any of the Property by the Owner, Owner shall automatically be released from its obligations hereunder accruing after the date of such Transfer, and the purchaser, grantee, transferee or recipient of such Property that is the subject of such Transfer (a "Transferee") shall automatically succeed to such obligations and constitute the "Owner" and "Covenantor" hereunder. Reference to Owner shall mean and refer to the then owner of the Property. Notwithstanding the foregoing, or any other provision contained in this Covenant, no transfer of this instrument, in whole or in part, shall be allowed, nor shall any assumption of any right or responsibility under this Covenant be permitted, unless the County Mayor or the County Mayor's designee is provided written notification no less than fifteen (15) days prior to such transfer, and this covenant remains in full force and effect, binding upon any subsequent Transferee. {30058718;1)6 (b) It is also acknowledged that not all of the property adjacent to the Right of Way Area (the "Adjacent Property") is owned by Covenantor. From and after such time as any owner (an "Adjacent Owner") of any of the Adjacent Property either assumes Owner's obligations hereunder as to the Improvements in the Right of Way Area adjacent to such Adjacent Owner's Adjacent Property pursuant to a Covenant in the identical Egon of this Covenant or a separate assumption agreement, in each case, approved by the City Manager and the City Attorney as to legal form and correctness (which approval shall not be unreasonably withheld) and recorded in the Public Records, then Owner shall be released from its obligations under this Covenant, only to the extent they are expressly assumed by such Adjacent Owner in such other express assumption agreement. 15, Any notice, request, demand, approval, or consent given or required to be given under this Covenant shall be in writing and shall be deemed as having been given when mailed by United States registered or certified mail (return receipt requested), postage prepaid, to the other parties at the addresses stated below or at the last address provided by a party to the other party at which to receive notice. At the City's election, the City may direct all communications under this Covenant to Miami Design District Associates, LLC (MDDA), which will act as a "liaison" for communication purposes between the City and the Covenantor, as .long as the Covenantor remains an affiliate of MDDA. Covenantor City: MDDA: County 3 841 NE 2nd Avenue, #400 Miami, FL 33137 Attn: Steven Gretenstein City Manager City of Miami 444 S.W. 2°d Avenue, 10th Floor Miami, Florida 33130 Director of Public Works City of Miami 444 S.W. 2'd Avenue, 8th Floor Miami, Florida 33130 Miami Design District Associates, LLC 3841 NE 2nd Avenue, #400 Miami, Florida 33137 Attn: Steven Gretenstein Miami -Dade County Director of Public Works and Waste Management Dept, Stephen P. Clark Center 111 Northwest First Street 14th Floor Miami, Florida 33128 {30058718;1}7 16. Covenantor expressly acknowledges (i) that the perrnission granted by the City to construct the Improvements on City' Owned land is solely for the limited purposes set forth herein and does not constitute a lease, (ii) the City retains possession and control of property owned by the City, (iii) if Covenantor breaches any teiui of this Covenant, receives written notice of such breach from City, and does not timely cure such breach, within sixty (60) days after receipt of such written notice (provided, however, that in the event that such cure cannot reasonably be completed within such sixty (60) day period, then Covenantor shall have such additional cure period as is reasonably required provided that Covenantor commences such cure within such sixty (60) day period and diligently pursues the same until completion), then City may unilaterally revoke the permission granted herein to Covenantor by written notice to Covenantor delivered prior to the date on which Covenantor cures such breach, and (iv) Covenantor does not, and shall not claim at any time any interest or estate of any kind or extent in land owned by the City ;by virtue of its use hereunder or by virtue of any expenditures incurred in connection herewith. 17, RECORDING;`'. Covenantor shall, at its own cost, record this Covenant in the public records of Miami -Dade County, Florida within thirty (30) days of its acceptance by the City of Miami. Covenantor shall promptly furnish a certified copy of the recorded Covenant to the City Clerk, 3500 Pan American Drive, Miami, Florida 33133 and furnish certified copies of the recorded covenant to the City Manager, City Attorney, Public Works and Risk Management Directors at the following address: Miami Riverside Center, 444 SW 2" Avenue, Ste. 945, Miami, Florida 33130 and to Miami -Dade County as set forth in paragraph 15, above. 18, TERMINATION. This Covenant shall terminate automatically and be of no further force or effect from and after such date as the City levies a special assessment intended to cover the maintenance and repair of the Improvements, from and after the date of the levy of that special assessment. Recordation in the Public Records of a certified copy of the resolution levying such special assessment shall be conclusive evidence of termination hereof. 15. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. Covenantor shall comply with all applicable permitting requirements, governmental approvals, laws, ordinances, codes, rules and regulations ("Regulations") of federal, state and local governments, including the City and Miami -Dade County. 16. CONSTRUCTION OF COVENANT. This Covenant shall be construed and enforced according to the laws of the State of .Florida. Venue for any cause of action or proceeding between the parties arising out this Agreement shall be in Miami -Dade County, Florida. 17. SUCCESSORS AND ASSIGNS. This Covenant touches and concerns and the Property shall be binding upon the parties herein, their heirs, executors, legal representatives, successors and. assigns. 18. AMENDMENT. No amendments to this Covenant shall be binding on either party unless in writing and signed by both parties and agreed to by Miami -Dade County. (30058718; 1)8 19. ,, MISCELLANEOUS. 19.1 Captions, title and paragraphheadings are for convenient reference and are not a part of this Covenant, Such captions, title or paragraph headings shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions contained in this Covenant. 19,2 No waiver or breach of any provision of this Covenant shall constitute a waiver of any 'subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 19;3 Should any provisions, paragraph, sentence, work or phrase contained in this Covenant be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shallbe deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining tei ms andprovisions of this Covenant shall remain unmodified and in full force and. effect, • 19.4 Further Assurances. All parties hereto upon the request of any other party shall execute such further instruments or documents as may be reasonably required by the requesting party to implement the teillis, conditions and provisions of this Agreement. 19.5 Third Party Beneficiary. Covenantor and the City agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Covenant, save and except for Miami -Dade County. 19,6 Discretion of the Public Works Director ("Director"). Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. [Signature Page Follows] {30058718;1)9 WITNESSESS: COVENANTOR: By: Print Name: Authorized. Managing Member/Company Officer Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 20_ by , a Delaware limited liability company, on. behalf of the company: He is personally known to me. . . Notary Public, State of Florida [Signature Page Follows] (30058718; 1)10 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written, "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Todd Hannon, City Clerk Daniel J, Alfonso, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney APPROVED AS TO CONTENT: Eduardo Santamaria, P,E,, CGC Director, Department of Public Works APPROVED AS TO INSURANCE REQUIREMENTS: Ann Marie -Sharpe, Director Risk Management Department Exhibit A (Oak Plaza 1) Lot 1, less the East 5 feet thereof, Block 6, of BIT ,TMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. . • {34942435;1) Exhibit A (Oak Plaza 2) The East 107 feet of that certain tract of land 432 feet East and West by 204.6 feet North and South, lying directly East of and adjoining Lots 5 and 6, in Block 7, of. BILTMO.RE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public: Records of Miami -Dade County, Florida. (32498376;1) Exhibit A (Oak Plaza 3) Parcel. 1: Lots 3, 5, 6 and 7, of AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMBNDFD. PLAT OF COMMERCIAL BIT TMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 45, at Page 55, of the Public Records of Miami -Dade. County, Florida. Parcel 2: Lots 1 and 2, in Block 10, of. BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County Florida. Parcel 3: Lots 2, 3 and 4, in Block 1, of AMENDED PLAT OF COMMERCIAL BIT TMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami. -Dade County, Florida. (324986S5;1) Exhibit A (Oak Plaza 41 Lots 1 and 2 and the 10.00 foot Easterly adjacent alley, PLAT SHOVING RESUBDIVISION OF LOTS 4-5-6 & 7 OF SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in. Plat Book 4, at Page 150; of the Public Records of Miami -Dade County, Florida. {32498579;1} Exhibit A (Oak Plaza 5) Lots l through. 6 inclusive, of SECOND SECTION, COMMERCIAL BIT TMORE 1924,. according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of.Miami-Dade County, Florida, and Lots 1 through 4, inclusive, Block 1, and unnumbered. Lot East of Lot 4, Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. LESS .. Those portions of Lots 1, 2 and 3, Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 10 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Northwest having a radius of 25 feet and tangents which are 25 feet North of and parallel with the centerline of N.E. 39th Street and 35 feet West of and parallel with the centerline of N.E. 2nd Avenue; AND LESS Those portions of Lots 1, 2 and 3, SECOND SECTION, COMMERCIAL BTT.TMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows; The East 2 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Southwest having a radius of 25 feet and tangents which are 33 feet South of and parallel with the centerline of N.E. 40th Street and 35 feet West of and parallel with the centerline of N.E. 2nd Avenue. { 32498514;1 } Exhibit A (Oak Plaza 6) Tracts A, B, C, D, E, F & G of PALM WAY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 170, at Page 32, of the Public records of Miami -Dade County, Florida. {32498483;1) Exhibit A (Oak Plaza 7) The North 68.32 feet of Lot 2, and all of Lot 3, of SECOND AMENDED PLAT - OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 5,°at Page 25, of the Public Records of Miami -Dade County, Florida, together with that certain twelve -foot strip of land lying adjacent to and immediately East of the above -described property, said twelve -foot strip having for its Easterly boundary the Florida East Coast Railroad right-of-way. { _ 2498424;11 N.E. 41ND STREET • L.._ N.E.4181 STREET • N.E. 40TH STREET , — N.E.3RTNETREE1 F. .k 8 -my*, Exhibit "B" 1• IYVMI DESIGN DISTRICT Future Development lst Floor PROPERTY •OAK PLAZA ASSOCIAISS (DEL), (IC 1 'Map not drawn to s=le K.C.T.C.H.41.017-2 • MIAMI BEACH 0 0 0 N.E. 42ND STREET _ N.E 415T STREET .. N.E. BOTH STREE T N.E. 39TH STREET N E.3ETH STREET Exhibit "B" JESIGN ISTi ddC E Future Development 1st Floor PROPERTY OAK PLAZA ASSOGAiES (DELL LLC2 'Map not &awn to s.le ,101.300¢81.-.STn COVENANT C,MISS .uv.e,sts 0 0 z u O z a N L 4OTHSTR?ET :L s Z Exhibit Egg" , -\MI DESbbN DISTRICT Future Development 1st Floor PROPERTY OAK PLAZA ASOCIAT0 (DEL), LLC S 'Map not dawn to sale woo-umawoo•w.rr, nvwurtvca M. w,. s 0 0 0 z U N.E..42ND STREET N.E. BOTH STREET N.G. 39TH STREET N.E. SRTH STREET ....._ 0 Exhibit "B" C Z MIAMI DESIGN ISTRIC i Future Development 1st Floor PROPERTY • OAK PLA7_d ASSOCIATES (SRLZ LLC1 'Map not drawn to sale HcaumgHm+.as.xevrE <PERMS Hu,ees N.EYZ1ST STREET DESIGN [STRICT Future Development ist Floor PROPERTY .,, OAK PV.ZAISSOLIATES W L I1.L5 'tdup rt. drawn to axle nodamunoo-.u:r avearrzPPnes MIAMI BEACH 0 0 0 0 z 0 N.E..42ND STREET 41ST STREET N.E. GOTH STREET *4. ti N.E.39TH STREET • — ! Exhibit "6" - • • g • ;-; 55 0 T 1 1"114:\fril DESIGN DISTRICT Future Development ist Floor PROPERTY $), OAK PLAZA ASSOCIATES (DELL LLC 6 — 'Map th-avm to ,cale on.uoatz,no-ntsm‘MYRANTIVO.EARESnikl..C.G.5 idotog. MIAMI BEACH Exhibit "B" DESIGN DISTRICT Future Development 1st Floor PROPERTY 7., OAK PLSZAASSOCIA EIS LC 7 'Map not c .tale 0 0 0 z u 0 0 O 0 Z 'N.E. 42ND STREET 'NZ 41ST STREET N.E. 39TH STREET 0 o 0 Z 2 • . N.E. 42N1D STREET — hLE....41ST STREET . • ; N.E. LOTH STREET N.E. 39Tri STREET - - Exhibit "C" - - --- 0 z • MAMA! DESIG INSTRICT Future Development ist Floor RIGHT OF WAY .Map not drawn to v_.ele COV....00EATIES 0 0 0 2 0 0 0 L.1.1 DESIGN DISTRICT Future Development lst Floor RIGHT OF WAY OAK PL .21.ASSOCIATE$ (MEL), LLC 2 `Map not Craven !e sale H 0.12:0 rNCr,57.1m.111. .SRMS w0:6.e6 0 0 2 0 0 Exhibit "C" 20TH_iREET ) N.E.39TH STREET N.E 36TH STREET 0 0 0 0 U N.S... 42ND STREET •." N.E. 41ST STREET t• ... .._ % , 4,,t, :*)• i V l. . ./-4. 4.-:-. N7, AOTH STREET i,12, - N.E. 39TH STREET HE S&TH STREET • 0 • . ; . raVal-WaLit, .msixoW-44-e 1 in Exhibit "C" e; ,, g 4 , ' I g DESIGN DISTRICT Future Development ist Floor RIGHT OF WAY OAK PLC-S,' SISOCLSTES (DEL), LLC 3 'Mp n drawn ts scale YDIYUOJAROD••••••142.1-a COY.latrIPR.PS17.1.1.V.6,5,15 0 0 0 z IrrATRalarz---* MIAMI BEACH Eggre 0 0 0 0 z N.E42ND STREET NE. 41ST STREET t• ""-% • - NE_ 40TH STREET [j • . N.E. 39TH STREET •1 Exhibit "C" r N.E. 3ETR STREET IA 1 1..4\ M I DESIGN DISTRICT Future Development ist Floor RIGHT OF WAY eOAK PLAZA ASSOCIATES (OEL)I.I.CI 'Hp not nosern to stale 1.00-11(10C.1.00-1.5..5 MIAMI BEACH Meitari 0 0 0 .2" 0 N ,1:42ND STREET 55 E=t_. • A'? -3, t.7! 1 AOTH STREET • • . , N.E. 39TH STREET • • 'a- 0 V N.E.EBTH STREET • Exhibit "C" 117 frlb DESIGN DISTRICT Future Development 1st Floor RIGHT OF WAY • 01E—f...0.ASSOC/ATES 0:3 'Map nok drawn nn HAP.. 6 / • • g • MIAMI BEACH 0 55 0 0 5 N.C. 42ND STREET 71' ----- 1-111:1: .4 411 1,111 N.E.40TH STREET ,• ------,----_-•M --W--• 1 j "''' ' ;•!--',H,__._ --•----.,,',--or „_,,,_, _.-__. - , —I— th,_„,_.,...4_,_,L_ g______-----• • ---,---....:- _:•'•••4-1SW' rR .; N.E. 59T1-1 STREET Wit LIF,V - g • ..-• - • - -•.• g 8 • N.F...,8Ti-1STREt Z- I 4 1 ,-, g ,-, • gKt- ',•;,, , 4 - DESIGN DISTRICT Future Development ist Floor RIGHT OF WAY ,i0p.12,11111_11.Auc a<ZSOCRTE.S Rj 'tap not drawn to o=lo CCA.K.PAD5MW1.., Fla,ea,15.11 0 0 N.E.42ND STREET N.E,.21ST STREET N.E. 40T1-1 STREET N:E.. SBTN STREE z Exhibit "C" DESI�. I DISTRICT Future Development ist Floor RIGHT OF WAY ,;• 5,. OAK PLAZA A'_SOCIRTSS (DELI L' C 7 'Map net drawn mz le urx+unn COVE/UM, 0 0 0 } EXHIBIT "D" Insurance Requirements Covenant to Run with the Land Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required City of Miami and Miami -Dade County listed as an additional insured Contingent Liability & Contractual Liability Premises & Operations Liability Primary Insurance Clause Endorsement "XCU" hazards, if applicable II, Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami and Miami -Dade County listed as an additional insured III, Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Liability (Excess Follow Form) A, Limits of Liability Each Occurrence $2,000,000 Policy Aggregate $2,000,000 The City of Miami and Miami -Dade County listed as an additional insured The insurance is excess over all applicable liability policies contained herein V. Installation/Property Floater Causes of Loss Special Form including W&H Valuation: Replacement Cost City listed as loss payee VI.Payment and Performance Bond $TBD The above policies shall provide the City of Miami and Miami -Dade County with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. ATTACHMENT "1„ (3 of 3) INTERGOVERNMENTAL AGENCY AGREEMENT FOR THE PAINTING OF TRAFFIC CONTROL HARDWARE AND SUPPORT SYSTEMS OPERATED AND MAINTAINED BY MIAMI-DADE COUNTY THIS INTERGOVERNMENTAL AGENCY AGREEMENT FOR THE PAINTING OF TRAFFIC CONTROL HARDWARE AND SUPPORT SYSTEMS OPERATED AND MAINTAINED BY MIAMI-DADE COUNTY ("Agreement"), made and entered into this day of , 2015, by and between the CITY OF MIAMI, FLORIDA, a municipal corporation of the STATE OF FLORIDA (hereinafter referred to as the "City") and MIAMI- DADE COUNTY, a political subdivision of the STATE OF FLORIDA (hereinafter referred as the "County") WITNESSETH WHEREAS, the City has requested that the County allow the City to paint the following improvements black, along Miami -Dade County public rights -of -way, within the area of the Miami Design District Retail Special Area Plan ("SAP"): all the traffic signal mast arms, and all associated attachment hardware and support systems, including but not limited to the pedestals for the pedestriansignals, brackets attachedto certain poles and pedestals, pedestrian cross walk devices, and control boxes (the "Improvements"), to match the installation of other non-standard improvements to complement the high quality streetscape design within the SAP; WHEREAS, the County is the agency responsible for the operation and maintenance of all traffic control devices within Miarni-Dade County; and WHEREAS the County and the City agree that nothing contained in this agreement shall diminish or impact the rights of either entity with respect to jurisdiction, sovereign or peiiiiitting powers, or in any other matter related to the installation, use and maintenance of the traffic signals unless specifically set forth herein, including but not limited to any County powers under Section 2- 95.1 of the Miami -Dade County Code; and NOW THEREFORE, the City and the County agree as follows: 1. The recitals set forth above are incorporatedherein by reference. 2. The City shall be allowed to paint the Improvements that are located entirely within the boundaries of the SAP. 3. The traffic control boxes shall not be painted black, but may be wrapped with a black removable material which will not impede the operation and maintenance of the box. All other Improvements may be permanently painted black. 4. The painting of any traffic signal mast aim and support system at Florida Department of Transportation ("FDOT") intersections shall require a written agreement between the City and FDOT. 5. The painting of the Improvements shall be carried out in accordance to FDOT and Miami -Dade County Public Works and Waste Management approved standards, procedures, an.d material requirements. {34105470;3) The City shall be responsible for the aesthetics of all painted Improvements (e.g. peeling, graffiti, flyers, stickers, etc.), The City shall be responsible for the periodic maintenance of every Improvement painted pursuant to this agreement. Periodic maintenance includes but is not limited to: repair of cracks in the Improvements; removal and/or repair of grout pads; resetting of anchor bolts; repair or replacement of deteriorated anchor bolts and nuts; and replacement of the Improvements when it is detei.uiined through the inspection process that the Improvements have reached th.e end of their service life. If the City fails to maintain the paint or the structure(s), they shall be responsible for any and all costs incurred by the County to return them to their original state, The County shall be responsible for responding to traffic impacts including repair of all components damaged by the traffic impact. The City shall be responsible for repainting the Improvements. 10. The City shall be responsible for any damages to County equipment resulting from painting activities; including but not limited to site preparation, acid washing, cleaning procedures, overspray, etc. 11. The City, or their authorized contractor, shall apply for and obtain a permit from the County for all work, including but not limited to painting and/or repainting to be performed at each traffic signal intersection, and all work is to be carried out by properly licensed and certified personnel. 12, To the extent allowed by Florida Statute Section 768.28, the City of Miami does hereby agree to indemnify and hold Miami -Dade County harmless from any and all liability for any damage, injury, or claim that may arise out of the painting of the Improvements, or the exercise of any rights, obligations or actions under this Agreement, including but not limited to Miami -Dade County's permission for the installation of same, or from the City of Miami's failure to maintain, repair, replace, or operate the Improvements. 13, Notwithstanding any other provision contained herein, no third party beneficiaries are created with respect to any claims against the County by virtue of this Agreement. 14, Nothing contained herein shall be construed to discharge or diminish the responsibilities and duties, including but not limited to all permitting requirements, of any third party which the work described herein. 15. The undersigned further agrees that these conditions shall be deemed a continuing obligation between the City of Miami and Miami -Dade County and shall remain in fill force and effect and be binding on the City of Miami, and any permitted successors or assigns, until such time as this obligation has been cancelled, in the sole and absolute discretion of Miami -Dade County, by an affidavit filed in the 2 Public Records of Miami -Dade County, Florida by the Director of the Miami - Dade County Public Works and Waste Management Department (or their fully authorized representative). 16, In the event that the City of Miami requests any third party to assume any of the responsibilities hereunder, the City of Miami acknowledges that such assumption shall not relieve the City of Miami from any obligations or responsibilities hereunder. Prior to allowing such assumption, the City of Miami shallrequire such third party to additionally indemnify Miami -Dade County from any andall liability for any damage, injury, or claimthat may arise by virtue of the installation of the Improvements, or for the failure to maintain the Improvements, and additionally, Miami -Dade County shall be named as an additional insured on any insurance provided by such third party to the City of Miami, No transfer, conveyance, or assumption, in whole or in part, of any right, obligation, or responsibility hereunder shall be allowed absent prior written notification to Miami -Dade County no less than fifteen days prior to such transfer, Additionally, such transfer must include the recordation of the Covenant attached as Exhibit "A," which shall not be amended, modified, or released without written approval by the County Mayor or Mayor's designee. 17a Nothing in this Agreement, express or implied, is intended to: (a) confer upon any entity or person other than the parties and any peiuiiitted successors or assigns, any rights or remedies under or by reason of the Agreement as a third party beneficiary or otherwise except as specifically provided in this Agreement; or (b) authorize anyone not a party to this Agreement to maintain an action pursuant to or based upon this Agreement. Additionally, nothing herein shall be deemed to constitute a waiver of any rights under Florida Statute Section 768.28, or as a waiver of Miami -Dade County's sovereign rights, including but not limited to the issuance of permits. 18. The language agreed to herein expresses the mutual intent and agreement of Miami -Dade County and the City of Miami, and shall not, as a matter of judicial construction, be construed more severely against one of the parties from the other. 19. Miami -Dade County retains all of its sovereign prerogatives and rights as a county under Florida laws and shall in no way be estopped from withholding or refusing to issue any approval or permit as provided for under Florida law, including but not limited to the Miami -Dade County Code and Public Works Manual, 20, Any obligations hereunder for payment or indemnification of Miami -Dade County that arise prior to the termination of this Agreement shall survive the termination of this Agreement. 3 IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and year first above written, ATTEST: HARVEY RUVIN CLERK OF THE BOARD MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS BY: BY: County Deputy Clerk County Mayor or County Mayor's Designee Approved by as to form and legal sufficiency: Assistant County Attorney ATTEST: CITY OF MIAMI, a municipal Corporation of the State of Florida BY: BY: City Clerk City Manager Approved by as to form and legal sufficiency: City Attorney 4 Exhibit "A" COVENANT TO RIJN WITH THE LAND THIS COVENANT (hereinafter the "Covenant"), made and entered into this day of 20 by and between: with offices at ("Owner" or "Covenantor"), and the City of Miami, Florida, a municipal corporation of the State of Florida, with offices at 444 SW 2nd Avenue, Miami, FL 33130 hi the County of Miami -Dade County, party of the second part (hereinafter called "City"); WHEREAS, the Owner owns the parcel of land located in Miami, Florida, described. on Exhibit "A" hereto (the "Property") and as shown in Exhibits "A" and "B"; and WHEREAS, Covenantor has requested permission from City to construct and install nonstandard improvements which may include, but are not limited to the following: non-standard streetlights; non- standard street identification signs and hardware; non-standard hardware for traffic signs, including but not limited to stop signs, yield signs, speed signs, turning signs, parking signs; and non-standard devices for non -signalized pedestrian cross -walks within the Miami -Dade County public rights -of -way, and associated in road lighting; and related structures, fixtures and improvements within the dedicated public rights -of -way that abut the Property (the "Improvements"), which may include portions of NE 2nd Avenue, depicted in the attached Exhibit "C" (hereinafter called the "Right of Way"); and WHEREAS, Covenantor has requested permission from City to paint the following improvements black: all the traffic signal mast arms, and all associated attachment hardware and support systems, including but not limited to the pedestals for the pedestrian signals, brackets attached to certain poles and pedestals, pedestrian cross walk devices, and control boxes (collectively called the "Mast Arms"), within the Right of Way as depicted in the attached Exhibit "C". and WHEREAS, the City of Miami Commission approved. No. R-15-0291, on July 9, 2015, recognizing the Design District as a distinct City of Miami neighborhood, and approving the installation of alternate street identification signs employing black letters on a white background scheme within the "Miami Design District Retail Street Special Area Plan" development area, subject to the approval of the Miami -Dade County Director of Public Works and Waste Management; and WHEREAS, the Covenantor may prepare and submit to the City from time to time applications for master pem-its (each called a "Master Permit"), for consideration and approval in accordance with applicable laws, codes, rules and regulations which will contain the proposed location and design of the Improvements to be constructed, and Mast Arms to be painted, within the rights -of -way adjacent to the Property, and any future modifications that must be made to said Improvements and Mast Arms; and WHEREAS, the portions of NE 2nd Avenue which border the District and which may be adjacent to certain portions of the Property are under the jurisdiction of Miami -Dade County (hereinafter called "County"); and WHEREAS, pursuant to §2-96.1 of the Miami -Dade County Code, all traffic control and engineering devices, including traffic signage, are under the exclusive jurisdiction of the County; and {30058718; 1) WHEREAS, the City and County have entered into an Interlocal Agreement for Installation and Maintenance of Streetlights within Miami -Dade County Right -of -Way between the City of Miami and Miami -Dade County, recorded in Official Records Book Page , attached hereto as Exhibit "1" (the "Streetlight Interlocal"); and WHEREAS, the City and. Miami -Dade County have entered into an Interlocal Agreement for Installation and Maintenance of Non -Standard Street Identification Signs and Hardware, and Non -Standard Hardware for Traffic Signs, and Non -Standard Devices for Non -Signalized Pedestrian Cross -Walks, within Miami -Dade County Right -of -Way, between the City of Miami and Miami -Dade County, recorded in Official Records Book. Page _, attached hereto as Exhibit "2" (the "Signage Interlace); and WHEREAS; the City and Miami -Dade County have entered into an Intergovernmental Agency Agreement for the Painting of Traffic Control Hardware and Support Systems Operated and Maintained by Miami -Dade County, recorded in Official Records Book _ Page attached hereto as Exhibit "3" (the "Mast Arm Interlocal"); and WHEREAS, the Owner and the City acknowledge that the rights and obligations set forth herein are subordinate to, and governed by the Streetlight Interlocal, Signage Interlocal, and Mast Arm Interlocal (collectively the "City/County Interlocal Agreements") which supersede and control any terms herein to the extent that they are inconsistent therewith; and WHEREAS, certain provisions are required to be included in such covenants per Chapters 54 and 55 of the City Code and other applicable laws, rules and regulations; and WHEREAS, City requires the execution of this covenant running with the land as a condition precedent to its acting as Perrnittee; NOW THEREFORE, in consideration for the express grant by City of the right and license to allow the construction, installation and maintenance of the Improvements, and painting of the Mast Arms, in the dedicated public rights -of -way within the District, subject to the terms and conditions set forth herein, the Covenantor does hereby covenant and agree with City as follows: 1 The foregoing recitals are true and correct and are made a part hereof. 2. Covenantor (on its own behalf or through its agents, representatives, heirs, successors, assigns, and/or designees) is hereby allowed to install, construct, improve, modify, move, maintain, repair, replace, and add the Improvements, and paint the Mast Arms, within the public rights -of -way of the District in accordance with: 1) the Master Permit(s), and 2) County and City standards and specifications not in conflict therewith, including, without limitation, the Miami -Dade County Public Works Manual, and any applicable State Statute, City or County Code. Covenantor is hereby responsible for the operation and maintenance of the Improvements, and the painting of the Mast Ann; Covenantor is required to maintain, replace, repair, and remove (subject to a suitable replacement in compliance with this Agreement and applicable laws) the Improvements within these public rights -of -way in the locations indicated on Exhibit "C". If it becomes (30058718; 1)2 necessary, as determined in the sole discretion of the City, for the City to make repairs, maintain or replace the Improvements including restoration of street, by reason of the Covenantor's failure to do so, the City shall have the right, but not the obligation, to do so, and such expense shall be paid by the Covenantor upon written request of the City, Covenantor shall be responsible for the periodic maintenance of every Mast Aim painted pursuant to this agreement, Periodic maintenance includes but is not limited to: repair of cracks in the Mast Aims; removal and/or repair of grout pads; resetting of anchor bolts; repair or replacement of deteriorated anchor bolts and nuts; and replacement of the Mast Arms when it is determined through the inspection process that the Mast Arrrrs have reached the end of their service life. The -traffic control boxes shall not be painted black, but may be wrapped with a black removable material which will not impede the operation and maintenance of the box. All other Improvements may be permanently painted black. As allowed by applicable laws, codes, rules and regulations (collectively "Regulations"), Covenantor may seek approval of an administrative modification of any Master Permit to install, construct, improve, modify, move, replace and add certain Improvements, and paint the Mast Arms, and any future modifications that may be made to said Improvements and Mast Arms, not contained within the Master Permit. Covenantors may appeal at their own cost any appealable administrative determinations necessary to implement this Covenant to the Miami -Dade County Public Works and Waste Management Director. 3. In the event Covenantor, its agents, representatives, designees, heirs, successors, or assigns fails in the reasonable discretion of the City Director of the Department of Public Works to properly maintain the Improvements, or maintain the paint of the Mast Arms, in the locations indicated on Exhibit "C" or any part thereof, so that they become a hazard to the health, welfare, or safety of the general public, City shall give the Covenantor, with a copy of such notice to Miami -Dade County, written notice of such failure via certified mail, return receipt requested, with copies to any mortgagee who has given written notice of its mortgage lien to the City in the manner set forth in Section 10, and Covenantor shall within thirty (30) days from receipt of such notice either (i) restore such Improvements, or the paint on the Mast Arms, to a safe condition reasonably satisfactory to City or (ii) remove such Improvements, or the paint from the Mast Arms, and restore the right-of-way to current City standards at no cost or expense to City (as timely elected by Covenantor in its sole discretion). 4. In the event that, following the notice and grace period provided under paragraph 3 above, Covenantor, its heirs, successors, or assigns fails to either (i) restore such Improvements in the locations indicated on Exhibit "C", or paint the Mast Arms, to a safe condition reasonably satisfactory to City, or (ii) remove such Improvements, or remove the paint from the Mast Arms, in the locations indicated on Exhibit "C", and restore the right-of-way within the specified time as set forth in Paragraph 3, City may restore or remove the offending Improvements, or paint from the Mast Arms, in the locations indicated on Exhibit "C", and the reasonable cost of such {30058718;1}3 restoration or removal shall be declared and established as a special assessment lien against the Property and enforced by any method for the enforcement of special assessment liens provided for under the laws of the State of Florida and/ or the Charter, Code and Ordinances of Miami- Dade County and/or the City of Miami. The Covenantor shall be liable for reasonable attorneys' fees and costs of collection incurred by the City inany action to foreclose such a lien or otherwise recover costs of restoration or removal of the offending Improvements or any part thereof. The City may, at its discretion, bring such additional civil actions and/or counts for specific performance and/or enforcement of this covenant and/or breach of this covenant as are allowed by Florida law. 5. Covenantor further covenants and agrees not to pursue any legal remedy or civil action against City, its officials, employees, or instrumentalities or against Miami -Dade County, its officials, employees, or instrumentalities for any damage, consequential or otherwise, to non- offending Improvements or Mast Arms, or any part thereof, resulting from the lawful removal of offending Improvements or Mast Arms from the dedicated public right-of-way pursuant to Paragraph 4, unless the damage is the result of alleged grossly negligent or willful acts or omissions on the part of the City, its officials or employees and in such case only to the extent allowed by applicable laws, 6. Covenantor will be held liable and shall indemnify, defend (at Covenantor's own cost and expense), save and hold harmless the City and Miami -Dade County, its officials and employees (i) from and against any claims, demands, liabilities, losses, or causes of action arising out of the use, construction, maintenance, or removal of Improvements, or painting of the Mast Arms, in the locations indicated on Exhibit "C" or any part thereof, (ii) from any and all liability for any damage, injury or claim that may arise by virtue of the installation of the Improvements or painting of Mast Arms within the public right of way, or the exercise of any rights, obligations or actions under this Agreement, including but not limited to the permission granted for the installation of the Improvements or the failure to maintain, inspect, repair, replace, or operate the Improvements, (iii) from and against any orders, judgments, or decrees which may be entered against City, or Miami -Dade County, with respect to the use, construction, maintenance, or removal of Improvements, or painting of the Mast Aims, in the locations indicated on Exhibit "C" or any part thereof, and (iv) for all reasonable costs, attorneys' fees, expenses, judgments, damages and liabilities incurred in the investigation or defense of such claim, 7. The undersigned further agrees that these conditions shall be deemed a covenant running between the City of Miami and Covenantor and shall remain in full force and effect and be binding on the Covenantor, its agents, representatives, designees, heirs, successors, vendees and assigns until such time as this obligation has been cancelled by an affidavit filed in the Public Records of Miami -Dade County, Florida by the City's Director of the Department of Public Works (or their fully authorized representative) and the Miami -Dade County Department of Public Works and Waste Management ("PWWM") (or their fully authorized representative), The Covenantor shall record this Covenant in the public records of Miami -Dade County simultaneously with the transfer of any rights, responsibilities, or obligations from the City to Covenantor, and shall provide a certified copy of the recorded Covenant to the Director of Public Works as indicated below as well as to the Director of PWWM. {30058718;1)4 8. The Covenantor and the City of Miami acknowledge and are aware of the City/County Interlocal Agreements, The Owner and the City of Miami acknowledge that any conditions, obligations, or agreements set forth herein are subservient to, and are governed and limited by, the conditions and restrictions set forth therein, including but not limited to the right of Miami- Dade County to cancel this Covenant, The City acknowledges that it must request, and obtain, written consent from Miami -Dade County prior to cancelling this Agreement (as set forth in paragraph 7 herein), which consent may be withheld in the sole and absolute discretion of Miami -Dade County, 9, If any provision of this Covenant or the application thereof to any person or circumstance shall, for any reason and to any extent, be held invalid or unenforceable, the remainder of this Covenant, and the application of such provisions to other persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law. If for any reason, one or more of the City/County Interlocal Agreements, or any portion thereof, are revoked or found to be invalid, the remaining City/County Interlocal Agreements, or any portion thereof, shall not be affected, and the remainder of this Covenant, and the application of such provisions to other persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law. 10. Owner acknowledges that the installation, modification or removal of the Improvements, and painting of the Mast Arms, must be authorized in writing and/or issuance of a permit by the County and the City prior to construction or placement of same. In addition, those individuals working to install, maintain, replace repair or remove the Improvement must be properly qualified and licensed based on City, County and FDOT standards. 11, Any obligations hereunder for payment or indemnification of Miami -Dade County or the City that arise prior to the termination of this Agreement shall survive the termination and expiration of this Agreement, as applicable. 12, The language agreed to herein expresses the mutual intent and agreement of the City of Miami and the Owner, and shall not, as a matter of judicial construction, be construed more severely against one of the parties from the other, 13, Covenantor shall keep in full force and effect at all times during the exercise of this Covenant, the insurance coverage as shown in Exhibit "D," with respect to the Improvements. The insurance and any addendums, modifications, renewals, or amendments thereto shall be subject to the prior review and approval of the City Risk Manager. The policy shall be issued either by a State of Florida -licensed insurance company rated A+ or better by A.M. Bests' Key Rating Guide or by another insurance company agreed upon by Covenantor and City. The insurance carrier for the policy must be rated no less than A as to management and no less than Class V as to strength by the latest edition of Best's Insurance Guide and must be approved by the City Risk Manager. {30058718; 1}5 The policy shall cover products andcompleted operations, contractual liability, explosion, collapse, and underground liability. The insurance policy shall be procured and premiums paidby the Covenantor. The term and any renewals thereof shall continue uninterrupted for the term of the Covenant. City and. Miami -Dade County shall be named as Additional Insured's under each such policy. A certificate of insurance bearing City and County as "Additional Insured's" shall in no way relieve Covenantor of the obligation to add City and County as "Additional Insured's" to the actual insurance policy. The insurance policy shall provide that City (Attention: City of Miami Risk Manager) and County (Attention: Director, Public Works and Waste Management Department) be given at least thirty (30) days advance written notice of any material changes to, lapse, or cancellation or non -renewal of, any policy. In the event of such material change, cancellation, ornon-renewal notification, Covenantor shall immediately procure another policy subject to the requirements of this Covenant. The City Risk Manager and County Director PWWM shall receive a copy of the certificate of insurance for such replacement policy at least ten (10) days prior to the effective date of any material change, cancellation, or non -renewal of the previous policy. If City and/or County does not timely receive such certificate, then City shall provide Covenantor with written notice thereof, and if Covenantor does not deliver such certificate within. fifteen (15) days after receipt of such written notice, then City and/or County shall have the right to immediately secure a similar insurance policy in its name, and Covenantor shall be liable for any monies due under such insurance policy. If the Covenantor does not reimburse City and/or County for all such insurance costs, City and/or County shall have the right to declare and establish such costs as a lien on the Property, enforceable by any lawful means. Covenantor agrees to increase, upon written request by City and/or County, the limits of its required comprehensive liability insurance policy so long as City's or County's increase request shall be commercially reasonable and the requested increase obtainable on commercially reasonable rates and teims. Proof of the foregoing required insurance shall be supplied to the City, or Miami -Dade County, upon request. 14. (a) It is expressly understood and agreed that this instrument shall be binding upon City and Covenantor and also upon their heirs, successors in interest, or assigns, and shall be a condition implied in any conveyance or other instrument affecting the title to the Property or any portion thereof. Upon any sale, conveyance or other transfer or disposition (a "Transfer") of any of the Property by the Owner, Owner. shall automatically be released from its obligations hereunder accruing after the date of such Transfer, and the purchaser, grantee, transferee or recipient of such Property that is the subject of such Transfer (a "Transferee") shall automatically succeed to such obligations and constitute the "Owner" and "Covenantor" hereunder. Reference to Owner shall mean and refer to the then owner of the Property. Notwithstanding the foregoing, or any other provision contained in this Covenant, no transfer of this instrument, in whole or in part, shall be allowed, nor shall any assumption of any right or responsibility under this Covenant be permitted, unless the County Mayor or the County Mayor's designee is provided written notification no less than fifteen (15) days prior to such transfer, and this covenant remains in full force and effect, binding upon any subsequent Transferee. (30058718;1)6 (b)'It is also acknowledged that not all of the property adjacent to the Right of Way Area (the "Adjacent Property") is owned by Covenantor.. From and after such time as any owner (an "Adjacent Owner") of any of the Adjacent Property either assumes Owner's obligations hereunder as to the Improvements in the Right of Way Area adjacent to such Adjacent Owner's Adjacent Property pursuant to a Covenant in the identical form of this Covenant or a separate assumption agreement, in each case, approved by the City Manager and the City Attorney as to legal form and correctness (which approval shall not be unreasonably withheld) and recorded in the Public Records, then Owner shall be released from its obligations under this Covenant, only to the extent they are expressly assumed by such Adjacent Owner in such other express assumption agreement. 15, Any notice, request, demand, approval, or consent given or required to be given under this Covenant shall be in writing and shall be deemed as having been given when mailed by United States registered or certified mail (return receipt requested), postage prepaid, to the other parties at the addresses stated below or at the last address provided by a party to the other party at which to receive notice. At the City's election, the City may direct all communications under this Covenant to Miami Design District Associates, LLC (MDDA), which will act as a "liaison" for communication purposes between the City and the Covenantor, as long as the Covenantor remains an affiliate of MDDA. Covenantor: City: MDDA: County 3841 NE 2nd Avenue, #400 Miami, FL 33137 Attn: Steven Gretenstein City Manager City of Miami 444 S.W. 2`u Avenue, 10th Floor Miami, Florida 33130 Director of Public Works City of Miami 444 S.W. 2'd Avenue, 8th Floor Miami, Florida 33130 Miami Design District Associates, LLC 3 841 NE 2nd Avenue, 4400 Miami, Florida 33137 Attic: Steven Gretenstein Miami -Dade County Director of Public Works and Waste Management Dept, Stephen P. Clark Center 111 Northwest First Street 14th Floor Miami, Florida 33128 (30058718; 1)7 16, Covenantor expressly acknowledges (i) that the permission granted by the City to construct the Improvements on City owned land is solely for the limited purposes set forth herein and does not constitute a lease, (ii) the City retains possession and control of property owned by the City, (iii) if Covenantor breaches any term of this Covenant, receives written notice of such breach from City, and does not timely cure such breach, within sixty (60) days after receipt of such written notice (provided, however, that in the event that suchcure cannot reasonably be completed within such sixty (60) day period, then Covenantor shall have such additional cure period as is reasonably required provided that Covenantor commences such cure within such sixty (60) day period and diligently pursues the same until completion), then City may unilaterally revoke the permission granted herein to Covenantor by written notice to Covenantor delivered prior to the date on which Covenantor cures such breach, and (iv) Covenantor does not and shall not claim at any time any interest or estate of any kind or extent in land ownedby the City by virtue of its use hereunder or by virtue of any expenditures incurred in connection herewith. 17, RECORDING. Covenantor shall, at its own cost, record this Covenant in the public records of Miami -Dade County, Florida within thirty (30) days of its acceptance by the City of Miami. Covenantor shall promptly furnish a certified copy of the recorded Covenant to the City Clerk, 3500 Pan American Drive, Miami, Florida 33133 and furnish certified copies of the recorded covenant to the City Manager, City Attorney, Public Works and Risk Management Directors at the following address: Miami Riverside Center, 444 SW 2nd Avenue, Ste. 945, Miami, Florida 33130 and to Miami -Dade County as set forth in paragraph 15, above. 18. TERMINATION. This Covenant shall terminate automatically and be of no further force or effect from and after such date as the City levies a special assessment intended to cover the maintenance and repair of the Improvements, from and after the date of the levy of that special assessment. Recordation in the Public Records of a certified copy of the resolution levying such special assessment shall be conclusive evidence of termination hereof. 15. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS, Covenantor shall comply with all applicable permitting requirements, governmental approvals, laws, ordinances, codes, rules and regulations ("Regulations") of federal, state and local governments, including the City and Miami -Dade County. 16. CONSTRUCTION OF COVENANT. This Covenant shall be construed and enforced according to the laws of the State of .Florida, Venue for any cause of action or proceeding between the parties arising out this Agreement shall be in Miami -Dade County, Florida. 17. SUCCESSORS AND ASSIGNS. This Covenant touches and concerns and the Property shall be binding upon the parties herein, their heirs, executors, legal representatives, successors and assigns. 18. AMENDMENT. No amendments to this Covenant shall be binding on either party unless in writing and signed by both parties and agreed to by Miami -Dade County, (30058718;1)8 19, MISCELLANEOUS, 19.1 Captions, title and paragraph headings are for convenient reference and are not a part of this Covenant, Such captions, title or paragraph headings shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions contained in this Covenant, 19.2 No waiveror breach of any provision of this Covenant shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing, 19.3 Should any provisions, paragraph, sentence, work or phrase contained in this Covenant be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to confoum with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Covenant shall remain unmodified and in full force and effect. 19.4 Further Assurances. All parties hereto upon the request of any other party shall execute such further instruments or documents as may be reasonably required by the requesting party to implement the tennis, conditions and provisions of this Agreement, 19,5 Third Party Beneficiary. Covenantor and the City agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Covenant, save and except for Miami -Dade County. 19,6 Discretion of the Public Works Director ("Director"). Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee, [Signature Page Follows] {30058718; 1)9 WITNESSESS: COVENANTOR: By: Print Name: Authorized Managing Member/Company Officer Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 20_, by , a Delaware limited liability company, on behalf of the company. He is personally known to me. Notary Public, State of Florida [Signature Page Follows] {30058718; 1)10 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Todd Hannon, City Clerk Daniel J. Alfonso, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez City Attorney APPROVED AS TO CONTENT: Eduardo Santamaria, P.E., CGC Director, Department of Public Works Ann Marie -Sharpe, Director Risk Management Department Exhibit A (Oak Plaza 1) L,ot 1, less the East 5 feet thereof, Block 6, of BIT.TMORE, according to the Plat thereof, as recorded. in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Fl.ari:da. {34942435;1) Exhibit A (Oak Plaza 2) The East 107 feet of that certain tract of land 432 feet East and West by 204.6 feet North and South, lying directly East of and adjoining Lots 5 and 6, in Block 7, of BTT.TMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. {32 93376;1) Exhibit A (Oak Plaza 3) Parcel 1: Lots 3, 5, 6 and 7, of AMENDED PLAT OF A PORTION OF BLOCK 10 OF BU TMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMENDED.PLAT OF COMMERCIAL BTT.TMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 45, at Page 55, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lots 1 and 2, in Block 10, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public R.ecords of Miami -Dade County, Florida. Parcel 3: Lots 2, 3 and. 4, in Block 1, of AMENDED PLAT OF COMMERCIAL BIT .TMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. {32498685;1} Exhibit A (Oak Plaza 4) Lots 1 and 2 and the 10.00 foot Easterly adjacent alley, PLAT SHOWING RESUBDIVISION OF LOTS 4-5-6 & 7 OF SECOND AMENDED • PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 4, at Page 150, of the Public Records of Miami -Dade County, Florida. {32498579;1} Exhibit A (Oak Plaza 5) Lots 1 through 6 inclusive, of SECOND SECTION, COMMERCIAL BIT TMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of IN/Earth-Dade County, Florida, and Lots 1 through 4, inclusive, Block 1, and unnumbered. Lot East of Lot 4, Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. LESS Those portions of Lots 1, 2 and 3, Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 10 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Northwest having a radius of 25 feet and tangents which are 25 feet North of and parallel with the centerline of N.E. 39th Street and 35 feet West of and parallel with the centerline of N,E. 2nd Avenue; AND LESS Those portions of Lots 1, 2 and 3, SECOND SECTION, COMMERCIAL BIT TMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 2 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Southwest having a radius of 25 feet and tangents which are 33 feet South of and parallel with the centerline of N.E. 40th Street and 35 feet West of and parallel with the centerline of N.E. 2nd Avenue. {32498514;1) Exhibit A (Oak Plaza 61 Tracts A, B, C, D, F, F & G of PALM WAY SUBDIVISION, according to the Plat thereof, as recorded. in Plat Book 170, at Page 32, of the Public records of Miami -Dade • County, Florida. {32498483;1} Exhibit A (Oak Plaza 7) The North 68.32 feet of Lot 2, and all of Lot 3, of SECOND AMENDED PLAT - OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida, together with that certain twelve -foot strip of land lying adjacent to and immediately East of the above -described property, said twelve -foot strip having for its Easterly boundary the Florida East -Coast Railroad right-of-way. {2498424;1) Exhibit "B" N.E. 42N0 STREET . N.E 41ST STREBST --.. • N.E. 40TH STREET PI! N.E.S9TH STREET TT; bib DESIG DISTRICT Future Development ist Floor PROPERTY ,<C>OAK PLALA, ASSOCIATES (DELL= 1 'Map nal ra‘on to s=le .0.12039,1.11.1i COV.44.,11.7,Enig.$0.4P.8.1:.15 MIAMI BEACH 0 z 0 z bit "B" NE. 42ND STREET • L N.E 4IST STREET r raa. .-aa — N.E. 4071-1 STREET N.E. 39TH STREET Z#.7. .E.38TH STREET ,• ! 4 g MIMI DES/G'N OISTRICT Future Development ist Floor PROPERTY OAK PL-4211. A:SOU/NT:7:S CDELA L/.CS `Hap not drawn th =le 1.1,110011......1.Sra COVENANT PlICPERTIES ka,*.Rat, -atc. MIAMI BEACH • 0 0 z 0 0 0 0 NE 3ETH STREET - MIMI DESIGN DISTRICT Future Development ist Floor PROPERTY 'Map no drawn to s=le .C.Ixonin..-.STERCOVE.RiPPOPS77.16,40.6.15,15 MIAMI BEACH 5:11%:!FIVg • N.E..Z2ND STREET " N.E.4IST STREET ' AL, .AAA, N.E. 39TH STREET gx,„-awr Exhibit "B" - • • • ,0 ; • ' 1v111sli ?DISTRICT Future Development ist Floor PROPERTY OAK PLAZA A.SSOCIATES =LI LLC 'Map not &own to 5.1e 1-11:41.103...04115M =Mal. PROPER...P:4AS MIAMI BEACH 0 N.E.i41ST STREET I, ig a . — N.E.If 39TK STREET ' i u [aeMI DESK Z [STRICT Future Development ist Floor PROPERTY OAK PLAZA ASSOCIATES (DELL LC 5 'Map me dia m to sole Krravma.+oo.«asM..4.17eaCaEiiu Puf ATS r 0 a 0 0 Z N.E. 42ND STREET 161 y KF— 41ST STREET KE, 40TH STREET ••. ri N.E. 39TH STREET Lil :71.WrT4Im • Exhibit "B" MbMI DESIGN DISTRICT Future Development ist Floor PROPERTY • 0,41( PLAZA ASSOCIATES (DEL), LLC 6 .Hap Ile. drawn scale ...0311,,,41172X OVExanfTPAC.ER'RES,....e.4.15 .• • „14 MIAMI BEACH 0 0 0 4255 STREET =. N.E. 41ST STREET N.E. 40TH STREET N.E. 39TH STREET - --- Exhibit "B" 11,4'11 DESIC,N DISTRICT Future Development ist Floor PROPERTY 0 • OAK PLAZA ALSOCL4TES (DF1-1, LLC 7 'Map no4. drawn to scale C,rula,1477A0,ENTIES • 2 0 z 0 0 N.E. 4ND STREET NEJ''41ST STREET N.E 39TH STREET N.E. SSTH STREET F W • -- Exhibit "C" DESIGN DISTRICT Future Development 1st Floor RIGHT OF WAY • OAK PLAZA ASSOCIATES .• ems` (DEL).LLC1 'Map not"",le rmc�xor,C»+ur Covswxr>cm.sns. FAIS;s O z U 0 0 O _ s•=n 1;5�� i- "--tea'. ,.n;�'. �'".-�--�-' Y,:=.E' N.E. 401H 5TREc i Exhibit rrcrr ..._. - It`MI. DESIGN DISTRICT Future Development 1st Floor RIGHT OF WAY OAK p ASSOCL&TES >, uc s 'Map nat drawn tc scale .0ca¢wm.sax gvuuxi wawrEs.uoz.s.o c 0 U N.E. 42ND STREET N.E..AIST STREET U N.E. A2N0 STREET N.E21ST STREET NE. LOTH STREET N.E.39TH STREET N.E.SETHSTREET DESIGN DISTRICT Future Development 1st Floor RIGHT OF WAY OAK PLAZA ASSOCU. E5 ME.), LLCS 'Flap no: drawn to stle Hoo.con,o-rurr W0.6,6,3 0 O C 0 0 z z u N.E. 42NO STREET • N.E. 41ST STREET ==tt= 1 - NI- 49TH STREET p-)3‘ i I N.E. 39TH STREET *L.-tat . , N.S. 3STH STREET — f ---- Exhibit "C" - - - M M I DESIGN DISTRICT Future Development 1st Floor RIGHT OF WAY 8. OAK PLUI.F.SSOCIATES _ _ (DEL). LIZ 4 'Map flat drawn scale 1.0.1116371.14.+IRSTER MIAMI BEACH 1,10i1; 0 • NE. 4ND STREET N.E. 40TH STREET 3STH STREET Exhibit "C" DESIGN DISTreaCT Future Development 1st Floor RIGHT OF WAY •OAK PLA AASSOCIATES (DE-J.LLCS 'Map nat drawn 'a •=In ImPnmyoc-tosiv:tvz..Ni0n5enn:i MA0,8.3.6 0 0 1:J 0 0 z 0 0 0 2 0 N.E. 42ND STREET g!, k N.E. 40TH STREET 1 N.E, 34TH STREET 74-F • ---- Exhibit "C" • , • M M I DESIC."-N DISTRICT Future Development ist Floor RIGHT OF WAY OAK PLAIA ASSOCL&TE5 (PELL LLC 6 'Map nci errawr, s.,le NC161.111,30-..Sra COVE.. P PC., EMS 141,05.13 • : 0 0 „J„JaANNNO.999M.,. 4END STREET N.E.41ST STREET ty„,- A-t. , NE.4OTHSTREET v., e I .; NB. 39TH STREET FS *;;::jzr 4. • Fsg.,03.4r..Wo „,,,Frwrg Exhibit "C" DESIGN ENISTRICT Future Developme.nt ist Floor •RIGHT OF WAY .<>OAK PLAZW.SOCIATES (DEL). LLC 7 'Flap not drawn thIe ron-t1.2.)4.-.1451TA COVEN.A.PROMMS 14.04.15.11 0 WANT BEACH -1Z,Zete;NR, 0 0 0 • EXHIBIT "D" insurance Requirements Covenant to Run with the Land Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required City of Miami and Miami -Dade County listed as an additional insured Contingent Liability & Contractual Liability Premises 86 Operations Liability Primary Insurance Clause Endorsement "XCU" hazards, if applicable II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami and Miami -Dade County listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit • IV. Umbrella Liability (Excess Follow Form) A. Limits of Liability Each Occurrence _ $2,000,000 Policy Aggregate $2,000,000 The City of Miami and Miami -Dade County listed as an additional insured The insurance is excess over all applicable liability policies contained herein Installation/Property Floater Causes of Loss Special Form including W&H Valuation: Replacement Cost City listed as loss payee VI. Payment and Performance Bond $TBD The above policies shall provide the City of Miami and Miami -Dade County with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval.