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
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File No. 16438 Exhibit B SUB
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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.
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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 (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
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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
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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.
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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
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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
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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
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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.
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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
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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.
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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
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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.
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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.
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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.
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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.
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ATTEST: CITY OF MIAMI, a municipal corporation
Todd Hannon, City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez
City Attorney
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BY:
Arthur Noriega, City Manager
4-7
EXHIBIT "A"
{Legal Description}
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EXHIBIT "B"
[Approved Concept Book and Regulating Plan}
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2024 1:21:43 AM
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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.
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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
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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
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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
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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
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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.
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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
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(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".
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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.
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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
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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
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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.
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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.
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(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
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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
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Time. Time shall be of the essence for the performance of all obligations of the Owner
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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.
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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)
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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
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CITY OF MIAMI, a municipal corpora' .n
BY:
Arthur Noriega, City Manage
16
SUBSTITUTED.
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EXHIBIT "A"
[Legal Description]
17
SUBSTITUTED.
EXHIBIT "B"
[Approved Concept Book and Regulating Plan]
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