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
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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.
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(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
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(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.]
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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:
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Exhibit A
The Property
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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
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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
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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.
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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
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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]
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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:
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Exhibit A
The Adjacent Parcel
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