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HomeMy WebLinkAboutExhibit B-SUBTHIS DOCUMENT IS A SUBSTITUTION. THE ORIGINAL CAN BE SEEN AT THE END OF THE DOCUMENT. DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND NOTRUSE HOLDINGS, LLC, REGARDING EXPANSION OF THE RIVER LANDING SAP This is a Development Agreement ("Agreement") made this day of 2024, between Notruse Holdings, LLC, a Florida limited liability company (the "Owner") and the City of Miami, Florida, a municipal corporation and a political subdivision of the State of Florida (the "City"), collectively referred to as the "Parties" to this Agreement. RECITALS WHEREAS, the Owner is the fee simple owner of approximately 2.02 acres of property in Miami -Dade County, Florida, legally described on Exhibit "A", having a street address of 1481 NW North River Drive (the "Property"); and WHEREAS, on February 24, 2021, the Owner filed an application with the City for approval to expand the River Landing Special Area Plan (the "SAP") to include the Property in order to develop the Property with a multi -family development with amenities (the "Project"); and WHEREAS, the Property, pursuant to the Zoning Ordinance known as Miami 21, is presently zoned T6-12-0 and the Owner proposes to rezone the Property to T6-24-0; and WHEREAS, the proposed Project will create certain recurring fiscal benefits for the City of Miami's tax base; and WHEREAS, the Parties wish for the developmentProject to proceed substantially in accordance with the Regulating Plan and Design Concept Book attached as Exhibit "B" (respectively, the "Regulating Plan" and Design "Concept Book "); and WHEREAS, as a condition to the approval of the expansion of the River Landing SAP to include the Property, the Owner must enter into a development agreement pursuant to Section 3.9 of the City's Miami21 Code ("Miami 21") and the Florida Local Government Development Agreement Act, Florida Statutes, 163.3220 through 163.3243; and WHEREAS, the Owner and the City wish to enter into a standalone Development Agreement governing only the Property, separate from the Development Agreement recorded on May 5, 2014 in Official Records Book 29137, Page 2556 of the Public Records of Miami -Dade County, which applies to the existing portions of the River Landing SAP (the "Original Development Agreement"); and WHEREAS, assurance to the Owner that they may 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 MIAMI 802'1668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 File No. 16438 Exhibit B SUB 4- assuring there are adequate capital facilities for the dcvclopmcntProject, encourages private participation in comprehensive planning, and reduces the economic costs of development; and WHEREAS, the City Commission pursuant to Ordinance No. has authorized the City Manager to execute this Agreement upon the terms and conditions as set forth below, and the Owner have been duly authorized to execute this Agreement upon the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants contained herein, it is hereby understood and agreed: The recitals are true and correct and are incorporated into and made a part of this Agreement. 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 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 hereto agree that this Agreement shall not be more strictly construed against any of the Parties, as all parties are drafters of this Agreement; and (f) 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 attachments 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 and the Owner. "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. MIAMI 802'1668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 "Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, (MCNP) adopted by the City pursuant to Chapter 163, Florida Statutes (2012), meeting the requirements of Section 163.3177, Florida Statutes (2012), Section 163.3178, Florida Statutes (2012) and Section 163.3221(2), Florida Statutes (2012), 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, or the dividing of land into three or more parcels and such other activities described in Section 163.3221(4), Florida Statutes (2012). "Effective Date" is the date of recordation of the executed, original version of this Agreement. "Existing Zoning" is (a) Miami 21 Code, effective May 2010, as amended, specifically including the SAP, and (b) the provisions of the Charter and City Code of Miami ("Code") which regulate development, specifically including Chapters 10, 13, 22, 23, 36, 54, 55 and 62 of the Code as amended through the Effective Date, which together comprise the effective land development regulations governing development of the Property as 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" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, and rules adopted by a local 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 the Owner to redevelop the Properties pursuant to the River Landing SAP. This Agreement will establish, as of the Effective Date, the land development regulations which will govern the development of the Property, thereby providing the Parties with additional certainty during the development process. This Agreement satisfies the requirements of Section 3.9.1.f., Miami 21. Section 5. Intent. The Owner and the City intend for this Agreement to be construed and implemented so as to effectuate the purpose of the River Landing SAP, this Agreement, the Comprehensive Plan, Existing Zoning, and the Florida Local Government Development MIAMI 802'1668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 Agreement Act, Sections 163.3220 - 163.3243, Florida Statutes. Section 6. Applicability. This Agreement only applies to the Property as identified and legally described in Exhibit "A," attached and incorporated. Section 7. Term of Agreement, Effective Date and Binding Effect. 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 for properties in a condominium form of ownership after City approval as discussed herein. Section 8. Regulating Plan and Design Concept Book. The Property will be developed and used in compliance with the "Regulating Plan and Design Concept Book", as described in attached Exhibit "B" to this Agreement. Section 9. Zoning, Permitted Development Uses and Building Intensities. The City has designated the Property as River Landing SAP on the official zoning Atlas of the City, pursuant to the applicable procedures in Miami 21. As part of the SAP process, the Property is being rezoned to T6-24- O. The Regulating Plan and Design Guidelines are attached as Exhibit "B", and provide for any deviations from the underlying regulations of the Code. In approving the expansion of the River Landing SAP, the City has determined that the uses, intensities, and densities of development permitted thereunder are consistent with the Comprehensive Plan and Miami 21. Signage and deviations to the regulations in the Code are articulated further in the Regulating Plan and will be approved administratively in accordance with these regulations by the issuance of an SAP Permit. Section 10. Future Development. Development within the River Landing SAP is intended to be developed substantially in accordance with the Regulating Plan and Design Concept Book, attached and incorporated as Composite Exhibit "B". The criteria to be used in determining whether future Development shall be approved are the proposed Development's consistency with the Comprehensive Plan, this Agreement, and the River Landing SAP. The Comprehensive Plan, this Agreement, and the River Landing SAP 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. Pursuant to Section 163.3233(3), Florida Statutes, a prohibition on downzoning supplements, rather than supplants, any rights that may be vested to the Owner under Florida or Federal law. As a result, the Owner 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. The City reserves all of its defenses, immunities, and any MIAMI802'1668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 4 claims it may have in response to the right to challenge changes in the land development regulations. Section 11. Local Development Permits. The Project 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 Federal, City, County, State or any other government agency having the effect of permitting development of the Property. In the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any site plan for the Project shall be vested solely with the City Manager with the recommendation of the Planning Director and any other relevant party. 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. Section 12. Utilities and Easements. The Owner understands and agrees that the utilities presently serving the Property may be insufficient for the Development of the Project. 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 highest 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 13. Compliance With Florida Building Code and Florida Fire/Life Safety Laws. The Owner shall at all times in the development and operation of the Project comply with all applicable City, County, and State laws, ordinances and regulations including the Florida Building Code and Florida Life Safety codes to insure the safety of all Project and City residents and guests. Specifically and without limitation, the Owner will install and construct all required fire safety equipment and water lines with flow sufficient to contain all possible fire occurrences. MIAMI 802'1668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 Section 14. 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 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. To the City: City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 With a copy to: City Attorney Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor Miami, FL 33130 To Notruse Holdings, LLC/Owner: c/o Andrew Hellinger and Coralee Penabad. 283 Catalonia Avenuo1440 NW North River Drive, Suite 100'130 Coral Gables, FL 3313'I Miami, Florida 33125 With a copy to: Javier F. Avino, Esq. Bilzin Sumberg 1450 Brickell Avenue, Suite 2300 Miami, Florida 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 15. Environmental. The City finds that the proposed Project will confer a significant net improvement upon the publicly accessible tree canopy in the area. The Parties agree that the Owner will comply with the intent and requirements of Chapter 17 of the City Code within the River Landing SAP where required. (a) For all trees placed within the Property and abutting rights -of -way, the Owner shall install any needed irrigation and corresponding water meters to support the growth and viability of the trees located within the right-of-way. The Owner shall agree to water, trim, root, prune, brace, or undertake any other necessary maintenance as may be required for trees located within the Property and abutting rights -of -way for the term of MIAMI 802'1668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 6 this Agreement. The Owner further agrees to warrant each tree within the Property and abutting right-of-way for the Term of this Agreement after planting. A tree removal permit shall be required for all removal, relocation, and mitigation of trccatree activity within the Property and abutting rights -of -way. (b) Tree Installation. The Owner shall install trees opportunistically within the public right-of-way, subject to approval by the appropriate City department. (c) Staff Arborist Review. Tree installation and tree maintenance plans shall be administratively reviewed and approved by a City staff arborist. Section 16. Watcrfront Specialty Ccntcr Dcsignation. Pursuant to Chapter of the City Code, the River Landing SAP is designated as a Waterfront Specialty Center[Reserved.1 Section 17. Alcoholic Beverage Sales. Upon approval of this Agreement, pursuant to Chapter '1 of the City Code, a Watcrfront Specialty Ccntcr is hereby designated for the expanded SAP.Establishments selling alcoholic beverages on the Property shall be regulated pursuant to the terms contained in the Original Development Agreement, as may be amended from time to time. Any establishments located therein shall be entitled to the benefits afforded by Chapter'1 of the City Code. Notwithstanding the requirements of Sec. '1 3.2 of the City Code, PZAB and City Commission approval shall not be required for bars (including taverns, pubs, and lounges), nightclubs, supper clubs as principal ed t„ be located i the S nn The maximum number of establishments selling alcoholic beverages permitted within the Watcrfront Specialty Ccntcr shall not exceed four ('1) establishments, but exclusive of any bona fide, licensed restaurants where the sale of alcoholic beverages is entirely incidental to and in conjunction with the principal use of the sale of food (c.g. bona fide, licensed restaurants, with a 2 COP, 2 COP SRX, 'I COP, '1 COP SRX or an equivalent license). The number of approved cstablishmcnts may be increased by amendment to this Agreement before the City Commission. Section 18. Archaeological. Due to the Project's location in an Archaeological Conservation Area, the City may require Owner/Assignor or Assignee to obtain a Certificate of Appropriateness, pursuant to Chapter 23 of the City Code, to dig prior to any ground disturbing activities. Section 19. Public Benefits Pursuant to this Agreement. The proposed Project will create a public benefit by providing much needed additional housing to the Health District, creating certain recurring fiscal benefits for the City's tax base, and by creating temporary and permanent jobs for the City's residents. The public benefits set forth in this Section may be provided in phases when the various portions of the Project are developed. (a) Civic Space. Pursuant to Section 3.9.1(e) of the Zoning Ordinance, the Owner shall incorporate a minimum of five percent (5%) of the Property as Civic Space. The Owner is currently proposing well over 5% (currently over 20%) as depictedThis requirement notwithstanding, the Owner shall incorporate a minimum of MIAMI802'1668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 fifteen percent (15%) of the Property as Civic Space. The Civic Space shall be constructed in accordance with the design provided in the Concept Book, attached and incorporated as Compositcin Exhibit "B". The City shall approve, subject to any modifications to the final design efapproved by the City. The Civic Space pursuant to the Design Review Criteria described in Article 'I, Table 12 of Miami 21. The final percentage ofproposed on the Property used for Civic Space percentage will be :;ubj cct to final modifications of the SAP as approvcdprivately owned and maintained by the Owner but shall remain open to the public. The Owner shall be responsible for constructing the public improvements within the Property, including but not limited to the Civic Space Types and Thoroughfares. (b) Job Creation & Employment Opportunities. Priority Areas. The Owner shall offer employment opportunities to local residents, prioritizing hiring efforts pursuant to the following geographic areas ("Priority Areas"): 1. Priority Area 1: The Health District area depicted, as defined in the mapOriginal attached hereto as Exhibit "C". Development Agreement, as may be amended from time to time. 2. Priority Area 2: Zip code areas 33142, 33125, 33127, 33136, 33147, 33150 and 33135. 3. Priority Area 3: All remaining areas within the City of Miami not identified in the Priority Areas above. 4. Priority Area 4: All remaining areas within Miami -Dade County not identified in the Priority Areas above. ii. Laborer Participation. The Owner shall require the general contractor(s) and subcontractor(s) to use reasonable efforts to seek laborers residing in Priority Area 1 before expanding the search to subsequent Priority Areas, with the goal that City of Miami residents make up a minimum of fifteen percent (15%) of the labor workforce. General contractor(s) and subcontractor(s) shall conduct an employment search within Priority Area 1 before searching within the subsequent Priority Areas. iii. Permanent Jobs: Employment by Owner. For all employment opportunities by Owner related to the operation of the Property, the Owner shall use reasonable efforts to hire employees in accordance with the above Priority Areas, with the goal that City of Miami residents make up a minimum of fifteen percent (15%) of the workforce employed by the Owner. The Owner shall conduct an employment search within Priority Area 1 before searching within the subsequent Priority Areas. iv. Employment Outreach Program. Owner shall use reasonable efforts to coordinate with organizations experienced in implementing MIAMI 802'1668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 local preference job opportunities and entities in its search for permanent employees where such employment is within the control of the Owner. v. Employment Policies. The Owner and the general contractor(s) shall use reasonable efforts to incorporate the following employment policies: 1. Take action in the effort to recruit, advertise, attract and retain minority and female contractors and subcontractors. 2. Provide a reasonable opportunity in the recruitment, advertising, and hiring of professionals, contractors and subcontractors residing within the above Priority Areas. 3. Take reasonable action in retaining employees regardless of race, color, place of birth, religion, national origin, sex, age, sexual orientation, gender identity, marital status, veterans, and disability status. 4. Maintain equitable principles in the recruitment, advertising, hiring, upgrading, transfer, layoff, termination, compensation and all other terms, conditions and privileges of employment. 5. Post in conspicuous places, availability to employees and applicants for employment, notices, setting forth the non-discrimination clauses of this Section. 6. In all solicitations and advertisements for employment placed by or on behalf of the Owner, state that all applicants will receive consideration for employment without regard to race, creed, color or national origin. (c) Connectivity and Thoroughfares. The Project shall provide connect i. As part of the development of the Project, the Owner shall provide sidewalks along the east side of NW 13th Terrace and the north side of NW North River Drive, as depicted in the Concept Book, attached and incorporated in Exhibit ii. The Owner shall coordinate with the City towards the County's approval and implementation of upgraded mast arm traffic signals at the intersection of NW North River Drive and 14th Avenue. iii. The Owner shall evaluate potential pedestrian connections between the proposed Civic Spaces with existing Civic Spaces throughout the River Landing SAP in order to connectlink the Property to the elements of the Miami River and the riverwalk. This Civic Space will be privately owned and maintained by the Riverwalk. iv. The Owner but shall remain openevaluate potential future pedestrian and transit connections to the public. In addition, UHealth-Jackson Metrorail station. MIAMI 802'1668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 9 v. The Owner willshall evaluate the inclusion of the following transportation control measures into the Property: 1. i-Secure bicycle parking spaces 2. 14=Provision of transit information throughout the Project 3. iii=Designated scooter/motorcycle parking spaces 4. i--Designated carpool parking spaces 5. —Bicycle share station 6. Improved sidewalks throughout the Project 7. Electric vehicle charging stations (d) Pedestrian Crosswalk. The Owner shall endeavor to designcoordinate with the City towards the County's approval and buildimplementation of an enhanced pedestrian crosswalk across NW North River Drive connecting the developmentProject with the existing River Landing Development. Improvements sli.allmay include but not be limited to enhanced paving materials, pedestrian signalization, public art, landscaping, and lighting. Improvements shall be reviewed and approved by the relevant permitting agencies prior to building permit, including phased permits. Section 20. Emergency Management. The Owner shall ensure public safety and protection of property within the coastal zone from the threat of hurricanes. A portion of the SAP is part of the Coastal High Hazard Area (CHHA) as depicted in the Map in Appendix CM-1 of the MCNP. The Owner/Assignor will review the DevclopmentProject's potential impact on evacuation times and shelter needs in the event of a hurricane and meet all applicable FEMA Building Code and emergency management regulations. Section 21. Multiple Ownership. The Owner shall have the right to develop the Project in phases, to sell or lease portions of the Project to any third party, to condominiumize the Project (or portions thereof), and/or to enter into joint ventures for portions of the Project 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 22. Common Area Maintenance. The Owner shall create, prior to the conveyance of any portion of the Property (less than the entire Property), a declaration of covenants, conditions and restrictions, easement and operating agreement, or similar instrument, which shall provide for the maintenance of all common areas, private roadways, cross -easements, and other amenities common to the Property. This Agreement shall not preclude the Owner(s) of the Property from maintaining its own buildings or common areas not common to the Property. Such declaration, easement and operating agreement, or similar instrument shall be subject to the approval of the City Attorney. Section 23. Annual Report and Review. (a) This Agreement shall be reviewed by the City annually on the anniversary of the Effective Date. The Owner shall submit an annual report to the City for review at least thirty (30) days prior to the annual review date. The annual report shall contain MIAMI 802'1668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 a section by section description of the Owner's compliance with its obligations under this Agreement. The Owner's obligation to submit an annual report shall cease as of the date on which this Agreement is terminated pursuant to any such term or provision herein. (b) If the City finds in the annual report, on the basis of competent substantial evidence, that the Owner has failed to comply with any material obligation under this Agreement and the City provides the Owner with written notice of such failure, if such failure is not cured within the applicable notice and cure period set forth in Section 28(a) in this Agreement, the Owner shall be considered in default and the City shall have the remedies set forth in Section 29 of this Agreement. Section 24. 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 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 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 25. 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 26. 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. MIAMI502d668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 Section 27. 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 28. 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 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 29. 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 30. 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. Pursuant to Section 35 of this Agreement, the City shall provide a written response to said request within five (5) days of receipt. If the City fails to provide a written response within five (5) 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 MIAMI802'1668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 4-2 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 five (5) days of receipt. If the Owner fails to provide a written response within five (5) 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 the Project has been built. 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. (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, or Owner of any portion of the rights of the Owner hereunder or any other successor. Section 31. 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 not waive any right of such party to also seek 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 32. 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 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. In no event shall this Agreement terminate early other than for those reasons stated in this Agreement. MIAMI502d668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 4-3 Section 33. 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 34. 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 best efforts to expedite the permitting and approval process in an effort to assist the Owner in achieving its Development and construction milestones unless the provisions of Section 27 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 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 35. 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) working days of recording. Section 36. 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 37. Approvals. Whenever any matter set forth herein is made subject to the approval of the City, the City Manager, and/or the City Attorney, the approval shall be expressed in writing and the City, the City Manager, and/or the City Attorney (as applicable) shall not unreasonably withhold, delay, or condition any such approval. The failure to grant or withhold any such approval within five (5) days after receipt of written notice requesting the same and after any applicable cure period as specified in Section 30 of this Agreement (or such other time period as may be expressly provided in this Agreement), shall be deemed approval of such matter. Section 38. 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. MIAMI802'1668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 4-4 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 39. 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 40. 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. Section 41. 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. IN WITNESS WHEREOF, these presents have been executed this day of , 2024. MIAMI502d668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 44 STATE OF COUNTY OF ) ) SS ) NOTRUSE HOLDINGS, LLC, a Florida limited liability company Signature: By: Title: The foregoing instrument was acknowledged before me via ( ) physical presence or ( ) online notarization this day of , 2024 by , as of Notruse Holdings, LLC, who is ( ) personally known to me or ( ) produced a valid driver's license as identification. Notary Public: Sign Name: Print Name: My Commission Expires: (Notarial Seal) IN WITNESS WHEREOF, these presents have been executed this day of , 2024. MIAMI502d668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 4-6 ATTEST: CITY OF MIAMI, a municipal corporation Todd Hannon, City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney MIAMI502d668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 BY: Arthur Noriega, City Manager 4-7 EXHIBIT "A" {Legal Description} MIAMI502d668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 EXHIBIT "B" [Approved Concept Book and Regulating Plan} MIAMI502d668.d 100105/3003d7 2/12/202d 5:50 PM8024668.7 100105/300347 4-9 Document comparison by Workshare Compare on Wednesday, October 16, 2024 1:21:43 AM Input: Document 1 ID iManage://dms.bilzin.com/miami/8024668/4 Description #8024668v4<dms.bilzin.com> - Development Agreement - Notruse Document 2 ID iManage://dms.bilzin.com/miami/8024668/7 Description #8024668v7<dms.bilzin.com> - Development Agreement - Notruse Rendering set Bilzin Legend: Insertion Dciction Movcd from Moved to Style change Format change Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 57 Deletions 56 Moved from 1 Moved to 1 Style changes 0 Format changes 0 Total changes 115 SUBSTITUTED. DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND NOTRUSE HOLDINGS, LLC, REGARDING EXPANSION OF THE RIVER LANDING SAP This is a Development Agreement ("Agreement") made this day of 2024, between Notruse Holdings, LLC, a Florida limited liability company (the "P ner") and the City of Miami, Florida, a municipal corporation and a political subdivision of the S . to of Florida (the "City"), collectively referred to as the "Parties" to this Agreement. RECITALS WHEREAS, the Owner is the fee simple owner of approximate - 2.02 acres of property in Miami -Dade County, Florida, legally described on Exhibit "A", ha ng a street address of 1481 NW North River Drive (the "Property"); and WHEREAS, on February 24, 2021, the Owner filed an application with the City for approval to expand the River Landing Special Area Plan (t "SAP") to include the Property in order to develop the Property with a multi -family develop t with amenities (the "Project"); and WHEREAS, the Property, pursuant to the Z ing Ordinance known as Miami 21, is presently zoned T6-12-0 and the Owner proposes to zone the Property to T6-24-0; and WHEREAS, the proposed Project will c '.te certain recurring fiscal benefits for the City of Miami's tax base; and WHEREAS, the Parties wish for ti development to proceed substantially in accordance with the Regulating Plan and Design Con pt Book attached as Exhibit "B" ("Regulating Plan and Design Concept Book "); and WHEREAS, as a condit to the approval of the expansion of the River Landing SAP to include the Property, the Owner must enter into a development agreement pursuant to Section 3.9 of the City's Mi.. i21 Code ("Miami 21") and the Florida Local Government Development Agreement Act lorida Statutes, 163.3220 through 163.3243; and WHEREAS, ass ance to the Owner that they may proceed in accordance with existing laws and policies, s eject to the conditions of a development agreement, strengthens the public planning proc:.s, encourages sound capital improvement planning and financing, assists in assuring there are . equate capital facilities for the development, encourages private participation in comprehensiv Manning, and reduces the economic costs of development; and WH AS, the City Commission pursuant to Ordinance No. has authorized the City Mana r to execute this Agreement upon the terms and conditions as set forth below, and the Owner h e been duly authorized to execute this Agreement upon the terms and conditions set forth b : ow. MIAMI ' 124668.4 100105/300347 2/12/2► 4 5:50 PM 1 SUBSTITUTED. NOW THEREFORE, in consideration of the mutual covenants contained herei it is hereby understood and agreed: The recitals are true and correct and are incorporated into and made a p. of this Agreement. Section 1. Consideration. The Parties hereby agree that the considerati ' and obligations recited and provided for under this Agreement constitute substantial benefi to both parties and thus adequate consideration for this Agreement. Section 2. Rules of Legal Construction. For all purposes of the Agreement, unless otherwise express , provided: (a) A defined term has the meaning assigned to it; (b) Words in the singular include the plural, and ords in plural include the singular; (c) A pronoun in one gender includes and ap ► es to other genders as well; (d) The terms "hereunder", "herein", "heof, "hereto" and such similar terms shall refer to the instant Agreement in its : tirety and not to individual sections or articles; (e) The Parties hereto agree that • Agreement shall not be more strictly construed against any of the Parties, as parties are drafters of this Agreement; and (f) The attached exhibits s .11 be deemed adopted and incorporated into the Agreement; provided ho ever, that this Agreement shall be deemed to control in the event of a conflict be -en the attachments and this Agreement. Section 3. Definitions. Cap .lized terms which are not specifically defined herein shall have the meaning given in Mia. 21. "Agreement" me. this Development Agreement between the City and the Owner. "City" means and all depart City of Miami, a municipal corporation of the State of Florida, nts, agencies and instrumentalities subject to the jurisdiction thereof. "Compre i nsive Plan" means the comprehensive plan known as the Miami Compre . nsive Neighborhood Plan, (MCNP) adopted by the City pursuant to Chapt: 163, Florida Statutes (2012), meeting the requirements of Section 163. 77, Florida Statutes (2012), Section 163.3178, Florida Statutes (2012) and Se' ion 163.3221(2), Florida Statutes (2012), which is in effect as of the Effective to of the Agreement. "County" means Miami -Dade County, a political subdivision of the State of Florida. AMI 8024668.4 100105/300347 /12/2024 5:50 PM 2 SUBSTITUTED. "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, or the dividing o land into three or more parcels and such other activities described in Sect 163.3221(4), Florida Statutes (2012). "Effective Date" is the date of recordation of the executed, original v- ion of this Agreement. "Existing Zoning" is (a) Miami 21 Code, effective May 2010, specifically including the SAP, and (b) the provisions of the C Code of Miami ("Code") which regulate development, spe Chapters 10, 13, 22, 23, 36, 54, 55 and 62 of the Code as a Effective Date, which together comprise the effectiv regulations governing development of the Property as of th s amended, arter and City ically including ended through the land development ffective Date. "Land" means the earth, water, and air, above, below, o •n the surface and includes any improvements or structures customarily regarded land. "Laws" means all ordinances, resolutions, regulons, comprehensive plans, land development regulations, and rules adopted b a local government affecting the development of land. "Public Facilities" means major capital ' provements, including, but not limited to, transportation, sanitary sewer, .olid waste, drainage, potable water, educational, parks and recreational, str -ts, parking and health systems and facilities. Section 4. Purpose. The purpose redevelop the Properties pursuant to t the Effective Date, the land develo Property, thereby providing the P This Agreement satisfies the re Section 5. Intent. Th implemented so as to eff Comprehensive Plan, Ex Act, Sections 163.322 o this Agreement is for the City to authorize the Owner to ver Landing SAP. This Agreement will establish, as of ent regulations which will govern the development of the es with additional certainty during the development process. rements of Section 3.9.1.f., Miami 21. Owner and the City intend for this Agreement to be construed and tuate the purpose of the River Landing SAP, this Agreement, the ing Zoning, and the Florida Local Government Development Agreement 163.3243, Florida Statutes. Section 6. App cability. This Agreement only applies to the Property as identified and legally described in Exh' . it "A," attached and incorporated. Section 7. Term of Agreement, Effective Date and Binding Effect. This Agreement shall have a to of thirty (30) years from the Effective Date and shall be recorded in the public records of Mia ade County and filed with the City Clerk. The term of this Agreement may be extended by m al consent of the Parties subject to a public hearing, pursuant to s. 163.3225, Florida Statutes. Thi • Agreement shall become effective on the Effective Date and shall constitute a covenant running AMI 8024668.4 100105/300347 /12/2024 5:50 PM 3 SUBSTITUTED. 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 submitted to condominium ownership, then the association or other entity designated to represe all of the condominium ownership interests as to the Property, as may be applicable, shall be the ► oper entity or entities to execute any such release for properties in a condominium form of o ership after City approval as discussed herein. Section 8. Regulating Plan and Design Concept Book. The Property will , e developed and used in compliance with the "Regulating Plan and Design Concept Book", . s described in attached Exhibit "B" to this Agreement. Section 9. Zoning, Permitted Development Uses and Building Inte sities. The City has designated the Property as River Landing SAP on the official zoning Atl, of the City, pursuant to the applicable procedures in Miami 21. As part of the SAP process, the roperty is being rezoned to T6-24- O. The Regulating Plan and Design Guidelines are attached Exhibit "B", and provide for any deviations from the underlying regulations of the Code. In •proving the expansion of the River Landing SAP, the City has determined that the us , intensities, and densities of development permitted thereunder are consistent with the Co ' .rehensive Plan and Miami 21. Signage and deviations to the regulations in the Code are artic ated further in the Regulating Plan and will be approved administratively in accordance with se regulations by the issuance of an SAP Permit. Section 10. Future Development. Development thin the River Landing SAP is intended to be developed substantially in accordance with the egulating Plan and Design Concept Book, attached and incorporated as Composite Exhibit "B'. The criteria to be used in determining whether future Development shall be approved are th- proposed Development's consistency with the Comprehensive Plan, this Agreement, and the . iver Landing SAP. The Comprehensive Plan, this Agreement, and the River Landing SAP shal tovern Development of the Property for the duration of this Agreement. The City's laws and po ' ies adopted after the Effective Date may be applied to the Property only if the determination(s equired by Section 163.3233(2), Florida Statutes, have been made at a public hearing. Pursua► to Section 163.3233(3), Florida Statutes, a prohibition on downzoning supplements, rather tha• supplants, any rights that may be vested to the Owner under Florida or Federal law. As a result e Owner may challenge any subsequently adopted changes to land development regulations b.. ed on (a) common law principles including, but not limited to, equitable estoppel and vested t hts or (b) statutory rights which may accrue by virtue of Chapter 70, Florida Statutes. The Cit eserves all of its defenses, immunities, and any claims it may have in response to the right to chenge changes in the land development regulations. Section 11. Local 1 evelopment Permits. The Project may require additional permits or approvals from the C , County, State, or Federal government and any division thereof. Subject to required legal proc:.ses and approvals, the City shall make a good faith effort to take all reasonable steps to coopera with and aid in facilitating all such City approvals. Such approvals include, without limitat .n, the following approvals and permits and any successor or analogous approvals and permits: Waiver(s), Warrant(s), Exception(s), Variances, and SAP Permits; MIAMI ' 124668.4 100105/300347 2/12/2► 4 5:50 PM 4 SUBSTITUTED. (b) Subdivision plat or waiver of plat approvals; (c) Covenant in Lieu of Unity of Title or Unity of Title acceptance or the release o xisting unities or covenants; (d) Building permits; (e) Certificates of use or occupancy; (f) Stormwater Permits; and (g) Any other official action of the Federal, City, County, State •r any other government agency having the effect of permitting development of the Pro, rty. In the event that the City substantially modifies its land developme s egulations regarding site plan approval procedures, authority to approve any site plan for the Pro ct shall be vested solely with the City Manager with the recommendation of the Planning Direct. and any other relevant party. Any such site plan shall be approved if it meets the requirements a, 4 criteria of the Existing Zoning, the Comprehensive Plan, and the terms of this Agreement. Section 12. Utilities and Easements. The Owner understands and agrees that the utilities presently serving the Property may be insufficient for e Development of the Project. The Owner agrees that it will, at its sole cost and expense, make y and all changes, improvements, alterations, or enhancements to these facilities as necessary or •propriate to provide the highest level of service to the Property in order to comply with applica e laws without materially diminishing the service to other properties within the City. The Ow also understands and agrees that no Development will encroach upon any existing easements, ' cluding platted easements, unless otherwise permitted by law. Section 13. Compliance With FI - ida Building Code and Florida Fire/Life Safety Laws. The Owner shall at all times in the Development and operation of the Project comply with all applicable laws, ordinances an• regulations including the Florida Building Code and Florida Life Safety codes to insure the s ety of all Project and City residents and guests. Specifically and without limitation, the Owne ill install and construct all required fire safety equipment and water lines with flow sufficient to ontain all possible fire occurrences. Section 14. Notice. notices, demands, and requests which are required to be given hereunder shall, except as otherw - expressly provided, be in writing and delivered by personal service or sent by United States R- . stered or Certified Mail, return receipt requested, postage prepaid, or by overnight express • 'very, such as Federal Express, to the Parties at the addresses listed below. Any notice given purs .nt to this Agreement shall be deemed given when received. Any actions required to be taken her- . der which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be perfo d timely when taken on the succeeding day thereafter which shall not be a Saturday, Sunday, or -gal holiday. o the City: City Manager City of Miami AMI 8024668.4 100105/300347 /12/2024 5:50 PM 5 SUBSTITUTED. 3500 Pan American Drive Miami, FL 33133 With a copy to: City Attorney Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor Miami, FL 33130 To Notruse Holdings, LLC/Owner: c/o Andrew Hellinger and Coralee Penabad. 283 Catalonia Avenue, Suite 100 Coral Gables, FL 33134 With a copy to: Javier F. Avifio, Esq. Bilzin Sumberg 1450 Brickell Avenue, Suite 2300 Miami, Florida 33131 Any party to this Agreement may change its notificatio to the remaining Parties pursuant to the terms and c ddress(es) by providing written notification ditions of this Section. Section 15. Environmental. The City finds t the proposed Project will confer a significant net improvement upon the publicly accessible tree nopy in the area. The Parties agree that the Owner will comply with the intent and requirements Chapter 17 of the City Code within the River Landing SAP where required. (a) For all trees placed within e Property and abutting rights -of -way, the Owner shall install any needed irrigation an• corresponding water meters to support the growth and viability of the trees located wi in the right-of-way. The Owner shall agree to water, trim, root, prune, brace, or und; ake any other necessary maintenance as may be required for trees located within the . roperty and abutting rights -of -way for the term of this Agreement. The Owner furt agrees to warrant each tree within the Property and abutting right-of- way for the Te of this Agreement after planting. A tree removal permit shall be required for all remov , , relocation, and mitigation of trees within the Property and abutting rights - of -way. (b) Tree .tallation. The Owner shall install trees opportunistically within the public right- of-w , subject to approval by the appropriate City department. (c) .ff Arborist Review. Tree installation and tree maintenance plans shall be dministratively reviewed and approved by a City staff arborist. Secti ' 16. Waterfront Specialty Center Designation. Pursuant to Chapter 4 of the City Co. -, the River Landing SAP is designated as a Waterfront Specialty Center. AMI 8024668.4 100105/300347 /12/2024 5:50 PM 6 SUBSTITUTED. Section 17. Alcoholic Beverage Sales. Upon approval of this Agreement, pursuant to Chapter of the City Code, a Waterfront Specialty Center is hereby designated for the expanded SAP. Any establishments located therein shall be entitled to the benefits afforded by Chapter 4 of th- City Code. Notwithstanding the requirements of Sec. 4-3.2 of the City Code, PZAB a► i City Commission approval shall not be required for bars (including taverns, pubs, and ounges), nightclubs, supper clubs as principal uses proposed to be located in the SAP. The maximum number of establishments selling alcoholic beverages permitted withi Specialty Center shall not exceed four (4) establishments, but exclusive of any b restaurants where the sale of alcoholic beverages is entirely incidental to and the principal use of the sale of food (e.g. bona fide, licensed restaurants, with 4-COP, 4-COP SRX or an equivalent license). The number of approve increased by amendment to this Agreement before the City Commission. Section 18. Archaeological. Due to the Proj ect's loc Conservation Area, the City may require Owner/Assignor or Ass Appropriateness, pursuant to Chapter 23 of the City Code, to activities. the Waterfront a fide, licensed conjunction with -COP, 2-COP SRX, stablishments may be on in an Archaeological ee to obtain a Certificate of prior to any ground disturbing Section 19. Public Benefits Pursuant to this Agreement. e proposed Project will create a public benefit by providing much needed additional housing to the Health District, creating certain recurring fiscal benefits for the City's tax base, and b creating temporary and permanent jobs for the City's residents. The public benefits set forth i r his Section may be provided in phases when the various portions of the Project are developed. MIAMI 74 2/12/2► 4 5:50 PM (a) Civic Space. Pursuant the Owner shall incorporate as Civic Space. The Owne over 20%) as depicted in Composite Exhibit "B" Space pursuant to the 12 of Miami 21. percentage will b The Owner sha within the Pr Thoroughfa (b) s. Section 3.9.1(e) of the Zoning Ordinance, a ' inimum of five percent (5%) of the Property s currently proposing well over 5% (currently e Concept Book, attached and incorporated as e City shall approve the final design of the Civic esign Review Criteria described in Article 4, Table final percentage of the Property used for Civic Space subject to final modifications of the SAP as approved. be responsible for constructing the public improvements erty, including but not limited to the Civic Space Types and ob Creation & Employment Opportunities. i. riority Areas. The Owner shall offer employment opportunities to local residents, prioritizing hiring efforts pursuant to the following geographic areas ("Priority Areas"): 1.Priority Area 1: The Health District area depicted in the map attached hereto as Exhibit "C". 24668.4 100105/300347 7 SUBSTITUTED. 2.Priority Area 2: Zip code areas 33142, 33125, 33127, 33136, 33147, 33150 and 33135. 3.Priority Area 3: All remaining areas within the City of Miami no identified in the Priority Areas above. 4.Priority Area 4: All remaining areas within Miami -Dade Co ty not identified in the Priority Areas above. ii. Laborer Participation. The Owner shall require the gener subcontractor(s) to use reasonable efforts to seek laborers re 1 before expanding the search to subsequent Priority Are of Miami residents make up a minimum of fifteen p workforce. General contractor(s) and subcontr employment search within Priority Area 1 before s Priority Areas. iii. Permanent Jobs: Employment by Owner. Owner related to the operation of the Pro efforts to hire employees in accordance goal that City of Miami residents make the workforce employed by the Own search within Priority Area 1 be Areas. contractor(s) and ding in Priority Area , with the goal that City cent (15%) of the labor or(s) shall conduct an rching within the subsequent or all employment opportunities by rty, the Owner shall use reasonable ith the above Priority Areas, with the p a minimum of fifteen percent (15%) of . The Owner shall conduct an employment e searching within the subsequent Priority iv. Community Outreach and ' mployment. Owner shall use reasonable efforts to coordinate with organizati► s experienced in implementing local preference job opportunities and entiti;. in its search for permanent employees where such employment is within e control of the Owner. v. Employment Pol. reasonable effo ies. The Owner and the general contractor(s) shall use to incorporate the following employment policies: tion in the effort to recruit, advertise, attract and retain minority emale contractors and subcontractors. ovide a reasonable opportunity in the recruitment, advertising, and iring of professionals, contractors and subcontractors residing within the above Priority Areas. Take reasonable action in retaining employees regardless of race, color, place of birth, religion, national origin, sex, age, sexual orientation, gender identity, marital status, veterans, and disability status. 4. Maintain equitable principles in the recruitment, advertising, hiring, upgrading, transfer, layoff, termination, compensation and all other terms, conditions and privileges of employment. 5. Post in conspicuous places, availability to employees and applicants for employment, notices, setting forth the non-discrimination clauses of this Section. AMI 8024668.4 100105/300347 /12/2024 5:50 PM 8 SUBSTITUTED. 6. In all solicitations and advertisements for employment placed by behalf of the Owner, state that all applicants will receive considera employment without regard to race, creed, color or national on on n for (c) Connectivity and Thoroughfares. The Project shall provide connect • proposed Civic Spaces with existing Civic Spaces throughout the River Landing S ' to connect the Property to the elements of the Miami River and the riverwalk. s Civic Space will be privately owned and maintained by the Owner but shall r: ain open to the public. In addition, the Owner will evaluate inclusion of the foll• ing transportation control measures into the Property: i. Secure bicycle parking spaces ii. Provision of transit information throughout the Prect iii. Designated scooter/motorcycle parking spaces iv. Designated carpool parking spaces v. Bicycle share station vi. Improved sidewalks throughout the Proje vii. Electric vehicle charging stations (d) Pedestrian Crosswalk. The Owner shall : deavor to design and build an enhanced pedestrian crosswalk across NW North ' er Drive connecting the development with the existing River Landing Develop ► nt. Improvements shall include but not be limited to enhanced paving materials I edestrian signalization, public art, landscaping, and lighting. Improvements shall b eviewed and approved by the relevant permitting agencies prior to building permi ncluding phased permits. Section 20. Emergency Management e Owner shall ensure public safety and protection of property within the coastal zone from • threat of hurricanes. A portion of the SAP is part of the Coastal High Hazard Area (CHHA) a epicted in the Map in Appendix CM-1 of the MCNP. The Owner/Assignor will review the D - - elopment's potential impact on evacuation times and shelter needs in the event of a hurrican: and meet all applicable FEMA Building Code and emergency management regulations. Section 21. Multiple Ow • . rship. The Owner shall have the right to develop the Project in phases, to sell or lease portions of e Project to any third party, to condominiumize the Project (or portions thereof), and/or to enter to joint ventures for portions of the Project with third parties. In the event of multiple ownership . bsequent to the approval of the Agreement, each of the subsequent owners, mortgagees, and of successors having interest in the Property (or any portion thereof, including condominium un owners) shall be bound by the terms and provisions of this Agreement as covenants that with the Property. Section 22. Common Area Maintenance. The Owner shall create, prior to the conveyance of any portio' of the Property (less than the entire Property), a declaration of covenants, conditions and restricti • s, easement and operating agreement, or similar instrument, which shall provide for the maint: ance of all common areas, private roadways, cross -easements, and other amenities common to t Property. This Agreement shall not preclude the Owner(s) of the Property from maintaining AMI 8024668.4 100105/300347 /12/2024 5:50 PM 9 SUBSTITUTED. its own buildings or common areas not common to the Property. Such declaration, easement and operating agreement, or similar instrument shall be subject to the approval of the City Attorney. Section 23. Annual Report and Review. (a) This Agreement shall be reviewed by the City annually on the anniversa r , of the Effective Date. The Owner shall submit an annual report to the City for rev w at least thirty (30) days prior to the annual review date. The annual report s 1 contain a section by section description of the Owner's compliance with its ob 'rations under this Agreement. The Owner's obligation to submit an annual report all cease as of the date on which this Agreement is terminated pursuant to any suc ' term or provision herein. (b) If the City finds in the annual report, on the basis of compe t substantial evidence, that the Owner has failed to comply with any material obli ion under this Agreement and the City provides the Owner with written notice of ch failure, if such failure is not cured within the applicable notice and cure period t forth in Section 28(a) in this Agreement, the Owner shall be considered in def. . t and the City shall have the remedies set forth in Section 29 of this Agreement Section 24. Modification. The provisions of this A derogated, deleted, modified, or changed from time to tim the Owner and the City after two (2) public hearings be Florida Statutes, Section 163.3225. Notice shall be (500) feet of the Property by the Owner by certifie cost. If the Property is submitted to condomini designated to represent all of the condominium be the proper entity or entities to execute condominium form of ownership after Commission. In addition, pursuant to laws are enacted after the executio Parties' compliance with its terms this Section as is necessary to co be in writing and signed by th Section 25. Enforce provisions of this Agre person violating or a all of the above. enforcement pr Additionally, limited to i MIAMI 74 2/12/2► 4 5:50 PM ement may be amended, added to, only by recorded instrument executed by re the City Commission in accordance with ovided to all properties within five hundred ail, return receipt requested at the Owner's sole ownership, then the association or other entity terests as to the Property, as may be applicable, shall such instrument described herein for properties in a royal by the City and public hearings before the City ction 163.3241, Florida Statutes (2017), if State or Federal of this Agreement which are applicable to and preclude the is Agreement shall be modified or revoked as provided for in ply with the relevant State or Federal laws. Any modification shall arties. The City and the Owner shall have the right to enforce any of the ent. Enforcement shall be by action at law or in equity against any party or mpting to violate any covenants, to restrain violation, to recover damages, or h party to any such action shall bear its own attorneys' fees and costs. This sion shall be in addition to any other remedies available at law, in equity, or both. e City may enforce this Agreement by any means allowed by law, including but not nction or via Chapter 2, Article X of the City Code. 24668.4 100105/300347 t. 10 SUBSTITUTED. Section 26. No Exclusive Remedies. No remedy or election given by any provision Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the r granted hereunder upon a default of the other party shall be cumulative and in addition t remedies at law or equity arising from such event of default, except where otherwi provided. Section 27. Authorization to Withhold Permits and Inspections. obligated to make payments or improvements under the terms of this Agreemen from taking any other action under this Agreement and such obligations are the expiration of any applicable notice and/or cure period, in addition to any the City is hereby authorized to withhold any further permits for the inspections or grant any approvals with regard to any portion of the P Agreement is complied with. This remedy shall be in addition to any this Agreement. 1 is edies 11 other expressly In the e nt the Owner is r to take or refrain t performed prior to er remedies available, roperty and refuse any perty until such time this ther remedy provided for in Section 28. Exclusive Venue, Choice of Law, Specific Perf- mance. It is mutually understood and agreed by all the Parties hereto that this Agreement shall b• governed by the laws of the State of Florida, and any applicable federal law, both as to interpretat and performance, and that any action of law, suit in equity, or judicial proceedings for the enfor ent of this Agreement or any provision hereof shall be instituted only in the courts of the State o lorida or federal courts and venue for any such actions shall lie exclusively in a court of compent jurisdiction in Miami -Dade County. In addition to any other legal rights, the City and Owner shall each have the right to specific performance of this Agreement in court. If an acti ► is brought in a court of competent jurisdiction, each Party shall bear its own attorneys' fees. E h Party waives any defense, whether asserted by motion or pleading, that the aforementioned co s are an improper or inconvenient venue. Moreover, the Parties consent to the personal jurisdictof the aforementioned courts and irrevocably waive any objections to said jurisdiction. The Pa es irrevocably waive any rights to a jury trial. Section 29. Severability. Invalida ' •n of any of the sections in this Agreement by judgment of court in any action initiated by a thir' party in no way shall affect any of the other provisions of this Agreement, which shall remain in - 411 force and effect. Section 30. Events of Defa (a) The Owner all be in default under this Agreement if the Owner fails to perform or is in brea , of any term, covenant, or condition of this Agreement which is not cured within rty (30) days after receipt of written notice from the City specifying the natur- •f such breach. If such breach cannot reasonably be cured within thirty (30) day then the Owner shall not be in default if it commences to cure such breach within s.. 4 thirty (30) day period, diligently prosecutes such cure to completion, and notifies e 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. Pursuant to Section 35 of this Agreement, the City shall provide a written response to said request within five (5) days of receipt. If the City fails to provide a written response within five (5) days, the cure period shall be deemed automatically extended for an additional ninety (90) days. AMI 8024668.4 100105/300347 /12/2024 5:50 PM 11 SUBSTITUTED. (b) The City shall be in default under this Agreement if the City fails to pe - orm or breaches any term, covenant, or condition of this Agreement and such fa' re is not cured within thirty (30) days after receipt of written notice from the Ownspecifying the nature of such breach. If such breach cannot reasonably be cured w in thirty (30) days, the City shall not be in default if it commences to cure such b ach within said thirty (30) day period, diligently prosecutes such cure to completi • , and notifies the Owner in writing of its attempt to comply. If such breach cams • e cured within an additional ninety (90) day period, the City shall request w ' en consent from the Owner to extend the cure period beyond the additional nine - , (90) days. The Owner shall provide a written response to said request within fiv: 5) days of receipt. If the Owner fails to provide a written response within five (5) ' . ys, the cure period shall be deemed automatically extended for an additional nine (90) days. (c) It shall not be a default under this Agreement if ei er party is declared bankrupt by a court of competent jurisdiction after the Pro ct has been built. All rights and obligations in this Agreement shall survive ch bankruptcy of either party. The Parties hereby forfeit any right to terminate is Agreement upon the bankruptcy of the other Party. (d) The default of any Owner, successor, ' Owner of any portion of the Owner's rights hereunder shall not be deemed a bre h by any other Owner, any other successor, or Owner of any portion of the rights .f the Owner hereunder or any other successor. Section 31. Remedies Upon Default. Section 32. any contrary Agreement, effect unt termina contai or t Neither party may termi as specifically provid enumerated herein. e this Agreement upon the default of the other party, except in this Agreement, but shall have all of the remedies Upon the occurr: ce of a default by a party to this Agreement not cured within the applicable grac' period, the Owner and the City agree that any party may seek specific performance this Agreement, and that seeking specific performance shall not waive any right o uch party to also seek monetary damages, injunctive relief, or any other relief o than termination of this Agreement. If an action is brought in a court of compe •t jurisdiction to seek specific performance, each Party shall bear its own atto ' ys' fees. Iigations Surviving Termination Hereof. Notwithstanding and prevailing over rm or provision contained herein, in the event of any lawful termination of this e following obligations shall survive such termination and continue in full force and the expiration of a one (1) year term following the earlier of the Effective Date of such n or the expiration of the Term: (i) the exclusive venue and choice of law provisions d herein; (ii) rights of any party arising during or attributable to the period prior to expiration mination of this Agreement; and (iii) any other term or provision herein which expressly AMI 8024668.4 100105/300347 /12/2024 5:50 PM 12 SUBSTITUTED. 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 th' Agreement terminate early other than for those reasons stated in this Agreement. Section 33. Lack of Agency Relationship. Nothing contained herein shall be cons ed as establishing an agency relationship between the Parties nor its employees, agents, co actors, subsidiaries, divisions, affiliates, or guests shall be deemed agents, instrumentalities, e oyees, or contractors of the City for any purpose hereunder, and the City, its contractors, agents, a 1 employees shall not be deemed contractors, agents, or employees of the Owner or its subsidiari-., divisions, or affiliates. Section 34. Cooperation. (a) The Parties agree to cooperate with each other to the full to the terms and conditions of this Agreement. The City expedite the permitting and approval process in an e achieving its Development and construction milest Section 27 of this Agreement apply. The City will Owner or the Owner's general contractor and sub multiple permitting packages, as allowed by 1 Official in consultation with the Planning Dire as those for excavation, site work and found nt practicable pursuant all use its best efforts to rt to assist the Owner in es unless the provisions of commodate requests from the ntractors for review of phased or or as approved by the Building or or any other relevant parties, such ons, building shell, core, and interiors. ex (b) Notwithstanding the foregoing, the City all not be obligated to issue Development permits to the extent the Owner does comply with the applicable requirements of the Zoning Ordinance, the Compre nsive Plan, this Agreement, or any applicable codes, laws, statutes, regulations, • orders. Section 35. Recording. This Agreement s - .11 be recorded in the Public Records of Miami -Dade County, Florida by the Owner and at the 0 er's sole expense and shall inure to the benefit of the City. Copies of the recorded Agreement • all be provided to the City Manager, Planning Director, City Clerk, and City Attorney within tw(2) working days of recording. Section 36. Successor(s), Assig ' , Heirs, Grantees, and Designees. The covenants and obligations set forth in this Agre- ent shall run with the Property and extend to the Owner, its successor(s), heir(s), grantee(s) . nd/or assigns. Nothing contained herein shall be deemed to be a dedication, conveyance, or g ' os t to the public in general nor to any persons or entities except as expressly set forth herein. Section 37. Approva .. Whenever any matter set forth herein is made subject to the approval of the City, the City Ma ger, and/or the City Attorney, the approval shall be expressed in writing and the City, the City M. . ager, and/or the City Attorney (as applicable) shall not unreasonably withhold, delay, or conditio . ny such approval. The failure to grant or withhold any such approval within five (5) days after re, -ipt of written notice requesting the same and after any applicable cure period as specified in S- 'ion 30 of this Agreement (or such other time period as may be expressly provided in this Agreem t), shall be deemed approval of such matter. Section MIAMI 2/12/2► 4 Time. Time shall be of the essence for the performance of all obligations of the Owner 24668.4 100105/300347 5:50 PM 13 SUBSTITUTED. and the City under this Agreement. Whenever this Agreement provides for or contemplates a p od of time for performance of any obligation, such time period shall be calculated using calenddays, except when such time period is expressly stated to be calculated in business days. Any d e in this Agreement which falls upon a Saturday, Sunday, or federal legal holiday shall be d-. ed to be extended to the next business day. The term "business day" as used in this Agreement . eans any day that is not a Saturday, Sunday, or federal legal holiday. Section 39. Limitation of Liability. In no event shall any of the officers, dir• tors, shareholders, partners, members, managers, employees, elected officials, attorneys, or agen of either party or any subsidiaries or affiliates of either party ever be personally liable for any jud, ent against either party under this Agreement. Section 40. Estoppel. The City shall, within thirty (30) days of receipt of a written request from the Owner, provide the Owner with a written estoppel certificduly executed stating (a) to the best of the City's knowledge, whether the Owner is in default ► violation of this Agreement and setting forth with specificity the default or violation (if any); • that this Agreement is in full force and effect and identifying any amendments to the Agreeme ' as of the date of such certificate; and (c) such other information as may be reasonably requested . y Owner or any prospective purchaser or lender. Such estoppel certificate shall be certified to the 'iwner and any prospective purchaser and/or lender, as applicable. Section 41. Counterparts/Electronic Signat e. This Agreement may be executed in any number of counterparts, each of which so exe•, ted shall be deemed to be an original, and such counterparts shall together constitute but one nd the same Agreement. The parties shall be entitled to sign and transmit an electronic signatur: .f this Agreement (whether by facsimile, PDF or other email transmission), which signature sha be binding on the party whose name is contained therein. Any party providing an electronic signre agrees to promptly execute and deliver to the other parties an original signed Agreement upon quest. AMI 8024668.4 100105/300347 /12/2024 5:50 PM 14 SUBSTITUTED. IN WITNESS WHEREOF, these presents have been executed this day of STATE OF COUNTY OF ) SS NOTRUSE HOLDINGS, LLC, a Flori s , limited liability company Signature: By: Title: The foregoing instrument was acknowledged before me via ( physical presence or ( ) online notarization this day of , 2024 of Notruse Holdings, LLC, o is ( ) personally known to me or ( ) produced a valid driver's license as identification. My Commission Expires: (Notarial Seal) AMI 8024668.4 100105/300347 /12/2024 5:50 PM otary Public: Sign Name: Print Name: 15 , as SUBSTITUTED. IN WITNESS WHEREOF, these presents have been executed this day of , 2024. ATTEST: Todd Hannon, City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney MIAMI 7 424668.4 100105/300347 2/12/2' 4 5:50 PM CITY OF MIAMI, a municipal corpora' .n BY: Arthur Noriega, City Manage 16 SUBSTITUTED. AMI 8024668.4 100105/300347 /12/2024 5:50 PM EXHIBIT "A" [Legal Description] 17 SUBSTITUTED. EXHIBIT "B" [Approved Concept Book and Regulating Plan] AMI 8024668.4 100105/300347 /12/2024 5:50 PM 18