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HomeMy WebLinkAboutBack-Up DocumentsThis instrument prepared by or under the supervision of (and after recording return to): Name: Ryan Bailine, Esq. Address: Greenberg Traurig, P.A. 333 S.E. 2nd Ave., Suite 4400 Miami, FL 33157 DECLARATION OF RESTRICTIONS THIS DECLARATION OF RESTRICTIONS (this "Declaration") is executed as of , 2019 ("Effective Date"), by , a ("Developer"). RECITALS A. The City of Miami, a municipal corporation of the State of Florida ("City"), owns certain real property consisting of approximately 3.15 acres of land located at 444 and 460 SW 2nd Avenue in the City of Miami, Miami -Dade County, Florida, and commonly known as "Miami Riverside Center", as more particularly described on Exhibit A attached hereto and made a part hereof, upon which City operates its current administration building, a parking garage, and an adjacent vacant land parcel. The term "Property" shall mean the real property described in Exhibit A attached hereto, which is the real property owned by City and described on Exhibit A (the "Land"); the buildings, structures and other improvements and appurtenances now or hereafter existing on the Land; and the airspace above the Land. B. On February 2, 2016, City issued a competitive solicitation, inclusive of Offering Memorandum No. 15-16-008 and any related Addenda (collectively, the "OM") for the sale/lease of the Property, which OM specifically sought the disposition of the Property due to the operational challenges and deficiencies of the Existing Improvements. Developer submitted a proposal to the City in response to the OM and Developer was recommended as the top -ranked bidder by a selection committee appointed by the City Manager. C. On July 26, 2018, the City Commission passed and adopted Resolution No. R-18- 0324, calling for a special election to be held on November 6, 2018, for the purpose of submitting to the qualified electors of the City, for their approval or disapproval, the proposed lease of the Property to Developer with a purchase option, on the terms and conditions set forth in the ballot question included in the special election, as supplemented by a term sheet negotiated by City and ACTIVE 43316043v3 Developer. The proposed transaction between the City and Developer for the Property was approved by voter referendum by the electorate of the City on November 6, 2018. D. The City and Developer entered into that certain Agreement to Lease (Miami Riverside Center) dated , 2019 (the "Lease Agreement"), which included certain obligations on Developer with respect to the development of the Property, including, specifically, Sections 4.8, 10.3 and 10.2 of the Lease Agreement. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer hereby covenants and agrees as follows: 1. Recitals; Definitions. The foregoing recitals are true and correct and are incorporated herein by this reference. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease Agreement. 2. Construction Labor. Developer shall coordinate with trade and labor unions, including but not limited to, life safety, conveyance, plumbing and electric, to bid on aspects of the improvements developed on the Property. 3. Living Wage. Developer shall comply with the "Living Wage" requirements as set forth in Article X of the City's Code of Ordinances (Secs. 18-556 — 18-559), as may be amended from time to time, with respect to all on -site employees employed by Developer. 4. Labor Peace Agreements. During the Lease Term, Developer shall require that all contractors and employers of employees hired to staff Hospitality Operations (defined herein as any services provided at hotels, motels, lodging and food and beverage services provided at convention or conference facilities) on the Property be a party to a "Labor Peace Agreement" covering such employees to the extent they are members of a labor organization. The Labor Peace Agreement must be a valid agreement that includes a No -Strike Pledge prohibiting the labor organization and its members from engaging in any picketing, work stoppages, boycotts, or any other economic interference with the Hospitality Operations if same would reasonably be likely to materially reduce Gross Revenues generated from such operations. The Labor Peace Agreement shall cover all Hospitality Operations (other than construction, alteration or repair of the Property) that are conducted by Developer and its agents or independent contractors, where the contract amount is reasonably expected to be in excess of $120,000 per annum. The Labor Peace Agreement shall not include any provision that would require or compel an employee to be a member of any labor organization. A contracting party may be relieved of this obligation if: (a) the labor organization places conditions upon its No -Strike Pledge that the City Commission finds, after notice and public hearing, to be arbitrary or capricious; or (b) the City Manager makes a written finding containing the reasons for supporting the conclusion that a labor peace agreement should not be required as it would not be practicable or is not advantageous to the City, which finding must be approved by the City Commission, after notice and public hearing. Developer shall comply (and cause Sublessees to comply) with this provision to the extent not prohibited by Laws or Ordinances or any other provision within the Lease Agreement or any other agreement between the Developer and the City. 5. Miscellaneous. ACTIVE 43316043v3 (a) Covenant Running with the Land. This Declaration, once approved for legal form and sufficiency by the City Attorney, and accepted by the City of Miami, or designee, shall burden and benefit title to the leasehold estate in the Property and shall inure to the benefit of and be binding on the Developer and its successors and assigns. For the avoidance of doubt, in the event the Developer purchases the Property, or any portion thereof, this Declaration, and the covenants contained herein, shall automatically terminate and shall no longer be of any force or effect as to such portion of the Property purchased by the Developer. (b) Integration; Waiver; Construction. The section headings contained in this Declaration are for reference purposes only and shall not affect the meaning or interpretation hereof. In construing this Declaration, the singular shall be held to include the plural, the plural shall be held to include the singular, and reference to any particular gender shall be held to include every other and all genders. References herein to any section shall mean the sections of this Declaration unless another agreement is specified. All Exhibits attached hereto are incorporated herein by reference. (c) Term of Declaration. The provisions of this instrument shall become effective upon their recordation in the Public Records of Miami -Dade County, Florida, and shall continue in effect for a period of thirty (30) years after the date of such recordation, after which time they shall be extended automatically for successive periods of ten (10) years each, unless released in writing by the (i) then owners of the Property (or if any portion of the Property has been submitted to the condominium form of ownership, then by the association established to operate the condominium in lieu of all of the owners thereof) AND (ii) the Zoning Administrator and Directors of the Departments of Public Works, Planning, and Building of the City of Miami, subject to the approval of the City Attorney as to legal form and correctness, or their respective designees or successors, upon the demonstration and affirmative finding that the same is no longer necessary to preserve and protect the Property for the purposes herein intended. (d) Amendments, Modifications, Releases. The provisions of this instrument may be amended, modified, or released by a written instrument executed by the (i) then owners of the Property (or if any portion of the Property has been submitted to the condominium form of ownership, then by the association established to operate the condominium in lieu of all of the owners thereof and the joinder of any mortgagees(s) if there are any mortgages on the Property) and (ii) the Zoning Administrator and Directors of the Departments of Public Works, Planning, and Building of the City of Miami, subject to the approval of the City Attorney as to legal form and correctness, or their respective designees or successors. All amendments, modifications, or releases of this Declaration shall be executed in the manner enumerated in this section and shall be recorded in the Public Records of Miami -Dade County, Florida in order for the amendment, modification, or release to be valid and effective. (e) Enforcement. Enforcement of this Declaration shall be by action against the parties to this Declaration or persons violating or attempting to violate any covenants in this Declaration or the then owners at the time the violation is committed. This enforcement provision shall be in addition to any other remedies available at law, in equity, or both, including by way of injunction. The violations may also be enforced by City Code, Chapter 2, Article X, entitled Code Enforcement ACTIVE 43316043v3 (f) Severability. Invalidation of any of these covenants by judgment of a court shall not affect any of the other provisions, which shall remain in full force and effect. (g) Cumulative and Waiver. All rights, remedies and privileges granted herein shall be deemed to be cumulative and the exercise of any one or more shall neither be deemed to constitute an election or remedy, nor shall it preclude the party exercising the same from exercising such other additional rights, remedies, or privileges as may be available to it. (h) Presumption of Compliance. Where construction has occurred on the Property or any portion thereof, pursuant to a lawful permit issued by the City, and inspections made and approval of occupancy given by the City, then such construction, inspection and approval shall create a rebuttable presumption that the buildings or structures thus constructed comply with the intent and spirit of this Declaration. (i) Recording. This Declaration shall be recorded in the Public Records of Miami - Dade County, Florida. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] ACTIVE 43316043v3 Signed, witnessed, executed and acknowledged this day of , 2019. Witnesses By: Print Name: Name: Print Name: STATE OF FLORIDA ) ) SS COUNTY OF MIAMI-DADE ) Title: The foregoing instrument was acknowledged before me this day of 2019, by , as of . Personally Known or Produced Identification Type of Identification Produced Print or Stamp Name: Notary Public, State of Commission No.: N/A My Commission Expires: ACTIVE 43316043v3 Exhibit A The Property ACTIVE 43316043v3 This instrument prepared by or under the supervision of (and after recording return to): Name: Ryan Bailine, Esq. Address: Greenberg Traurig, P.A. 333 S.E. 2nd Ave., Suite 4400 Miami, FL 33157 DECLARATION OF RESTRICTIONS THIS DECLARATION OF RESTRICTIONS (this "Declaration") is executed as of , 2019 ("Effective Date"), by Lancelot Miami River, LLC, a Florida limited liability company ("Lancelot"). RECITALS A. The City of Miami, a municipal corporation of the State of Florida ("City"), owns certain real property consisting of approximately 3.15 acres of land located at 444 and 460 SW 2nd Avenue in the City of Miami, Miami -Dade County, Florida, and commonly known as "Miami Riverside Center" (the "Property"), upon which City operates its current administration building, a parking garage, and an adjacent vacant land parcel. B. On February 2, 2016, City issued a competitive solicitation, inclusive of Offering Memorandum No. 15-16-008 and any related Addenda (collectively, the "OM") for the sale/lease of the Property, which OM specifically sought the disposition of the Property due to the operational challenges and deficiencies of the Existing Improvements. Lancelot submitted a proposal to the City in response to the OM and Lancelot was recommended as the top -ranked bidder by a selection committee appointed by the City Manager. C. On July 26, 2018, the City Commission passed and adopted Resolution No. R-18- 0324, calling for a special election to be held on November 6, 2018, for the purpose of submitting to the qualified electors of the City, for their approval or disapproval, the proposed lease of the Property to Lancelot with a purchase option, on the terms and conditions set forth in the ballot question included in the special election, as supplemented by a term sheet negotiated by City and Lancelot. The proposed transaction between the City and Lancelot for the Property was approved by voter referendum by the electorate of the City on November 6, 2018. D. Lancelot owns certain real property consisting of approximately 1.59 acres of land located at 230 SW 3rd Street in the City of Miami, Miami -Dade County, Florida, as more ACTIVE 43316027v3 particularly described on Exhibit A attached hereto and a made a part hereof (the "Adjacent Parcel"), upon which Lancelot intends to develop a mixed -use project. E. The City and Lancelot entered into that certain Agreement to Lease (Miami Riverside Center) dated , 2019 (the "Lease Agreement"), which included certain obligations on Lancelot with respect to the development of the Adjacent Parcel, including, specifically, Recital B and Sections 4.8 and 10.3 of the Lease Agreement. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lancelot hereby covenants and agrees as follows: 1. Recitals; Definitions. The foregoing recitals are true and correct and are incorporated herein by this reference. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease Agreement. 2. Workforce Housing. If the development on the Adjacent Parcel includes a residential component, not less than ten percent (10%) of the dwelling units available for rent in such residential component shall be "work force housing" as described in Miami -Dade County Implementing Order No. IO 3-60 (Administration of the Workforce Housing Development Program). 3. Construction Labor. Lancelot shall coordinate with trade and labor unions, including but not limited to, life safety, conveyance, plumbing and electric, to bid on aspects of the improvements developed on the Adjacent Parcel. 4. Living Wage. Lancelot shall comply with the "Living Wage" requirements as set forth in Article X of the City's Code of Ordinances (Secs. 18-556 — 18-559), as may be amended from time to time, with respect to all on -site employees employed by Lancelot. 5. Miscellaneous. (a) Covenant Running with the Land. This Declaration, once approved for legal form and sufficiency by the City Attorney, and accepted by the City of Miami, or designee, shall run with the land and be binding upon the heirs, successors, personal representatives and assigns, and upon all owners, future owners, mortgages, and lessees and others presently or in the future having any interest in the Adjacent Parcel. (b) Integration; Waiver; Construction. The section headings contained in this Declaration are for reference purposes only and shall not affect the meaning or interpretation hereof. In construing this Declaration, the singular shall be held to include the plural, the plural shall be held to include the singular, and reference to any particular gender shall be held to include every other and all genders. References herein to any section shall mean the sections of this Declaration unless another agreement is specified. All Exhibits attached hereto are incorporated herein by reference. (c) Term of Declaration. The provisions of this instrument shall become effective upon their recordation in the Public Records of Miami -Dade County, Florida, and shall continue in effect for a period of thirty (30) years after the date of such recordation, after which time they ACTIVE 43316027v3 shall be extended automatically for successive periods of ten (10) years each, unless released in writing by the (i) then owners of the Adjacent Parcel (or if any portion of the Adjacent Parcel has been submitted to the condominium form of ownership, then by the association established to operate the condominium in lieu of all of the owners thereof) AND (ii) the Zoning Administrator and Directors of the Departments of Public Works, Planning, and Building of the City of Miami, subject to the approval of the City Attorney as to legal form and correctness, or their respective designees or successors, upon the demonstration and affirmative finding that the same is no longer necessary to preserve and protect the Adjacent Parcel for the purposes herein intended. (d) Amendments, Modifications, Releases. The provisions of this instrument may be amended, modified, or released by a written instrument executed by the (i) then owners of the Adjacent Parcel (or if any portion of the Adjacent Parcel has been submitted to the condominium form of ownership, then by the association established to operate the condominium in lieu of all of the owners thereof and the joinder of any mortgagees(s) if there are any mortgages on the Adjacent Parcel) and (ii) the Zoning Administrator and Directors of the Departments of Public Works, Planning, and Building of the City of Miami, subject to the approval of the City Attorney as to legal form and correctness, or their respective designees or successors. All amendments, modifications, or releases of this Declaration shall be executed in the manner enumerated in this section and shall be recorded in the Public Records of Miami -Dade County, Florida in order for the amendment, modification, or release to be valid and effective. (e) Enforcement. Enforcement of this Declaration shall be by action against the parties to this Declaration or persons violating or attempting to violate any covenants in this Declaration or the then owners at the time the violation is committed. This enforcement provision shall be in addition to any other remedies available at law, in equity, or both, including by way of injunction. The violations may also be enforced by City Code, Chapter 2, Article X, entitled Code Enforcement (f) Severability. Invalidation of any of these covenants by judgment of a court shall not affect any of the other provisions, which shall remain in full force and effect. (g) Cumulative and Waiver. All rights, remedies and privileges granted herein shall be deemed to be cumulative and the exercise of any one or more shall neither be deemed to constitute an election or remedy, nor shall it preclude the party exercising the same from exercising such other additional rights, remedies, or privileges as may be available to it. (h) Presumption of Compliance. Where construction has occurred on the Adjacent Parcel or any portion thereof, pursuant to a lawful permit issued by the City, and inspections made and approval of occupancy given by the City, then such construction, inspection and approval shall create a rebuttable presumption that the buildings or structures thus constructed comply with the intent and spirit of this Declaration. (i) Recording. This Declaration shall be recorded in the Public Records of Miami - Dade County, Florida. ACTIVE 43316027v3 Signed, witnessed, executed and acknowledged this day of , 2019. Witnesses By: Print Name: Name: Print Name: STATE OF FLORIDA ) ) SS COUNTY OF MIAMI-DADE ) Title: The foregoing instrument was acknowledged before me this day of 2019, by , as of . Personally Known or Produced Identification Type of Identification Produced ACTIVE 43316027v3 Print or Stamp Name: Notary Public, State of Commission No.: N/A My Commission Expires: JOINDER AND CONSENT BY MORTGAGEE The undersigned FLORIDAN COMMUNITY BANK, a Florida banking corporation, the Mortgagee under that certain mortgage executed by LANCELOT MIAMI RIVER, LLC, a Florida limited liability company, recorded August 29, 2017 in Official Records Book 30673, Page 1545 of the Public Records of Miami -Dade County, Florida, in the original amount of Seven Million Eight Hundred Thousand and 00/100 DOLLARS ($7,800,000.00), covering all or a portion of the property described in the foregoing Declaration of Restrictions, does hereby acknowledge that the terms of this Declaration of Restrictions are and shall be binding upon the undersigned and its successors in title. It is expressly understood that the consent to the Declaration of Restrictions of said parcel(s) shall not in any way affect the lien of said Mortgage upon the land thereby subject to the Mortgage. [Execution Pages Follow] ACTIVE 43316027v3 IN WITNESS WHEREOF, these presents have been executed this day of , 2019. FLORIDAN COMMUNITY BANK, a Witness Florida banking corporation, Witness STATE OF FLORIDA COUNTY OF MIAMI-DADE ) )SS )S By: Name: Title: The foregoing instrument was acknowledged before me this day of 2019 by , the of FLORIDAN COMMUNITY BANK, a Florida banking corporation, who is personally known to me or has produced as identification NOTARY PUBLIC, STATE OF FLORIDA Print Name: Commission No. Commission Expires: ACTIVE 43316027v3 Exhibit A The Adjacent Parcel ACTIVE 43316027v3