HomeMy WebLinkAboutExhibit A SUBTHIS ITEM IS A SUBSTITUTION.
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This instrument Prepared by and
after Recording Return To:
T. Spencer Crowley, Esq.
Akerman LLP
98 SE 7th Street, Suite 1100
Miami, FL 33131
DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF MIAMI, FLORIDA AND TOBACCO
ROAD PROPERTY HOLDINGS, LLC, BCC ROAD
IMPROVEMENT LLC, 2 INDIAN CREEK
HOLDINGS, LLC, REGARDING DEVELOPMENT
OF CERTAIN PARCELS OF THE BRICKELL CITY
CENTRE PROJECT
THIS DEVELOPMENT AGREEMENT is entered this day of
20 , and effective as of the day of , 20 , by and between
TOBACCO ROAD PROPERTY HOLDINGS, LLC, BCC ROAD IMPROVEMENT LLC,
and 2 INDIAN CREEK HOLDINGS, LLC, all being Florida limited liability companies
(together known as "Developer"), and the CITY OF MIAMI, FLORIDA, a municipal
corporation and a political subdivision of the State of Florida ("City") (Developer and the City
together referred to as the "Parties").
WITNESSETH:
WHEREAS, Brickell City Centre Project LLC and 700 Brickell City Centre LLC
(collectively, "Swire") held fee simple title to approximately nine (9) acres of property in the
Brickell area of downtown Miami ("Original BCC Property"); and
WHEREAS, the Original BCC Property spanned four (4) city blocks and was more
specifically located south of the Miami River, west of Brickell Avenue, north of SW 8th
Street, and east of SW 1st Avenue, located between two (2) mass transit lines; and
WHEREAS, the Original BCC Property was underutilized in that it predominantly
consisted of vacant, undeveloped lots secured by chain link fencing, and the status of the
Original BCC Property was inconsistent with the City's vision to develop a world class
downtown, and City wished to encourage redevelopment of the Original BCC Property; and
WHEREAS, Swire wished to redevelop the Original BCC Property as a higher
density, mixed -use, pedestrian -oriented, urban development known as Brickell City Centre
which would provide much needed retail for the Brickell and Downtown area of Miami, and
maximize efficiency and design through construction of two (2) levels of underground parking
("Brickell City Centre"); and
WHEREAS, a process exists within the City's zoning code ("Miami 21"), known as
a "Special Area Plan" or "SAP," which allows parcels of more than nine (9) abutting acres to
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be master planned to allow greater integration of public improvements and infrastructure, and
greater flexibility so as to result in higher or specialized quality building and streetscape design;
and
WHEREAS, on July 28, 2011, the City approved an SAP for Brickell City Centre,
pursuant to Ordinance No. 13279 ("Brickell City Centre SAP"); and
WHEREAS, Miami 21 requires development within an SAP to be governed by a
Development Agreement between the property owner and the City; and
WHEREAS, on October 24, 2011, Swire recorded a Development Agreement for
Brickell City Centre, at Official Records Book 27868, Page 4664 of the Public Records of
Miami -Dade County, Florida; and
WHEREAS, on March 28, 2013, the City approved an amendment to the Brickell City
Centre SAP to include an additional city block known as "N2," and also approved an Amended
and Restated Development Agreement for Brickell City Centre to encompass this area,
recorded on April 7, 2014 at Official Records Book 29098, Page 3241 of the Public Records
of Miami -Dade County, Florida; and
WHEREAS, on March 27, 2014, the City approved a second amendment to the
Brickell City Centre SAP to include an additional city block known as "One BCC," and also
approved a Second Amended and Restated Development Agreement for Brickell City Centre
to encompass this area, recorded on September 18, 2014 at Official Records Book 29314,
Page 0825 of the Public Records of Miami -Dade County, Florida ("Swire's BCC
Agreement"); and
WHEREAS, Swire has built -out Phase 1 of Brickell City Centre on the Original BCC
Property, pursuant to Swire's BCC Agreement and the Brickell City Centre SAP; and
WHEREAS, Developer owns certain real property located between SW 7th Street and
SW Miami Avenue Road lying west of South Miami Avenue (northbound), consisting of
approximately 104,287 sq. ft. (2.39 acres) of land ("BCC 650 SMA/AP Property"), as is more
particularly described on Exhibit "A" attached hereto; and
WHEREAS, the City and Developer wish to integrate the BCC 650 SMA/AP Property
into the Brickell Centre SAP, to further redevelop underutilized property directly abutting the
existing Brickell City Centre project into a single cohesive higher density, mixed -use, pedestrian -
oriented, urban development ("BCC 650 SMA/AP Project"); and
WHEREAS, the City and Developer wish for development of the BCC 650
SMA/AP Property to proceed substantially in accordance with the Brickell City Centre SAP
Regulating Plan and Design Guidelines, as adopted on , 2019, and kept on file
with the City ("Regulating Plan and Design Guidelines"); and
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WHEREAS, the BCC 650 SMA/AP Property is designated Restricted Commercial, with
an Urban Central Business District overlay, in the Miami Comprehensive
Neighborhood Plan ("Comprehensive Plan"); and
WHEREAS, the City and Developer wish for development of the BCC 650 SMA/AP
Project to proceed in a manner which is consistent with the Comprehensive Plan; and
WHEREAS, the BCC 650 SMA/AP Project is located in the Downtown Development
of Regional Impact ("DDRI"); and
WHEREAS, as of the Effective Date, the DDRI has sufficient development capacity to
accommodate the BCC 650 SMA/AP Project and Developer has reserved such capacity
through appropriate means with the City; and
WHEREAS, the lack of certainty in the approval of development can result in a waste of
economic and land resources, discourage sound capital improvement planning and financing,
escalate the cost of housing and development, and discourage commitment to comprehensive
planning; and
WHEREAS, assurance to a developer that it inay proceed in accordance with existing
laws and policies, subject to the conditions of a development agreement, strengthens the public
planning process, encourages sound capital improvement planning and financing, assists in
assuring there are adequate capital facilities for the development, encourages private
participation in comprehensive planning, and reduces the economic costs of development; and
WHEREAS, the City Commission, pursuant to Ordinance No. adopted on
, 20 , has authorized the City Manager to execute this Agreement
upon the terms and conditions as set forth below; and
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the Parties mutually agree and bind themselves as set forth herein:
Section 1. Consideration. The Parties hereby agree that the consideration and
obligations recited and provided for under this Agreement constitute substantial benefits to
both Parties and thus adequate consideration for this Agreement.
Section 2. Rules of Legal Construction.
For all purposes of the Agreement, unless otherwise expressly provided:
(a) A defined term has the meaning assigned to it;
(b) Words in the singular include the plural, and words in the plural include the singular;
(c) A pronoun in one gender includes and applies to other genders as well;
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(d) The terms "hereunder", "herein", "hereof", "hereto", and such similar terms shall refer
to the instant Agreement in its entirety and not to individual sections or articles;
(e) The Parties hereto agree that this Agreement shall not be more strictly construed against
either the City or Developer, as all Parties are drafters of this Agreement; and
(f) The recitals are true and correct and are incorporated into and made a part of this
Agreement. The attached exhibits shall be deemed adopted and incorporated into the
Agreement; provided, however, that this Agreement shall be deemed to control in the
event of a conflict between the exhibits and this Agreement.
Section 3. Definitions. Capitalized terms which are not specifically defined herein
shall have the meaning given in Miami 21.
"Agreement" means this Development Agreement Between the City of Miami,
Florida and Tobacco Road Property Holdings, LLC, BCC Road Improvement LLC,
and 2 Indian Creek Holdings, LLC, Regarding Development of Certain Parcels of the
Brickell City Centre Project.
"City" means the City of Miami, a municipal corporation and a political
subdivision of the State of Florida, and all departments, agencies, and
instrumentalities subject to the jurisdiction thereof.
"Comprehensive Plan" means the comprehensive plan known as the Miami
Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163, Florida
Statutes (2017), meeting the requirements of Section 163.3177, Florida Statutes
(2017), Section 163.3178, Florida Statutes (2017), and Section 163.3221(2),
Florida Statutes (2017), which is in effect as of the Effective Date.
"County" means Miami -Dade County, a political subdivision of the State of Florida.
"Development" means the carrying out of any building activity or mining operation,
the making of any material change in the use or appearance of any structure or land,
or the dividing of land into three (3) or more parcels and such other activities described
in Section 163.3164(14), Florida Statutes (2017).
"Effective Date" means , 20 , the date on which the City
Commission authorized the City Manager to execute this Agreement.
"Existing Zoning" means the zoning designation and regulations of the Miami 21
Code, City Charter, and City Code in effect as of , 2019, which
comprise the effective land development regulations governing development of the
BCC 650 SMA/AP Property as of the date of recordation of the Agreement.
"Land" means the earth, water, and air above, below, or on the surface and includes
any improvements or structures customarily regarded as land.
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"Laws" mean all ordinances, resolutions, regulations, comprehensive plans, land
development regulations, and rules adopted by a local, state, or federal government
affecting the development of land.
"Public Facilities" means major capital improvements, including, but not limited to,
transportation, sanitary sewer, solid waste, drainage, potable water, educational,
parks and recreational, streets, parking, and health systems and facilities.
Section 4. Purpose. The purpose of this Agreement is for the City to authorize
Developer to develop the BCC 650 SMA/AP Project pursuant to the Brickell City Centre
SAP. This Agreement will establish, as of the Effective Date of this Agreement, the land
development regulations including the Existing Zoning, the Regulating Plan, and Design
Guidelines, which together will govern Development of the BCC 650 SMA/AP Project on
the BCC 650 SMA/AP Property, thereby providing the Parties with additional certainty during
the Development process. This Agreement also satisfies Section 3.9.1.f., Miami 21.
Section 5. Intent. Developer and the City intend for this Agreement to be
construed and implemented so as to effectuate the purpose of the Brickell City Centre SAP,
this Agreement, the Comprehensive Plan and the Florida Local Government
Development Agreement Act, Sections 163.3220 - 163.3243, Florida Statutes (2017).
Section 6. Applicability. This Agreement only applies to the BCC 650 SMA/AP Project.
The other components of Brickell City Centre shall remain subject to Swire's BCC Agreement,
and this Agreement shall have no effect on Swire's BCC Agreement or the rights of the parties
contained therein.
Section 7. Term of Agreement, Effective Date, and Binding Effect. This Agreement
shall have a term of the earlier of thirty (30) years from the Effective Date or the expiration
or termination of Swire's BCC Agreement. The Developer shall record this Agreement in
the public records of Miami -Dade County and file it with the City Clerk. The term of this
Agreement may be extended by mutual consent of the Parties subject to a public hearing,
pursuant to Section 163.3225, Florida Statutes (2018). This Agreement shall become effective
on the Effective Date and shall constitute a covenant running with the land that shall be binding
upon, and inure to, the benefit of the Parties, their successors, assigns, heirs, legal
representatives, and personal representatives.
Section S. Permitted Development, Uses, and Building Intensities.
(a) Brickell City Centre SAP Designation. The City has designated the BCC 650
SMA/AP Property as part of the Brickell City Centre SAP on the official Zoning
Atlas of the City, pursuant to the applicable procedures in Miami 21. The
Regulating Plan and Design Guidelines are attached as Exhibit "B". In
approving the Brickell City Centre SAP, the City has determined that the uses,
intensities, and densities of Development permitted thereunder are consistent
with the Comprehensive Plan and the Existing Zoning.
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(b) Density, Intensity, Uses, and Building Heights.
(i)
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As of the Effective Date and pursuant to the overall density limitations in
the Brickell City Centre SAP, the density proposed for the BCC 650
SMA/AP Property shall not exceed 420 units per acre, and the intensity
proposed for the BCC 650 SMA/AP Property is measured by an above-
ground Floor Lot Ratio which shall not exceed 27.0.
(ii) The non-residential Development permitted on the BCC 650 SMA/AP
Property includes, but is not limited to, the following uses: office, hotel,
retail, entertainment, medical office, academic space, and any other
uses permitted by the Existing Zoning.
(iii) As of the Effective Date and pursuant to the Brickell City Centre SAP, the
maximum heights above mean sea level for the BCC 650 SMA/AP Project
are as follows:
• 851 feet for all blocks;
• 129 feet for all Pedestals.
(iv) Nothing herein shall prohibit Developer from requesting an increase in
the density or intensity of Development permitted on the BCC 650
SMA/AP Property, as long as such increase in density or intensity is
consistent with the Comprehensive Plan, Existing Zoning, the SAP, and
this Agreement as it exists on the Effective Date.
(v) The BCC 650 SMA/AP Project is eligible for bonus height and Floor Lot
Ratio benefits, as set forth in the Regulating Plan, due to certain public
benefits that the buildings provide. These public benefits are in addition
to the requirements delineated in the Regulating Plan, Design Guidelines,
and Section 3.9 of Miami 21. The Brickell City Centre SAP public
benefits for the BCC 650 SMA/AP Project, as defined in the Regulating
Plan, are:
• Pedestrian mobility, safety, and aesthetic enhancements around and
under the South Miami Avenue elevated roadway span that facilitate
access to the Miami River Greenway;
• Construction of a temporary and then a permanent fire station for
the City on the Brickell City Centre "N2" block in the following
manner:
o The temporary fire station shall consist of, at a minimum:
1. A 24' by 60' trailer, parking for 8 vehicles;
2. A protective awning of approximately 40' by 20 'with 11' of
clearance to protect Fire -Rescue apparatus;
3. An 8' by 16' storage shed;
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4. Adequate lighting;
5. A motorized gate and fencing;
6. A 1500 gallon wastewater holding tank system; and
7. Appropriate furniture for the trailer.
o All temporary fire station improvements are to meet the technical
and logistical requirements of the Department of Fire -Rescue.
o For the permanent fire station, it shall be that fire station required
by the "Public Benefits Agreement for Fire Station" dated October
10, 2016 between the City of Miami and Brickell City Centre
Project, LLC.
• Monetary contribution of six hundred thousand dollars ($600,000)
to the Underline project, provided that said contribution shall only
be considered a public benefit to the extent it has been spent (and
for future payments, will be spent) on that portion of the Underline
within the City, with proof thereof to be furnished by Developer, in
a manner acceptable to the Planning Director, in the Annual Review
as described in Section 18 of this Agreement; and
• Monetary contribution to the City, to be paid at the issuance of the
first building permit for the BCC 650 SMA/AP Project, of one
million dollars ($1,000,000). After Swire makes this payment, the
City will allocate two hundred thousand dollars ($200,000) equally
to each City commission district to be spent either through the Anti -
Poverty Initiative for that district or placed into the City's
Affordable Housing Trust Fund earmarked for that commission
district.
• Public access to, and operation of, the above -grade connections
during the extended hours of 10:00 P.M. to 2:00 A.M., including
furnishing a minimum of two (2) security guards for the above -
grade connections at such times.
The total costs of the public benefits for the BCC 650 SMA/AP Project
are above and beyond the monetary payment which would be required
under the Public Benefits Trust Fund regulations of Miami 21 and
Chapter 62 of the City Code. Thus, Developer shall be entitled to the
maximum height, density, and intensity set forth herein without any
further contributions to the Public Benefits Trust Fund.
(c) Environmental. The City finds that the BCC 650 SMA/AP Project will
confer a significant net improvement upon the publicly accessible tree canopy
in the area. The City and Developer agree that Developer will comply with the
intent and requirements of Chapter 17 of the City Code. The City agrees to
facilitate the permitting and planting of replacement trees on all publicly -owned
properties in this area.
Section 9. Archaeology. Because of the BCC 650 SMA/AP Project's location in
a high probability archaeological zone, Developer is required to obtain a certificate to dig
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prior to any ground disturbing activities. As part of the certificate to dig for demolition and
new construction permits, the following terms are hereby acknowledged to be conditions of the
certificates(s) to dig, certificates of appropriateness (as applicable), and building permits or
planning/zoning approvals for the BCC 650 SMA/AP Property. Developer hereby further assures
the City that Developer will promptly comply with the following conditions.
a) Monitoring. Developer shall complete a full monitoring archaeological
assessment of the site with the objective of documenting and/or preserving
all significant archaeological features. Further excavation shall be
conducted as determined by City staff upon review of the archaeological
monitoring reports.
b) Additional Assessments. If evidence is found indicating further
archaeological assessments are required, then Developer shall complete an
expanded archaeological assessment of the site with the objective of
documenting and/or preserving all significant archaeological features
("Archaeological Assessment"). In such a case, the Archaeological
Assessment would include the following scope of work ("Field Work"):
i. The initial phase shall involve systematic additional shovel testing ("Shovel
Testing"). This will provide further determination of the nature and extent
of the cultural deposits.
ii. Following the Shovel Testing, the fill shall be mechanically removed from
the site area under the continuous coordination of the contracted
archaeologist, exposing the top of any cultural deposits associated with
natural soils.
iii. The next phase shall involve unit excavations within the site area that will
be impacted by the proposed building construction (i.e. the area within and
adjacent to the proposed building footprint).
iv. All recovered samples will be catalogued and quantified. The results of this
analysis will be retained and will be included in the final report.
v. A written report and site documentation will be provided within thirty (30)
business days following completion of the field work.
vi. The consultant archaeologist shall provide monthly interim reports to the
City of Miami Historic Preservation Board with copies to the Miami -Dade
County Historic Preservation Department.
c) Separate Certificates. Developer shall apply for separate certificates to dig for
demolition and new construction, with the understanding that the certificate to dig
for new construction shall only be reviewed after full archaeological assessment of
the demolition has been completed.
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d) Documentation. Developer shall provide the consultant archaeologist with
whatever time is reasonably needed in order to fully document the site and any
significant features as may be provided for in this Agreement.
e) Significant Features. If a significant feature (to be determined by City staff) is
found, then Developer shall make every effort to preserve that feature(s) within the
building design, and revise the design, in accordance with City and County staffs
recommendations.
f) Notice. Written notice shall be provided by the consultant archaeologist to the City
of Miami Historic Preservation Office if any significant archaeological deposits or
features are discovered during the Archaeological Assessment or development at
the parcel within forty-eight (48) hours of the discovery with copies to the Miami -
Dade County Historic Preservation Department.
g)
Human Remains. If human remains are found, then the provisions of Florida Statute
872.05 and other applicable regulations shall apply.
h) Final Report. A final report shall be prepared by the consultant archaeologist and
provided to the City within six (6) months of completion of the Field Work and
monitoring.
i) Signage. If a significant archaeological site is found, a sign interpreting the parcel's
history and prehistory will be erected on the site at Developer's expense, and said
sign shall be reviewed and approved by the Office of Historic Preservation of the
City of Miami.
j)
Artifacts. All recovered artifacts shall be properly documented and donated to the
History Miami Museum at Developer's expense within eight (8) months of the
issuance of a master building permit.
k) Tree Removal. As part of any tree removal, a certificate to dig shall be applied for
and any conditions met to be granted the certificate to dig for root/stump removal.
The tree removal process will be documented by a monitoring archaeologist.
Section 10. Connectivity and Activity within Public Right -of -Way.
(a) Connectivity. A critical element to the success of the BCC 650 SMA/AP
Project is above -grade connectivity between blocks and through public rights -of -
way. This connectivity should be encouraged both within the BCC 650
SMA/AP Project and between the BCC 650 SMA/AP Project and other
portions of Brickell City Centre. This connectivity will result in ease of access,
minimized pedestrian and vehicular conflicts, and reduction of the BCC 650
SMA/AP Project's traffic impacts by permitting internalized traffic circulation.
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In order to activate the above -grade connections, Developer proposes to locate
commercial activity in this area.
Developer recognizes that such connectivity and commercial usage may
require approval of other governmental agencies such as Miami -Dade County
and the Florida Department of Transportation. The City finds and
determines that establishing such connectivity and commercial usage serves a
public purpose, and the City agrees to support Developer's efforts to obtain any
authorization to establish such connectivity and commercial usage.
The City finds that the authorization of such uses within the public rights -of-
way will have no adverse effects on the provision of natural light or circulation
of air, or increase the adverse effects resulting from fire, floods, tornadoes,
and hurricanes. It is further found that the presence of such uses within the
public rights -of -way shall in no way diminish access for firefighting apparatus
or rescue and salvage operations; diminish traffic, transportation, and
circulation; or adversely impact the advancement of the safety, health, amenity,
and general welfare within the City. For those above -grade connections approved
by the Regulating Plan and Design Guidelines, the provisions of Sec. 54-186 of the
City Code, as amended, shall not apply.
(b) Construction of Encroachments within the Public Right -of -Way. The City finds
that the proposed encroachments do not unduly restrict the use of the public
rights -of -way and is a necessary and essential element in the construction of the
pedestrian walkways above the public rights -of -way. The adoption of this
Agreement shall serve to satisfy the requirements set forth in Sec. 55-14(b) of
the City Code, as amended.
Further, this Agreement shall satisfy the requirements of Sec. 55-14(d) of the City
Code, as amended. In consideration for authorizing the construction of the
aforementioned encroachments, Developer further covenants to:
(i) Maintain the above -grade pedestrian walkways in accordance with
the Florida Building Code, the City Charter, the City Code, and any other
applicable federal, state, and local statutes, laws, rules, orders, and
regulations.
(ii) Provide an insurance policy, in an amount determined by the
City's Risk Management Department, naming the City as an additional
insured for public liability and property damage. The insurance shall
remain in effect for as long as the encroachment(s) exist in the public
right-of-way. Should Developer fail to continue to provide the insurance
coverage, the City shall have the right to secure a similar insurance policy
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in its name and place a special assessment lien against all properties
subject to this Agreement for the total cost of the premium.
(iii) Developer shall hold harmless and indemnify the City, its
officials, and its employees from any claims for damage or loss to
property and injury to persons of any nature whatsoever arising out of the
use, construction, maintenance, or removal of the pedestrian walkways
and from and against any claims which may arise out of the granting of
permission for the encroachment or any activity performed under the
terms of this Agreement.
(c) Activity within the Public Right -of -Way. Notwithstanding the limitations
set forth in Sec. 54-186 of the City Code, as amended, the City shall permit
Food Service Establishment(s) and General Commercial uses, as defined in
Miami 21, in the above -grade pedestrian walkways located within the public
right-of-way, following approval by SAP Permit.
Section 11. BCC 650 SMA/AP Project Approval.
(a) Future Development Review. Future Development on the BCC 650 SMA/AP
Property shall proceed pursuant to a process established in the Regulating Plan
and Design Guidelines and shall be consistent with the Comprehensive Plan,
this Agreement, Swire's BCC Agreement, and the Brickell City Centre SAP.
(b) Prohibition on Downzoning.
(i)
(i)
The Comprehensive Plan, this Agreement, and the Brickell City Centre SAP
shall govern Development of the BCC 650 SMA/AP Property for
the Term of the Agreement. The City's laws and policies adopted after
the Effective Date may be applied to the BCC 650 SMA/AP Property
only if the determinations required by Section 163.3233(2), Florida
Statutes (2017) have been made after thirty (30) days written notice to
Developer and after a public hearing.
Pursuant to Section 163.3233(3), Florida Statutes (2017), this prohibition
on downzoning supplements, rather than supplants, any rights that may
vest to Developer under Florida or Federal law. As a result,
Developer may challenge any subsequently adopted changes to land
Development regulations based on (A) common law principles including,
but not limited to, equitable estoppel and vested rights, or (B) statutory
rights which may accrue by virtue of Chapter 70, Florida Statutes (2017).
(c) Development of Regional Impact.
(i) The City and Developer agree that as of the Effective Date, sufficient
capacity remains under the DDRI to accommodate the BCC 650 SMA/AP
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Project and that Developer has reserved the capacity necessary to develop
the BCC 650 SMA/AP Project.
(ii) The City agrees that any DRI Development order which the City adopts
after the Effective Date and which applies to the BCC 650 SMA/AP
Property will (A) be consistent with this Agreement and the Brickell
City Centre SAP and (B) include a Use/Intensity conversion table to
allow for a reasonable level of flexibility with respect to the mix and
intensity of uses in order to respond to changing market conditions.
(iii) The City agrees that if the Miami Downtown Development Authority
("DDA") decides to abandon, terminate, rescind, or otherwise render
ineffective the DDRI Development Order, Developer shall no longer
be responsible for payment of DDRI fees. Further, if the DDA decides
to abandon, terminate, rescind, or otherwise render ineffective the
DDRI Development Order, the City agrees to refund any payment of
DDRI fees made by Developer within twenty four (24) months of the
decision to abandon, terminate, rescind, or otherwise render ineffective
the DDRI Development Order.
Section 12. Retail Specialty Center Designation and Entertainment Specialty District
Designation. Pursuant to Chapter 4 of the City Code, the two -block BCC 650 SMA/AP
Project is designated as a retail specialty center and is designated as an entertainment specialty
district.
(a) The maximum number of Alcohol Service Establishments and Liquor Package
Stores (as defined in Miami 21) permitted within retail specialty centers located
within the BCC 650 SMA/AP Project shall not exceed either: five (5) Alcohol
Service Establishments; or four (4) Alcohol Service Establishments and one (1)
Liquor Package Store. These limits are exclusive of any Food Service
Establishments (as defined in Miami 21) where the sale of alcoholic beverages is
entirely incidental to and in conjunction with the principal sale of food (e.g., bona
fide, licensed restaurants or cafes operating with a 2-COP, 4-COP, 4-COP SFS, or
equivalent license), and any other establishment with an alcoholic beverage license
which is otherwise exempt from distance separation requirements pursuant to
Chapter 4-4(h) of the City Code (e.g., bona fide, licensed hotel operating with a 4-
COP S or equivalent license). However, the maximum number of establishments
classified as Nightclubs (as defined by Chapter 4-2 of the City Code) shall not
exceed two (2), unless otherwise approved by an SAP Permit.
(b) Notwithstanding anything to the contrary in Chapter 4 of the City Code (including
Section 4-3 thereof), hours of alcohol sale for all Alcohol Service Establishments
and Food Service Establishments permitted within retail specialty centers in the
BCC 650 SMA/AP Project shall be Monday — Sunday: 11:00 a.m — 5:00 a.m. for
consumption on -premises, and Monday — Saturday: 9:00 a.m. — 12:00 midnight,
and Sunday: 9:00 a.m. — 7:00 p.m. (with hours automatically extended to 10:00
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p.m. on Sundays in December) for consumption off -premises, By Right (as defined
in Miami 21).
Notwithstanding anything to the contrary contained in Chapter 4 of the City Code
(including Sections 4-4 and 4-7 thereof) or Miami 21, the parties further
acknowledge and agree that all (i) Alcohol Service Establishments (up to the
maximum number authorized herein), (ii) Liquor Package Stores (up to the
maximum number authorized herein), (iii) Food Service Establishments, and (iv)
other establishments with an alcoholic beverage license which are otherwise
exempt from distance separation requirements pursuant to Chapter 4-4(h) of the
City Code shall be permitted By Right (as defined in Miami 21) within the BCC
650 SMA/AP Project, in accordance with Article 4, Table 3 and Article 6, Table 13
of the Regulating Plan, and shall not require any specific administrative or public
hearing approval (i.e., no SAP Permit, Waiver, Warrant or Exception) under Miami
21, the City Code or the Regulating Plan for the establishment or continuation of
such use. Notwithstanding the above, all Alcohol Service Establishments and
Liquor Package Stores on the "BCC AP" block must be approved by SAP Permit.
(d) Except as otherwise stated herein, notwithstanding the requirements of Chapter 4
of the City Code, restrictions relating to the maximum number and/or location of
Alcohol Service Establishments and Liquor Package Stores, including but not
limited to, required distance separation from churches, residential districts, schools
and other Alcohol Service Establishments and Liquor Package Stores, whether
within or outside the BCC 650 SMA/AP Project, shall not be applicable to any
Alcohol Service Establishment or Liquor Package Store within the BCC 650
SMA/AP Project. In addition, Liquor Package Stores within the BCC 650
SMA/AP Project shall not be limited to the first floor of a Development.
Section 13. Job Creation. Developer shall consult with local and state economic development
entities regarding job training and job placement services to City residents seeking employment
opportunities with potential employers which will locate or establish businesses within the BCC
650 SMA/AP Project.
Section 14. Local Development Permits.
(a) The Development of the BCC 650 SMA/AP Property in accordance with
the Existing Zoning is contemplated by Developer. The BCC 650 SMA/AP
Project may require additional permits or approvals from the City, County,
State, or Federal government and any divisions thereof. Subject to required
legal process and approvals, the City shall make a good faith effort to take all
reasonable steps to cooperate with and facilitate all such approvals. Such
approvals include, without limitation, the following approvals and permits and
any successor or analogous approvals and permits:
(i) Subdivision plat (including public right-of-way vacation/closure)
or waiver of plat approvals;
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(ii) Covenant in Lieu of Unity of Title, Unity of Title, or Restrictive Covenant
acceptance or the release of existing unities or covenants;
(iii) Building permits;
(iv) Certificates of use;
(v) Certificates of occupancy;
(vi) Stormwater permits;
(vii) DDRI approval, modification, or exemption; and
(viii) Any other official action of the City, County, or any other
government agency having the effect of permitting Development of the
BCC 650 SMA/AP Project.
(b) In the event that the City substantially modifies its land Development
regulations regarding site plan approval procedures, authority to approve any site
plan for a project on the BCC 650 SMA/AP Property shall be vested solely in the
City Manager's designee(s), with the recommendation of the Planning Director
and other departments, as applicable. Any such site plan shall be approved if it
meets the requirements and criteria of the Existing Zoning, the Comprehensive
Plan, and the terms of this Agreement, and is also consistent with Swire's BCC
Agreement.
Section 15. Consistency with Comprehensive Plan. The City finds that Development of the
BCC 650 SMA/AP Property in conformity with the Existing Zoning is consistent with the
Comprehensive Plan. As of the Effective Date, Developer is conducting an extensive analysis
of the Public Facilities available to serve the BCC 650 SMA/AP Project. In the event that
the Existing Zoning or the Comprehensive Plan requires Developer to provide additional
Public Facilities to accommodate the BCC 650 SMA/AP Project, Developer will provide
such Public Facilities consistent with the timing requirements of S ection 163.3180, Florida
Statutes (2017). Developer shall be bound by the City impact fees and assessments in
existence as of the Effective Date of this Agreement.
Section 16. Necessity of Complying with Local Regulations Relative to Development
Permits. Developer and the City agree that the failure of this Agreement to address a
particular permit, condition, fee, term, license, or restriction in effect on the Effective Date shall
not relieve Developer of the necessity of complying with the regulation governing said permitting
requirements, conditions, fees, terms, licenses, or restrictions.
Section 17. Reservation of Development Rights.
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(a) For the term of this Agreement, the City hereby agrees that it shall permit
the Development of the BCC 650 SMA/AP Property in accordance with
the Existing Zoning, the Comprehensive Plan, and this Agreement.
(b) Nothing herein shall prohibit an increase in the density or intensity
of Development permitted on the BCC 650 SMA/AP Property in a manner
consistent with (i) the Existing Zoning or the Comprehensive Plan, (ii)
any zoning change subsequently requested or initiated by Developer in
accordance with applicable provisions of law, or (iii) any zoning change
subsequently enacted by the City.
(c) The expiration or termination of this Agreement shall not be considered a waiver
of, or limitation upon, the rights, including, but not limited to, any claims of
vested rights or equitable estoppel, obtained or held by Developer or its
successors or assigns to continue Development of the BCC 650 SMA/AP
Property in conformity with Existing Zoning and all prior and subsequent
Development permits or Development orders granted by the City concerning this
BCC 650 SMA/AP Project.
Section 18. Annual Review.
(a) Developer shall provide the City on an annual basis a status of the BCC 650
SMA/AP Project in order for the City to conduct an annual review of the
Development. This requirement shall commence twelve (12) months after the
Effective Date. For ease of reference, the City shall accept one (1) single annual
review for the entire Brickell City Centre SAP that satisfies the obligations of
Developer in this Agreement and the requirements in Swire's BCC Agreement.
The annual review shall include a review of the overhead pedestrian connections
between the various blocks of Brickell City Centre, in particular the hours that they
are open to the public.
(b) During its annual review, the City may ask for additional information not
provided by Developer. Any additional information required of Developer
during an annual review shall be limited to that necessary to determine the
extent to which Developer is proceeding in good faith to comply with the terms
of this Agreement.
(c) If the City finds on the basis of competent substantial evidence that Developer has
not proceeded in good faith to comply with the terms of the Agreement, the City
may terminate or amend this Agreement after providing 30 days written notice
to Developer and after a public hearing before the City Commission.
Section 19. Notices.
(a) All notices, demands, and requests which may or are required to be
given hereunder shall, except as otherwise expressly provided, be in writing
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and delivered by personal service or sent by United States Registered or
Certified Mail, return receipt requested, postage prepaid, or by overnight express
delivery, such as Federal Express, to the Parties at the addresses listed below.
Any notice given pursuant to this Agreement shall be deemed given when
received. Any actions required to be taken hereunder which fall on Saturday,
Sunday, or United States legal holidays shall be deemed to be performed timely
when taken on the succeeding day thereafter which shall not be a Saturday,
Sunday, or legal holiday.
City Manager
City of Miami
3500 Pan American Drive
Miami, FL 33133
To Developer (TOBACCO ROAD
PROPERTY HOLDINGS, LLC, and
2 INDIAN CREEK HOLDINGS LLC):
Attn:
999 Brickell Avenue
Penthouse 1101
Miami, FL 33131
To Developer (BCC ROAD
IMPROVEMENT LLC):
Swire Properties, Inc.
Attn: Kieran Bowers
Three Brickell City Centre
98 SE 7th Street, Suite 601
Miami FL 33131
(b)
With a copy to:
City Attorney
Miami Riverside Center
444 S.W. 2"d Avenue, 9th Floor
Miami, FL 33130
With a copy to:
Attn: Richard Toledo
999 Brickell Avenue
Penthouse 1101
Miami, FL 33131
With a copy to:
Akerman LLP
Attn: Spencer Crowley
Three Brickell City Centre
98 SE 7th Street, Suite 1100
Miami FL 33131
Any party to this Agreement may change its notification address(es) by
providing written notification to the remaining Parties pursuant to the terms and
conditions of this section.
Section 20. Exclusive Venue, Choice of Law, Specific Performance. It is mutually
understood and agreed by the Parties hereto, that this Agreement shall be governed by the
laws of the State of Florida, and any applicable federal law, both as to interpretation and
performance, and that any action at law, suit in equity, or judicial proceedings for the
enforcement of this Agreement or any provision hereof shall be instituted only in the courts of
the State of Florida or federal courts and venue for any such actions shall lie exclusively in
a court of competent jurisdiction in Miami -Dade County. In addition to any other legal
rights, the City and Developer shall each have the right to specific performance of this
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Agreement in court. Each party shall bear its own attorney's fees. Each party waives any defense,
whether asserted by motion or pleading, that the aforementioned courts are an improper or
inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the
aforementioned courts and irrevocably waive any objections to said jurisdiction. The Parties
irrevocably waive any rights to a jury trial.
Section 21. Voluntary Compliance. Developer and the City agree that in the event all or
any part of this Agreement is struck down by judicial proceeding or preempted by
legislative action, Developer and the City shall continue to honor the terms and conditions
of this Agreement to the extent allowed by law.
Section 22. No Oral Change or Termination. This Agreement and the exhibits
and appendices appended hereto and incorporated herein by reference, if any, constitute the
entire Agreement between the Parties with respect to the subject matter hereof. This
Agreement supersedes any prior agreements or understandings between the Parties with
respect to the subject matter hereof, and no change, modification, or discharge hereof in
whole or in part shall be effective unless such change, modification, or discharge is in writing
and signed by the party against whom enforcement of the change, modification, or discharge
is sought and recorded in the public records of the County. This Agreement cannot be changed
or terminated orally.
Section 23. Compliance with Applicable Law. Subject to the terms and conditions of
this Agreement, throughout the Term of this Agreement, Developer and the City shall
comply with all applicable federal, state, and local laws, rules, regulations, codes,
ordinances, resolutions, administrative orders, permits, policies and procedures, and orders
that govern or relate to the respective Parties' obligations and performance under this
Agreement, all as they may be amended from time to time.
Section 24. Representations; Representatives. Each party represents to the other that
this Agreement has been duly authorized, delivered, and executed by such party and
constitutes the legal, valid, and binding obligation of such party, enforceable in accordance
with its terms.
Section 25. No Exclusive Remedies. No remedy or election given by any provision in this
Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the
remedies granted hereunder upon a default of the other party shall be cumulative and in
addition to all other remedies at law or equity arising from such event of default, except where
otherwise expressly provided.
Section 26. Failure to Exercise Rights not a Waiver; Waiver Provisions. The failure by either
party to promptly exercise any right arising hereunder shall not constitute a waiver of such right
unless otherwise expressly provided herein. No waiver or breach of any provision of this
Agreement shall constitute a waiver of any subsequent breach of the same or any other provision
hereof, and no waiver shall be effective unless made in writing.
Section 27. Events of Default.
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(a) Developer shall be in default under this Agreement if Developer fails to perform or
breaches any term, covenant, or condition of this Agreement which is not cured
within thirty (30) days after receipt of written notice from the City specifying the
nature of such breach; provided, however, that if such breach cannot reasonably be
cured within thirty (30) days, then Developer shall not be in default if it commences
to cure such breach within said thirty (30) day period and diligently prosecutes such
cure to completion.
(b) The City shall be in default under this Agreement if the City fails to perform or
breaches any term, covenant, or condition of this Agreement and such failure is not
cured within thirty (30) days after receipt of written notice from a Developer
specifying the nature of such breach; provided, however, that if such breach cannot
reasonably be cured within thirty (30) days, the City shall not be in default if it
commences to cure such breach within said thirty (30) day period and diligently
prosecutes such cure to completion.
(c)
It shall not be a default under this Agreement if either party is declared bankrupt by
a court of competent jurisdiction. All rights and obligations in this Agreement shall
survive such bankruptcy of either party. The Parties hereby forfeit any right to
terminate this Agreement upon the bankruptcy of the other party. This section does
not absolve Developer of any of its obligations pursuant to the City Code should it
declare bankruptcy, including but not limited to ensuring that all construction sites,
buildings, structures, and excavation sites are safe.
(d) The default of a successor or assignee of any portion of Developer's rights
hereunder shall not be deemed a breach by the original Developer.
Section 28. Remedies Upon Default.
(a) Neither party may terminate this Agreement upon the default of the other party, but
shall have all of the remedies enumerated herein.
(b) Upon the occurrence of a default by a party to this Agreement not cured within the
applicable grace period, Developer and the City agree that any party may seek
specific performance of this Agreement, and that seeking specific performance
shall not waive any right of such party to also seek monetary damages, injunctive
relief, or any other relief other than termination of this Agreement. Each party shall
bear its own attorney's fees in any such action.
Section 29. Severability. If any term or provision of this Agreement or the application thereof
to any person or circumstance shall, to any extent, hereafter be determined to be invalid or
unenforceable, the remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable shall not
be affected thereby and shall continue in full force and effect.
Section 30. Assignment and Transfer. This Agreement shall be binding on Developer and its
heirs, successors, and assigns, including the successor to or assignee of any property interest in the
BCC 650 SMA/AP Property ("BCC 650 SMA/AP Property Interest"). Developer, at its sole
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discretion, may assign, in whole or in part, this Agreement or any of its rights and obligations
hereunder, or may extend the benefits of this Agreement, to any holder of a BCC 650 SMA/AP
Property Interest without the prior written consent or any other approval of the City. Any such
assignee shall assume all applicable rights and obligations under this Agreement. Any reference
to Developer in this Agreement also applies to any heir, successor, or assignee of Developer.
Section 31. Obligations Surviving Termination Hereof. Notwithstanding and prevailing over
any contrary term or provision contained herein, in the event of any lawful termination of this
Agreement, the following obligations shall survive such termination and continue in full force and
effect until the expiration of a one (1) year term following the earlier of the effective date of such
termination or the expiration of the Term: (i) the exclusive venue and choice of law provisions
contained herein; (ii) rights of any party arising during or attributable to the period prior to
expiration or earlier termination of this Agreement; and (iii) any other term or provision herein
which expressly indicates either that it survives the termination or expiration hereof or is or may
be applicable or effective beyond the expiration or permitted early termination hereof.
Section 32. Lack of Agency Relationship. Nothing contained herein shall be construed as
establishing an agency relationship between the City and Developer and neither Developer nor its
employees, agents, contractors, subsidiaries, divisions, affiliates, or guests shall be deemed agents,
instrumentalities, employees, or contractors of the City for any purpose hereunder, and the City,
its contractors, agents, and employees shall not be deemed contractors, agents, or employees of
Developer or its subsidiaries, divisions, or affiliates.
Section 33. Cooperation; Expedited Permitting; and Time is of the Essence.
(a) The Parties agree to cooperate with each other to the full extent practicable pursuant
to the terms and conditions of this Agreement. The Parties agree that time is of the
essence in all aspects of their respective and mutual responsibilities pursuant to this
Agreement. The City shall use its best efforts to expedite the permitting and
approval process in an effort to assist Developer in achieving its Development and
construction milestones. The City will accommodate requests from Developer's
general contractor and subcontractors for review of phased or multiple permitting
packages, such as those for excavation, site work and foundations, building shell,
core, and interiors. In addition, the City Manager will designate an individual who
will have a primary (though not exclusive) duty to serve as the City's point of
contact and liaison with Developer in order to facilitate expediting the processing
and issuance of all permit and license applications and approvals across all of the
various departments and offices of the City which have the authority or right to
review and approve all applications for such permits and licenses.
(b) Notwithstanding the foregoing, the City shall not be obligated to issue any permit
to the extent Developer does not comply with the applicable requirements of the
Existing Zoning, the Comprehensive Plan, this Agreement, applicable building
codes, and any other statute, ordinance, rule, or regulation.
Section 34. Enforcement.
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(a) In the event that Developer, its successors, or assigns fails to act in accordance with
the terms of the Existing Zoning or this Agreement, the City shall seek enforcement
of said violation upon the subject BCC 650 SMA/AP Property.
(b) Enforcement of this Agreement shall be by action against any Parties or person
violating, or attempting to violate, any covenants set forth in this Agreement.
This enforcement provision shall be in addition to any other remedies available at
law, in equity, or both.
Section 35. Amendment or Termination by Mutual Consent. This Agreement may not be
amended or terminated during its Term except by mutual written agreement of Developer and the
City. Prior to any amendment or termination of this Agreement during its Term, the City shall
hold two (2) public hearings before the City Commission to consider and deliberate such
amendment or termination. Any amendment or termination shall be recorded in the public records
of the County at Developer's sole cost.
Section 36. Third Party Defense. The City and Developer shall each, at their own cost and
expense, vigorously defend any claims, suits, or demands brought against them by third parties
challenging the Agreement or the BCC 650 SMA/AP Project, or objecting to any aspect thereof,
including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida
Statutes (2010), (ii) a petition for writ of certiorari, (iii) an action for declaratory judgment, or (iv)
any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). The City
and Developer shall promptly give the other written notice of any such action, including those that
are pending or threatened, and all responses, filings, and pleadings with respect thereto.
Section 37. No Conflict of Interest. Developer agrees to comply with Section 2-612 of the City
Code as of the Effective Date, with respect to conflicts of interest.
Section 38. No Third -Party Beneficiary. No persons or entities other than Developer and the
City, their heirs, permitted successors, and assigns, shall have any rights whatsoever under this
Agreement.
Section 39. Counterparts. This Agreement may be executed in two (2) or more counterparts,
each of which shall constitute an original but all of which, when taken together, shall constitute
one and the same agreement.
Section 40. Abutting Property Owners. The City and Developer have a mutual interest in
ensuring that construction of the BCC 650 SMA/AP Project proceeds in a manner which is
respectful of and sensitive to owners of property abutting the BCC 650 SMA/AP Project
("Abutting Owners"). In recognition of this concern, during construction of the BCC 650 SMA/AP
Project, Developer agrees to ensure that Abutting Owners are compensated for any actual damages
which directly result from accidental loss of utility service caused by Developer, its contractors,
or subcontractors.
Section 41. Status. Upon request from time to time by Developer, or its successor, assigns, or
any mortgagee of Developer, its successor, or assign, the City shall deliver to such requesting party
a letter (in recordable form, if requested) stating whether the obligations of Developer or its
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successor or assign under this Agreement are current and in good standing or have been satisfied.
In the event Developer or its successor or assign is not current in its obligations or such obligations
are not satisfied, said letter shall state the particular manner in which such person's obligations
under this Agreement are not current and in good standing or have not yet been satisfied.
Section 42, Estoppel. Within ninety (90) days of receipt of written request from a Developer
party, the City Manager or his designee, on behalf of the City, shall execute an estoppel certificate
or similar document, in form and substance reasonably acceptable to the City Attorney, affirming
Developer's compliance with the conditions set forth in the Agreement. Should the City fail to
execute the requested estoppel certificate within the aforementioned time period, the City's non -
response shall be presumed to indicate Developer's compliance with the terms of the Agreement.
NOW, WHEREOF, the City and Developer have caused this Agreement to be duly
executed.
[Signature blocks for City and Developer on next pages]
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Signed, witnessed, executed and acknowledged this day of , 2019.
Witnessed by: THE CITY OF MIAMI,
a Florida municipal corporation
Printed:
Printed:
STATE OF
COUNTY OF
) ss:
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of
2019 by , the of THE CITY OF
MIAMI, a Florida municipal corporation. He/She is personally known to me or presented
as identification and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STAMP Print Name
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Signed, witnessed, executed and acknowledged this day of , 2019.
Witnessed by: TOBACCO ROAD PROPERTY HOLDINGS, LLC,
a Florida limited liability company
Printed:
Printed:
STATE OF
COUNTY OF
) ss:
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of
2018 by , the of TOBACCO ROAD
PROPERTY HOLDINGS, LLC, a Florida limited liability company. He/She is personally
known to me or presented as identification and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STAMP Print Name
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Signed, witnessed, executed and acknowledged this day of , 2019.
Witnessed by: 2 INDIAN CREEK HOLDINGS, LLC
a Florida limited liability company
Printed:
Printed:
STATE OF
COUNTY OF
) ss:
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of
2018 by , the of 2 INDIAN
CREEK HOLDINGS, LLC, a Florida limited liability company. He/She is personally known to
me or presented as identification and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STAMP Print Name
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Signed, witnessed, executed and acknowledged this day of , 2019.
Witnessed by: BCC ROAD IMPROVEMENT LLC,
a Florida limited liability company
Printed:
Printed:
STATE OF
COUNTY OF
) ss:
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of
2018 by , the of BCC ROAD
IMPROVEMENT LLC, a Florida limited liability company. He/She is personally known to me
or presented as identification and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STAMP Print Name
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Exhibit "A"
BCC 650 SMA Property Legal Description:
Parcel 1:
A portion of Lot 18, in Block 38-A, AMENDED PLAT OF BLOCK 38-A AND THE
NORTH HALF OF BLOCK 53-S, CITY OF MIAMI, according to the Plat thereof, as
recorded in Plat Book 1 at Page 74 of the Public Records of Miami Dade County, Florida,
more particularly described as follows:
Beginning at the Southeast corner of said Lot 18, run South 87°37'17" West, along the
South line of said Lot 18, for a distance of 50.01 feet to the Southwest comer of said Lot
18; thence run North 02° 16'37" West, along the West line of said Lot 18 for a distance of
90.55 feet to a point; thence run North 55° 10'03" East for a distance of 18.32 feet to a point
of curve; thence run Northeasterly along the arc of a circular curve, concave to the
Southeast, having a radius of 2856.29 feet, through a central angle of 00°49'08", for an arc
distance of 40.83 feet to a point on the east line of said Lot 18; thence run South 02°16'38"
East, along the East line of said Lot 18, for a distance of 122.05 feet to the Point of
Beginning
Parcel 2:
All of Lots 19, 20 and 21, Block 38-A of AMENDED PLAT OF BLOCK 38-A AND THE
NORTH HALF OF BLOCK 53-S, CITY OF MIAMI, according to the Plat thereof, as
recorded in Plat Book 1 at Page 74, of the Public Records of Miami Dade County, Florida.
LESS AND EXCEPTING THEREFROM the following portion thereof, to wit:
Commence at the Southwest corner of said Lot 19; thence run North 02° 16'38" West, along
the West line of said Lot 19, for a distance of 122.05 feet to the Point of Beginning of the
herein described parcel; thence continue to run North 02°16'38" West, along the West line
of said Lot 19, for a distance of 27.72 feet to the Northwest corner thereof; thence run
North 87°37'22" East, along the north line of said Lot 19 and 20, for a distance of 53.56
feet; thence run South 60°17'00" West for a distance of 60.35 feet to the Point of Beginning
Parcel 3:
Lots 22 and 23 and the South 1/2 of Lot 24, in Block 38-A of AMENDED PLAT OF
BLOCK 38-A AND THE NORTH HALF OF BLOCK 53-S, CITY OF MIAMI, according
to the Plat thereof, as recorded in Plat Book 1 at Page 74, of the Public Records of Miami
Dade County, Florida.
Parcel 4:
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The North'/2 of Lot 24 in Block 38-A of AMENDED PLAT OF BLOCK 38-A AND THE
NORTH HALF OF BLOCK 53-S, CITY OF MIAMI, according to the Plat thereof, as
recorded in Plat Book 1 at Page 74, of the Public Records of Miami Dade County, Florida.
Parcel 5:
Lot 1, Block 38-A, OF AMENDED PLAT OF BLOCK 38-A AND THE NORTH HALF
OF BLOCK 53-S, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat
Book 1 at Page 74, of the Public Records of Miami Dade County, Florida.
Parcel 6:
Tract "A", of 602 COMPLEX, according to the Plat thereof, as recorded in Plat Book 139,
at Page 41, of the Public Records of Miami -Dade, Florida.
BCC AP Property Legal Description:
Lot 6, in Block 38A, of AMENDED PLAT OF BLOCK 38A AND THE NORTH HALF
OF BLOCK 53S, MAP OF MIAMI CO. FLA, according to the Plat thereof, as recorded in
Plat Book 1, at Page 74, Public Records of Miami -Dade County, Florida, LESS that certain
Right of Way for Bridge as recorded in Official Records Book 11897, Page 1864 and in
Official Records Book 11913, Page 509, of the Public Records of Miami -Dade County,
Florida
AND
Tract "B" of 602 COMPLEX, according to the Plat thereof, as recorded in Plat Book 139,
Page 41, of the Public Records of Miami -Dade, Florida.
AND
Lot 4, Block E, SOUTH CITY OF MIAMI, according to the Plat thereof, as recorded in
Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida.
AND
Begin at the Southwest corner of Lot 1, Block E, of SOUTH CITY OF MIAMI, according
to the Plat thereof, recorded in Plat Book B, Page 41, thence East 50 feet, thence North 100
feet to the North line of Lot 2 of said Block E South, thence run West 14.15 feet to the East
line of S.W. Miami Avenue Road; thence Southwesterly along S.W. Miami Avenue Road
45.96 feet to the Northeast corner of Lot 4 of said Block E South; thence South along the
East line of Lot 4, Block E South, 71.31 feet more or less to the place of Point of Beginning;
same being the West 50 feet of Lot 1 and the West fractional part of Lot 2, Block E of
SOUTH CITY OF MIAMI, Plat Book B, Page 41, Public Records of Miami -Dade County,
Florida.
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AND
A portion of Lots 1, 2, and 3, of Block E S, MAP OF MIAMI, according to the plat thereof
as recorded in Plat Book B and Page 41, of the Public Records of Miami -Dade County,
Florida, being more particularly described as follows:
Commence at the Southwest Corner of Lot 4, of said Block E S; thence N48°58'24"E along
the Southeasterly Right -of -Way Line of S.W. Miami Avenue Road for a distance of 160.14
feet to the Southwest Corner of said Lot 3; said point also being the POINT OF
BEGINNING of the hereinafter described Parcel of land: thence N48°58'24"E continuing
along said Right -of -Way Line for a distance of 49.43 feet to a point of curvature with a
circular curve concave Southeasterly; thence Northeasterly to the right along the arc of said
curve having for its elements a Radius of 25.00 feet, through a central angle of 23°38'04"
for an arc distance of 10.31 feet to a point of tangency; thence N72°36'28"E for a distance
of 9.39 feet to a point of intersection with the "Limits of Construction Line" as shown on
the Dade County Public Works Department Right -of -Way Map Section No. 87513-2644
dated March 1981, Revised January 1983; thence S02°16'45"E along said "Limits of
Construction Line" for a distance of 13.68 feet to a point of curvature convave Westerly;
thence continuing along said "Limits of Construction Line" Southwesterly to the right
along the arc of said curve having for its elements a Radius of 250.25 feet, through a central
angle of 29°47'13" for an arc distance of 130.10 feet to a point of intersection with the
South line of said Lot 1 being non -tangent to the aforementioned curve; thence
S87°37'19"W along the South Line of said Lot 1 also being the North Right -of -Way line
of SW 6th Street, for a distance of 9.50 feet; thence NO2°17'41"W along the East line of
the West 50.00 feet of said Lots 1 and 2 for a distance of 100.01 feet to a point of
intersection with the South line of said Lot 3; thence S87°37'19"W along said South line
for a distance of 14.15 feet to the POINT OF BEGINNING.
AND
A portion of Southwest 6th Street being more particularly described as follows:
Begin at the Northwest corner of Lot 6 in Block 38A of AMENDED PLAT OF BLOCK
38A AND THE NORTH HALF OF BLOCK 53S, according to the Plat thereof, as recorded
in Plat Book 1 at Page 74, of the Public Records of Miami -Dade County, Florida; thence
North 87°37'27" East along the North line of said Lot 6, also being the South Right Of Way
line of said Southwest 6th Street, also being the North line of Tract "B" of 602 COMPLEX,
according to the Plat thereof, as recorded in Plat Book 139 at Page 41 of said Public
Records for 180.37 feet to the Northeast corner of said Tract "B", said corner lying and
being on the Northwesterly Limited Access Right Of Way Line and a point on a circular
curve, concave to the Northwest and whose radius point bears North 50°56'14" West;
thence Northeasterly along said Limited Access Right Of Way Line and being a 255.25
foot radius curve, leading to the left, through a central angle of 07°05' 10" for an arc distance
of 31.57 feet to a point on a non -tangent line; thence North 28°54'02" East along said
Limited Access Right Of Way line for 19.13 feet to a point on a circular curve, concave to
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the Northwest; thence Northeasterly along said Limited Access Right Of Way Line and
being a 254.75 foot radius curve, leading to the left, through a central angle of 02°16'35"
for an arc distance of 10.12 feet to a point on the North Right Of Way line of Southwest
6th Street; thence South 87°37'27" West along the South line of Lot 1 and Lot 4 of BLOCK
E S, of MAP OF MIAMI, according to the Plat thereof, as recorded in Plat Book B at Page
41, of said Public Records and said North Right Of Way Line for 153.71 feet to a point on
the Southeasterly Right Of Way line of Southwest Miami Avenue Road, also being the
Southwest corner of Lot 4; thence South 48°18'26" West for 78.91 feet to the Point of
Beginning
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Exhibit "B"
[to be provided]
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This instrument Prepared by and
after Recording Return To:
T. Spencer Crowley, Esq.
Akerman LLP
98 SE 7th Street, Suite 1100
Miami, FL 33131
DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF MIAMI, FLORIDA AND TOBACC
ROAD PROPERTY HOLDINGS, LLC, BCC RO D
IMPROVEMENT LLC, 2 INDIAN C. , EK
HOLDINGS, LLC, REGARDING DEVELOP ENT
OF CERTAIN PARCELS OF THE BRICKE ; ` CITY
CENTRE PROJECT
THIS DEVELOPMENT AGREEMENT is entered th'
20 , and effective as of the day of
TOBACCO ROAD PROPERTY HOLDINGS, LLC, B
and 2 INDIAN CREEK HOLDINGS, LLC, all bein
(together known as "Developer"), and the CITY
corporation and a political subdivision of the State o
together referred to as the "Parties").
day of
, 20 , by and between
C ROAD IMPROVEMENT LLC,
Florida limited liability companies
F MIAMI, FLORIDA, a municipal
Florida ("City") (Developer and the City
WITNESETH:
WHEREAS, Brickell City Centre project LLC and 700 Brickell City Centre LLC
(collectively, "Swire") held fee simple ti e to approximately nine (9) acres of property in the
Brickell area of downtown Miami ("Or', final BCC Property"); and
WHEREAS, the Original Bl' C Property spanned four (4) city blocks and was more
specifically located south of the iami River, west of Brickell Avenue, north of SW 8th
Street, and east of SW 1st Aven e, located between two (2) mass transit lines; and
WHEREAS, the Or'._inal BCC Property was underutilized in that it predominantly
consisted of vacant, undo; eloped lots secured by chain link fencing, and the status of the
Original BCC Property as inconsistent with the City's vision to develop a world class
downtown, and City w',= ed to encourage redevelopment of the Original BCC Property; and
WIIEREA;,, Swire wished to redevelop the Original BCC Property as a higher
density, mixed-t, ..e, pedestrian -oriented, urban development known as Brickell City Centre
which would provide much needed retail for the Brickell and Downtown area of Miami, and
maximize effi;'ency and design through construction of two (2) levels of underground parking
("Brickell Ca' y Centre"); and
HEREAS, a process exists within the City's zoning code ("Miami 21"), known as
a "Spe ial Area Plan" or "SAP," which allows parcels of more than nine (9) abutting acres to
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be master planned to allow greater integration of public improvements and infrastructur- and
greater flexibility so as to result in higher or specialized quality building and streetscape resign;
and
WHEREAS, on July 28, 2011, the City approved an SAP for Brickell city Centre,
pursuant to Ordinance No. 13279 ("Brickell City Centre SAP"); and
WHEREAS, Miami 21 requires development within an SAP to governed by a
Development Agreement between the property owner and the City; and
WHEREAS, on October 24, 2011, Swire recorded a Development Agreement for
Brickell City Centre, at Official Records Book 27868, Page 4664 r f the Public Records of
Miami -Dade County, Florida; and
WHEREAS, on March 28, 2013, the City approved an endment to the Brickell City
Centre SAP to include an additional city block known as "N2,"'and also approved an Amended
and Restated Development Agreement for Brickell City Centre to encompass this area,
recorded on April 7, 2014 at Official Records Book 2909-:, Page 3241 of the Public Records
of Miami -Dade County, Florida; and
WHEREAS, on March 27, 2014, the City approved a second amendment to the
Brickell City Centre SAP to include an additionality block known as "One BCC," and also
approved a Second Amended and Restated Dev-, opment Agreement for Brickell City Centre
to encompass this area, recorded on September 18, 2014 at Official Records Book 29314,
Page 0825 of the Public Records of Jiami-Dade County, Florida ("Swire's BCC
Agreement"); and
WHEREAS, Swire has built-ou, hase 1 of Brickell City Centre on the Original BCC
Property, pursuant to Swire's BCC Agreement and the Brickell City Centre SAP; and
WHEREAS, Developer o ns certain real property located between SW 7t1i Street and
SW Miami Avenue Road lyin_, west of South Miami Avenue (northbound), consisting of
approximately 104,287 sq. ft. .39 acres) of land ("BCC 650 SMA/AP Property"), as is more
particularly described on Exribit "A" attached hereto; and
WHEREAS, the ity and Developer wish to integrate the BCC 650 SMA/AP Property
into the Brickell Centre. SAP, to further redevelop underutilized property directly abutting the
existing Brickell City Centre project into a single cohesive higher density, mixed -use, pedestrian -
oriented, urban dove: .pment ("BCC 650 SMA/AP Project"); and
WHEREAS, the City and Developer wish for development of the BCC 650
SMA/AP Pro erty to proceed substantially in accordance with the Brickell City Centre SAP
Regulating P'an and Design Guidelines, as adopted on January 24, 2019, and kept on file with
the City (" egulating Plan and Design Guidelines"); and
FI NO, 5090 - Exhibit A SUB
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WHEREAS, the BCC 650 SMA/AP Property is designated Restricted Com ercial,
with an Urban Central Business District overlay, in the Miami Compr ensive.
Neighborhood Plan ("Comprehensive Plan"); and
WHEREAS, the City and Developer wish for development of the BC 650 SMA/AP
Project to proceed in a manner which is consistent with the Comprehensive P=an; and
WHEREAS, the BCC 650 SMA/AP Project is located in the Dow town Development
of Regional Impact ("DDRI"); and
WHEREAS, as of the Effective Date, the DDRI has sufficie development capacity to
accommodate the BCC 650 SMA/AP Project and Developer 1 s reserved such capacity
through appropriate means with the City; and
WHEREAS, the lack of certainty in the approval of de elopment can result in a waste of
economic and land resources, discourage sound capital imp; ovement planning and financing,
escalate the cost of housing and development, and discou age commitment to comprehensive
planning; and
WHEREAS, assurance to a developer that it ` ay proceed in accordance with existing
laws and policies, subject to the conditions of a development agreement, strengthens the public
planning process, encourages sound capital im!'ovelnent planning and financing, assists in
assuring there are adequate capital faciliti- " for the development, encourages private
participation in comprehensive planning, and r educes the economic costs of development; and
WHEREAS, the City Commiss'an, pursuant to Ordinance No. 13825 adopted on
January 24, 2019, has authorized the Ci;` Manager to execute this Agreement upon the terms
and conditions as set forth below; and
NOW THEREFORE, i 'consideration of the mutual covenants and agreements
hereinafter contained, the Parties ' utually agree and bind themselves as set forth herein:
Section 1. Consideration.' The Parties hereby agree that the consideration and
obligations recited and pro ided for under this Agreement constitute substantial benefits to
both Parties and thus adec. ate consideration for this Agreement.
Section 2. Rules o '' e • al Construction.
For all purposes of ` e Agreement, unless otherwise expressly provided:
(a)
A defi d term has the meaning assigned to it;
(b) Worris in the singular include the plural, and words in the plural include the singular;
(c)
pronoun in one gender includes and applies to other genders as well;
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(d) The terms "hereunder", "herein", "hereof", "hereto", and such similar terms shall r-'er
to the instant Agreement in its entirety and not to individual sections or articles;
(e) The Parties hereto agree that this Agreement shall not be more strictly construeagainst
either the City or Developer, as all Parties are drafters of this Agreement; an
(f) The recitals are true and correct and are incorporated into and made a part of this
Agreement. The attached exhibits shall be deemed adopted and into .: orated into the
Agreement; provided, however, that this Agreement shall be deem.efs to control in the
event of a conflict between the exhibits and this Agreement.
Section 3. Definitions. Capitalized terms which are not specific y defined herein
shall have the meaning given in Miami 21.
"Agreement" means this Development Agreement e, tween the City of Miami,
Florida and Tobacco Road Property Holdings, LLC, . CC Road Improvement LLC,
and 2 Indian Creek Holdings, LLC, Regarding Deve opment of Certain Parcels of the
Brickell City Centre Project.
"City" means the City of Miami, a muxicipal corporation and a political
subdivision of the State of Florida, d all departments, agencies, and
instrumentalities subject to the jurisdiction ereof.
"Comprehensive Plan" means the omprehensive plan known as the Miami
• Comprehensive Neighborhood Plan, a opted by the City pursuant to Chapter 163, Florida
Statutes (2017), meeting the requ •ements of Section 163.3177, Florida Statutes
(2017), Section 163.3178, F1s'ida Statutes (2017), and Section 163,3221(2),
Florida Statutes (2017), which isn effect as of the Effective Date.
"County" means Miami-D de County, a political subdivision of the State of Florida.
"Development" means e carrying out of any building activity or mining operation,
the making of any ma;• rial change in the use or appearance of any structure or land,
or the dividing of la ;' into three (3) or more parcels and such other activities described
in Section 163.316+ (14), Florida Statutes (2017).
"Effective Da e" means Janaury,24, 2019, the date on which the City Commission
authorized t . City Manager to execute this Agreement.
"Existin Zoning" means the zoning designation and regulations of the Miami 21
Code, City Charter, and City Code in effect as of January 24, 2019, which comprise
the e';' ective land development regulations governing development of the BCC 650
S l /AP Property as of the date of recordation of the Agreement.
Land" means the earth, water, and air above, below, or on the surface and includes
any improvements or structures customarily regarded as land.
,ILE NO, 5090 - Exhibit A SUB
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"Laws" mean all ordinances, resolutions, regulations, comprehensive pia land
development regulations, and rules adopted by a local, state, or federal go ernment
affecting the development of land.
"Public Facilities" means major capital improvements, including, but > of limited to,
transportation, sanitary sewer, solid waste, drainage, potable w.; er, educational,
parks and recreational, streets, parking, and health systems and facilities.
Section 4. Purpose. The purpose of this Agreement is for tie City to authorize
Developer to develop the BCC 650 SMA/AP Project pursuant to e Brickell City Centre
SAP. This Agreement will establish, as of the Effective Date o , this Agreement, the land
development regulations including the Existing Zoning, the Regulating Plan, and Design
Guidelines, which together will govern Development of the C 650 SMA/AP Project on
the BCC 650 SMA/AP Property, thereby providing the Partie ith additional certainty during
the Development process. This Agreement also satisfies Se .'ion 3.9.1.f., Miami 21,
Section 5. Intent. Developer and the City i Fend for this Agreement to be
construed and implemented so as to effectuate the purpose of the Brickell City Centre SAP,
this Agreement, the Comprehensive Plan a. d the Florida Local Government
Development Agreement Act, Sections 163.3220 163.3243, Florida Statutes (2017).
Section 6. Applicability. This Agreement only applies to the BCC 650 SMA/AP Project,
The other components of Brickell City Centr shall remain subject to Swire's BCC Agreement,
and this Agreement shall have no effect on.wire's BCC Agreement or the rights of the parties
contained therein.
Section 7. Term of A ' reement ffective Date and Binding Effect. This Agreement
shall have a term of the earlier of ; irty (30) years from the Effective Date or the expiration
or termination of Swire's BCC greement. The Developer shall record this Agreement in
the public records of Miami-D de County and file it with the City Clerk. The tei n of this
Agreement may be extended. "sy mutual consent of the Parties subject to a public hearing,
pursuant to Section 163.32 , Florida Statutes (2018). This Agreement shall become effective
on the Effective Date and all constitute a covenant running with the land that shall be binding
upon, and inure to, thr benefit of the Parties, their successors, assigns, heirs, legal
representatives, and personal representatives.
Section S. Pe itted Develo ment Uses and Building Intensities.
(a) rickell City Centre SAP Designation. The City has designated the BCC 650
SMA/AP Property as part of the Brickell City Centre SAP on the official Zoning
Atlas of the City, pursuant to the applicable procedures in Miami 21. The
Regulating Plan and Design Guidelines as contained in Ordinance No.
13 824, adopted Janaury 24, 2019. In approving the Brickell City Centre
SAP, the City has determined that the uses, intensities, and densities of
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Development permitted thereunder are consistent with the Comprehen ve
Plan and the Existing Zoning.
Density, Intensity, Uses, and Building Heights.
(i)
As of the Effective Date and pursuant to the overall density ;imitations in
the Brickell City Centre SAP, the density proposed for the BCC 650
SMA/AP Property shall not exceed 420 units per acre, Y nd the intensity
proposed for the BCC 650 SMA/AP Property is mea .'ired by an above-
ground Floor Lot Ratio which shall not exceed 27.0.
(ii) The non-residential Development permitted on e BCC 650 SMA/AP
Property includes, but is not limited to, the follwing uses: office, hotel,
retail, entertainment, medical office, acada nic space, and any other
uses permitted by the Existing Zoning.
(iii) As of the Effective Date and pursuant to he Brickell City Centre SAP, the
maximum heights above mean sea ley T" for the BCC 650 SMA/AP Project
are as follows:
• 851 feet for all blocks;
• 129 feet for all Pedestals.
(iv) Nothing herein shall pro it Developer from requesting an increase in
the density or intensit ,' of Development permitted on the BCC 650
SMA/AP Property, as long as such increase in density or intensity is
consistent with the , mprehensive Plan, Existing Zoning, the SAP, and
this Agreement as ;%exists on the Effective Date.
(v) The BCC 650 .' A/AP Project is eligible for bonus height and Floor Lot
Ratio benefit:=, as set forth in the Regulating Plan, due to certain public
benefits th. the buildings provide. These public benefits are in addition
to the req/rements delineated in the Regulating Plan, Design Guidelines,
and Se , ion 3.9 of Miami 21, The Brickell City Centre SAP public
benef s for the BCC 650 SMA/AP Project, as defined in the Regulating
Pla , are:
Pedestrian mobility, safety, and aesthetic enhancements around and
under the South Miami Avenue elevated roadway span that facilitate
access to the Miami River Greenway;
• Construction of a temporary and then a permanent fire station for
the City on the Brickell City Centre "N2" block in the following
manner:
o For the temporary fire station consist of, at a minimum:
1. A 24' by 60' trailer, parking for 8 vehicles;
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2. A protective awning of approximately 40' by 20 `wi ' 11' of
clearance to protect Fire -Rescue apparatus;
3. An 8' by 16' storage shed;
4. Adequate lighting;
5. A motorized gate and fencing;
6. A 1500 gallon septic tank system; and
7. Appropriate furniture for the trailer.
o All temporary fire station improvements areo meet the technical
and logistical requirements of the Departs , nt of Fire -Rescue.
o For the permanent fire station, it shall be hat fire station required
by the "Public Benefits Agreement for re Station" dated October
10, 2016 between the City of Mia and Brickell- City Centre
Project, LLC,
• Monetary contribution of six hund
to the Underline project, provide
be considered a public benefit
for future payments, will be s
within the City, with proof t
a manner acceptable to the
as described in Section
• Monetary contribution
permit for the BCC
($1,000,000) with
equally allocated
through the An
City's Affoi
commissioi
• Public ac
during t
furnis
grad
d thousand dollars ($600,000)
that said contribution shall only
the extent it has been spent (and
ent) on that portion of the Underline
ereof to be furnished by Developer, in
lanning Director, in the Annual Review
of this Agreement; and
o be paid at the issuance of the first building
50 SMA/AP Project, of one million dollars
o hundred thousand dollars ($200,000) to be
o each City commission district to be spent either
Poverty Initiative for that district or placed into the
able Housing Trust Fund earmarked for that
district.
ess to, and operation of, the above -grade connections
e extended hours of 10:00 P.M. to 2:00 A.M., including
ng a minimum of two (2) security guards for the above -
connections at such times.
The to al costs of the public benefits for the BCC 650 SMA/AP Project
are ove and beyond the monetary payment which would be required
uner the Public Benefits Trust Fund regulations of Miami 21 and
apter 62 of the City Code. Thus, Developer shall be entitled to the
aximum height, density, and intensity set forth herein without any
further contributions to the Public Benefits Trust Fund.
(c) vironmental. The City finds that the BCC 650 SMA/AP Project will
onfer a significant net improvement upon the publicly accessible tree canopy
in the area. The City and Developer agree that Developer will comply with the
intent and requirements of Chapter 17 of the City Code. The City agrees to
facilitate the permitting and planting of replacement trees on all publicly -owned
properties in this area.
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Section 9. Archaeology. Because of the BCC 650 SMA/AP Project's locatioi, "in
a high probability archaeological zone, Developer is required to obtain a certificate ;. dig
prior to any ground disturbing activities. As part of the certificate to dig for demolition and
new construction permits, the following terms are hereby acknowledged to be conditions of the
certificates(s) to dig, certificates of appropriateness (as applicable), and building permits or
planning/zoning approvals for the BCC 650 SMA/AP Property. Developer hereby rther assures
the City that Developer will promptly comply with the following conditions,
a) Monitoring. Developer shall complete a full monito- ing archaeological
assessment of the site with the objective of doculnen;' g and/or preserving
all significant archaeological features. Further excavation shall be
conducted as determined by City staff upon revw of the archaeological
monitoring reports.
b) Additional Assessments. If evidence is fou indicating further
archaeological assessments are required, / en Developer shall complete an
expanded archaeological assessment r, the site with the objective of
documenting and/or preserving all significant archaeological features
("Archaeological Assessment"). I ' such a case, the Archaeological
Assessment would include the folwing scope of work ("Field Work"):
i. The initial phase shall involve -systematic additional shovel testing ("Shovel
Testing"). This will provid irther determination of the nature and extent
of the cultural deposits.
ii. Following the Shovel . esting, the fill shall be mechanically removed from
the site area and r the continuous coordination of the contracted
archaeologist, ex sing the top of any cultural deposits associated with
natural soils,
iii. The next ph se shall involve unit excavations within the site area that will
be impact. ` by the proposed building construction (i.e, the area within and
adjacent the proposed building footprint).
iv. All . covered samples will be catalogued and quantified. The results of this
ari ysis will be retained and will be included in the final report.
v.. A written report and site documentation will be provided within thirty (30)
business days following completion of the field work.
vi. The consultant archaeologist shall provide monthly interim reports to the
City of Miami Historic Preservation Board with copies to the Miami -Dade
County Iistoric Preservation Department.
c) Separate Certificates. Developer shall apply for separate certificates to dig for
demolition and new construction, with the understanding that the certificate to dig
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for new construction shall only be reviewed after full archaeological assess Pent of
the demolition has been completed.
d) Documentation, Developer shall provide the consultant archae.,'ogist with
whatever time is reasonably needed in order to fully document th ' site and any
significant features as may be provided for in this Agreement.
e) Significant Features. If a significant feature (to be determinwd by City staff) is
found, then Developer shall make every effort to preserve th feature(s) within the
building design, and revise the design, in accordance with ity and County staffs
recommendations.
f) Notice. Written notice shall be provided by the consu ant archaeologist to the City
of Miami Historic Preservation Office if any significant archaeological deposits or
features are discovered during the Archaeologic ; Assessment or development at
the parcel within forty-eight (48) hours of the d''Ccovery with copies to the Miami -
Dade County Historic Preservation Departme
g)
Human Remains. If human remains are found, then the provisions of Florida Statute
872,05 and other applicable regulations / all apply.
h) Final Report. A final report shall be •repared by the consultant archaeologist and
provided to the City within six (6 . months of completion of the Field Work and
monitoring,
i) Signage. If a significant arch.,- ological site is found, a sign interpreting the parcel's
history and prehistory will e erected on the site at Developer's expense, and said
sign shall be reviewed an approved by the Office of historic Preservation of the
City of Miami.
j)
Artifacts. All recov ed artifacts shall be properly documented and donated to the
History Miami M seum at Developer's expense within eight (8) months of the
issuance of a maer building permit.
k) Tree Relnov, As part of any tree removal, a certificate to dig shall be applied for
and any co' ditions met to be granted the certificate to dig for root/stump removal.
The tree removal process will be documented by a monitoring archaeologist.
Section 10. Conl ctivit and Activit within Public Ri'ht-of Wa
(a) C:nnectivit A critical element to the success of the BCC 650 SMA/AP
roject is above -grade connectivity between blocks and through public rights -of -
way. This connectivity should be encouraged both within the BCC 650
SMA/AP Project and between the BCC 650 SMA/AP Project and other
portions of Brickell City Centre. This connectivity will result in ease of access,
minimized pedestrian and vehicular conflicts, and reduction of the BCC 650
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SMA/AP Project's traffic impacts by permitting internalized traffic circa lation.
In order to activate the above -grade connections, Developer propose ; to locate
commercial activity in this area.
Developer recognizes that such connectivity and commerc
require approval of other governmental agencies such as Mi'
and the Florida Department of Transportation. The
determines that establishing such connectivity and comm
public purpose, and the City agrees to support Developer
authorization to establish such connectivity and commer
The City finds that the authorization of such uses
way will have no adverse effects on the provisio
of air, or increase the adverse effects resultin
and hurricanes. It is further found that the
public rights -of -way shall in no way dimini
or rescue and salvage operations; di
circulation; or adversely impact the adv,
and general welfare within the City. Fo
by the Regulating Plan and Design Gu
City Code, as amended, shall not ap
y,
1 usage may
i-Dade County
City finds and
rcial usage serves a
efforts to obtain any
al usage,
ithin the public rights -of-
f natural light or circulation
from fire, floods, tornadoes,
resence of such uses within the
access for firefighting apparatus
finish traffic, transportation, and
cement of the safety, health, amenity,
those above -grade connections approved
clines, the provisions of Sec. 54-186 of the
(b) Construction of Encroachm-. its within the Public Ri :ht-of Wa . The City finds
that the proposed encroa rnents do not unduly restrict the use of the public
rights -of -way and is a n essary and essential element in the construction of the
pedestrian walkways /'r ove the public rights -of -way. The adoption of this
Agreement shall serge to satisfy the requirements set forth in Sec, 55-14(b) of
the City Code, as at ended.
Further, this ABement shall satisfy the requirements of Sec. 55-14(d) of the City
Code, as am; ded. In consideration for authorizing the construction of the
aforementi% ed encroachments, Developer further covenants to:
Maintain the above -grade pedestrian walkways in accordance with
e Florida Building Code, the City Charter, the City Code, and any other
applicable federal, state, and local statutes, laws, rules, orders, and
regulations.
(ii) Provide an insurance policy, in an amount determined by the
City's Risk Management Department, naming the City as an additional
insured for public liability and property damage. The insurance shall
remain in effect for as long as the encroachment(s) exist in the public
right-of-way. Should Developer fail to continue to provide the insurance
coverage, the City shall have the right to secure a similar insurance policy
ILE NO. 5090 — Exhibit A SUB
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THIS ITEM IS A SUBSTI,TUT{O1
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in its name and place a special assessment lien against all prop Y,,ties
subject to this Agreement for the total cost of the premium.
(iii) Developer shall hold harmless and indemnify th City, its
officials, and its employees from any claims for damaor loss to
property and injury to persons of any nature whatsoever arising out of the
use, construction, maintenance, or removal of the pede Tian walkways
and from and against any claims which may arise out f the granting of
permission for the encroachment or any activity performed under the
terms of this Agreement.
(c) Activity within the Public Right -of -Way. Notwit . tanding the limitations
set forth in Sec. 54-186 of the City Code, as amended, the City shall permit
Food Service Establishment(s) and General Co:' mercial uses, as defined in
Miami 21, in the above -grade pedestrian walk - ays located within the public
right-of-way, following approval by SAP Pe
Section 11. BCC 650 SMA/AP Project Approval.
(a) Future Development Review. Future evelopment on the BCC 650 SMA/AP
Property shall proceed pursuant to a rocess established in the Regulating Plan
and Design Guidelines and shall consistent with the Comprehensive Plan,
this Agreement, Swire's BCC greement, and the Brickell City Centre SAP.
(b) Prohibition on Downzoning.
(c)
(i)
The Comprehensive Plan, this Agreement, and the Brickell City Centre SAP
shall govern Development of the BCC 650 SMA/AP Property for
the Term of e Agreement. The City's laws and policies adopted after
the Effectiv Date may be applied to the BCC 650 SMA/AP Property
only if t determinations required by Section 163.3233(2), Florida
Statutes 017) have been made after thirty (30) clays written notice to
Devel •; '. er and after a public hearing.
(i) Pu uant to Section 163.3233(3), Florida Statutes (2017), this prohibition
o; downzoning supplements, rather than supplants, any rights that may
est to Developer under Florida or Federal law. As a result,
Developer may challenge any subsequently adopted changes to land
Development regulations based on (A) common law principles including,
but not limited to, equitable estoppel and vested rights, or (B) statutory
rights which may accrue by virtue of Chapter 70, Florida Statutes (2017).
Development of Regional Impact.
(i) The City and Developer agree that as of the Effective Date, sufficient
capacity remains under the DDRI to accommodate the BCC 650 SMA/AP
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Project and that Developer has reserved the capacity necessary to devy op
the BCC 650 SMA/AP Project.
(ii) The City agrees that any DRI Development order which the C' y adopts
after the Effective Date and which applies to the BCC 6 t SMA/AP
Property will (A) be consistent with this Agreement anc the Brickell
City Centre SAP and (B) include a Use/Intensity co ersion table to
allow for a reasonable level of flexibility with respect to the mix and
intensity of uses in order to respond to changing 1rarket conditions.
(iii) The City agrees that if the Miami Downtown 1 eveloprnent Authority
("DDA") decides to abandon, terminate, res .'nd, or otherwise render
ineffective the DDRI Development Order, r eveloper shall no longer
be responsible for payment of DDRI fees. urther, if the DDA decides
to abandon, terminate, rescind, or otl rwise render ineffective the
DDRI Development Order, the City agrees to refund any payment of
DDRI fees made by Developer witl twenty four (24) months of the
decision to abandon, terminate, res ' ind, or otherwise render ineffective
the DDRI Development Order.
Section 12. Retail S.ecialt Center Desi_natin and Entertainment S.ecialt District
Designation. Pursuant to Chapter 4 of the Cit Code, each block of the two -block BCC
650 SMA/AP Project is designated as a retail ,=pecialty center and each block is designated as
an entertainment specialty district.
(a) The maximum number of lcohol Service Establishments and Liquor Package
Stores (as defined in Miar i 21) permitted within retail specialty centers located
within the BCC 650 S A/AP Project shall not exceed: four (4) Alcohol Service
Establishments and o (1) Liquor Package Store for the "BCC 650 SMA" block;
two (2) Alcohol Se]. ,%ice Establishments and one (1) Liquor Package Store for the
"BCC AP" block. hese limits are exclusive of any Food Service Establishments
(as defined in M' lni 21) where the sale of alcoholic beverages is entirely incidental
to and in con nction with the principal sale of food (e.g., bona fide, licensed
restaurants . cafes operating with a 2-COP, 4-COP, 4-COP SFS, or equivalent
license), ad any other establishment with an alcoholic beverage license which is
otherwi exempt from distance separation requirements pursuant to Chapter 4-4(h)
of the ity Code (e.g., bona fide, licensed hotel operating with a 4-COP S or
equ' %alent license). However, the maximum number of establishments classified
as ightclubs (as defined by Chapter 4-2 of the City Code) shall not exceed two (2)
er block, unless otherwise approved by an SAP Permit, and the maximum number
of Liquor Package Stores shall not exceed one (1) per block unless otherwise
approved by an SAP Permit.
Notwithstanding anything to the contrary in Chapter 4 of the City Code (including
Section 4-3 thereof), hours of alcohol sale for all Alcohol Service Establishments
and Food Service Establislnnents permitted within retail specialty centers in the
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€ S'E
ORIGINAL C J LB-NN AT THE
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BCC 650 SMA/AP Project shall be Monday — Sunday: 11:00 a.m — 5:00 a.m. or
consumption on -premises, and Monday — Saturday: 9:00 a.m. — 12:00 midnight,
and Sunday: 9:00 a.m. — 7:00 p.m. (with hours automatically extended t 10:00
p.m. on Sundays in December) for consumption off -premises, By Right ( defined
in Miami 21.).
Notwithstanding anything to the contrary contained in Chapter 4 o•• the City Code
(including Sections 4-4 and 4-7 thereof) or Miami 21, the parties further
acknowledge and agree that all (i) Alcohol Service Establi ents (up to the
maximum number authorized herein), (ii) Liquor Packa Stores (up to the
maximum number authorized herein), (iii) Food Service tablishments, and (iv)
other establishments with an alcoholic beverage lieei, e which are otherwise
exempt from distance separation requirements pursuar' to Chapter 4-4(h) of the
City Code shall be permitted By Right (as defined i Miami 21) within the BCC
650 SMA/AP Project, in accordance with Article 4, ' able 3 and Article 6, Table 13
of the Regulating Plan, and shall not require any pecific administrative or public
hearing approval (i.e., no SAP Permit, Waiver, -+arrant or Exception) under Miami
21, the City Code or the Regulating Plan for he establishment or continuation of
such use. Notwithstanding the above, al Alcohol Service Establishments and
Liquor Package Stores on the "BCC AP" flock must be approved by SAP Permit.
(d) Except as otherwise stated herein, n. ithstanding the requirements of Chapter 4
of the City Code, restrictions relat'F g to the maximum number and/or location of
Alcohol Service Establishments c nd Liquor Package Stores, including but not
limited to, required distances frr, churches, residential districts, schools and other
Alcohol Service Establishmis and Liquor Package Stores, whether within or
outside the BCC 650 SM /AP Project, shall not be applicable to any Alcohol
Service Establishment, 1 quor Package Store, or Food Service Establishment
within the BCC 650 S , A/AP Project. In addition, Liquor Package Stores within
the BCC 650 SMA AP Project shall not be limited to the first floor of a
Development.
Section 13. Job Creation. De, eloper shall consult with local and state economic development
entities regarding job traini and job placement services to City residents seeking employment
opportunities with potentir employers which will locate or establish businesses within the BCC
650 SMA/AP Project.
Section 14. Loca. Develo.ment Permits.
(a) T; e Development of the BCC 650 SMA/AP Property in accordance with
e Existing Zoning is contemplated by Developer. The BCC 650 SMA/AP
Project may require additional permits or approvals from the City, County,
State, or Federal government and any divisions thereof. Subject to required
legal process and approvals, the City shall make a good faith effort to take all
reasonable steps to cooperate with and facilitate all such approvals. Such
ILE NO. 5090 — Exhibit A SUB
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approvals include, without limitation, the following approvals and permits and
any successor or analogous approvals and permits:
(i) Subdivision plat (including public right-of-way vacation/closure)
or waiver of plat approvals;
(ii) Covenant in Lieu of Unity of Title, Unity of Title, or Restricti Covenant
acceptance or the release of existing unities or covenants;
(iii) Building permits;
(iv) Certificates of use;
(v) Certificates of occupancy;
(vi) Stormwater permits;
(vii) DDRI approval, modification, or exempt%on; and
(viil) Any other official action of e City, County, or any other
government agency having the - feet of permitting Development of the
BCC 650 SMA/AP Project.
(b) In the event that the City sustantially modifies its land Development
regulations regarding site plan aroval procedures, authority to approve any site
plan for a project on the BCC 50 SMA/AP Property shall be vested solely in the
City Manager's designee(s), ith the recommendation of the Planning Director
and other departments, as applicable. Any such site plan shall be approved if it
meets the requirements nd criteria of the Existing Zoning, the Comprehensive
Plan, and the terms of his Agreement, and is also consistent with Swire's BCC
Agreement.
Section 15. Consistent with f om.rehensive Plan. The City finds that Development of the
BCC 650 SMA/AP Propert,;' in conformity with the Existing Zoning is consistent with the
Comprehensive Plan. As o the Effective Date, Developer is conducting an extensive analysis
of the Public Facilities 'ailable to serve the BCC 650 SMA/AP Project. In the event that
the Existing Zoning c the Comprehensive Plan requires Developer to provide additional
Public Facilities to ecommodate the BCC 650 SMA/AP Project, Developer will provide
such Public Facil'.%"es consistent with the timing requirements of Section 163.3180, Florida
Statutes (2017), Developer shall be bound by the City impact fees and assessments in
existence as o he Effective Date of this Agreement.
Section s. Necessity of Complying with Local Regulations Relative to Development
Permits. Developer and the City agree that the failure of this Agreement to address a
partic - ar permit, condition, fee, term, license, or restriction in effect on the Effective Date shall
ILE NO. 5090 — Exhibit A SUB
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ORIGINAL C l c EEN AT THE
ULD E DOCUMENT.
not relieve Developer of the necessity of complying with the regulation governing said per, itting
requirements, conditions, fees, teriiis, licenses, or restrictions.
Section 17. Reservation of Development Rights.
(a)
For the term of this Agreement, the City hereby agrees tha;'it shall permit
the Development of the BCC 650 SMA/AP Property in ccordance with
the Existing Zoning, the Comprehensive Plan, and this A "cement.
(b) Nothing herein shall prohibit an increase in the density or intensity
of Development permitted on the BCC 650 SMA/ Property in a manner
consistent with (i) the Existing Zoning or the omprehensive Plan, (ii)
any zoning change subsequently requested or initiated by Developer in
accordance with applicable provisions of la > or (iii) any zoning change
subsequently enacted by the City.
(c)
The expiration or termination of this Agree ent shall not be considered a waiver
of, or limitation upon, the rights, includ g, but not limited to, any claims of
vested rights or equitable estoppel, , tained or held by Developer or its
successors or assigns to continue velopment of the BCC 650 SMA/AP
Property in conformity with Exi : ing Zoning and all prior and subsequent
Development permits or Develop ent orders granted by the City concerning this
BCC 650 SMA/AP Project,
Section 18. Annual Review.
(a) Developer shall provide he City on an annual basis a status of the BCC 650
SMA/AP Project in order for the City to conduct an annual review of the
Development. This sequirement shall commence twelve (12) months after the
Effective Date. For ease of reference, the City shall accept one (1) single annual
review for the e re Brickell City Centre SAP that satisfies the obligations of
Developer in th. Agreement and the requirements in Swire's BCC Agreement.
The annual re iew shall include a review of the overhead pedestrian connections
between the arious blocks of Brickell City Centre, in particular the hours that they
are open to the public.
(b) During its annual review, the City may ask for additional information not
prov'ded by Developer. Any additional information required of Developer
during an annual review shall be limited to that necessary to determine the
tent to which Developer is proceeding in good faith to comply with the terms
of this Agreement.
If the City finds on the basis of competent substantial evidence that Developer has
not proceeded in good faith to comply with the terms of the Agreement, the City
may terminate or amend this Agreement after providing 3.0 days written notice
to Developer and after a public hearing before the City Commission.
ILE NO. 5090 - Exhibit A SUB
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Section 19. Notices.
(a)
To the City:
THIS ITEM IS A SUBSTITUTION-,---
ORIGINAL CAN EN —AT THE
EN DOCUMENT,
All notices, demands, and requests which may or are requir
given hereunder shall, except as otherwise expressly provided, b
and delivered by personal service or sent by United States
Certified Mail, return receipt requested, postage prepaid, or by ov
delivery, such as Federal Express, to the Parties at the addre
Any notice given pursuant to this Agreement shall be d
received. Any actions required to be taken hereunder w
Sunday, or United States legal holidays shall be deemed
when taken on the succeeding day thereafter which
Sunday, or legal holiday.
City Manager
City of Miami
3500 Pan American Drive
Miami, FL 33133
To Developer (TOBACCO ROAD
PROPERTY HOLDINGS, LLC, and
2 INDIAN CREEK HOLDINGS LLC):
Attn:
999 Brickell Avenue
Penthouse 1101
Miami, FL 33131
To Developer (BCC ROAD
IMPROVEMENT LLC):
Swire Propeyies, Inc.
Attn: Chri Gandolfo
Three B,'ckell City Centre
98 SE, tip Street, Suite 601
Mia,' i FL 33131
(b)
With a copy to:
d to be
in writing
gistered or
might express
es listed below.
ned given when
h fall on Saturday,
o be performed timely
gall not be a Saturday,
City Attorney
Miami Riverside Center
444 S.W. 2"`t Avenue, 9th Floor
Miami, FL 33130
th a copy to:
Attn: Richard Toledo
999 Brickell Avenue
Penthouse 1101
Miami, FL 33131
With a copy to:
Akerman LLP
Attn: Spencer Crowley
Three Brickell City Centre
98 SE 7th Street, Suite 1100
Miami FL 33131
Any party to this Agreement may change its notification address(es) by
providing written notification to the remaining Parties pursuant to the terms and
conditions of this section.
Sectitfn 20. Exclusive Venue, Choice of Law, Specific Performance. It is mutually
undTrstood and agreed by the Parties hereto, that this Agreement shall be governed by the
la; s of the State of Florida, and any applicable federal law, both as to interpretation and
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performance, and that any action at law, suit in equity, or judicial proceedings for e
enforcement of this Agreement or any provision hereof shall be instituted only in the cot, is of
the State of Florida or federal courts and venue for any such actions shall lie exclus'�� ely in
a court of competent jurisdiction in Miami -Dade County. In addition to any other legal
rights, the City and Developer shall each have the right to specific performance of this
Agreement in court. Each party shall bear its own attorney's fees. Each party waive : any defense,
whether asserted by motion or pleading, that the aforementioned courts are .;,' improper or
inconvenient venue. Moreover, the Parties consent to the personal jut-. ``diction of the
• aforementioned courts and irrevocably waive any objections to said juris.%ction. The Parties
irrevocably waive any rights to a jury trial.
Section 21. Voluntary Compliance. Developer and the City agre-,`that in the event all or
any part of this Agreement is struck down by judicial proc-'ding or preempted by
legislative action, Developer and the City shall continue to honer the terms and conditions
of this Agreement to the extent allowed by law,
Section 22. No Oral Change or Termination. This, Agreement and the exhibits
and appendices appended hereto and incorporated herein -.y reference, if any, constitute the
entire Agreement between the Parties with respect t the subject matter hereof. This
Agreement supersedes any prior agreements or understandings between the Parties with
respect to the subject matter hereof, and no chan, modification, or discharge hereof in
whole or in part shall be effective unless such cha -: e, modification, or discharge is in writing
and signed by the party against whom enforceme;'t of the change, modification, or discharge
is sought and recorded in the public records of te County. This Agreement cannot be changed
or terminated orally.
Section 23. Compliance with A .lica7' e Law. Subject to the terms and conditions of
this Agreement, throughout the Ter , of this Agreement, Developer and the City shall
comply with all applicable federa„ state, and local laws, rules, regulations, codes,
ordinances, resolutions, administr ; ive orders, permits, policies and procedures, and orders
that govern or relate to the respr'ctive Parties' obligations and performance under this
Agreement, all as they may be mended from time to time.
Section 24. Re.resentatiohsRe.resentatives. Each party represents to the other that
this Agreement has bee duly authorized, delivered, and executed by such party and
constitutes the legal, val , and binding obligation of such party, enforceable in accordance
with its terms.
Section 25, No E 'lusive Remedies. No remedy or election given by any provision in this
Agreement shall re deemed exclusive unless expressly so indicated. Wherever possible, the
remedies grant 1 hereunder upon a default of the other party shall be cumulative and in
addition to al other remedies at law or equity arising from such event of default, except where
otherwise e ressly provided.
Section . 6. Failure to Exercise Rights not a Waiver; Waiver Provisions. The failure by either
party ; promptly exercise any right arising hereunder shall not constitute a waiver of such right
F ; B NO. 5090 -Exhibit A SUB
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E - DOCUMENT.
unless otherwise expressly provided herein. No waiver or breach of any provision -.f this
Agreement shall constitute a waiver of any subsequent breach of the same or any other provision
hereof, and no waiver shall be effective unless made in writing.
Section 27. Events of Default,
(a) Developer shall be in default under this Agreement if Developer ails to perform or
breaches any term, covenant, or condition of this Agreemen;'which is not cured
within thirty (30) days after receipt of written notice from t r e City specifying the
nature of such breach; provided, however, that if such bre, h cannot reasonably be
cured within thirty (30) days, then Developer shall not be i1 default if it commences
to cure such breach within said thirty (30) day period a ;• diligently prosecutes such
cure to completion.
(b) The City shall be in default under this Agreemt if the City fails to perform or
breaches any term, covenant, or condition of th' Agreement and such failure is not
cured within thirty (30) days after receipt .+f written notice from a Developer
specifying the nature of such breach; provi , -d, however, that if such breach cannot
reasonably be cured within thirty (30) ys, the City shall not be in default if it
commences to cure such breach withi.'said thirty (30) day period and diligently
prosecutes such cure to completion.
(c) It shall not be a default under this greement if either party is declared bankrupt by
a court of competent jurisdictio All rights and obligations in this Agreement shall
survive such bankruptcy of e' her party, The Parties hereby forfeit any_right to
terminate this Agreement up n the bankruptcy of the other party. This section does
not absolve Developer of y of its obligations pursuant to the City Code should it
declare bankruptcy, inclding but not limited to ensuring that all construction sites,
buildings, structures, f d excavation sites are safe.
(d) The default of a 'uccessor or assignee of any portion of Developer's rights
hereunder shall 1rt be deemed a breach by the original Developer.
Section 28. Remedies U +n Default.
(a) Neither p '-ty may terminate this Agreement upon the default of the other party, but
shall ha e all of the remedies enumerated herein,
(b) Up s.' the occurrence of a default by a party to this Agreement not cured within the
ap;.licable grace period, Developer and the City agree that any party may seek
ecif c performance of this Agreement, and that seeking specific performance
shall not waive any right of such party to also seek monetary damages, injunctive
relief, or any other relief other than termination of this Agreement. Each party shall
bear its own attorney's fees in any such action,
Secti R-` 29. Severability, If any term or provision of this Agreement or the application thereof
to ..'y person or circumstance shall, to any extent, hereafter be determined to be invalid or
ue'nforceable, the remainder of this Agreement or the application of such term or provision to
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persons or circumstances other than those as to which it is held invalid or unenforceable si a `1 not
be affected thereby and shall continue in full force and effect.
Section 30. Assignrnent and Transfer. This Agreement shall be binding on Developer and its
heirs, successors, and assigns, including the successor to or assignee of any property terest in the
BCC 650 SMA/AP Property ("BCC 650 SMA/AP Property Interest"). Devele er, at its sole
discretion, may assign, in whole or in part, this Agreement or any of its righ , .and obligations
hereunder, or may extend the benefits of this Agreement, to any holder of a y CC 650 SMA/AP
Property Interest without the prior written consent or any other approval o the City. Any such
assignee shall assume all applicable rights and obligations under this Agr; ement. Any reference
to Developer in this Agreement also applies to any heir, successor, or assignee of Developer,
Section 31. Obligations Surviving Termination Hereof, Notwitl ,' anding and prevailing over
any contrary term or provision contained herein, in the event of ny lawful termination of this.
Agreement, the following obligations shall survive such termination and continue in full force and
effect until the expiration of a one (1) year term following the earlier of the effective date of such
termination or the expiration of the Term: (i) the exclusive ; enue and choice of law provisions
contained herein; (ii) rights of any party arising during :sr attributable to the period prior to
expiration or earlier termination of this Agreement; and iii) any other term or provision herein
which expressly indicates either that it survives the tern ination or expiration hereof or is or may
be applicable or effective beyond the expiration or p .° nitted early termination hereof,
Section 32. Lack of Agency Relationship, . thing contained herein shall be construed as
establishing an agency relationship between the ity and Developer and neither Developer nor its
employees, agents, contractors, subsidiaries, visions, affiliates, or guests shall be deemed agents,
instrumentalities, employees, or contractor of the City for any purpose hereunder, and the City,
its contractors, agents, and employees sh 1 not be deemed contractors, agents, or employees of
Developer or its subsidiaries, divisions, ;r affiliates,
Section 33• Coo oration• Ex edid Permittin_• and Time is of the Essence.
(a) The Parties agree . cooperate with each other to the ftiill extent practicable pursuant
to the terms an conditions of this Agreement. The Parties agree that time is of the
essence in all ; spects of their respective and mutual responsibilities pursuant to this
Agreement.; The City shall use its best efforts to expedite the permitting and
approval Process in an effort to assist Developer in achieving its Development and
constru ion milestones. The City will accommodate requests from Developer's
gener/' contractor and subcontractors for review of phased or multiple permitting
pac ges, such as those for excavation, site work and foundations, building shell,
ee e, and interiors. In addition, the City Manager will designate an individual who
ill have a primary (though not exclusive) duty to serve as the City's point of
contact and liaison with Developer in order to facilitate expediting the processing
and issuance of all permit and license applications and approvals across all of the
various departments and offices of the City which have the authority or right to
review and approve all applications for such permits and licenses.
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ORIGINAL C N EEN AT THE
, e E DOCUMENT.
(b) Notwithstanding the foregoing, the City shall not be obligated to issue any permit
to the extent Developer does not comply with the applicable requiremen of the
Existing Zoning, the Comprehensive Plan, this Agreement, applicable building
codes, and any other statute, ordinance, rule, or regulation.
Section 34. Enforcement.
(a) In the event that Developer, its successors, or assigns fails to act `n accordance with
the terms of the Existing Zoning or this Agreement, the City s w 11 seek enforcement
of said violation upon the subject BCC 650 SMA/AP Prop-..'ty.
(b) Enforcement of this Agreement shall be by action against any Parties or person
violating, or attempting to violate, any covenants set frth in this Agreement.
(c) This enforcement :provision shall be in addition to any other remedies available at
law, in equity, or both.
Section 35. Amendment or Termination b Mutual Co, sent. This Agreement may not be
amended or terminated during its Term except by mutual ' ritten agreement of Developer and the
City. Prior to any amendment or termination of this Bement during its Term, the City shall
hold two (2) public hearings before the City Coirmission to consider and deliberate such
amendment or termination. Any amendment or ter ; nation shall be recorded in the public records
of the County at Developer's sole cost.
Section 36. Third Party Defense. The Cit; and Developer shall each, at their own cost and
expense, vigorously defend any claims, sui, , or demands brought against them by third parties
challenging the Agreement or the BCC 6 , SMA/AP Project, or objecting to any aspect thereof,
including, without limitation, (i) a cons; tency challenge pursuant to Section 163.3215, Florida
Statutes (2010), (ii) a petition for writ r f certiorari, (iii) an action for declaratory judgment, or (iv)
any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). The City
and Developer shall promptly give " e other written notice of any such action, including those that
are pending or threatened, and a responses, filings, and pleadings with respect thereto.
Section 37. No Conflict o, terest. Developer agrees to comply with Section 2-612 of the City
Code as of the Effective D - e, with respect to conflicts of interest.
Section 38. No Thirn-Part Beneficiary, No persons or entities other than Developer and the
City, their heirs, per p itted successors, and assigns, shall have any rights whatsoever under this
Agreement.
Section 39. Pounterparts, This Agreement may be executed in two (2) or more counterparts,
each of whicl shall constitute an original but all of which, when taken together, shall constitute
one and the t ame agreement.
Section 0. Abutting Property Owners. The City and Developer have a mutual interest in
ensuri F g that construction of the BCC 650 SMA/AP Project proceeds in a manner which is
respectful of and sensitive to owners of property abutting the BCC 650 SMA/AP Project
" • utting Owners"), In recognition of this concern, during construction of the BCC 650 SMA/AP
FILE NO, 5090 — Exhibit A SUB
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ORIGINAL CAN E—S THE
ENID. T DOCUMENT.
Project, Developer agrees to ensure that Abutting Owners are compensated for any actual ; mages
which directly result from accidental loss of utility service caused by Developer, its ctractors,
or subcontractors.
Section 41. Status. Upon request from time to time by Developer, or its succe,
any mortgagee of Developer, its successor, or assign, the City shall deliver to sue
a letter (in recordable form, if requested) stating whether the obligations
successor or assign under this Agreement are current and in good standing o
In the event Developer or its successor or assign is not current in its obligati
are not satisfied, said letter shall state the particular manner in which
under this Agreement are not current and in good standing or have not
Section 42. Estoppel. Within ninety (90) days of receipt of wr
party, the City Manager or his designee, on behalf of the City, sh
or similar document, in form and substance reasonably accepta
Developer's compliance with the conditions set forth in the
execute the requested estoppel certificate within the aforei
response shall be presumed to indicate Developer's compl
or, assigns, or
requesting party
Developer or its
have been satisfied.
ns or such obligations
eh person's obligations
et been satisfied.
en request from a Developer
execute an estoppel certificate
e to the City Attorney, affirming
greernent. Should the City fail to
ntioned time period, the City's non -
nee with the terms of the Agreement.
NOW, WHEREOF, the City and Developer have caused this Agreement to be duly
executed.
[Signature blocks fbr
LE NO. 5090 — Exhibit A SUB
47217292;1
ity and Developer on next pages]
Page 21 of 29
THIS ITEM IS A SUBST 'ice.
ORIGINAL C EEN AT THE
E DOCUMENT.
Signed, witnessed, executed and acknowledged this day of
, 2019.
Witnessed by: THE CITY OF MIAMI,
a Florida municipal corporatio
Printed:
Printed:
STATE OF
COUNTY OF
) ss:
The foregoing instrument was
2019 by
MIAMI, a Florida municipal corpo
as identifica,
By:
Name:
Title:
x
ac rowledged before me this day of
, the of THE CITY OF
hon. He/She is personally known to me or presented
on and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ ST; MP Print Name
ILE NO, 5090 — Exhibit A SUB
Page 22 of 29
47217292;1
SUBSTITUTED.
THIS ITEM IS A SUBST CAN.
ORIGINAL. CA THE
END � 'DOCUMENT.
Signed, witnessed, executed and acknowledged this day of , 2019.
Witnessed by:
Printed:
Printed:
STATE OF
COUNTY OF
TOBACCO ROAD PROPERTY IIOLDI GS, LLC,
a Florida limited liability col ; 4 any
) ss:
By;
Name:
Title:
The foregoing instrument was act , • wledged before me this day of
2018 by the of TOBACCO ROAD
PROPERTY .HOLDINGS, LLC, a'lorida limited liability company. He/She is personally
known to me or presented as identification and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STD,' P Print Name
FI NO. 5090 — Exhibit A SUB
Page 23 of 29
47217292;1
SUBSTITUTED.
THIS ITEM IS A SUBSTI
ORIGINAJ�N AT THE
END -Or -THE DOCUMENT.
Signed, witnessed, executed and acknowledged this day of
, 2019.
Witnessed by: 2 INDIAN CREEK IIOLDIN !' , LLC
a Florida limited liability corn jany
Printed:
Printed:
STATE OF
COUNTY OF
) ss:
By:
Name:
Title:
The foregoing instrument was ackno ledged before me this day of
2018 by , the of 2 INDIAN
CREEK IIOLDINGS, LLC, a Florida ,'inited liability company. He/She is personally known to
me or presented . as identification and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STA ► P Print Name
ILE NO, 5090 — Exhibit A SUB
Page 24 of 29
47217292;1
SUBSTITUTED.
THIS ITEM IS A SUBSTITUTIOK
ORIGINAL CEN AT THE
E DOCUMENT.
Signed, witnessed, executed and acknowledged this day of , 2019,
Witnessed by: BCC ROAD IMPROVEMENT I/ C,
a Florida limited liability compa
Printed:
Printed:
STATE OF
COUNTY OF
) ss:
By:
Name:
Title:
The foregoing instrument was act ow. dged before me this day of ,
2018 by , the of BCC ROAD
IMPROVEMENT LLC, a Florida limite "lability company. He/She is personally known to me
or presented as ir'entification and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STAM r Print Name
LE NO. 5090 - Exhibit A SUB
Page 25 of 29
47217292;1
SUBSTITUTED.
THIS ITEM IS A SUBSTIT Tie1C
ORIGINAL CAN EN AT THE
END O OCUMENT.
Exhibit "A"
BCC 650 SMA Property Legal Description:
Parcel 1:
A portion of Lot 18, in Block 38-A, AMENDED PLAT OF BLOt'" 38-A AND TIIE
NORTH HALF OF BLOCK 53-S, CITY OF MIAMI, according o the Plat thereof, as
recorded in Plat Book 1 at Page 74 of the Public Records of Mia ,<i Dade County, Florida,
more particularly described as follows:
Beginning at the Southeast corner of said Lot 18, run So ;% 87°37'17" West, along the
South line of said Lot 18, for a distance of 50.01 feet to f' e Southwest corner of said Lot
18; thence run North 02°16'37" West, along the West 1'-'e of said Lot 18 for a distance of
90.55 feet to a point; thence run North 55°10'03" East +r a distance of 18.32 feet to a point
of curve; thence run Northeasterly along the arc of a circular curve, concave to the
Southeast, having a radius of 2856.29 feet, throug, a central angle of 00°49'08", for an arc
distance of 40.83 feet to a point on the east line r' said Lot 18; thence run South 02°16'38"
East, along the East line of said Lot 18, fo a distance of 122.05 feet to the Point of
Beginning
Parcel 2:
All of Lots 19, 20 and 21, Block 38- of AMENDED PLAT OF BLOCK 38-A AND TIIE
NORTH HALF OF BLOCK 53- , CITY OF MIAMI, according to the Plat thereof, as
recorded in Plat Book 1 at Page 7 , of the Public Records of Miami Dade County, Florida.
LESS AND EXCEPTING T . REFROM the following portion thereof, to wit:
Commence at the Southwest corner of said Lot 19; thence run North 02°16'38" West, along
the West line of said Lr` 19, for a distance of 122.05 feet to the Point of Beginning of the
herein described parer ; thence continue to run North 02°16'38" West, along the West line
of said Lot 19, for distance of 27.72 feet to the Northwest corner thereof; thence run
North 87°37'22" Tast, along the north line of said Lot 19 and 20, for a distance of 53.56
feet; thence run oath 60° 17'00" West for a distance of 60.35 feet to the Point of Beginning.
Parcel 3:
Lots 22 and 23 and the South %2 of Lot 24, in Block 38-A of AMENDED PLAT OF
BLO .'(38-A AND THE NORTH HALF OF BLOCK 53-S, CITY OF MIAMI, according
to t,:` Plat thereof, as recorded in Plat Book 1 at Page 74, of the Public Records of Miami
D<de County, Florida.
Parcel 4:
FILE NO. 5090 — Exhibit A SUB
Page 26 of 29
47217292;1
SUBSTITUTED.
THIS ITEM IS A SUBSTIT TION-."
ORIGINAL C -B EN AT THE
E.ND-effHE DOCUMENT.
The North'/ of Lot 24 in Block 38-A of AMENDED PLAT OF BLOCK 38-A AND , -IE
NORTH HALF OF BLOCK 53-S, CITY OF MIAMI, according to the Plat ther-if, as
recorded in Plat Book 1 at Page 74, of the Public Records of Miami Dade County, .'' lorida.
Parcel 5:
Lot 1, Block 38-A, OF AMENDED PLAT OF BLOCK 38-A AND THE ORTH HALF
OF BLOCK 53-S, CITY OF MIAMI, according to the Plat thereof, a recorded in Plat
Book 1 at Page 74, of the Public Records of Miami Dade County, Flo, da.
Parcel 6:
Tract "A", of 602 COMPLEX, according to the Plat thereof, arecorded in Plat Book 139,
at Page 41, of the Public Records of Miami -Dade, Florida,
BCC AP Property Legal Description:
Lot 6, in Block 38A, of AMENDED PLAT OF
OF BLOCK 53S, MAP OF MIAMI CO. FLA, a
Plat Book 1, at Page 74, Public Records of Mi
Right of Way for Bridge as recorded in Of
Official Records Book 11913, Page 509
Florida
AND
OCK 38A AND THE NORTH HALF
cording to the Plat thereof, as recorded in
ai-Dade County, Florida, LESS that certain
cial Records Book 11897, Page 1864 and in
f the Public Records of Miami -Dade County,
B
Tract "B" of 602 COMPLEX, a►cording to the Plat thereof, as recorded in Plat Book 139,
Page 41, of the Public RecordofMiami-Dade, Florida.
AND
Lot 4, Block E, SOU' CITY OF MIAMI, according to the Plat thereof, as recorded in
Plat Book B, at Pag 41, of the Public Records of Miami -Dade County, Florida.
AND
Begin at th-.' outhwest corner of Lot 1, Block E, of SOUTH CITY OF MIAMI, according
to the Pla,'hereof, recorded in Plat Book B, Page 41, thence East 50 feet, thence North 100
feet to tp'e North line of Lot 2 of said Block E South, thence run West 14.15 feet to the East
line o S.W. Miami Avenue Road; thence Southwesterly along S.W. Miami Avenue Road
45..% feet to the Northeast corner of Lot 4 of said Block E South; thence South along the
Est line of Lot 4, Block E South, 71.31 feet more or less to the place of Point of Beginning;
ame being the West 50 feet of Lot 1 and the West fractional part of Lot 2, Block E of
SOUTH CITY OF MIAMI, Plat Book B, Page 41, Public Records of Miami -Dade County,
Florida.
FILE NO. 5090 - Exhibit A SUB
Page 27 of 29
47217292;1
SUBSTITUTED.
AND
THIS ITEM IS A SUBSTITUDO
ORIGINAL CA —SIN AT THE
END DOCUMENT,
A portion of Lots 1, 2, and 3, of Block E S, MAP OF MIAMI, according to the pl thereof
as recorded in Plat Book B and Page 41, of the Public Records of Miami -Dade County,
Florida, being more particularly described as follows:
Commence at the Southwest Corner of Lot 4, of said Block E S; thence N
the Southeasterly Right -of -Way Line of S.W. Miami Avenue Road for
feet to the Southwest Corner of said Lot 3; said point also be;
BEGINNING of the hereinafter described Parcel of land: thence N
along said Right -of -Way Line for a distance of 49.43 feet to a
circular curve concave Southeasterly; thence Northeasterly to th
curve having for its elements a Radius of 25.00 feet, through
for an arc distance of 10.31 feet to a point of tangency; thei
of 9.39 feet to a point of intersection with the "Limits of
the Dade County Public Works Department Right -of -
dated March 1981, Revised January 1983; thence
Construction Line" for a distance of 13.68 feet to
thence continuing along said "Limits of Const
along the arc of said curve having for its elernen
angle of 29°47'13" for an arc distance of 13
South line of said Lot 1 being non-ta
S87°37'19"W along the South Line of s
of SW 6th Street, for a distance of 9.5
the West 50.00 feet of said Lots 1
intersection with the South line of
for a distance of 14.15 feet to the
AND
°58'24"E along
istance of 160,14
g the POINT OF
8°58'24"E continuing
int of curvature with a
right along the arc of said
central angle of 23°38'04"
e N72°36'28"E for a distance
onstruction Line" as shown on
ay Map Section No. 87513-2644
02°16'45"E along said "Limits of
point of curvature convave.Westerly;
etion Line" Southwesterly to the right
a Radius of 250.25 feet, through a central
.10 feet to a point of intersection with the
gent to the aforementioned curve; thence
Lot 1 also being the North Right -of -Way line
feet; thence NO2° 17'41 "W along the East line of
ad 2 for a distance of 100.01 feet to a point of
aid Lot 3; thence S87°37'19"W along said South line
OINT OF BEGINNING.
A portion of Southwest 6Street being more particularly described as follows:
Begin at the Northw t corner of Lot 6 in Block 38A of AMENDED PLAT OF BLOCK
3 8A AND THE N •-` TH HALF OF BLOCK 53 S, according to the Plat thereof, as recorded
in Plat Book 1 at age 74, of the Public Records of Miami -Dade County, Florida; thence
North 87°37'27' East along the North line of said Lot 6, also being the South Right Of Way
line of said S sj ithwest 6th Street, also being the North line of Tract "B" of 602 COMPLEX,
according , the Plat thereof, as recorded in Plat Book 139 at Page 41 of said Public
Records or 180.37 feet to the Northeast corner of said Tract "B", said corner lying and
being the Northwesterly Limited Access Right Of Way Line and a point on a circular
curvy, concave to the Northwest and whose radius point bears North 50°56'14" West;
the ce Northeasterly along said Limited Access Right Of Way Line and being a 255.25
f of radius curve, leading to the left, through a central angle of 07°05' 10" for an arc distance
of 31.57 feet to a point on a non -tangent line; thence North 28°54'02" East along said
Limited Access Right Of Way line for 19.13 feet to a point on a circular curve, concave to
ILE NO. 5090 — Exhibit A SUB
Page 28 of 29
47217292;1
SUBSTITUTED.
THIS ITEM IS A SUBST
ORIGINAL. C N f3E SEEN AT THE
�oFHE DOCUMENT,
the Northwest; thence Northeasterly along said Limited Access Right Of Way Line nd
being a 254.75 foot radius curve, leading to the left, through a central angle of 02° '35"
for an arc distance of 10.12 feet to a point on the North Right Of Way line of Southwest
6th Street; thence South 87°37'27" West along the South line of Lot 1 and Lot 4 o,'e LOCK.
E S, of MAP OF MIAMI, according to the Plat thereof, as recorded in Plat Boo/ B at Page
41, of said Public Records and said North Right Of Way Line for 153.71 fee a point on
the Southeasterly Right Of Way line of Southwest Miami Avenue Road , also being the
Southwest corner of Lot 4; thence South 48°18'26" West for 78.91 fe ' to the Point of
Beginning
F ENO. 5090 — Exhibit A SUB
Page 29 of 29
47217292;1
SUBSTITUTED.
This instrument Prepared by and
after Recording Return To:
T. Spencer Crowley, Esq.
Akerrnan LLP
98 SE 71h Street, Suite 1100
Miami, FL 33131
DEVELOPMENT AGREEMENT BETWEEN TH
CITY OF MIAMI, FLORIDA AND TOBAC 0
ROAD PROPERTY HOLDINGS, LLC, BCC R I AD
IMPROVEMENT LLC, 2 INDIAN C.' EIS
HOLDINGS, LLC, REGARDING DEVELOP MENT
OF CERTAIN PARCELS OF TIEBRIC ,L CITY
CENTRE PROJECT
THIS DEVELOPMENT AGREEMENT` 4s entered is day of ,
20 , and effective as of the day of , 20: , , by and between
TOBACCO ROAD PROPERTY HOLDINGS, ILC, CC ROAD IMPROVEMENT LLC,
and 2 INDIAN CREEK HOLDINGS, LLC, all be' g Florida limited liability companies
(together known as "Developer") and,the CIT ,OF MIAMI, FLORIDA, a municipal
corporation and a political subdivision of=the: State .f Florida ("City") (Developer and the City
together referred to as the "Parties"). ;i..
WHEREAS,' Brickell City' Centre Project LLC and 700 Brickell City Centre LLC
(collectively, "Swire") held,,fee simple itle to`approximately nine (9) acres of property in the
Brickell area of downtown -Miami ("Griginal BCC Property"); and
W [IEREAS,' he Origina CC Property spanned four (4) city blocks and was more
specifically located south of t e Miami River, west of Brickell Avenue, north of SW 8th
Street, and east of SW 1st AV nue, located between two (2) mass transit lines; and
WHEREAS, the f/riginal BCC Property was underutilized in that it predominantly
consisted of vacant, u . ' eveloped lots secured by chain link fencing, and the status of the
Original BCC Prope y was inconsistent with the City's vision to develop a world class
downtown, and City rshed to `encourage redevelopment of the Original BCC Property; and
WHER t.AS, Swire wished to redevelop the Original BCC Property as a higher
density, nixe-use, pedestrian -oriented, urban development known as Brickell City Centre
which woul provide much needed retail for the Brickell and Downtown area of Miami, and
maximize z` ficiency and design through construction of two (2) levels of underground parking
("Bricke. City Centre"); and
WHEREAS, a process exists within the City's zoning code ("Miami 21"), known as
a "special Area Plan" or "SAP," which allows parcels of more than nine (9) abutting acres to
Page 1 of 28
47217292;1
SUBSTITUTED.
be master planned to allow greater integration of public improvements and infrastructure and
greater flexibility so as to result in higher or specialized quality building and streetscape c sign;
and
WHEREAS, on July 28, 2011, the City approved an SAP for Brickell City Centre,
pursuant to Ordinance No, 13279 ("Brickell City Centre SAP"); and
WHEREAS, Miami 21 requires development within an SAP to
Development Agreement between the property owner and the City; and
governed by a
WHEREAS, on October 24, 2011, Swire recorded =a`-Devel' .ment Agreement for
Brickell City Centre, at Official Records Book 27868, Page 4664 the Public Records of
Miami -Dade County, Florida; and
WHEREAS, on March 28, 2013, the City approved an endment to the Brickell City
Centre SAP to include an additional city block known as "N2 and also,approved an Amended
and Restated Development Agreement for Brickell City Centre to encompass this area,
recorded on April 7, 2014 at Official Records Book 290 :, Page 3241 of the Public Records
of Miami -Dade County, Florida; and
WHEREAS, on March 27, 2014, the Cit; approved a second amendment to the
Brickell City Centre SAP to include an additiona city blockknown as "One BCC," and also
approved a Second Amended and Restated Dev opment Agreement for Brickell City Centre
to encompass this area, teeoided on Septemper i 8, 2014 at Official Records Book 29314,
Page 0825 of the Public Records of iarm-Dade Conty, Florida ("Swire's BCC
Agreement"); and
WHEREAS, Swire has built-0 t Phase 1 of:Brickell City Centre on the Original BCC
Property, pursuant to Swire s'BCC £ greement and the Brickell City Centre SAP; and
WHEREAS, Developer • ns certain real property located between SW 7th Street and
SW Miami Avenue Road4lyi west of, South Miami Avenue (northbound), consisting of
approximateiy N104,287 sq, ft (2.39 acres) of land ("BCC 650 SMA/AP Property"), as is more
particularly described on hibit "A" attached hereto; and
WHEREAS, th, City and Developer wish to integrate the BCC 650 SMA/AP Property
into the Brickell Cen e SAP, to further redevelop underutilized property directly abutting the
existing Brickell City Centre project into a single cohesive higher density, mixed -use, pedestrian -
oriented, urban de elopment ("BCC 650 SMA/AP Project"); and
WHE a EAS, the City and Developer wish for development of the BCC 650
SMA/AP P .petty to proceed substantially in accordance with the Brickell City Centre SAP
Regulating 'lan and Design Guidelines, as adopted on , 2019, and kept on file
with the ' ity ("Regulating Plan and Design Guidelines"); and
Page 2 of 28
47217292;1
SUBSTITUTED.
WHEREAS, the BCC 650 SMA/AP Property is designated Restricted Commercial, with
an Urban Central Business District overlay, in the Miami Comprehensiv
Neighborhood Plan ("Comprehensive Plan"); and
WHEREAS, the City and Developer wish for development of the BCC 650 S A/AP
Project to proceed in a manner which is consistent with the Comprehensive Plan; and
WHEREAS, the BCC 650 SMA/AP Project is located in the Downtown Reveloprnent
of Regional Impact ("DDRI"); and
WHEREAS, as of the Effective Date, the DDRI has sufficient devel ment capacity to
accommodate the BCC 650 SMA/AP Project and Developer has rese ed such capacity
through appropriate means with the City; and
WHEREAS, the lack of certainty in the approval of developen= t can result in a waste of
economic and land resources, discourage sound capital improvem- it` planning and financing,
escalate the cost of housing and development, and discourage c. ntment to comprehensive
planning; and
WHEREAS, assurance to a developer that it mayp: oceed in accordance with existing
laws and policies, subject to the conditions of,a developnmnt agreement, strengthens the public
planning process, encourages sound capital improve nt planning and financing, assists in
assuring there are adequate capital facilities Ton e development, encourages private
participation in comprehensive planning, and redue the econorriic'costs of development; and
WHEREAS, the City Commission, pu runt to Ordinance No, adopted on
, 20 , had authorized he City Manager to execute this Agreement
upon the terms ,and .conditions as set forth b. ow; .and
1OW THEREFORE, in con 'deratron of the mutual covenants and agreements
hereinafter contained, the Parties inutu � ly agree and bind themselves as set forth herein:
Section 1 • Consideration T. e Parties hereby agree that the consideration and
obligations recited and provide • for under this Agreement constitute substantial benefits to
both Parties and thus adequate onsideration for this Agreement.
Section 2, Rules ate ':Construction,
For all purposes of the greement, unless otherwise expressly provided:
(a) A defined rm has the meaning assigned to it;
(b) Words ' the singular include the plural, and words in the plural include the singular;
(c) A pr•.noun in one gender includes and applies to other genders as well;
Page 3 of 28
47 7292;1
SUBSTITUTED.
(d) The terms "hereunder" "herein", "hereof' "hereto",
,and such similar terms shall -fer
to the instant Agreement in its entirety and not to individual sections or articles'
(e) The Parties hereto agree that this Agreement shall not be more strictly constr d against
either the City or Developer, as all Parties are drafters of this Agreement; ad
(f) The recitals are true and correct and are incorporated into and made a part of this
Agreement. The attached exhibits shall be deemed adopted and incrporated into the
Agreement; provided, however, that this Agreement shall be deems d to control in the
event of a conflict between the exhibits and this Agreement.
Section 3. Definitions. Capitalized terms which are not splecific Ily defined herein
shall have the meaning given in Miami 21.
"Agreement" means this Development ;Agreement etween the City of Miami,
Florida and Tobacco Road Property Holdings, LLC : CC Road Improvement LLC,
and 2 Indian Creek Holdings, LLC, Regarding Dev opment of Certain Parcels of the
Brickell City Centre Project.
"City" means the City of Miami, a m icipal corporation and a political
subdivision of the State of .Florida, ' nd ; all departments, agencies, and
instrumentalities subject to the jurisdiction ereof.
"Comprehensive Plan" means the comprehensive plan known as the Miami
Comprehensive N'eighb6rhood Plan, 'a'iopted by the Citypursuant to Chapter 163, Florida
Statutes (2017), meeting the req-iremen s of Section 163.3177, Florida Statutes
(2017), Section '163 3178, Flrida Statutes (2017), and Section 163.3221(2),
Florida, Statutes (2017), Whmch 1 in, effect as of the Effective Date.
ounty" means Miami D. de County, a political subdivision of the State of Florida.
"Development" mean he carrying out of any building activity or mining operation,
the making of any m erial"change in the use or appearance of any structure or land,
or the dividing of la nd into three (3) or more parcels and such other activities described
in Section 163 3.1 %(14) Florida Statutes (2017).
"Effective D te" means , 20 , the date on which the City
Commissio authorized the City Manager to execute this Agreement.
"Existi is _ Zoning" means the zoning designation and regulations of the Miami 21
Code, ity Charter, and City Code in effect as of , 2019, which
corm ise the effective land development regulations governing development of the
BC % 650 SMA/AP Property as of the date of recordation of the Agreement.
Land" means the earth, water, and air above, below, or on the surface and includes
any improvements or structures customarily regarded as land.
Page 4 of 28
47217292;1
SUBSTITUTED.
"Laws" mean all ordinances, resolutions, regulations, comprehensive plansland
development regulations, and rules adopted by a local, state, or federal government
affecting the development of land.
"Public Facilities" means major capital improvements, including, but +t limited to,
transportation, sanitary sewer, solid waste, drainage, potable wat , educational,
parks and recreational, streets, parking, and health systems and fac' ities.
Section 4. Purpose. The purpose of this Agreementis for th.
Developer to develop the BCC 650 SMA/AP Project pursuant to t
SAP. This Agreement will establish, as of the Effective Date of
development regulations including the Existing Zoning, the Re
Guidelines, which together will govern Development` of the' B
the BCC 650 SMA/AP Property, therebyproviding the Parties
the Development process. This Agreement also satisfies Sect'
Section 5. Intent. Developer and the :City in
construed and implemented so as to effectuate tle•pu
this Agreement, the Comprehensive Plan an
Development Agreement Act, Sections 163 ,3220
Section 6. Applicability. This Agreement
The other componentsaof Brickell City Centre
and this Agreement shall have no effect on S
contained therein.
Section 7. ;reemert
shall have a,m of ter:the earlier of t
VMS
or termination of Swire's BCC A
the public records of Miami -Da
Agreement may be extended.
pursuant to Section 163.3225
on the Effective Date and s
upon, and inure to, the
representatives, and p
Section 8.
(a)
47217292;1
Term of A
City to authorize
Brickell City Centre
s Agreement, the land
elating Plan, and Design
C 650 SMA/AP Project on
ithxadditional certainty during
n 3 9 '1 f., Miami 21,
rid for this Agreement to be
ose'of the Brickell`'City Centre SAP,
e Florida Local Government
63'.32443, Florida Statutes (2017).
oily applies to the BCC 650 SMA/AP Project.
all renainsubject to Swire's BCC Agreement,
ue's BCC Agreement or the rights of the parties
ective Date and Bindin Effect. This Agreement
itS' (30) yeais from the Effective Date or the expiration
reement The Developer shall record this Agreement in
e County and file it with the City Clerk. The term of this
y mutuallconsent of the Parties subject to a public hearing,
lorida Statutes (2018). This Agreement shall become effective
all constitute a covenant running with the land that shall be binding
enefit of the Parties, their successors, assigns, heirs, legal
•sonal representatives.
Perm ted Development Uses and Buildin' Intensities.
B ic1cel1 Cit Centre SAP Desi nation. The City has designated the BCC 650
MA/AP Property as part of the Brickell City Centre SAP on the official Zoning
Atlas of the City, pursuant to the applicable procedures in Miami 21. The
Regulating Plan and Design Guidelines are attached as Exhibit "B". In
approving the Brickell City Centre SAP, the City has determined that the uses,
intensities, and densities of Development permitted thereunder are consistent
with the Comprehensive Plan and the Existing Zoning,
Page 5 of 28
SUBSTITUTED.
(b) Density, Intensity, Uses, and Building Heights.
(i)
As of the Effective Date and pursuant to the overall density lunitatio: s
the Brickell City Centre SAP, the density proposed for the BC r' 650
SMA/AP Property shall not exceed 420 units per acre, and the - itensity
proposed for the BCC 650 SMA/AP Property is measured by n above-
ground Floor Lot Ratio which shall not exceed 27.0.
(ii) The non-residential Development permitted on the BC, 650 SMA/AP
Property includes, but is not limited to, the following r. es: office, hotel,
retail, entertainment, medical office, academic sp, ce, and any other
uses permitted by the Existing Zoning,,`
(iii) As of the Effective Date and pursuant to the Bri• "cell City Centre SAP, the
maximum heights above mean sea level for th CC 650 SMA/AP Project
are as follows;
851 feet for: all blocks;
129 feet'fdiall Pedestals
(iv) Nothing herein shall proh'b'
+
it De
(v) The BCC=650. SMA/A
forth rri`the Regulating Plan, due to certain public
1
Project is eligible for bonus height and Floor Lot
�destrian mobility, safety, and aesthetic enhancements around and
finder the South Miami Avenue elevated roadway span that facilitate
access to the Miami River Greenway;
Construction of a temporary and then a permanent fire station for
the City on the Brickell City Centre "N2" block;
Monetary contribution of six hundred thousand dollars ($600,000)
to the Underline project, provided that said contribution shall only
be considered a public benefit to the extent it has been spent (and
for future payments, will be spent) on that portion of the Underline
within the City, with proof thereof to be furnished by Developer, in
P
47 7292;1
Page 6 of 28
(c)
SUBSTITUTED,
a manner acceptable to the Planning Director, in the Annual Re ew
as described in Section 17 of this Agreement; and
• Monetary contribution, to be paid at the issuance of the first uilding
permit for the BCC 650 SMA/AP Project, of one milli n dollars
($1,000,000) with two hundred thousand dollars ($201,000) to be
earmarked for each City commission district to refs. •ish existing
housing or to further the creation of affordable hou ng.
• Public access to, and operation of, the above ade connections
during the extended hours of 10:00 P.M. to 2: 30 A.M., including
furnishing a minimum of two (2); security ards for the above -
grade connections at such times
The total costs of the public benefits for the .: CC 650 SMA/AP Project
are above and beyond the monetary pa"yn. t which would be required
under the Public Benefits" Trust Fund egulations of Miami 21 and
Chapter 62 of the City Code. Thus, D r veloper,sshall be entitled to the
maximum height, density, and inte ity set forth :herein without any
further contributions to the Public : -nefits Trust Fur d.
Environmental 'T he City finds that the ``"BCC 650 SMA/AP Project will
3„
confer a significant nnpnet rovemert upon the publicly accessible tree canopy
in the area. The City and Develope agree that Developer will comply with the
intent and requirements of;Cha er 17 of the City Code. The City agrees to
facilitate the permitting andpla ting of replacement trees on all publicly -owned
propeltres'm this area.
Section 9. Archaeology ;, Because f the BCC 650 SMA/AP Project's location in
a high probability archaeologicafzone, Developer is required to obtain a certificate to dig
prior to any:jground disturbing activ ties As part of the certificate to dig for demolition and
new construction perruitsi the folio ping terns are hereby acknowledged to be conditions of the
certificates(s) to dig, certificates of appropriateness (as applicable), and building permits or
planning/zorinig approvals ford - BCC 650 SMA/AP Property. Developer hereby further assures
the City that Developer will p •raptly comply with the following conditions.
a) Mo itorm• Developer shall complete a full monitoring archaeological
a essrnelt`of the site with the objective of documenting and/or preserving
11 significant archaeological features. Further excavation shall be
conducted as determined by City staff upon review of the archaeological
monitoring reports.
Additional Assessments. If evidence is found indicating further
archaeological assessments are required, then Developer shall complete an
expanded archaeological assessment of the site with the objective of
documenting and/or preserving all significant archaeological features
("Archaeological Assessment"). In such a case, the Archaeological
Assessment would include the following scope of work ("Field Work"):
Page 7 of 28
47217292;1
SUBSTITUTED.
i, The initial phase shall involve systematic additional shovel testing (" f` ovel
Testing"), This will provide further determination of the nature a ' extent
of the cultural deposits.
ii. Following the Shovel Testing, the fill shall be mechanically - emoved from
the site area under the continuous coordination of the contracted
archaeologist, exposing the top of any cultural deposi associated with
natural soils.
iii. The next phase shall involve unit excavations wit 'n the site area that will
be impacted by the proposed building constructi. (i,e, the area within and
adjacent to the proposed building footprrnt),
iv. All recovered samples will be catalogued a d quantified. The results of this
analysis will be retained and Will be inch,: ed m the final report,
v. A written report and site docu:mentat •n will be provided, within thirty (30)
business days following completio , of the field work.
The consultant archaeologist
City of Miami Historic Prese
County Historic Pr eservati
c) Separate Certificates, Develop r shall apply SOr separate certificates to dig for
demolition and neW construe on with the understanding that the certificate to dig
for new construction shall oily bereviewed after full archaeological assessment of
..the. demolition has been •znpleted,
s.. all provide monthly interim reports to the
ation Boaid with copies to the Miami -Dade
Department
`d) Documentation. De eloper shall °,;p alrovide the consultant archaeologist with
whatever tune is 1• asonably needed in order to fully document the site and any
significant featur: s as maybe provided for in this Agreement.
e) Significant F<atu es, If a significant feature (to be determined by City staff) is
found 'the i evelo "`er shall make everyeffort to preserve that features within the
7 � feature(s)
building ► esign, and revise the design, in accordance with City and County staffs
reco endations.
f) No ce, Written notice shall be provided by the consultant archaeologist to the City
o iami Historic Preservation Office if any significant archaeological deposits or
eatures are discovered during the Archaeological Assessment or development at
the parcel within forty-eight (48) hours of the discovery with copies to the Miami -
Dade County Historic Preservation Department.
g) Human Remains. If human remains are found, then the provisions of Florida Statute
872.05 and other applicable regulations shall apply.
Page 8 of 28
47217292;1
vi,
SUBSTITUTED.
h) Final Report. A final report shall be prepared by the consultant archaeologist an
provided to the City within six (6) months of completion of the Field Work d
monitoring.
i) Signage. If a significant archaeological site is found, a sign interpreting th parcel's
history and prehistory will be erected on the site at Developer's expens. , and said
sign shall be reviewed and approved by the Office of Historic Preser. ation of the
City of Miami.
j)
Artifacts. All recovered artifacts shall be properly documented nd donated to the
Ilistory Miami Museum at Developer's expense within eigl (8) months of the
...:.:........:.......::
issuance of a master building permit.
k) Tree Removal. As part of any tree imoval, a certificate o dig shall be applied for
and any conditions met to be granted the certificate to 'ig for root/stump removal.
The tree removal process will be documented by a onitor7ng archaeologist.
Section 10. Connectivit and Activit within Pubiie Ri
(a) Connectivity. A critical' element to the ` uccess of the BCC 650 SMA/AP
Project is above -grade Connectivitybetw; en blocks and through public rights -of -
way. This connectivity should be:; e, couraged ;both within the BCC 650
SMA/AP Project and between th BCC.650 -SMA/AP Project and other
portions ofBrrckeltCity Centre.T is` connectivity will result in ease of access,
minimized, pedestrian and vehrc ' ar conflicts, and reduction of the BCC 650
SMA/AP Project's traffic impac : by permitting internalized traffic circulation.
In order to aeifiy,afe!the, above grade connections, Developer proposes to locate
commercial activity in this area.
Developer recognizes at such connectivity and commercial usage may
require approval of o et governmental agencies such as Miami -Dade County
and the Florida eepartment of Transportation. The City finds and
determines that;;=` tablishing such coirneativity and commercial usage serves a
public purpose, lid the City agrees to support Developer's efforts to obtain any
w
authorization t establish such connectivity and commercial usage.
The City f' ds that the authorization of such uses within the public rights -of -
way will lave no adverse effects on the provision of natural light or circulation
of air, rr increase the adverse effects resulting from fire, floods, tornadoes,
and rurricanes. It is further found that the presence of such uses within the
pu is rights -of -way shall in no way diminish access for firefighting apparatus
o rescue and salvage operations; diminish traffic, transportation, and
circulation; or adversely impact the advancement of the safety, health, amenity,
and general welfare within. the City. For those above -grade connections approved
Page 9 of 28
47. 7292;1
SUBSTITUTED.
by the Regulating Plan and Design Guidelines, the provisions of Sec. 54-186 o'the
City Code, as amended, shall not apply.
(b) Construction of Encroachments within the Public Right -of -Way. t e City finds
that the proposed encroachments do not unduly restrict the u of the public
rights -of -way and is a necessary and essential element in the construction of the
pedestrian walkways above the public rights -of -way. T ; - adoption of this
Agreement shall serve to satisfy the requirements set fo in Sec. 55-14(b) of
the City Code, as amended.
Further, this Agreement shall satisfy the requirements •f Sec. 55-14(d) of the City
Code, as amended. In consideration for authdri ing the construction of the
aforementioned encroachments,.Developer furth r covenants to:
(i) Maintain the above grade pede
the Florida Building Code, -:the City
applicable federal, state, and `lo
regulations.
rian walkways,in accordance with
charter, the City,.Cocde, and any other
1 statutes, laws, ''rules, orders, and
(ii) Provide an . insuranc policy, in .anamount determined by the
City's Risk Management D�pa'tment, naming the City as an additional
cage, the pity s
ed =for ;public liabilit and property damage. The insurance shall
ui in effect for as ng as the encroachment(s) exist in the public
-of-way 'Should eveloper fail to continue to provide the insurance
. 11 have: the right to secure a similar insurance policy
s name .an p ace a special assessment lien against all 'properties
ect to this i eementfor the total cost of the premium.
Dev-loper shall hold harmless and indemnify the City, its
ials, nd its employees from any claims for damage or loss to
a injury to' persons of any nature whatsoever arising out of the
co
f
struction, maintenance, or removal of the pedestrian walkways
� m and against any claims which may arise out of the granting of
fission for'the encroachment or any activity performed under the
this Agreement.
(c) Ac vit'within the Public Ri ht-of-Wa Notwithstanding the limitations
s forth in Sec. 54-186 of the City Code, as amended, the City shall permit
ood Service Establishment(s) and General Commercial uses, as defined in
Miami 21, in the above -grade pedestrian walkways located within the public
right-of-way, following approval by SAP Permit.
insul
ierna
right
cove
in it
subj
(iii)
offi
property
use,
ad
pet
te, ns of'th
A
•
Sectiu' 11. BCC 650 SMA/AP Project Approval.
Page 10 of 28
47217292;1
SUBSTITUTED.
(a) Future Development Review. Future Development on the BCC 650 SM AP
Property shall proceed pursuant to a process established in the Regulating Plan
and Design Guidelines and shall be consistent with the Comprehensi e Plan,
this Agreement, Swire's BCC Agreement, and the Brickell City Ce tre SAP.
(b) Prohibition on Downzoning.
(i)
(i)
(c) Develo
(i)
The Comprehensive Plan, this Agreement, and the Bricke
shall govern Development of the BCC 650 SM
the Term of the Agreement, The City's.laws and
the Effective Date may be applied to the BCC
only if the determinations required by Sec
Statutes (2017) have been made` after :thirty
Developer and after a public hearing.
Pursuant to Section 163.3233(3), Florid
on downzoning supplements, rather t
vest to Developer under .Florid
Developer may ,challenge any s
Development regulations b ased
but not limited to, 'equitable e
City Centre SAP
/AP Property for
olicies adopted after
50 SMA/AP Property
on 163.3233(2), Florida
0) days written notice to
Statutes;(2017), this prohibition
an supplants, any rights that may
or Federal law. As a result,
seq.ently adopted changes to land
n(A) common law principles including,
toppel ,and vested rights, or (B) statutory
rights which may accrue by v.rtue of Chapter 70, Florida Statutes (2017).
Merit of Re ional`e
e City and Devel rpeagree that as of the Effective Date, sufficient
capacity remains u der the DDRI to accommodate the BCC 650 SMA/AP
Project and that yeloper has reserved the capacity necessary to develop
'the BCC 650 S A/AP Project.
(ii) The City a ees that any DRI Development order which the City adopts
after the ffective Date and which applies to the BCC 650 SMA/AP
Propert will (A) be consistent with this Agreement and the Brickell
City entre SAP and (B) include a Use/Intensity conversion table to
alto for a reasonable level of flexibility with respect to the mix and
ensity of uses in order to respond to changing market conditions,
(iii) The City agrees that if the Miarni Downtown Development Authority
("DDA") decides to abandon, terminate, rescind, or otherwise render
ineffective the DDRI Development Order, Developer shall no longer
be responsible for payment of DDRI fees, Further, if the DDA decides
to abandon, terminate, rescind, or otherwise render ineffective the
DDRI Development Order, the City agrees to refund any payment of
DDRI fees made by Developer within twenty four (24) months of the
decision to abandon, terminate, rescind, or otherwise render ineffective
the DDRI Development Order,
Page 11 of 28
47217292;1
SUBSTITUTED.
Section 12. Job Creation. Developer shall consult with local and state economic developmnt
entities regarding job training and job placement services to City residents seeking employ ► ent
opportunities with potential employers which will locate or establish businesses within th? BCC
650 SMA/AP Project.
Section 13. Local Development Permits.
(a) The Development of the BCC 650 SMA/AP.Property in a cordance with
the Existing Zoning is contemplated by Developer. The BC 650 SMA/AP
Project may require additional permits, of approvals froi the City, County,
State, or Federal government and any divisions thereof Subject to required
legal process and approvals, the City shall make a good aith effort to take all
reasonable steps to cooperate With -and facilitate' a " such approvals. Such
approvals include, without limitation, the followin,; approvals and permits and
any successor or analogous approvals and permits;
(i) Subdivision plat (including public "''ght-of-way"vacation/closure)
or waiver ofplatapprovals; ✓
(ii) Covenant in Lieu of Unity of Title pity of Title, or Restrictive Covenant
acceptance or the release of exist'+g unities`'or covenants;
(iii) , `Buildinepei'rits;
(iv) Certificates ()fuse;
Certificates of occiip
(vi) Stormwater p`e:
v) DDRI approve 1, modification, or exemption; and
() ':
.Any of . -r: official action of the City, County, or any other
govern + eat agency having the effect of permitting Development of the
BCG"50`SMA/AP Project.
(b) In the T ent that the City substantially modifies its land Development
regulat'ons regarding site plan approval procedures, authority to approve any site
plan or a project on the BCC 650 SMA/AP Property shall be vested solely in the
Cit,- Manager's designee(s), with the recommendation of the Planning Director
a, d other departments, as applicable. Any such site plan shall be approved if it
fleets the requirements and criteria of the Existing Zoning, the Comprehensive
Plan, and the terms of this Agreement, and is also consistent with Swire's BCC
Agreement.
Page 12 of 28
47 7292;1
SUBSTITUTED.
Section 14. Consistency with Comprehensive Plan. The City finds that Development +f the
BCC 650 SMA/AP Property in conformity with the Existing Zoning is consistent ith the
Comprehensive Plan, As of the Effective Date, Developer is conducting an extensiv analysis
of the Public Facilities available to serve the BCC 650 SMA/AP Project. In thy event that
the Existing Zoning or the Comprehensive Plan requires Developer to prov' `e additional
Public Facilities to accommodate the BCC 650 SMA/AP Project, Develop will provide
such Public Facilities consistent with the timing requirements of Section 1:3,3180, Florida
Statutes (2017), Developer shall be bound by the City impact fees d assessments in
existence as of the Effective Date of this Agreement.
Section 15. Necessit of Com.l ins with Local Re"ulations Rr ative to Develo ment
Permits, Developer and the City agree that the failuxe of thi Agreement to address a
particular permit, condition, fee, term, license, or restriction in eff: t on the Effective Date shall
not relieve Developer of the necessity of complying with the regu tion governing said permitting
requirements, conditions, fees, terms, licenses;'Or restrictions,
Section 16. Reservation of Development Rights.
For the term of this. -Agreement, the 'ity hereby agrees that it shall permit
the Development of the BCC 650 MA/AP Property in accordance with
the Existing Zoning, the Colnpx,e. nsive Plan, and this Agreement.
Nothing herein shall prohi. t an increase in, the density or intensity
of Development permitted . the BCC 650'=SMA/AP Property in a manner
consistent with (i) the Existing Zoning or the Comprehensive Plan, (ii)
any zoning. change sub:equently requested or initiated by Developer in
accordance with apple+able provisions of law, or (iii) any zoning change
subsequently enacted . the; City.
The expiration or t rinination of this Agreement shall not be considered a waiver
of, or limitation ipon, the rights, including, but not limited to, any claims of
vested rights equitable estoppel, obtained or held by Developer or its
siueeessors or assigns to continue Development of the BCC 650 SMA/AP
Property, i conformity with Existing Zoning and all prior and subsequent
Develop' e1it, pernits or Development orders granted by the City concerning this
BCC 6 1 SMA/AP Project,
Section 17. Anne. 1 Review.
(a)
47217292;1
eveloper shall provide the City on an annual basis a status of the BCC 650
SMA/AP Project in order for the City to conduct an annual review of the
Development. This requirement shall commence twelve (12) months after the
Effective Date. For ease of reference, the City shall accept one (1) single annual
review for the entire Brickell City Centre SAP that satisfies the obligations of
Developer in this Agreement and the requirements in Swire's BCC Agreement.
Page 13 of 28
SUBSTITUTED,
The annual review shall include a review of the overhead pedestrian connec "`ons
between the various blocks of Brickell City Centre, in particular the hours thy'" they
are open to the public.
(b) During its annual review, the City may ask for additional info ation not
provided by Developer. Any additional information required f. f Developer
during an annual review shall be limited to that necessary t, determine the
extent to which Developer is proceeding in good faith to come" y with the terms
of this Agreement.
(c) If the City finds on the basis of competent substantial evi nee that Developer has
not proceeded in good faith to comply with the "terms othe Agreement, the City
may terminate or amend this Agreement after provit "ng 30 days written notice
to Developer and after a public hearing "before the arty Commission.
Section 18. Notices.
(a) All notices, demands, and requests w ich may or are required to be
given hereunder shall, except as otherw se expressly provided", be in writing
and delivered by personal service o' sent by United States Registered or
Certified Mail, return reeeipt requeste postage prepaid, or by overnight express
delivery, such as Federal: Expr,,-" . the Partie
s es at the addresses listed below.
Any notice given pursuant to trig Agreement shall be deemed given when
received Any i actions required o be taken hereunder which fall on Saturday,
Sunday, or� United States legs olidays shall ben deemed to be performed timely
when taken on the succeed g day thereafter which shall not be a Saturday,
Sunday, or legal holiday.
To theCit
With a copy to:
City Manager City Attorney
City of Miarn3 Miami Riverside Center
3500 Pan Am •roan Drive ""'' 444 S.W. 2nc1 Avenue, 9th Floor
Miami, FL _ 133 ; Miami, FL 33130
To Developer (TOBA 0 ROAD With a copy to:
PROPERTY HOLD ► GS,"" LLC, and
2 INDIAN CREEI OLDINGS LLC):
999 Brickell Avenue
Penthouse 1101
Miami, FL 33131
To veloper (BCC ROAD
ROVEMENT LLC):
47217292;1
Attn: Richard Toledo
999 Brickell Avenue
Penthouse 1101
Miami, FL 33131
With a copy to:
Page 14 of 28
(b)
Swire Properties, Inc.
Attn: Chris Gandolfo
Three Brickell City Centre
98 SE 7th Street, Suite 601
Miami FL 33131
SUBSTITUTED.
Alterman LLP
Attn: Spencer Crowley
Three Brickell City Centre
98 SE 7th Street, Suite 1100
Miami FL 33131
Any party to this Agreement may change its notification ad : ess(es) by
providing written notification to the remaining Parties pursuant to he terms and
conditions of this section,
Section 19. Exclusive Venue Choice of Law S
understood and agreed by the Parties hereto, that this Agreement shal.
laws of the State of Florida, and any applicable federal law, both
performance, and that any action at law, suit in equity, or judi
enforcement of this Agreement or any provision;hereof shall be in`'
the State of Florida or federal courts and venue for any such ac
a court of competent jurisdiction in Miami -Dade County:.,
rights, the City and Developer shall each have the right
Agreement in court. Each party shall beat its own attorney's",f
whether asserted by motion or pleading `that the afore'
inconvenient venue. Moreover, the Parties consent
aforementioned courts and. irrevocably .Waive any'o
irrevocably waive any sights to, ajury trial
It is mutually
be governed by the
to interpretation and
ial proceedings for the
ituted only in the courts of
ons shall lie exclusively in
addition : to any other legal
o specific perfomance of this
es. Each party waives any defense,
rationed courts are an improper or
o the, personal jurisdiction of the
ections to said jurisdiction. The Parties
eeific P erforman
Section 20. Voluntary Compliance. Develo rand the City agree that in the event all or
any part of this Agreement is ;:struck do n'by judicial proceeding or preempted by
legislative action, Developer and the City . all continue to honor the terms and conditions
of this Agreement to the extent allowed b; law.
Section 21. No Oral Chan
and appendices appended hereto a
entire Agreement between the.P
Agreement supersedes any pair'
respect to the subject matter
whole or in part shall be: eff
and signed by the party ag nst" whom enforcement of the change, modification, or discharge
is sought and recorded in e public records of the County. This Agreement cannot be changed
or terminated orally,
Section 22. Com
this Agreement,
comply with
ordinances, r
that govern
Agreeme
47 7292;1
ermination. This Agreement and the exhibits
ncorporated herein by reference, if any, constitute the
sties :=with respect to the subject matter hereof. This
agreements or understandings between the ,Parties with
ereof, and no change, modification, or discharge hereof in
five unless such change, modification, or discharge is in writing
liance with A
licable Law. Subject to the terms and conditions of
hroughout the Term of this Agreement, Developer and the City shall
1 applicable federal, state, and local laws, rules, regulations, codes,
solutions, administrative orders, permits, policies and procedures, and orders
or relate to the respective Parties' obligations and performance under this
all as they may be amended from time to time.
Page 15 of 28
(c)
472 (7292; (
SUBSTITUTED.
Section 23. Representations; Representatives. Each party represents to the oth " that
this Agreement has been duly authorized, delivered, and executed by such pc ty and
constitutes the legal, valid, and binding obligation of such party, enforceable in ar cordance
with its terms.
Section 24. No Exclusive Remedies. No remedy or election given by any p; ovision in this
Agreement shall be deemed exclusive unless expressly so indicated. Wher er possible, the
remedies granted hereunder upon a default of the other party shall be umulative and in
addition to all other remedies at law or equity arising from such event of /fault, except where
otherwise expressly provided.
Section 25. Failure to Exercise Rights not a Waiver .Waiver•`Pr:ovi .'ons. The failure by either
party to promptly exercise any right arising hereunder shall not`co F stitute a waiver of such right
unless otherwise expressly provided herein No waiver or b ach of any provision of this
Agreement shall constitute a waiver of any subsequent breach e the same or any other provision
hereof, and no waiver shall be effective unless made in writg.
Section 26. Events of Default.
(a)
breaches any term, covenant, of 'co
within thirty (30) days after;receip'
nature of such breach; provided,
cured within thirty (30) days, t
to cure such breach; within sa
cure to completion
Developer shall be in default under this Agreement if Developer fails to perform or
ition of this Agreement which is not cured
of written notice from the City specifying the
owever, that if such breach cannot reasonably be
n Developer shall; not be in default if it commences
thirty (30) day period and diligently prosecutes such
(b) The City shall''be in de fault under this:; Agreement if the City fails to perform or
breaches any term, co / enant, or condition of this Agreement and such failure is not
cured witW thirty (0) days after receipt of written notice from a Developer
specifying the nqi,• re of such breach; provided, however, that if such breach cannot
reasonably be red within thirty (30) days, the City shall not be in default if it
commences tr cure such breach within said thirty (30) day period and diligently
prosecutes ; ch cure to completion.
It shall • t be a default under this Agreement if either party is declared bankrupt by
a cour of competent jurisdiction. All rights and obligations in this Agreement shall
surv' e such bankruptcy of either party. The Parties hereby forfeit any right to
ter mate this Agreement upon the bankruptcy of the other party. This section does
of absolve Developer of any of its obligations pursuant to the City Code should it
declare bankruptcy, including but not limited to ensuring that all construction sites,
buildings, structures, and excavation sites are safe.
The default of a successor or assignee of any portion of Developer's rights
hereunder shall not be deemed a breach by the original Developer.
Page 16 of 28
SUBSTITUTED.
Section 27. Remedies Upon Default.
(a) Neither party may terminate this Agreement upon the default of the other p. rty, but
shall have all of the remedies enumerated herein.
(b) Upon the occurrence of a default by a party to this Agreement not cued within the
applicable grace period, Developer and the City agree that any arty may seek
specific performance of this Agreement, and that seeking spe fic performance
shall not waive any right of such party to also seek monetary amages, injunctive
relief, or any other relief other than termination of this Agreei ent. Each party shall
bear its own attorney's fees in any such action.
Section 28. Severability. If any term or provision of this Agreeme
to any person or circumstance shall, to any extent,` hereafter;} be
unenforceable, the remainder of this Agreement or the 'applicatio
persons or circumstances other than those as to which it is held
be affected thereby and shall continue in full force and effect.
Section 29. Assignment and Transfer. This Agreement
heirs, successors, and assigns, including.the successor to''
BCC 650 SMA/AP Property ("BCc 650 SMA/AP P
discretion, may assign, in whole or in part, this A
hereunder, or may extend the benefits of this Agin
Property Interest without the:prior written cons
assignee shall assume; all applicable rights and
to Developer in this Agreement allSO applies
Section 30. ObligationsSurviving Ter
any contrary term or, provision contai
Agreement, the following obligations
effect until the expiration of a one
termination or the expiration of
contained herein; (ii) rights' o.
expiration or earlier terminat
which expressly indicates e'
be applicable or effective
Section 31. Lack
establishing an agen
employees, agent
instrumentalitie
its contractors
Developer o
or the application thereof
etermined to be invalid or
of such term or provision to
valid or unenforceable shall not
shall be binding orfDeveloper and its
r assignee of any property interest in the
operty Interest"). Developer, at its sole
eement o1; any of its rights and obligations
ment, to any holder of a BCC 650 SMA/AP
t or:any other approval of the City. Any such
blhgalions under this Agreement. Any reference
any heir, successor, or assignee of Developer.
ination Hereof Notwithstanding and prevailing over
herein, `in the event of any lawful termination of this
hall `survive such termination and continue in full force and
:year term following the earlier of the effective date of such
e'`Term: (i) the exclusive venue and choice of law provisions
any party arising during or attributable to the period prior to
n of this Agreement; and (iii) any other term or provision herein
:het that it survives the termination or expiration hereof or is or may
eyondhe expiration or permittedearly termination hereof
enc ✓ Relationshi s . Nothing contained herein shall be construed as
y relationship between the City and Developer and neither Developer nor its
contractors, subsidiaries, divisions, affiliates, or guests shall be deemed agents,
, employees, or contractors of the City for any purpose hereunder, and the City,
agents, and employees shall not be deemed contractors, agents, or employees of
its subsidiaries, divisions, or affiliates.
Section .:2, Cooperation; Expedited Permitting; and Time is of the Essence.
(a) The Parties agree to cooperate with each other to the full extent practicable pursuant
to the terms and conditions of this Agreement. The Parties agree that time is of the
47217292;1
Page 17 of 28
SUBSTITUTED.
essence in all aspects of their respective and mutual responsibilities pursuant to this
Agreement. The City shall use its best efforts to expedite the permitting an
approval process in an effort to assist Developer in achieving its Development d
construction milestones. The City will accommodate requests from Develo+er's
general contractor and subcontractors for review of phased or multiple per ruing
packages, such as those for excavation, site work and foundations, build': g shell,
core, and interiors. In addition, the City Manager will designate an indi dual who
will have a primary (though not exclusive) duty to serve as the Ci. 's point of
contact and liaison with Developer in order to facilitate expediting e processing
and issuance of all permit and license applications and approvals cross all of the
various departments and offices of the City. which have the a orily or right to
review and approve all applications for such permits and lice : es.
(b) Notwithstanding the foregoing, the City: shall not be obli• ted to issue any permit
to the extent Developer does not _comply with the appl' able requirements of the
Existing Zoning, the Comprehensive Plan, this Agr:' went, applicable building
codes, and any other statute, ordiranc
Section 33. Enforcement.
In the event that Developer, its successors, or ssigns fails to act in accordance with
the terms of the Existing Zoning or this Agr enient, the City shall seek enforcement
of said violation upon the`subject BCC 6 SMA/AP Property.
Enforcement'of this Agreement shal baby action against any Parties or person
violating, or attempting to violate,-s y Covenants set forth in this Agreement.
This enforcement provision sha be in addition to any other remedies available at
in equity,' or both
Section'34 Amendment or Tertninat
amended oi.terminated durung its Term
City. Prior to'any amendment: or ter
hold two (2) :public hearings be
amendment or termination, Any
of the County at Developer's s
Section 35. Third Part
expense, vigorously defe
challenging the Agrees
including, without li
Statutes (2010), (ii)
any claims for 1
and Developer s
are pending or
Mutual Consent. This Agreement may not be
cept by mutual written agreement of Developer and the
illation of this Agreement during its Term, the City shall
re the City Commission to consider and deliberate such
rrendment or termination shall be recorded in the public records
e cost.
efeinse. The City and Developer shall each, at their own cost and
d any claims, suits, or demands brought against them by third parties
nt or the BCC 650 SMA/AP Project, or objecting to any aspect thereof,
nation, (i) a consistency challenge pursuant to Section 163.3215, Florida
petition for writ of certiorari, (iii) an action for declaratory judgment, or (iv)
os , damage, liability, or expense (including reasonable attorneys' fees). The City
all promptly give the other written notice of any such action, including those that
hreatened, and all responses, filings, and pleadings with respect thereto.
Section 3C, No Conflict of Interest. Developer agrees to comply with Section 2-612 of the City
Code as +f the Effective Date, with respect to conflicts of interest.
Page 18 of 28
47 7292;1
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Section 37. No Third -Party Beneficiary. No persons or entities other than Developer an the
City, their heirs, permitted successors, and assigns, shall have any rights whatsoever un . r this
Agreement.
Section 38. Counterparts. This Agreement may be executed in two (2) or more ciunterparts,
each of which shall constitute an original but all of which, when taken together, s all constitute
one and the same agreement.
Section 39. Abutting Property Owners. The City and Developer have mutual interest in
ensuring that construction of the BCC 650 SMA/AP Project, proceeds i a manner which is
respectful of and sensitive to owners of property abutting the BCC 650 SMA/AP Project
("Abutting Owners"). In recognition of this concern, during constructio • f the BCC 650 SMA/AP
Project, Developer agrees to ensure that Abutting Owners ate compens ted for any actual damages
which directly result from accidental loss of utility service caused Developer, its contractors,
or subcontractors.
Section 40. Status. Upon request from time to time by Dev lopes, or its successor, assigns, or
any mortgagee of Developer, its successor, or assign, the City shall deliver to such requesting party
a letter (in recordable form, if requested) stating whether the obligationsof Developer or its
successor or assign under this Agreement are current 'an e :in good standing or have been satisfied.
In the event Developer or its successor of• assign is not lr ent in its obligations or such obligations
are not satisfied, said letter shall state the 'particula manner in which such person's obligations
under this Agreement are not current and in good anding or have not yet been satisfied.
Section 41, Estoppel Within ninety (90) d. s ofreceipt of written request from a Developer
party, the City Manager"or his designee, on b alf of the City, shall execute an estoppel certificate
or similar document, in form and substanc- reasonably acceptable to the City Attorney, affirming
Developer's compliance with the condit ns set fotth in the Agreement. Should the City fail to
execute the requested estoppel eertifrce within the aforementioned time period, the City's non -
response shall be presu ned to indica Developer's compliance with the terms of the Agreement.
NOW, UIIEREOF, t: e ':City and `Developer have caused this Agreement to be duly
executed.
ignatn e blocks for City and Developer on next pages]
Page 19 of 28
47217292;1
SUBSTITUTED,
Signed, witnessed, executed and acknowledged this day of , 2019.
Witnessed by: THE CITY OF MIAMI,
a Florida municipal corporatio
Printed:
Printed:
STATE OF
COUNTY OF
By:
Name:`
Title:
The foregoing instrument was acl owledged before me this day of ,
2019 by ;n , the; of THE CITY OF
MIAMI,, a Florida$ m unicipal corpo tion 'He/She `is personally known to me or presented
as identific.. ion and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STD MP ` `' ` Print Name
Page 20 of 28
47217292;1
SUBSTITUTED.
Signed, witnessed, executed and acknowledged this
day of , 2019.
Witnessed by: TOBACCO ROAD PROPERTY HOLDINGS
a Florida limited liability company
Printed:
Printed:
STATE OF
ss`
COUNTY OF
The foregoing instrument was acknowl
2018 by
PROPERTY 'HOLDINGS, LLC, a or
known Ito. me or presented
By:
Name:
Title:
ged before me this
LC,
day of
of TOBACCO ROAD
a limited liability company. He/She is personally
as identification and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STAMP '' Print Name
Page 21 of 28
47 7292;1
SUBSTITUTED,
Signed, witnessed, executed and acknowledged this day of , 2019.
Witnessed by:
Printed:
Printed:
STATE OF
COUNTY OF
The foregoing instrument was acknow
2018 by
CREEK HOLDINGS, LLC, a Floiida 1i
me or presented
2 INDIAN CREEK HOLDINGS LC
a Florida limited liability compa y
By:
Name:
Title:
edged before me::this day of
the of 2 INDIAN
ited liability company. He/She is personally known to
as .identification and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STA ' Print Name
Page 22 of 28
47217292;1
SUBSTITUTED.
Signed, witnessed, executed and acknowledged this day of , 2019.
Witnessed by: BCC ROAD IMPROVEMENT C,
a Florida limited liability compa
Printed:
Printed:
STATE OF
COUNTY OF
The foregoing: instrument yeas acknow
2018 by
IMPROVEMENT LLC, a; Florida limite
or presented .:
By:
Name:
Titles
y
edged before me this _ day of ,
e of BCC ROAD
liability company. He/She is personally known to me
entificatioiiand who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STA •> Print Name
Page 23 of 28
47217292;1
SUBSTITUTED.
Exhibit "A"
BCC 650 SMA Property Legal Description:
Parcel 1:
A portion of Lot 18, in Block 38-A, AMENDED PLAT OF BLOCK 38- AND THE
NORTH IIALF OF BLOCK 53-S, CITY OF MIAMI, according to the P at thereof, as
recorded in Plat Book 1 at Page 74 of the Public Records of Miami Dade r ounty, Florida,
more particularly described as follows:
Beginning at the Southeast corner of said Lot ,18, run South 87°3 "'17" West, along the
South line of said Lot 18, for a distance of 50.01 feet to the=,Sout, west corner of said Lot
18; thence run North 02°16'37" West, alongythe West line of `s.''d Lot 18 for a distance of
90.55 feet to a point; thence run North 55° 10'03" East for a dis nee,of 18.32 feet to a point
of curve; thence run Northeasterly along the arc of a cculal VCu1ve, concave to the
Southeast, having a radius of 2856.29 feet, through a cen •.1 angle of 00°49'08", for an arc
distance of 40.83 feet to a point on the east line of said t 18; thence un South 02° 16'38"
East, along the East line of said Lot 18, for a `dist. ce of 122.05 feet to the Point of
Beginning,
Parcel 2:
All of Lots 19, 20 "and 21, Block 38-A of Ai. NDED PLAT OF BLOCK 38-A AND THE
NORTH HALF OF BLOCK, 53-S, CITY OF MIAMI;' according to the Plat thereof, as
recorded in Plat Book 1 at Page 74, oft Public Records of Miami Dade County, Florida.
LESS AND EXCEPTING'HERBF
Corninence at the Sotthwest`cor
the West line of said Lot 19, f
herein described parcel, the
of said Lot:19, for a disc:
North 87°37'22=! East, a
feet; thence rur South
Parcel 3:
OM thefollowing portion thereof, to wit:
er of said Lot 19; thence run North 02° 16'3 8" West, along
ia distance of 122.05 feet to the Point of Beginning of the
e continue to run North 02°16'38" West, along the West line
ce of 27.72 feet to the Northwest corner thereof; thence run
•rig the north line of said. Lot 19 and 20, for a distance of 53.56
° 17'00" West for a distance of 60.35 feet to the Point of Beginning
Lots 22 and 2 and the South %2 of Lot 24, in Block 38-A of AMENDED PLAT OF
BLOCK 38-AND THE NORTH HALF OF BLOCK 53-S, CITY OF MIAMI, according
to the Plat ereof, as recorded in Plat Book 1 at Page 74, of the Public Records of Miami
Dade Conty, Florida.
Parc
Page 24 of 28
47" 7292;1
SUBSTITUTED.
The North % of Lot 24 in Block 38-A of AMENDED PLAT OF BLOCK 38-A AND E
NORTII HALF OF BLOCK 53-S, CITY OF MIAMI, according to the Plat ther, of, as
recorded in Plat Book 1 at Page 74, of the Public Records of Miami Dade County-lorida.
Parcel 5:
Lot 1, Block 38-A, OF AMENDED PLAT OF BLOCK 38-A AND THE ' ORTH HALF
OF BLOCK 53-S, CITY OF MIAMI, according to the Plat thereof, a recorded in Plat
Book 1 at Page 74, of the Public Records of Miami Dade County, Flo da.
Parcel 6:
Tract "A", of 602 COMPLEX, according to the Plat thereof, arecorded in Plat Book 139,
at Page 41, of the Public Records of Miami -Dade, Florida
BCC AP Property Legal Description:
Lot 6, in Block 38A, of AMENDED PLAT QF,B OM 38A AND THE NORTH HALF
OF BLOCK 53S, MAP OF MIAMI CO. FLA, a .cording to the Plat thereof, as recorded in
Plat Book 1, at Page 74, Public Records of Mi i-Dade County, Florida, LESS that certain
Right of Way for Bridge as recorded in Official RecordsBook 11897, Page 1864 and in
Official Records Book 11913, Page 509, the Public=Records of Miami -Dade County,
Florida
AND
Tract "B" of,602 COI %IPLEX, a ording tothe Plat thereof, as recorded in Plat Book 139,
Page,411 of the Public"Record of Miami -Dade; Florida.
D
Lot 4; Block E, SOUT
Plat Book B, at Page
AND
CITY OF MIAMI, according to the Plat thereof, as recorded in
1, of the Public Records of Miami -Dade County, Florida.
Begin at the outhw°est corner of Lot 1, Block E, of SOUTH CITY OF MIAMI, according
to the Plat ereof, recorded in Plat Book B, Page 41, thence East 50 feet, thence North 100
feet to the North line of Lot 2 of said Block E South, thence run West 14.15 feet to the East
line of '..W. Miami Avenue Road; thence Southwesterly along S.W. Miami Avenue Road
45,9. feet to the Northeast corner of Lot 4 of said Block E South; thence South along the
Ea line of Lot 4, Block E South, 71.31 feet more or less to the place of Point of Beginning;
s me being the West 50 feet of Lot 1 and the West fractional part of Lot 2, Block E of
OUTH CITY OF MIAMI, Plat Book B, Page 41, Public Records of Miami -Dade County,
Florida.
Page 25 of 28
47217292;1
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AND
A portion of Lots 1, 2, and 3, of Block E S, MAP OF MIAMI, according to the at thereof
as recorded in Plat Book B and Page 41, of the Public Records of Miami-D. de County,
Florida, being more particularly described as follows;
Commence at the Southwest Corner of Lot 4, of said Block E S; thence
the Southeasterly Right -of -Way Line of S.W. Miami Avenue Road for
feet to the Southwest Comer of said Lot 3; said point also b
BEGINNING of the hereinafter described Parcel of land:' -thence
along said Right -of -Way Line for a distance of 49,43 feet to
circular curve concave Southeasterly; thence Northeasterly to
curve having for its elements a Radius of 25.00 feet, thrOi
for an arc distance of 10.31 feet to a point of tangency; th
of 9.39 feet to a point of intersection with the "Limits o
the Dade County Public Works Departnent Right -of -
dated March 1981, Revised January 1983;;thence
Construction Line" for a distance of 13.68 feet to
thence continuing along said. "Limits of Const
along the arc of said curve having faits eleme
angle of 29°47'13" for an arc distance" of,1
South line of said .,Lot 1 being 1,;non-t
S87°37' 19"W along the South Line of s
of SW 6th Street,""'for a distance of 9
the West 50.00 feet of said; Lots
intersection with the South: line o
for a distance of 14.15 feet to th"
=AND
A portion of Southwest
48°58'24"E along
distance of 160.14
ing the POINT OF
48°58'24"E continuing
oint of curvature with a
e right along the arc of said
a central angle of 23°38'04"
ceN72°36'28"E for a distance
Construction Line" as shown on
ay Map Section No. 87513-2644
S02°16'45"E along said "Limits of
point of curvature convave Westerly;
etion Line" Southwesterly to the right
s a Radius of 250.25 feet, through a central
0.10 feet; to a point of intersection with the
gent ,to the aforementioned curve; thence
id Lot J also being the North Right -of -Way line
feet; thence'NO2°17'41 "W along the East line of
and 2'for a distance of 100.01 feet to a point of
aid Lot,3; thence S87°37'19"W along said South line
DINT OF BEGINNING.
a
h Street;being more particularly described as follows;
Begin at the Northw; st coiner of Lot 6 in Block 38A of AMENDED PLAT OF BLOCK
3 8A AND THEN."' TH HALF OF BLOCK 53 S, according to the Plat thereof, as recorded
in Plat Book 1 a 'age 74, of the Public Records of Miami -Dade County, Florida; thence
North 87°37'27 East along the North line of said Lot 6, also being the South Right Of Way
uthwest"6th Street, also being the North line of Tract "B" of 602 COMPLEX,
the Plat thereof, as recorded in Plat Book 139 at Page 41 of said Public
180.37 feet to the Northeast corner of said Tract "B", said corner lying and
Northwesterly Limited Access Right Of Way Line and a point on a circular
concave to the Northwest and whose radius point bears North 50°56'14" West;
e Northeasterly along said Limited Access Right Of Way Line and being a 255.25
radius curve, leading to the left, through a central angle of 07°05'10" for an arc distance
of 31.57 feet to a point on a non -tangent line; thence North 28°54'02" East along said
Limited Access Right Of Way line for 19.13 feet to a point on a circular curve, concave to
line of said S
according
Records or
being s the
cury
the
fr,ot
Page 26 of 28
47217292;1
SUBSTITUTED.
the Northwest; thence Northeasterly along said Limited Access Right Of Way Line and
being a 254.75 foot radius curve, leading to the left, through a central angle of 02°16'35
for an arc distance of 10.12 feet to a point on the North Right Of Way line of Southw st
6th Street; thence South 87°37'27" West along the South line of Lot 1 and Lot 4 of BL CK
E S, of MAP OF MIAMI, according to the Plat thereof, as recorded in Plat Book B ; Page
41, of said Public Records and said North Right Of Way Line for 153.71 feet to a oint on
the Southeasterly Right Of Way line of Southwest Miami Avenue Road, als s eing the
Southwest corner of Lot 4; thence South 48°18'26" West for 78.91 feet to ie Point of
Beginning.
47 7292;1
Page 27 of 28
,y.
Exhibit "B"
[to be provided]
Page 28 of 28
SUBSTITUTED.