HomeMy WebLinkAboutExhibit B - Draft Development AgreementDEVELOPMENT AGREEMENT BETWEEN
THE CITY OF MIAMI, FLORIDA AND
THE MOST REVERED THOMAS G. WENSKI,
AS ARCHBISHOP OF THE ARCHDIOCESES OF MIAMI
REGARDING DEVELOPMENT OF THE PROPERTY
LOCATED AT 3601, 3667, AND 3675 S MIAMI AVENUE
This is a Development Agreement ("Agreement") made this day of
, 2022, between The Most Revered Thomas G. Wenski, as Archbishop
of the Archdioceses of Miami ("Wenski" or the "Owner"), and the City of Miami, Florida, a
municipal corporation and a political subdivision of the State of Florida ("City"), collectively
referred to as the "Parties" to this Agreement.
RECITALS
WHEREAS, Wenski is the fee simple owner of the property in Miami -Dade County,
Florida, legally described in Exhibit "A", having street addresses of 3601 S Miami Avenue, 3667
S Miami Avenue, and 3675 S Miami Avenue, Miami, Florida (the "Main Campus Property"), and
the property in Miami -Dade County, Florida legally described in Exhibit "B", having a street
address of 3675 S Miami Avenue, Miami, Florida (the "Auxiliary Property"), (collectively, the
"Property"); and
WHEREAS, Wenski filed a Complaint on April 9, 2013 (amended on July 6, 2016) styled
The Most Revered Thomas G. Wenski, as Archbishop of Archdioceses of Miami v. The City of
Miami, FL, Miami -Dade County Circuit Court No. 2013-12523 CA 06 (the "Lawsuit") alleging
violations by the City of the Bert J. Harris, Jr. Private Property Rights Protection Act as pertains
to the Property; and
WHEREAS, the City filed its Motion to Dismiss Amended Complaint on July 25, 2016,
which Motion to Dismiss remains pending; and
WHEREAS, the Parties have engaged in good faith settlement negotiations in an effort to
resolve the Lawsuit; and
WHEREAS, Section 70.001(4)(c), Florida Statutes, contemplates and enumerates various
settlement mechanisms to resolve claims under the Bert J. Harris, Jr. Private Property Rights
Protection Act and further provides that if a settlement offer is accepted, before or after filing an
action, the governmental entity may implement the settlement offer by appropriate Development
Agreement; and
WHEREAS, it is found that the relief granted herein protects the public interest served by
the regulations at issue and is the appropriate relief necessary to prevent the governmental
regulatory effort from inordinately burdening the real property; and
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WHEREAS, the Parties have agreed to enter into this Agreement as part of the Settlement
Agreement to resolve all claims asserted among them in the Lawsuit;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is
hereby understood and agreed:
Section 1. Recitals. The above recitals are true and correct and are incorporated into and made
a part of this Agreement.
Section 2. Consideration. The Parties hereby agree that the consideration and obligations
recited and provided for under this Agreement constitute substantial benefits to all Parties and thus
adequate consideration for this Agreement.
Section 3. 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 plural include the singular;
(c) A pronoun in one gender includes and applies to other genders as well;
(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 agree that this Agreement shall not be more strictly construed against
any individual party as all Parties are drafters of this Agreement; and
(f) The attached exhibits shall be deemed adopted and incorporated into the
Agreement. In the event of a conflict between the attachments and this Agreement,
this Agreement shall control.
Section 4. Definitions. Capitalized terms that are not specifically defined herein shall have
the meaning given in the Zoning Ordinance.
"Agreement" means this Development Agreement between the City and the
Owner.
"Auxiliary Property" means that real property having a street address of 3675 S
Miami Avenue, Miami, Florida, as legally described in Exhibit "B".
"City" means the City of Miami, a municipal corporation of the State of Florida,
and all departments, agencies, and instrumentalities subject to the jurisdiction
thereof.
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"Comprehensive Plan" means the comprehensive plan known as the Miami
Comprehensive Neighborhood Plan ("MCNP") adopted by the City pursuant to
Chapter 163, Florida Statutes, meeting the requirements of Sections 163.3177,
163.3178, and 163.3221(2), Florida Statutes, which is in effect as of the Effective
Date of the Agreement.
"County" means Miami -Dade County, a political subdivision of the State of
Florida.
"Development" means the carrying out of any building activity, the making of any
material change in the use or appearance of any structure or land, the dividing of
land into three (3) or more parcels, and such other activities described in Section
163.3221(4), Florida Statutes.
"Effective Date" means the date of recordation of the fully -executed, original
version of this Agreement.
"Existing Zoning" means the applicable zoning designation and land
development regulations of the Zoning Ordinance; the Charter of the City of
Miami, Florida, as amended; and the Code of the City of Miami, Florida, as
amended in effect as of the time of the Effective Date.
"Land" means the earth, water, and air above, below, or on the surface, and
includes any improvements or structures customarily regarded as land.
"Laws" mean all ordinances, resolutions, regulations, comprehensive plans, land
development regulations, and rules adopted by a federal, local or State government
affecting the Development of Land.
"Lawsuit" means the complaint filed by Wenski on April 9, 2013 (as amended on
July 6, 2016) styled The Most Revered Thomas G. Wenski, as Archbishop of
Archdioceses of Miami v. The City of Miami, FL, Miami -Dade County Circuit Court
No. 2013-12523 CA 06, alleging violations by the City of Miami of the Bert J.
Harris, Jr. Private Property Rights Protection Act as pertains to the Property.
"Main Campus Property" means that real property having street addresses of
3601 S Miami Avenue and 3667 S Miami Avenue, Miami, Florida, as legally
described in Exhibit "A".
"Miami 21" means the City of Miami's zoning code as adopted by Ordinance
13114, also known as the "Zoning Ordinance".
"Owner" means The Most Revered Thomas G. Wenski, as Archbishop of the
Archdioceses of Miami and includes any successor in interest and assigns, also
known as "Wenski".
"Parties" means the Owner and the City.
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"Property" means that real property having street addresses of 3601 S Miami
Avenue, 3667 S Miami Avenue, and 3675 S Miami Avenue, Miami, Florida, as
legally described in Exhibit "A" and Exhibit "B".
"Public Facilities" mean major capital improvements, including, but not limited
to, transportation, sanitary sewer, solid waste, drainage, potable water, educational
facilities, parks and recreational facilities, streets, parking, and health systems and
facilities.
"Wenski" means The Most Revered Thomas G. Wenski, as Archbishop of the
Archdioceses of Miami and includes any successor in interest and assigns, also
known as "Owner".
"Zoning Ordinance" means the City of Miami's zoning code as adopted by
Ordinance 13114, also known as "Miami 21".
Section 5. Purpose. The purpose of this Agreement is for the City to authorize the Owner to
redevelop the Property pursuant to the provisions contained herein for purposes of resolving all
claims asserted or which could have been asserted between the Parties in the Lawsuit. This
Agreement will establish, as of the Effective Date, the land development regulations that will
govern the Development of the Property, thereby providing the Parties with additional certainty
during the Development process.
Section 6. Intent. The Owner and the City intend for this Agreement to be construed and
implemented so as to effectuate this Agreement, the Comprehensive Plan, Existing Zoning, and
the Florida Local Government Development Agreement Act, Sections 163.3220 - 163.3243,
Florida Statutes.
Section 7. Applicability. This Agreement only applies to the Property as identified and
legally described in Exhibit "A," attached and incorporated.
Section 8. Term of Agreement, Effective Date, and Binding Effect; Covenant Running
with the Land. This Agreement shall have a term of thirty (30) years from the Effective Date and
shall be recorded in the public records of Miami -Dade County and filed 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 s. 163.3225, Florida Statutes. 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 Owner, its successors, assigns, heirs, grantees, legal representatives,
and personal representatives. If the Property is submitted to condominium ownership, then the
association or other entity designated to represent all of the condominium ownership interests as
to the Property, as may be applicable, shall be the proper entity or entities to execute any such
release or amendment for properties in a condominium form of ownership after City approval as
discussed herein.
Section 9. Zoning and Permitted Development Uses and Density. The Property has a
zoning designation of "CI" (Civic Institution) pursuant to the official Zoning Atlas of the City.
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The Property may be developed with those Uses and Density permitted within the CI zoning
designation pursuant to Table 3, Article 4 of Miami 21 under the Existing Zoning.
Section 10. Permitted Development Intensities. Notwithstanding the provisions of Section
5.7.2.5 of Miami 21, which states that within the CI zoning designation the "expansion of any
existing Civic Institutional Use by less than twenty percent (20%) may be permitted By Right,"
the existing Civic Institutional Uses located on the Main Campus Property may be expanded by
up to, and not to exceed, 144,000 square feet beyond the existing floor area on site By Right.
Th144,000 square feet is total expansion on the site and not per Use. A conceptual site plan
demonstrating possible Development and building massing on the Main Campus Property within
the 144,000 square -foot limitation is attached as Exhibit "C". This site plan is for demonstrative
purposes only, to illustrate theoretical Development on the Main Campus Property. The Owner is
in no way obligated to develop the Main Campus Property in accordance with Exhibit "C". The
Auxiliary Property shall not be subject to the 144,000 square -foot limitation applicable to the Main
Campus Property.
Notwithstanding any provisions of the Existing Zoning to the contrary, the Auxiliary Property may
be developed as described within this Agreement. The Auxiliary Property may be developed with
an 8-story building at a maximum Height of eighty-seven feet (87'). The Auxiliary Property may
have an Assisted Living Facility ("ALF") Use only if the Auxiliary Property is developed in
substantial compliance with the plans attached and incorporated as Exhibit "D", which
contemplate an ALF and ancillary Uses within an 8-story building at a Height of eighty-seven feet
(87') with a total of approximately 189,575 square feet of floor area. Minor Modifications to the
plans may be approved by the City's Planning Director consistent with Section 7.1.3.5.c. of Miami
21. Any ALF on the Auxiliary Property must also comply with Florida Statutes Section 429.01,
et seq. and must be licensed by the Agency for Health Care Administration "AHCA", or its
successor. If the Owner does not develop the Auxiliary Property in substantial compliance with
the plans as described in the Section, the Property may only be developed pursuant to Existing
Zoning Provisions including but not limited to any requirement for an Exception, except for Height
and stories which may be as described in the Section.
Section 11. Building Height. Development on the Main Campus Property will comply with all
Existing Zoning Height restrictions for the CI zoning designation, including but not limited to the
provisions of Section 5.7.2.4(b) and Section 3.5.5 of Miami 21 under the Existing Zoning.
Notwithstanding any provisions to the contrary in Existing Zoning, Development on the Auxiliary
Property is permitted to have a maximum Height of eighty-seven (87) feet and a maximum of eight
(8) stories. This maximum Height for Development on the Auxiliary Property complies with the
provisions of Section 3.5.5 of Miami 21. A diagram of the maximum Height permitted on the
Property per Sections 3.5.5(a) and (b) of Miami 21 is contained on the site plan included in Exhibit
Section 12. Compliance with Existing Zoning. All Development must comply with the
Existing Zoning, except for those explicitly modified in this Agreement.
Section 13. Consistency with Comprehensive Plan. The City finds that Development of the
Property in conformity with the Existing Zoning and is consistent with the Comprehensive
Plan. In the event that the Existing Zoning or the Comprehensive Plan requires Owner to
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provide additional Public Facilities to accommodate the Development, Owner will provide such
Public Facilities, at Owner's sole cost and expense.
Section 14. Future Development. Development on the Property is intended to be developed
in accordance with the Comprehensive Plan, the Existing Zoning, and this Agreement where
Development regulations differ from the underlying zoning regulations of the Existing Zoning.
The criteria to be used in determining whether future Development shall be approved are the
proposed Development' s consistency with the Comprehensive Plan, the Existing Zoning, and this
Agreement. The Comprehensive Plan, the Existing Zoning, and this Agreement shall govern
Development of the Property for the duration of this Agreement. The City's laws and policies
adopted after the Effective Date may be applied to the Property only if the determination(s)
required by Section 163.3233(2), Florida Statutes, have been made at a public hearing.
Section 15. Local Development Permits. Development on the Property may require
additional permits or approvals from the City, County, State, or Federal government and any
division thereof. Subject to required legal processes and approvals, the City shall make a good
faith effort to take all reasonable steps to cooperate with and aid in facilitating all such City
approvals. Such approvals include, without limitation, the following approvals and permits and
any successor or analogous approvals and permits:
(a) Waiver(s), Warrant(s), Exception(s), Variances, and SAP Permits;
(b) Subdivision plat or waiver of plat approvals;
(c) Covenant in Lieu of Unity of Title or Unity of Title acceptance or the release of existing
unities or covenants;
(d) Building permits;
(e) Certificates of use or occupancy;
(f) Stormwater Permits; and
(g) Any other official action of the City having the effect of permitting development of the
Property.
Section 16. Utilities and Easements. The Owner understands and agrees that the utilities
presently serving the Property may be insufficient for future Development on the Property. The
Owner agrees that it will, at its sole cost and expense, make any and all changes, improvements,
alterations, or enhancements to these facilities as necessary or appropriate to provide the required
level of service to the Property in order to comply with applicable laws without materially
diminishing the service to other properties within the City. The Owner also understands and agrees
that no Development will encroach upon any existing easements, including platted easements,
unless otherwise permitted by law.
Section 17. Compliance With Florida Building Code, Florida Fire Prevention Code, and
all Applicable Laws. The Owner shall at all times in the Development of the Property comply
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with all applicable laws, ordinances, and regulations including but not limited to the Florida
Building Code and Florida Fire Prevention Code to ensure the safety of the Development and all
City residents and guests. Specifically, and without limitation, the Owner will install and construct
all fire safety equipment and water lines required pursuant to all applicable laws.
Section 18. Annual Review.
(a) Owner shall provide the City on an annual basis a status and annual report of the
Development of the Property in order for the City to conduct an annual review of
the Development. The annual report shall contain a section by section description
of Owner's compliance with its obligations under this Agreement. This annual
report requirement shall commence twelve (12) months after the Effective Date of
this Agreement.
(b) During its annual review, the City may ask for additional information not provided
by Owner. Any additional information required of Owner during an annual
review shall be limited to that necessary to determine the extent to which
Owner 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 Owner has not
proceeded in good faith to comply with the terms of the Agreement, the City may
terminate or amend this Agreement after providing thirty (30) days written
notice to Owner and after two (2) public hearings before the City Commission.
Section 19. Notice. All notices, demands, and requests which are required to be given
hereunder shall, except as otherwise expressly provided, be in writing 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 a Saturday, Sunday, or United States
legal holiday shall be deemed to be performed timely when taken on the succeeding day thereafter
which shall not be a Saturday, Sunday, or legal holiday.
To the City:
City Manager
City of Miami
Miami Riverside Center
444 S.W. 2nd Ave., 10th Floor
Miami, FL 33130
With a copy to:
City Attorney
City of Miami
Miami Riverside Center
444 S.W. 2nd Ave., 9th Floor
Miami, FL 33130
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and
Planning Director
City of Miami
Miami Riverside Center
444 S.W. 2nd Ave., 3rd Floor
Miami, FL 33130
To the Owner:
David Prada AIA, LEED AP
Senior Director
Building and Properties Office
9401 Biscayne Boulevard
Miami Shores, FL 33138
With a copy to:
Javier F. Avifio, Esq.
Bilzin Sumberg Baena Price and Axelrod, LLP
1450 Brickell Avenue, 23rd Floor
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. Multiple Ownership. The Owner shall have the right to develop the Property in
phases, to sell or lease portions of the Property to any third party, to condominiumize
Developments on the Property (or portions thereof), and/or to enter into joint ventures for
Development of the Property with third parties. In the event of multiple ownership subsequent to
the approval of the Agreement, each of the subsequent owners, mortgagees, and other successors
having interest in the Property (or any portion thereof, including condominium unit owners) shall
be bound by the terms and provisions of this Agreement as covenants that run with the Property.
Section 21. Modification. The provisions of this Agreement may be amended, added to,
derogated, deleted, modified, or changed from time to time only by recorded instrument executed
by the Owner and the City after two (2) public hearings before the City Commission in accordance
with Florida Statutes, Section 163.3225. Notice shall be provided to all properties within five
hundred (500) feet of the Property and any parties registered with the Coconut Grove
Neighborhood Enhancement Team by the Owner by certified mail, return receipt requested at the
Owner's sole cost. If the Property is submitted to condominium ownership, then the association
or other entity designated to represent all of the condominium interests as to the Property, as may
be applicable, shall be the proper entity or entities to execute any such instrument described herein
for properties in a condominium form of ownership after approval by the City and public hearings
before the City Commission. In addition, pursuant to Section 163.3241, Florida Statutes (2017), if
State or Federal laws are enacted after the execution of this Agreement which are applicable to
and preclude the Parties' compliance with its terms, this Agreement shall be modified or revoked
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as provided for in this Section as is necessary to comply with the relevant State or Federal laws.
Any modification shall be in writing and signed by the Parties.
Section 22. Enforcement. The City and the Owner shall have the right to enforce any of the
provisions of this Agreement. Enforcement shall be by action at law or in equity against any party
or person violating or attempting to violate any covenants, to restrain violation, to recover
damages, or all of the above. Each party to any such action shall bear its own attorneys' fees and
costs. This enforcement provision shall be in addition to any other remedies available at law, in
equity, or both. Additionally, the City may enforce this Agreement by any means allowed by law,
including but not limited to injunction or via Chapter 2, Article X of the City Code.
Section 23. 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 24. Authorization to Withhold Permits and Inspections. In the event the Owner is
obligated to make payments or improvements under the terms of this Agreement or to take or
refrain from taking any other action under this Agreement and such obligations are not performed
prior to the expiration of any applicable notice and/or cure period, in addition to any other remedies
available, the City is hereby authorized to withhold any further permits for the Property and refuse
any inspections or grant any approvals with regard to any portion of the Property until such time
this Agreement is complied with. This remedy shall be in addition to any other remedy provided
for in this Agreement.
Section 25. Indemnity. Owner agrees to indemnify, defend, and hold harmless the City from
and against any and all claims, suits, appeals, demand, liabilities, and causes of action of any nature
by or on behalf of any person, firm or corporation, against the City relating to or arising from this
Agreement or relating to or arising from any Development on the Property pursuant to this
Agreement and from and against all costs, fees, expenses, liabilities, any orders, judgments, or
decrees which may be entered and from and against all costs for attorneys' fees, expenses, and
liabilities incurred in the defense of such claim or in the investigation thereof. In the event that
any action or proceeding is brought against the City by reason of a claim, Owner, upon notice from
the City, shall, at its expense, defend the action or proceeding by counsel chosen by the City,
including the City Attorney's office or outside counsel. The City retains the right to make all
decisions with respect to its representations in any legal proceeding, including its inherent right to
abandon or settle litigation.
Section 26. Exclusive Venue, Choice of Law, Specific Performance. It is mutually
understood and agreed by all 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 of 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
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jurisdiction in Miami -Dade County. In addition to any other legal rights, the City and the Owner
shall each have the right to specific performance of this Agreement in court. If an action is brought
in a court of competent jurisdiction, each Party shall bear its own attorneys' 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 27. Severability. Invalidation of any of the sections in this Agreement by judgment of
court in any action initiated by a third party in no way shall affect any of the other provisions of
this Agreement, which shall remain in full force and effect.
Section 28. Events of Default.
(a) The Owner shall be in default under this Agreement if the Owner fails to perform
or is in breach of 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. If such breach cannot reasonably be cured within thirty
(30) days, then the Owner shall not be in default if it commences to cure such breach
within said thirty (30) day period, diligently prosecutes such cure to completion,
and notifies the City in writing of its attempt to comply. If such breach cannot be
cured within an additional ninety (90) day period, the Owner shall request written
consent from the City to extend the cure period beyond the additional ninety (90)
days. The City shall provide a written response to said request within ten (10)(30)
days of receipt. If the City fails to provide a written response within ten (10)(30)
days, the cure period shall be deemed automatically extended for an additional
ninety (90) days.
(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 the Owner
specifying the nature of such breach. 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, diligently prosecutes such cure to
completion, and notifies the Owner in writing of its attempt to comply. If such
breach cannot be cured within an additional ninety (90) day period, the City shall
request written consent from the Owner to extend the cure period beyond the
additional ninety (90) days. The Owner shall provide a written response to said
request within ten (10) (30)days of receipt. If the Owner fails to provide a written
response within ten (10)(30) days, the cure period shall be deemed automatically
extended for an additional ninety (90) days.
(c) It shall not be a default under this Agreement if either party is declared bankrupt by
a court of competent jurisdiction after a Development pursuant to this Agreement
has been built. All rights and obligations in this Agreement shall survive such
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bankruptcy of either party. The Parties hereby forfeit any right to terminate this
Agreement upon the bankruptcy of the other Party.
(d) The default of any Owner, successor, or Owner of any portion of the Owner's rights
hereunder shall not be deemed a breach by any other Owner, any other successor,
(?)ofany portion of the rights of the Owner hereunder or any other successor.
Section 29. Remedies Upon Default.
(a) Neither party may terminate this Agreement upon the default of the other party,
except as specifically provided in this Agreement, 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, the Owner and the City agree that any party may seek
specific performance of this Agreement, and that seeking specific performance
shall notwaive any right of such party to also seek monetary damages,(?)(shouldn't
we remove monetary damages) injunctive relief, or any other relief other than
termination of this Agreement. If an action is brought in a court of competent
jurisdiction to seek specific performance, each Party shall bear its own attorneys'
fees.
Section 30. 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 four (4) 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 termination of this Agreement; (iii) the indemnity and defense provision stated
herein; and (iv) 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. In no event shall this Agreement terminate early other than
for those reasons stated in this Agreement.
Section 31. Lack of Agency Relationship. Nothing contained herein shall be construed as
establishing an agency relationship between the Parties 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 the Owner or its subsidiaries,
divisions, or affiliates.
Section 32. Cooperation.
(a) The Parties agree to cooperate with each other to the full extent practicable pursuant
to the terms and conditions of this Agreement. The City shall use its good faith
efforts to expedite the permitting and approval process in an effort to assist the
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Owner in achieving its Development and construction milestones unless the
provisions of Section 21 of this Agreement apply. The City will accommodate
requests from the Owner or the Owner's general contractor and subcontractors for
review of phased or multiple permitting packages, as allowed by law or as approved
by the Building Official in consultation with the Planning Director or any other
relevant city officials, consultants or third parties, such as those for excavation, site
work and foundations, building shell, core, and interiors.
(b) Notwithstanding the foregoing, the City shall not be obligated to issue
Development permits to the extent the Owner does not comply with the applicable
requirements of the Zoning Ordinance, the Comprehensive Plan, this Agreement,
or any applicable codes, laws, statutes, regulations, or orders.
Section 33. Recording. This Agreement shall be recorded in the Public Records of Miami -
Dade County, Florida by the Owner and at the Owner' s sole expense and shall inure to the benefit
of the City. Copies of the recorded Agreement shall be provided to the City Manager, Planning
Director, City Clerk, and City Attorney within two (2) business days of recording.
Section 34. Successor(s), Assigns, Heirs, Grantees, and Designees. The covenants and
obligations set forth in this Agreement shall run with the Property and extend to the Owner, its
successor(s), heir(s), grantee(s), and/or assigns. Nothing contained herein shall be deemed to be a
dedication, conveyance, or grant to the public in general nor to any persons or entities except as
expressly set forth herein.
Section 35. Time. Time shall be of the essence for the performance of all obligations of the
Owner and the City under this Agreement. Whenever this Agreement provides for or contemplates
a period of time for performance of any obligation, such time period shall be calculated using
calendar days, except when such time period is expressly stated to be calculated in business days.
Any date in this Agreement which falls upon a Saturday, Sunday, or federal legal holiday shall be
deemed to be extended to the next business day. The term "business day" as used in this Agreement
means any day that is not a Saturday, Sunday, or federal legal holiday.
Section 36. Limitation of Liability. In no event shall any of the officers, directors,
shareholders, partners, members, managers, employees, elected officials, attorneys, or agents of
either party or any subsidiaries or affiliates of either party ever be personally liable for any
judgment against either party under this Agreement.
Section 37. Estoppel. The City shall, within thirty (30) days of its receipt of a written request
from the Owner, provide the Owner with a written estoppel certificate duly executed stating (a) to
the best of the City's knowledge, whether the Owner is in default or violation of this Agreement
and setting forth with specificity the default or violation (if any); (b) that this Agreement is in full
force and effect and identifying any amendments to the Agreement as of the date of such
certificate; and (c) such other information as may be reasonably requested by Owner or any
prospective purchaser or lender. Such estoppel certificate shall be certified to the Owner and any
prospective purchaser and/or lender, as applicable.
MIAMI 9482899.2 101187/302653
5/20/2022 12:06 PM
12
Section 38. Counterparts/Electronic Signature. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, and such
counterparts shall together constitute but one and the same Agreement. The parties shall be entitled
to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other
email transmission), which signature shall be binding on the party whose name is contained
therein. Any party providing an electronic signature agrees to promptly execute and deliver to the
other parties an original signed Agreement upon request.
MIAMI 9482899.2 101187/302653
5/20/2022 12:06 PM
[SIGNATURE PAGES TO FOLLOW]
13
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
Signed, Sealed, and Delivered in the presence THE MOST REVERED THOMAS G.
of: WENSKI, AS ARCHBISHOP OF THE
ARCHDIOCESES OF MIAMI
By:
Witness Signature
Print Name
Witness Signature
Print Name
STATE OF FLORIDA
) SS
COUNTY OF MIAMI-DADE
Name:
Title:
Dated:
The foregoing instrument was acknowledged before me by means of physical
presence or online notarization, this day of , 2022, by
, as of The
Most Revered Thomas G. Wenski, as Archbishop of the Archdioceses of Miami. She/He is ( )
personally known to me or ( ) produced a valid driver's license as identification.
My Commission Expires:
MIAMI 9482899.2 101187/302653
5/20/2022 12:06 PM
Notary Public:
Sign Name:
Print Name:
[NOTARIAL SEAL)
14
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
ATTEST: CITY OF MIAMI, a municipal corporation
Todd Hannon, City Clerk BY:
APPROVED AS TO FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
MIAMI 9482899.2 101187/302653
5/20/2022 12:06 PM
Arthur Noriega, City Manager
15
EXHIBIT "A"
LEGAL DESCRIPTION (MAIN CAMPUS PROPERTY)
Folio # 01-4114-005-0063
Commence at the mot Westerly comer of Tract 4 of "VIZCAYA-JAMES DEERING ESTATE" according to the Plat
thereof recorded in Plat book 34- at Page 4G of the Public Records of Dude County, Florida;
thence North 52 degrees 47 minutes 45 seconds fast. along the Northwesterly boundary of the sa'd Tract 4,
fora distance of 40 feet to the Point of Beginning of the parcel of land herein described;
thence South 37 degrees 12 minutes 15 seconds East, parallel to the southwesterly boundary of the said
Tract 4, fora distance of 725.0C) feet; thence North 52 degrees 47 minutes 45 seconds East fora distance
of 323.50 feet; thence. North 37 degrees 23 minutes 57 seconds West fora distance of G0.00 feet;
thence North 52 degrees 47 minutes 45 seconds East for a distance of 4. 12 feet; thence North 37 degrees
2 minutes 15 seconds West for a distance of GG5.00 feet to a point on the Northwesterly boundary of the
said Tract 4; thence South 52 deg-ft:5 47 minutes 45 seconds West, along the Northwesterly boundary of
the said Tract 4, for a distance of 327.52 feet to the Point of Beginning.
Folio # 01-4114-005-0051
A PORTION OF TRACT 4, ACCORDING TO THE PLAT OF "VIZCAYA JAMES DEERING ESTATE", AS RECORDED IN PLAT BOOK 34 AT
PAGE 4G, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCE AT THE MOST NORTHERLY CORNER OF TRACT 'A', ACCORDING TO THE PLAT OF "MERCY h05PITAL", AS RECORDED IN
PLAT 0001 148 AT PAGE 5 I , OF THE PUBLIC RECORDS Of MIAMI-DADE COUNTY, FLORIDA; THENCE SOUTH 37 DEGREES 12
MINUTES 15 SECONDS EAST FOR I0G0.00 FEET; THENCE NORTH 07 DEGREES 47 MINUTES 45 SECONDS EAST FOR 56.57 FEET;
THENCE SOUTH 82 DEGREES 12 MINLIft5 15 SECONDS EAST FOR 431.34 FEET; THENCE SOUTH 37 DEGREES 12 MINUTES 15
SECONDS EAST FOR 74.26 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL; SAID LAST DESCRIBED
FOUR COURSES BEING COINCIDENT WITH THE NORTHEASTERLY BOUNDARY LINES OF SAID TRACT 'A', A5 SHOWN ON THE SAID
PLAT OF "MERCY HOSPITAL'; THENCE NORTH 36 DEGREES 49 MINUTES 01 SECONDS EAST FOR 123.77 FEET; THENCE SOUTH 89
DEGREES 5G MINUTES 17 SECONDS EAST FOR 185.78 FEET TO A POINT OF CURVATURE; THENCE SOUTHEASTERLY. ALONG THE
ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 42.00 FEET AND A CENTRAL ANGLE OF 52 DEGREES 1 G
MINUTES 18 SECONDS FOR AN AC DISTANCE Of 38.32 FEET TO A POINT OF REVERSE CURVATURE; THENCE SOUT-1EAS ERLY,
ALONG THE AC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 52.00 FEET AND A CENTRAL ANGLE OF 33 DEGREES
35 MINUTES 23 SECONDS FOR AN ARC DISTANCE OF 30.49 FEET TO A POINT COMPOUND CURVATURE; THENCE
SOUTHEASTERLY, EASTERLY AND NORTHEASTERLY, ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF
35.00 FEET AND A CENTRAL ANGLE OF 56 DEGREES 3G MINUTES 43 5EC0ND5 FOR AN AC DISTANCE OF 34.58 FEET TO A
POINT OF TANGENCY; THENCE NORTH 52 ."-:'=BEES 07 MINUTES 55 SECONDS EAST FOR 30.35 FEET TO A POINT OF CURVATURE;
THENCE NORTHEASTERLY, ALONG THE ARC C'RCULLAR CURVE TO THE LEFT, HAVING A RADIUS Of 15.00 FEET AND A CENTRAL
ANGLE OF 27 DEGREES 2 I MINUTES 09 S I:.': FOR AN ARC DISTANCE OF 7.1G FEET TO A POINT OF COMPOUND CURVATURE;
THENCE NORTHEASTERLY, ALONG THE ARC OF 'CULAR CURVE TO THE LE ''''V`NG A RADIUS OF 44.00 FEET AND A CENTRAL
ANGLE OF 16 DEGREES 55 MINUTES 46 SECO'I FOR AN ARC DISTANCE i :i.O0 FEET TO A POINT ON SAID CIRCULAR CURVE;
THENCE NORTH 56 DEGREES I 0 MINUTES 27 .`.•-.:ONDS EAST FOR 22,98 r: L 7`NCE SOUTH 33 DEGREES 34 MINUTES 35
SECONDS EAST FOR 99.89 FEET; THENCE NO • I '= : ")EGRESS 17 MINUTE`; -.77l 1D5 EAST FOR 9.27 FEET; THENCE 50UTh
33 DEGREES 34 MINUTES 35 SECONDS E.A5 :.`I.. co.08 FEET; THENCE 50J 11 c3 DLGREES 44 MINUTES 4I SECONDS WEST
FOR 7.74 FEET: THENCE SOUTH 32 DEGREES r:.: '.;1 NUTES 53 SECONDS WEST FOR 16.35 FEET; THENCE SOUTH 31 DEGREES 58
MINUTES 15 SECONDS EAST FOR 84.37 `EE T ; Tr1ENCE SOUTH 25 DEGREES 22 MINUTES 14 SECONDS WEST FOR 47.44 FEET;
THENCE SOUTH 54 DEGREES 03 MINU7E5 23 SECONDS WEST FOR 321.25 FEET; SAID LAST DESCRIBED TWO COURSES BEING
COINCIDENT WITH THE METROPOLITAN DADE COUNTY BULKHEAD LINE AND UNITED STATES HARBOR LINE, A5 SHOWN ON THE PLAT
OF "METROPOLITAN DADE COUNTY. FLORIDA BULKHEAD LINE PART THREE", AS RECORDED IN PLAT BOOK 74 AT PAGE 3, OF THE
PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, THENCE NORTH 37 DEGREES 12 MINUTES 15 SECONDS WEST, ALONG THE
NORTHEASTERLY BOUNDARY LINE Of SAID TRACT "A" A5 SHOWN ON THE SAID PLAT OF "MERCY H05PITAL", FOR 427.81 FEET TO
THE POINT OF BEGINNING; ALL LYING AND BEING IN SECTION 14, TOWNSHIP 54 SOUTH, RANGE 4 I EAST, CITY Of MIAMI,
MIAMI-DADE COUNTY, FLORIDA.
MIAMI 9482899.2 101187/302653
5/20/2022 12:06 PM
16
EXHIBIT "B"
LEGAL DESCRIPTION (AUXILLARY PROPERTY)
Folio # 01-4114-005-0061
A PORTION OF TRACT 4, 'VIZCAYA-JAMES DEERING ESTATE; ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT
BOOK 34, AT PAGE 46, OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCE AT 171E MOST WESTERLY CORNER OF SAID TRACT 4, OF THE SAID PLAT OF lIZCAYA-JAMES DEERING ESTATE';
17IENCE SOUTH 37 DEGREES 12 MINUTES 15 SECONDS EAST, ALONG THE SOUTHWESTERLY BOUNDARY OF THE SAID TRACT 4,
OF THE SAID PLAT OF "l4ZCAYA-JAMES DEERING ESTATE; FOR 725.00 FEET THENCE NORTH 52 DEGREES 47 MINUTES 45
SECONDS EAST, PARALLEL TO THE NORTHWESTERLY BOUNDARY OF THE SAID TRACT 4, OF THE SAID PLAT OF
" 4ZCA YA -JAMES DEERING ESTATE", FOR 40.00 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL;
THENCE SOUTH 37 DEGREES 12 MINUTES 15 SECONDS EAST ALONG A LINE THAT IS PARALLEL WITH AND 40.00 FEET
NORTHEASTERLY OF, AS MEASURED AT RIGHT ANGLES TO, THE SOUTHWESTERLY BOUNDARY OF THE SAID TRACT 4, OF THE
SAID PLAT OF "LlZCAYA-JAMES DEERING ESTATE; FOR 237224 FEET; THENCE NORTH 52 DEGREES 47 MINUTES 45 SECONDS
FAST PARALLEL TO THE NORTHWESTERLY BOUNDARY OF THE SAID TRACT 4, OF THE SAID PLAT OF "7TZCAYA-JAMES
DEERING ESTATE" FOR 324.412 FEET, THENCE NORTH 37 DECREES 23 MINUTES 15 SECONDS WEST FOR 237.226 FEET, SAID
LAST THREE DESCRIBED COURSES ALSO BEING ALONG THE BOUNDARY LINES OF TRACTS "A" AND C" AS SHOWN ON THE
PLAT OF "MERCY HOSPITAL; ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 148, AT PAGE 51, OF THE
PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE SOUTH 52 DEGREES 47 MINUTES 45 SECONDS WEST, PARALLEL
TO THE NORTHWESTERLY BOUNDARY OF THE SAID TRACT 4, OF THE SAID PLAT OF "VIZCAYA-JAMES DEERING ESTATE" FOR
.323,60 FEET TO THE POINT OF BEGINNING; ALL LYING AND BEING 1N SECTION 14, TOWNSHIP 54 SOUTH, RANGE 41 EAST, CITY
OF MIAMI, MIAMI-DADE COUNTY, FLORIDA.
MIAMI 9482899.2 101187/302653
5/20/2022 12:06 PM
17
EXHIBIT "C"
[See following page.]
MIAMI 9482899.2 101187/302653
5/20/2022 12:06 PM
NEW PARKING NOT
DIAMOND
TING IOYALPALMS
STAIR
NG ASPHALT P
5.2044223'
V1)14INT (BRIDGE)
_)< `-
ROYAL PA2.5 L -
ff
ST. KIERAN
CHURCH - -- -
,'<e1' � . 64 Merv. 0�
rTt''
11.14',4444707W
18.64'5.4940334"E
24.55,5,71.
,9 A_5.22 42 "E
MERCY
HOSPITAL
CA NOE
STORAGE
EHASF TT
FINE ARTS
BUILDING
M i I
PI.LA.Adi: &.1%I.E.A1LG5-B111I. L1ICY 3
STATUE
MERCY N
H0SP,IT"AL
LAUNCH/
11.45-N.82436151N 282.95'-5.3212'15"E
1111111111
V �
3'EUX.
PAVII
EXHIBIT "D"
[See following page.]
MIAMI 9482899.2 101187/302653
5/20/2022 12:06 PM
p #L I a#. LmVV I V•VV
Metal
Handrails
a� u�
-fi [ f ..,. 1-
0.,.
(„,„. „,,,
$WI 2 29' f r 0t r.— 1.
0.
Asphalt
5'
0
c5
A
22?3'
I
77/ /a
7-7
CD
22.9'
to
a
8. 44
r
r
Ill
8'
7.
c4
Typical
Aluminum
Shed
6.35' Roofed Concrete Yolk
//42/65'/
17 40,
/ / 6 85/
7 35' Roofed Concrete Walk
r
6.35' Roofed Concrete Walk
/777 9/1R,C7RE
/// /191,11'
•
129.82'
D.I.P. Fire Line
attached to wall
0
\\\\\\\\\
LOT SIZE : +/- 76,857 SF
\\\\\\
+/- 1.76 ACRES
LOT COVERAGE : 43%
OF 76,857 SF= 33,103 SF
kite\4,1
Imo. AL
SECONpARY FRONT SETBACK
--';— _---
SETBACK N —
L FRONT —
o _ PRINCIPA
ASPHALT PAVEMENT
(PRIVATE ROAD)
MERCY ROAD
OPEN SPACE :
58% OF 76,857 SF El
= 44,292 SF
t I)
Cr,orn m
6'C.BS.WALL — — =m—
rri
CHAINLINK FENCE
6' WOOD FENCE
1.5' WIDE SEAWALL
0-OCIDH
DESCRIPTION
PRINCIPAL FRONT
SECONDARY FRONT
SIDE
REAR
ABUTTING SIDE OR REAF
7 - BUILD!
DESCRIPTION
COMMON LAWN
PORCH & FENCE
TERRACE OR L.C.
FORECOURT
STOOP
SHOPFRONT
GALLERY
ARCADE
8 - PARK!
DESCRIPTION
CONCRETE
—SLAB FOR _RI IC CT/1D
CIVIL SUPPORT USES A
REQUIREMENT
JVO
618 SF
DOMESTIC PUMP
11 EMERGENCY
SWITCH GEAR
531
268 SF
tTRASH &
RECYCLING RM
9
0
10
11
RECEIVING
OFFICE
532
203 SF
LA L-
LJ n
12
0
13
14
LA LA
FOOD SERVICE
LINE
629
386 SF
MEN
634
374 SF
WOMEN
635
375 SF
2
n
nn
15
nn
nn
T
LOBBY
640
245 SF
4
45
44
43
42
41
68
40
39
38
37
36
35
34
33
26' - 0"
63
72
62
73
83
84
61
60
59
58
57
6' 56
6,55
I
END WALL
16 RAMPUI 1
5.5%-
17 FROM 2
18
19
21
22
23
24
25
SECOND
TO THIRD
3
4
5
6
7
8
9
10
1
JLL OF
UNIT A Studio
525
522 SF
UNIT A Studio
524
522 SF
UNIT A Studio
523
522 SF
UNIT A Studio
522
522 SF
UNIT A Studio
521
522 SF
UNIT A Studio
520
522 SF
UNIT A Studio
519
522 SF
UNIT A Studio
518
511 SF
JLL OF
UNIT A Studio
505
517 SF
UNIT A Studio
506
527 SF
UNIT A Studio
507
514 SF
UNIT A Studio
508
522 SF
UNIT A Studio
509
522 SF
UNIT A Studio
510
512 SF
II II II II
II II II II II II
UNIT A Studio
511
512 SF
UNIT A Studio
512
522 SF
UNIT A Studio
517
UNIT B
) 710
231 SF
Room
711
230 SF
Room
712
231 SF
\ Room
713
230 SF
Q
Q
Room
714
231 SF
Room
715
230 SF
Room
716
231 SF
Room
) 717
230 SF
a
a
Room
718
231 SF
1 Room
pAaKFR
0
8'
SECON
GRoun
16'
32
SCALE IN FEET
HEIGF
T.O. P�
8T
7T
1101
0
THIRD LEVEL
PARKING AL
24'-6"
SECOND LEVEL
PARKING AL
15'-0"
GROUND LEVEL Ifth
0' - 0"
8'
16'
32'
SCALE IN FEET
HEIGHT ROOF Idikk
98'-6"
T.O. PARAPET AL
90'-0"
ROOF AL
86'-6" AV
8TH LEVEL AL
74'-6"
AMENITIES
VERTICAL CIRCULATION
PARKING
SUPPORT SPACE
NURSING HOME
EXTENDED CARE
BUILDING SECTION
1 /16" = 1'-0"
PERSPECTIVE VIEW
N.T.S.
1 palm
exempt by ordinance
48
4
6
6
1 palm
1 palm
1 palm
exempt by ordinance
exempt by ordinance
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
1 palm
15
1 palm
1 palm
1 palm
exempt by ordinance
exempt by ordinance
1 palm
1 palm
1 palm
1 palm
1 palm
6
is is
C ((��
7 7 P •7 7 7 7 ••S•�
C>
7 7 7
ai
at'
x
x
48� / _ _ -v
49 \
5051-
52 iX „ i \" / y�\
/
D
/D D
11 \\ 1
16 1
\1'N 17 \�
!�_ i 18
>23
D
1-STORY C.B.S. STRUCTURE
1(
o.
FPL
TRANSFORMER MAIN
504 SWITCH
879 SF GEAR
508
618 SF
=DGI N G DETAIL
u
FOR LE/
N.1.S.
15'
JE
RIER
15'
INSTALL WHEN 8'
OR LESS
LESS THAN 8 FT.
tall root barrier so top of barrier is
sh with top of grade.
ien trees are to be installed CLOSER
AN 8 FT. from edge of walks or curbs,
tall a root barrier. The root barrier shall
end a minimum of 15 ft. from the edge
the trunk in either direction.
EDGE OF PAVEMENT
DISTANCE VARIES FOR EACH SPECIES SPACING
See PLANT LIST
WALL, CURB, EDGE OF PAVEMENT, OR EDGE OF BED
18" FOR 12"-18" o.c. SPACED SHRUBS
24" FOR 24" o.c. SPACED SHRUBS
3' FOR 36"-48" o.c. SPACED SHRUBS
(UNLESS OTHERWISE SPECIFIED)
SHRUB SPACING DIAGRAM
N.T.S.
SET TOP OF ROOT BALL 1 1/2" - 2"
EDGE OF PAVEMENT ABOVE SURROUNDING GRADE
INSTALLATION DETAIL
0
2" MULCH FLUSH WITH ADJACENT
PAVEMENT (KEEP AWAY FROM
SHRUB STEMS)
PLANTING SOIL
REMOVE ANY PORTIC
BASKETS ABOVE THE 7
THE ROOTBALL. REMI
BURLAP COVERINGS I
TOP HALF OF THE RO
COMPLETE REMOVE
ROOTBALL COVERIN(
(4)2" DIA. 8' LONG WI
AT CORNERS DRIVEN
BOTTOM OF PLANTEI
PLANTING SOIL —
SHRUB INSTALLATION DETAIL MULTI-7
N.T.S.
N.T.S.