HomeMy WebLinkAboutExhibit 1 SUBDEVELOPMENT AGREEMENT BETWEEN CITY OF v
MIAMI, FLORIDA AND CG MIAMI RIVER OWNER, LLC,
REGARDING APPROVAL OF THE MIAMI RIVER
SPECIAL AREA PLAN AND RELATED DEVELOPMENT
This is a Development Agreement ("Agreement") made this_day of
2016 between CG Miami River, LLC, a Delaware corporation, (the "Developer" and "Owner")
and the City of Miami, Florida, a municipal corporation and a political subdivision of the State
of Florida (the "City") (the Developer and the City are together referred to as the "Parrties" ).
WITNESSETH
WHEREAS, the Developer is the fee simple owner of approximately 6.2 acres of
property in Miami -Dade County, Florida, shown and legally described in Exhibit "A", located.
between SW 7th Street on the south, the Miami River on the north, SW 2nd Avenue on the east,
and SW 3rd Avenue on the west, within the City (the "Property"); and
WHEREAS, the Property is designated Industrial/Port of Miami River and Restricted
Commercial on the Future Land Use Map, within the Urban Central Business District
("tJCBD") and the Little Havana Residential Density Increase Area according to the Miami
Comprehensive Neighborhood Plan ("Comprehensive Plan"), shown in Exhibit "B"; and
WHEREAS, the Property is impacted by the Coastal High Hazard Area along the
Miami River; and
WHEREAS, the Property is zoned D3 Waterfront Industrial and T6 -36B-0 Urban
Core, according to the Miami 21 Zoning Code ("Miami 21 "), shown in Exhibit "C"; and
WHEREAS, the Property is currently underutilized in that it consists of vacant and
underdeveloped lots; and
WHEREAS, the Property is located in an Empowerment Zone for which the City
envisions redevelopment through community-based partnerships to encourage economic
revitalization and sustainable community development; and
WHEREAS, the current status of the Property is inconsistent with the City's vision to
develop a world class downtown, and wishes to encourage development of the Property; and
WHEREAS, the City and the Developer wish to redevelop the Property as a high
density, mixed use, pedestrian -oriented urban development providing much needed retail uses
and amenities for the urban center; and
WHEREAS, a process exists within Miami 21 which allows parcels of more than nine
(9) abutting acres to be master planned to allow greater integration of public improvements and
infrastructure, and greater flexibility so as to result in higher or specialized quality building and
streetscape design; and
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WHEREAS, the result of this master planning process is known as a "Special Area Plan"
("SAP"); and
WHEREAS, the City is the fee simple owner of approximately four (4) acres of
property (collectively, the "City -owned Property") in Miami -Dade County, Florida, shown in
Exhibit "D", adjacent to the Property and located along the Miami River, within the City, and
said City -owned Property includes certain City park areas and rights-of-way, and abuts certain
submerged lands owned by the State of Florida ("State") through the Board of Trustees of the
Internal Improvement Fund ("State Submerged Lands") also shown in Exhibit "D;" and
WHEREAS, on April 30, 2015, the Developer filed an application with the City for
approval of the Miami River SAP with a total of approximately 10.2 acres of land shown in
Exhibit "E," including certain portions of the City -owned Property and the abutting State
Submerged Lands, shown in Exhibit D (collectively, "SAP Application Area"), in order to
redevelop the Property as a mixed use development with residential and lodging units, retail,
restaurants, working waterfront uses, office, and other amenities, including a public riverwalk
which will cross the City -owned Property and the abutting State Submerged Lands (the "Miami
River SAP" or the "Project"); and
WHEREAS, the City serves as co -applicant for approval of the Miami River SAP; and
WHEREAS, the Miami River SAP's location on the Miami River will allow for use and
enjoyment of the Miami River by its residents and patrons, and the general public as well; and
WHEREAS, the Miami River SAP will create certain recurring fiscal benefits for the
City's tax base as well as much needed temporary and permanent jobs; and
WHEREAS, the City and the Developer wish for the development of the Project to
proceed substantially in accordance with the "Miami River SAP Regulating Plan" and "Design
Guidelines" attached as Exhibit "F"; and
WHEREAS, the City and the Developer wish for development of the Miami River SAP
to proceed in a manner which is consistent with the Comprehensive Plan, Miami 21, the City
Charter, the Miami River Greenway Action Plan, and the Miami River Corridor Urban Infill
Plan; and
WHEREAS, the lack of certainty in the approval of development can result in a waste
of economic and land resources, discourage sound capital improvement planning and financing,
escalate the cost of housing and development,. and discourage commitment to comprehensive
planning; and
WHEREAS, as a condition to the approval of the Miami River SAP, the Developer
must enter into a Development Agreement pursuant to Section 3.9. l .f. of Miami 21; and
WHEREAS, assurance to a developer that it may proceed in accordance with existing
laws and policies, subject to the conditions of the Development Agreement, strengthens the
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public planning process, encourages sound capital improvement planning and financing, assists
in assuring there are adequate capital facilities for the development, encourages private
participation in comprehensive planning, and reduces the economic cost of development; and
WHEREAS, the City Commission pursuant to Legislative File Identification Number
15-00624da approved on October 22, 2015 has authorized the City Manager to execute this
Agreement upon the terms and conditions as set forth below, and the Developer has been duly
authorized to execute this Agreement upon the terms and conditions set forth below; and
NOW THEREFORE, in consideration of the mutual covenants contained herein, it is
hereby understood and agreed:
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 either the City or the Developer, as all parties are drafters of this
Agreement; and
(f) The recitals are true and correct and are incorporated into and made a part of this
Agreement. 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
Developer.
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"City" means the City of Miami, a municipal corporation of the State of Florida,
and all departments, boards, committees, agencies and instrumentalities subject to
the jurisdiction thereof.
"Comprehensive Plan" means the comprehensive plan known as the Miami
Comprehensive Neighborhood Plan, ("MCNP") adopted by the City pursuant to
Chapter 163, Florida Statutes (2014), meeting the requirements of Section
163.3177, Florida Statutes (2014); Section 163.3178, Florida Statutes (2014) and
Section 163.3221(2), Florida Statutes (2014), which are 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 (3) or more parcels and such other activities described
in Section 163.3221(4), Florida Statutes (2014).
"Development permit" includes any building permit, zoning permit, subdivision
approval, rezoning, certification, special exception, variance, or any other official
action of local government having the effect of permitting the development of
land.
"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 Miami River 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.
"Lawst1 means all ordinances, resolutions, regulations, comprehensive plans, land
development regulations, and rules adopted by a Local and State government
affecting the development of land.
"Public Facilities" means major capital improvements, including, but not limited
to, transportation, sanitary sewers, solid waste, drainage, potable water,
educational, parks and recreational, streets, parking and health systems and
facilities.
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"Developer Parties" and "Developer" mean the property owner(s) who are
signatories to this Agreement.
Section 4. Purposes. The purposes of this Agreement are for the City to authorize
the Developer to redevelop the SAP Application Area pursuant to the Miami River SAP, to
document certain improvements by the Developer to the City's adjacent park and public areas
and the Developer's utilization of such adjacent park and public areas to benefit the public, for
the City to authorize the Developer to access and to utilize certain portions of the City -owned
Property for the riverwalk of the Development, and to document the related approval of access
by the State to the State-owned Submerged Lands regarding the Riverwalk for the Development.
This Agreement will establish, as of the Effective Date, the land development regulations which
will govern the development of the Property, thereby providing the Developer with additional
certainty during the development process. This Agreement satisfies the requirements of Section
3.9.1.f., Miami 21.
Section 5. Intent. The Developer and the City intend for this Agreement to be
construed and implemented so as to effectuate the purpose of the Miami River SAP Regulating
Plan and Design Guidelines, this Development Agreement, the Comprehensive Plan, Miami 21,
the City Charter, the Code, and the Florida Local Government Development Agreement Act,
Sections 163.3220 - 163.3243, Florida Statutes (2014).
Section 6. Legal Description of Land, Names of Legal Owners, Applicabilitv.
This Agreement only applies to (a) the Property identified and legally described in Exhibit "A",
and (b) the City's park and public areas to be improved and utilized by the Project to benefit the
public, and (c) the limited access and use for the riverwalk of the City -owned Property Lands
identified in Exhibit "D"; and the respective legal and equitable owners are the City and the
State.
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 by the Developer and filed with the City Clerk.
The term of this Agreement may be extended by mutual consent of the Parties subject to public
hearing(s), pursuant to Section 163.3225, Florida Statutes (2015). 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 Developer Parties, their successors, assigns, heirs,
legal representatives, and personal representatives. If the Property is submitted to condominium
ownership pursuant to the Florida Condominium Act, Chapter 718, Florida Statutes (2015), then
the association or other entity designated to represent the condominium ownership interests as to
the Property, as may be applicable, shall be the proper party or parties to execute any such
release for properties in a condominium form of ownership.
Section 8. Site Plan. The Property will be developed and used substantially in
compliance with a compilation of plans, including, specifically, architectural plans entitled
"Miami River," as prepared by Kobi Karp Architecture and Interior Design, Inc., and the
landscape plans as prepared by Kimley Horn and Associates, Inc. and Raymond Jungles
Landscape Architecture. All the foregoing plans are collectively referred to in this Agreement as
the "Project" and are described in detail by plans on file with the City Clerk and are deemed to
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be incorporated by reference. "Substantially in compliance," for purposes of this Agreement,
shall be determined by the City Planning and Zoning Director, pursuant to Section 7.1.3.5 of
Miami 21.
Section 9. Zoning, Permitted Development Uses and Building Intensities. The
City has designated the SAP Application Areas "Miami River SAP" on the official Zoning Atlas
of the City, pursuant to the applicable procedures in Miami 21. The Property is zoned
T6 -36B-0 and D3 pursuant to Miami 21 and located within the Miami River Residential
Density Increase Area permitting up to 400 units per acre. As part of the SAP process, the
underlying land use and zoning designation will not be changed, although minor
modifications to the T6 -36B-0 and D3 regulations are incorporated into the Miami River
Regulating Plan and Design Guidelines. In accordance with the underlying land use and
zoning regulations, there can be no residential density on the portions of the Property
designated CS or D3. In approving the Miami River SAP, the City has determined that the
uses, intensities, and densities of development permitted thereunder are consistent with the
Comprehensive Plan and the Zoning. Signage and deviations to the regulations in the Code are
articulated further in the Regulating Plan; signage shall be approved in accordance with the
Regulating Plan and Article 10 of Miami 21.
Section 10. Future Development. Future development within the SAP Application
.Area shall proceed pursuant to the Miami River SAP Regulating Plan and Design Guidelines.
The criteria to be used in determining whether future development shall be approved is: (a)
consistency with the Comprehensive Plan, (b) this Agreement, (c) and the Miami River SAP.
The Comprehensive Plait., this Agreement, and the Miami River SAP shall govern development
of the SAP Application Area for the duration of the Agreement. Any modifications to the
Project plans or this Agreement shall be approved in accordance with the Miami River SAP
Regulating Plan and Design Guidelines. The City's laws and policies adopted after the Effective
Date may be applied to the SAP Application Area only if the determinations required by Section
163.3233(2), Florida Statutes (2014), have been made after thirty (30) days written notice to the
Developer and at a public hearing. Pursuant to Section 163.3245(3), Florida Statutes (2014), this
prohibition on down zoning supplements, rather than supplants, any rights that may vest to the
Developer under Florida or Federal laws. As a result, the Developer 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 (2014).
Section 11. Public Benefits. The Project consists of five (5) phases of development
on the Property. Four (4) of the phases will utilize the City's Public Benefit Program. for
additional height as permitted under Miami 21 (`Benefit Height"). Phases 1 and 3, will contain
approximately three hundred twelve thousand four hundred (312,400) square feet of Benefit
Height each,, Phase 4 will contain approximately two hundred forty-two thousand, four hundred
square feet of Benefit Height (242,400); and Phase 5 will contain approximately three hundred
forty thousand eight hundred (340,800) square feet of Benefit Height. The fee per square foot of
Benefit Height is seventeen dollars and eighty two cents ($17.82). After February 1, 2019, the
Public Benefit fee per square foot shall be increased, and compounded annually, pursuant to the
Consumer Price Index ("CPP') to a maximum of 2.75% per year. Accordingly,the total
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estimated Public Benefits contribution to the City will be approximately twenty one million five
hundred twenty six thousand five hundred and sixty dollars ($21,526,560). The exact amount of
the Public Benefits contribution shall be calculated prior to the issuance of the first vertical
building permit for each of the Phases 1, 3, 4 and 5 and shall be due concurrent with the
construction of each respective phase, unless otherwise noted in the Agreement. The City shall
confirm that funds equivalent to the calculated Public Benefits contribution required for each
phase have been or have been caused to be made on the project(s) listed in the SAP's Public
Benefit Program and Phasing Schedule, and that such project(s) and contribution(s) are
substantially complete prior to the City's issuance of the first temporary or permanent Certificate
of Occupancy for the phase. The Director of Planning and .Zoning has the authority to shift
projects and funds between phases or as approved by the respective permitting agencies so long
as funds equivalent to the calculated Public Benefits contribution prorated for each phase have
been made prior to the temporary and/or permanent Certificate of Occupancy or bonded and
approved by the Department of Public Works. Following ten (10) years from the Effective Date,
in the event that the Project and/or Public Benefits Program have not been completed, the
Director of Planning and Zoning has the authority to abandon the Public Benefits Program
described in Exhibit "G" and require the Developer to tender direct Public Benefit contribution
payments to the City. .
(a) Affordable Housing Trust Fund The Developer shall tender direct payment to the
City of Miami Affordable Housing Trust Fund. Specifically, the Developer shall tender
payment of not less than fourteen million dollars ($14,000,000) into the Affordable
Housing Trust Fund with said funds to be earmarked for the East Little Havana Area,
generally bounded for purposes of this Agreement, within the boundaries of SW 8 Street
to the South, SW 17 Avenue to the West, the Miami River to the North, and I-95 to the
East. By no later than February 1, 2016, which is the date by which the Developer
anticipates to submit a full set of construction drawings for any one of the four towers in
the Project, the Developer will pay one million dollars ($1,000,000) of the fourteen
million dollars ($14,000,000) into the Affordable Housing Trust Fund. The Developer
will pay another one million dollars ($1,000,000) of the fourteen million dollars
($14,000,000) into the Affordable Housing Trust Fund upon receiving permits for the
plans that were submitted by February 1, 2016. The balance of the fourteen million
($14,000,000) Affordable Housing Trust Fund contribution shall be made prior to the
issuance of a temporary or permanent certificate of occupancy for Phase 1, Phase 3,
Phase4, and Phases, respectively, as provided in Section 11 above.
(b) City of Miami Trolley. The Developer shall tender direct payment to the City of
Miami Transportation Trust Fund of one and half million dollars ($1,500,000) into a
special revenue fiend earmarked for the Little Havana City Trolley route to be paid to the
City prior to a temporary Certificate of Occupancy for Phase 3.
(e) Jose Marti Park and Public Rights -of -Way. The Developer shall design, permit,
and construct certain public improvements within the Miami River SAP area, particularly
in Jose Marti Park, public rights-of-way, and other such improvements authorized by the
City administration according to the SAP's Public Benefit Program and Phasing Schedule
attached hereto as Exhibit "G." The Project plans are conceptual in nature and do not
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constitute complete architectural and engineering drawings;. further development,
pursuant to the conceptual plans, is necessary. The City shall work with the Developer to
allocate the Developer's proven paid parks and recreation impact fees to develop the
Project consistent with the intent of the Plans for Jose Marti Park and the City -owned
Property that are not included in Exhibit "G".
(d) Paramedic Station. In addition, the Developer shall deliver to the City of Miami an
approximately eight thousand five hundred (8,500) square foot shell unit to be used as a
paramedic station in the basement level of the Phase 5 tower with direct ingress and
egress via a ramp to SW 7 Street ("Paramedic Station"). The Paramedic Station shall be
delivered prior to the issuance of the first Temporary Certificate of Occupancy (TCO) for
the residential portion of Phase 3. The City and the Developer shall enter into a lease for
the Paramedic Station. This lease shall provide for a long-term ninety-nine (99) year
lease of the Paramedic Station for one dollar ($1) per year, without common area
maintenance, condominium assessments, fees, levies, charges, similar impositions
("Condominium Assessments") or ad valorem taxes on the Paramedic Station portion of
the Property. The City and Developer shall execute a Memorandum of Lease reflecting
the foregoing terms, which shall be recorded in the Public Records of Miami -Dade
County at the Developer's expense. At the Developer's option, the Developer may elect
to transfer ownership in fee simple or condominium form of ownership to the City of
Miami. Any condominium form of ownership shall affirm by lease or other written
instrument to be recorded that the Paramedic Station shall not be subject to the
Condominium Assessments. The City shall work with the Developer to allocate the
Developer's proven paid fire -rescue impact fees to develop the Paramedic Station portion
of the Project and the purchase of fire equipment consistent with this Agreement.
(e) Working Waterfront. The portion of the Property currently zoned D3, and
designated as Industrial on the City's Future Land Use Atlas, shall maintain recreational
and commercial working waterfront uses, including office, commercial, restaurants and
lodging. Therefore, the Developer; (a) shall not object or otherwise attempt to impede
any legally permitted working waterfront 24-hour operations; (b) shall provide all future
tenants and prospective owners of the Property notice of the existing working
waterfront 24-hour operations and will include a provision to agree not to object to
legally permitted working waterfront 24-hour operations in each lease; (c)
acknowledges that it is solely the Developer's responsibility to design its structures to
accommodate legally permitted working waterfront 24-hour operations; and (d) will not
pursue any claims for liability, loss or damage, whether through litigation or otherwise,
against permittees engaging in working waterfront 24-hour operations, related to
damage to Owner's structures, noise, smoke, fumes, bridge closures, and/or other
quality of life issues that might result from legally permitted working waterfront 24-
hour operations. A Declaration of Restrictions satisfying Policy PA -3.1.9 of the
Comprehensive Plan for the Property is attached as Exhibit "H".
(f) Public Riverwalk. The Developer, at its sole cost and expense, agrees to
develop the public riverwalk substantially in compliance with the Miami River
Greenway Action Plan, Miami River Corridor Urban Infill . Plan, Miami 21 and the
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Project plans, between SW 2nd Avenue and along the City -owned Property at the ends
of the City's rights-of-way abutting the State-owned submerged lands adjacent to SW
5th Street, and the western boundary of Jose Marti Park, SW 2nd Street (the
"Riverwalk"). The Riverwalk on Jose Marti Park shall be constructed, open to the
public and maintained by the City prior to the issuance of the first Certificate . of
Occupancy for Phase 1. The Riverwalk on the Property will be constructed, open
to the public and maintained by the Developer prior to the issuance of the first
temporary or permanent Certificate of Occupancy for Phase 2. Notwithstanding that
Phase 2 of the Project is not included in the SAP's Public Benefit Bonus Program, prior
to the issuance of the temporary Certificate of Occupancy for Phase 1, the Developer
shall record a Notice of Commencement and commence construction of a public
riverwalk on Phase 2 of the Property.
W Job Creation and Employment Opportunities. The Developer shall consult
and coordinate with the City's CareerSource South Florida center located at the Lindsey
Hopkins Technical Center at 750 NW 20th Street, 4th Floor, Miami, Florida 33127; the
Youth Co -Op, Inc. located at 5040 NW 7th Street, Suite 500, Miami, Florida 33126;
and state economic development entities regarding job training and job placement
services to City residents seeking employment opportunities with potential employers
which will locate or establish businesses within the Project. The Developer agrees to
use diligent, good faith efforts to achieve or to cause its general contractor(s) and
subcontractors (collectively, the "Contractor") to use diligent, good faith efforts to
achieve, as applicable, the following aspirational goals:
(a) The Contractor shall adhere to the following hierarchy with respect to
hiring objectives and practices within the Miami River SAP area:
(1) Residents of the City who live within one (1) of the three (3) area
zip codes: 33130, 33128 and 33135;
(2) Residents of the City who live within one (1) of the five (5) zip
codes with the highest poverty rate ("City Targeted Zip Codes");
(3) If no residents as described within Section 14(a) (1) or (2) are
qualified or can be qualified within a reasonable amount of time,
City residents who reside outside the City Targeted Zip Codes;
(4) If no residents as described within Sections 14(a) (1), (2) or (3) are
qualified or can be qualified within a reasonable amount of time,
County residents who live within one (1) of the five (5) zip codes
with the highest poverty rate in the County ("County Targeted Zip
Codes"); and
(5) If no residents as described within Sections 14(a) (1)-(4) are
qualified or can be qualified within a reasonable amount of time,
residents in the County who reside outside of the County Targeted
Zip Codes.
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The Parties agree that individuals will be employed based on the hierarchy
established in Section 14(a). For purposes of clarity, the intent of Section 14(a) is
to encourage the Developer and the Contractor to hire as many qualified persons
who reside in the City to work on the Project.
(b) The Contractor shall electronically post job opportunities in established job
outreach websites and organizations, including, without limitation, Youth
Co -Op, Inc., South Florida Workforce, Florida Department of Economic
Opportunity Career Source of South Florida located in Miami, their
successors or assigns, and similar programs in order to attract as many
eligible minority applicants for such jobs as possible.
(c) In connection with the work performed by the Developer, the Developer
shall cause the Contractor to pay a minimum hourly wage rate of twelve
dollars and eighty three cents ($12.83) if health benefits are not provided to
employees. and eleven dollars and fifty eight cents ($11.58) if health
benefits are provided to employees. Commencing January 1st, 2018 and
for the duration of the Project ("CPI Escalation Year"), the foregoing
hourly rates shall be increased on January 1st of the applicable calendar
year by an amount equal to the percentage increase during the calendar year
immediately prior to the CPI Escalation Year in the consumer price index
("Index"), which is the monthly index published by the Bureau of Labor
Statistics of the United States Department of Labor as the Consumer Price
Index for All Items, Miami -Ft. Lauderdale, Florida, Base Year 1982-
84=100. The CPI adjustment to the minimum hourly wage rates shall
hereinafter be referred to as the "CPI Escalation". The CPI Escalation of
the minimum hourly wage rates for the CPI Escalation Year shall be equal
to the minimum hourly wage rates in effect for the calendar year
immediately preceding the CPI Escalation Year multiplied by the CPI
Percentage (as defined below). The "CPI Percentage" shall equal the
fraction (i) whose numerator equals the monthly Index published
immediately prior to the CPI Escalation Year (or the nearest reported
previous month) and (ii) whose denominator is the same monthly Index
published immediately prior to the calendar year that preceded the CPI
Escalation Year (or the nearest reported previous month). If the Index is
discontinued with no successor Index, the City shall select a commercially
reasonable comparable index. The CPI adjustment set forth herein shall
not result in a reduction of the respective minimum hourly wage rates.
(d) The Developer shall require the Contractor to include the 'same minimum
hourly wage rates in any contracts entered into by the Contractor with its
subcontractors for the Project who will stipulate and agree that they will
pay the same minimum hourly wage rates, subject to adjustment, as set
forth in this section.
(e) Local Workforce Participation during Construction. At least twenty-five
percent (25%) of those employed by the general contractor or
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subcontractor(s) for construction work shall be employed utilizing the
following priorities: first, residents of the following three (3) area zip
codes: 33130, 33128 and 33135; second, residents of the five (5) highest
poverty rate index zip codes in the City; third, City residents in general;
fourth, County residents who live in the five (5) highest poverty rate index
zip codes in the County; and fifth, residents in the County in
general. Residents who live in qualifying areas must receive preference for
hiring in the Project.
(f) Job Opportunity Advertisement. The Developer must provide ten (10) full-
page weekly advertisements in the Diario de las Americas newspaper to
inform residents of job opportunities and job fairs prior to construction
commencement. This shall be in addition to advertisements done through
other job outreach websites, organizations, and efforts.
(g) Community Business Enterprise ("CBE"), Community Small Business
Enterprise ("CSBE"), and Small Business Enterprise ("SBE").
(1) Seven and one half percent (7.5%) of the professional services
agreements for soft costs including, but not limited to, design,
engineering, survey, inspection, testing, and legal, shall be
awarded to firms certified by the County as CBE, CSBE, and SBE
firms at the time the contract is signed.
(2) The Developer shall award ten percent (10%) of the contractual
agreements for construction and construction -related materials,
supplies and fixtures to firms certified by the County as CBE,
CSBE, and SBE firms at the time the contract is signed.
(h) Job Creation Monitoring Contract. Within sixty (60) days prior to issuance
of a Permit for vertical improvements, the Developer will designate a firm
who shall be CBE/CSBE/SBE certified whom will be designated to
monitor the Local Workforce Participation, Job Opportunity
Advertisement, and CBE/CSBE/SBE requirements.
(i) The City and the Developer understand and agree that any uses or
improvements by the Developer of public areas previously financed by the
City through tax-exempt bonds at Jose Marti Park areas and/or City -owned
streets, sidewalks, and rights of way areas shall require review by the City
Attorney and the City's Bond Counsel regarding necessary ongoing
compliance with U.S. Department of the Treasury Internal Revenue Service
rules and regulations.
Section 12. Construction of encroachments within the Public Right -of -Way. The
City finds that the encroachments proposed by the Developer do not unduly restrict the use of the
public right-of-way and are a necessary, essential element in the construction of the pedestrian
overpasses above the same rights-of-way. The adoption of this Agreement shall serve to satisfy
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the requirements set forth in Section 55-14(b) of the City Code. The City hereby agrees to
expeditiously sign off on all permits as owner of the City -owned Property that are the public
rights-of-way and Jose Marti Park, including but not limited to Public Works permits, bulkhead
permits, and State permits with respect to submerged lands as may be required to effectuate the
SAP and Project plans. The Developer represents to the City that it has, or will obtain, all
necessary authorizations from the State regarding the State-owned submerged lands.
Notwithstanding the requirements of Section 55-14(c) of the City Code, the City agrees to waive
any and all claims to payment of a user fee in connection with the construction of the
aforementioned encroachments within the public rights-of-way. Further, this Agreement shall
satisfy the requirements of Section 55-14(d) of the City Code. In consideration for authorizing
the construction of the aforementioned encroachments, the Developer further covenants to:
(a) Maintain the above -grade pedestrian overpasses in accordance with the Florida
Building Code, City Charter and Code.
(b) (b) Provide an insurance policy, in an amount determined by the City's risk
manager, naming the City and the State, regarding the State-owned submerged
lands, as additional insureds for public liability and property damage. The insurance
shall remain in effect for as long as the encroachments) exist above the City -owned
Property, including the right-of-way(s) and the State-owned Submerged Lands.
Should the Developer fail to continuously provide the insurance coverage, the City
shall have the right to secure similar insurance policy in its name and place a special
assessment lien against the owner's abutting private property for the total cost of the
premium. The Developer acknowledges and agrees that it will comply with all
insurance coverages required by the State regarding the State-owned Submerged
Lands.
(c) The Developer shall hold harmless and indemnify the City, the State, as applicable,
and their respective officials and employees from any claims for damage or loss to
property and injury to persons of any nature whatsoever arising out of the use,
construction, and development of the Miami River SAP, including without
limitation maintenance or removal of the pedestrian overpasses and from and
against any claims which may arise out of the granting of permission for the
encroachment or any activity performed under the terms of this Agreement.
Section 13. Signage. The Project will need to comply with all applicable Federal,
State, County and City signage rules, laws, orders, regulations, statutes, or ordinances.
Permitted signage will accomplish the following goals: (i) moving pedestrians and vehicle
traffic throughout the Property safely and efficiently; (ii) promoting safe and efficient pedestrian
traffic within the property; and (iii) properly identifying the Property. The Signage Program
will include, but is not limited to, the following sign types: (i) directional signage; (ii) ground
signage; (iii) wall signage; (iv) monument signage; and (v) tower signage, some or all of which
may incorporate LCD, LED, or similar electronic technology if approved and legally authorized.
The Signage Program shall apply to signage visible from public rights-of-way. The Signage
Program shall not apply to signage internal to the Project or not otherwise visible from the
public right-of-way. Signage shall be approved by Warrant as described in Article 7 of Miami
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21.
Section 14, -Parkiniz. The Developer intends to establish a uniform valet system to
service the Project. Notwithstanding the limitations set forth in Sections 35-305 of the Code, a
maximum of three (3) valet permits may be issued for the operation of a valet parking ramp on
the same side of the block where the permit applicant is the operator of the uniform valet
system. 'Robotic parking within enclosed parking structures shall be permitted.
Section 15. Seawall. The Developer shall be responsible for any repairs to the
seawall on the Property in compliance with the standards set forth by the Army Corps of
Engineers and the City Code. The Developer shall increase the upland grade elevations to no
less than four and one half feet 4.5' NAVD along the Riverwalk within the Property and six feet
6.0' NAVD adjacent to any mixed use parcel containing residential uses within the Property as a
condition to development so as to address the pertinent City and County goals, objectives and
policies related to Coastal High Hazard Areas, The City hereby agrees to serve as co -applicant
and/or applicant, as required, and expeditiously sign any permit applications required to
effectuate the repair and reconstruction of the seawall, bulkhead and site grade elevation. The
Developer hereby agrees to obtain, as necessary, all applicable permissions or approvals from
the State regarding any repairs and construction involving the State-owned submerged lands. In
addition, the Developer will construct the bulkhead elevation of up to six and one half feet (6.5')
on the Property where five and one half feet (5.5') is typically required, pursuant to the variance
granted on July 2, 2015 subject to the conditions that the bulkhead transition from the end of the
proposed Riverwalk to the existing walkway at the end of SW 3 Avenue in compliance with
ADA slope regulations (Section 4.8.2, CFR) and that the proposed bulkhead cap shall be
extended through the transition area matching the slope of the Riverwalk/walkway transition and
providing a six (6) inch vertical reveal.
Section 16. Retail Specialty Center Designation. Pursuant to Chapter 4 of the
Code, the Miami River SAP is designated as a "Retail Specialty Center".
Section 17. Alcoholic Beverage Sales. The Property is located within the D3 and
T6 -36B-0 zoning transects as designated under Miami 21. Notwithstanding the requirements of
Section 4-3.2 of the Code, Planning and Zoning Advisory Board, and City Commission approval
shall not be required for bars (including taverns, pubs, and lounges), nightclubs, and supper
clubs as principal uses proposed to be located within the Miami River SAP Project. Said
establishments shall be authorized pursuant to the issuance of a Warrant (currently requires
Exception). The Planning & Zoning Director shall consider the criteria set forth in Section
4-3.2.1 of the City Code when evaluating such Warrant applications. There shall be a maximum
of ten (10) individual alcohol beverage establishments permitted within the Miami River SAP
area.
Section 18. Environmental. The City finds that the .Project will confer a significant
net improvement upon the publicly accessible tree canopy in the area. The City and the
Developer agree that the Developer will comply with the intent and requirements of Chapter 17
of the City Code by performing tree replacement within the SAP Application Area where
possible. Where replacement within the SAP Application Area is not possible, the Developer
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shall perform tree replacement within Jose Marti Park. Where replacement within Jose Marti
Park is not possible, the Developer shall perform the required tree replacement within one (1)
mile of the SAP Application Area or within any other City park, subject to approval by the City.
The City further agrees to facilitate the permitting and planting of replacement trees on all
publicly owned property within the area and within City parks.
Section 19.Archaeolo teal. Due to the Project's classification of High Probability in
an Archaeological Conservation Area, the Developer shall obtain a "Certificate to Dig" prior to
any ground disturbing activities, pursuant to Chapter 23 of the City Code.
Section 20. Public Facilities. As of the Effective Date, the Developer shall conduct
an extensive analysis of the Public Facilities available to serve the Project. In the event that the
Existing Zoning and/or the Comprehensive Plan require the Developer to provide Public
Facilities to address any deficiencies in required levels of service occasioned by fixture
development within the SAP Application Area or as a result of the development of the Project,
the Developer shall provide such Public Facilities consistent with the timing requirements of
Sections 163.3180, Florida Statutes (2014), or as otherwise required by Chapter 13 of the City
Code, as amended from time to time, if applicable. The Developer shall be bound by the City
impact fees and assessments in existence as of the Effective Date of this Agreement.
Section 21. Release of Existing Ordinance 11000 Covenants. Upon approval of
this Development Agreement by the City Commission, the Planning Director shall release two
(2) Declarations of Restrictive Covenants recorded in the public records of Miami -Dade County
related to prior development approvals for portions of the SAP Application Area. The first
Declaration of Restrictive Covenants is recorded at Official Record Book 24194 at Page 1806 of
the Public Records of Miami -Dade County, and was proffered along with a rezoning application
for a portion of the project area, corresponding with the parcels in the middle section of the
Project area. The second Declaration of Restrictive Covenants is recorded at Official Record
Boole 24997 at Page 2543 of the Public Records of Miami -Dade County, and was proffered
along with a rezoning application for a portion of the southern section of the Project area.
Section 22. Compliance with Fire/Life Safety Laws. The Developer shall at all
times in the development and operation of the Project comply with all applicable laws,
ordinances and regulations including life safety codes to insure the safety of all Project and City
residents and guests. Specifically and without limitation, the Developer will install and
construct all required fire safety equipment and water lines with flow sufficient to contain all
possible fire occurrences.
Section 23. 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 facilitate all such approvals, including acting
as an applicant. Such approvals include, without limitation, the following approvals and permits
and any successor or analogous approvals and permits:
(a) Subdivision plat and/or waiver of plat approvals;
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(b) Covenant or Unity of Title acceptance and the release of the two (2) existing
Declarations of Restrictions;
(c) Building, Public Works and Bulkhead permits;
(d) Certificates of use and/or occupancy;
(e) Stormwater Permits; and
(f) Any other official action of the City, County, 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 a project in the
SAP Application Area shall be vested solely in the City Manager, with the recommendation of
the Planning and Zoning Director. Any such site plan shall be approved if it meets the
requirements and criteria of the Zoning, the Comprehensive Plan and the terms of this
Agreement.
Section 24. Consistency with Comprehensive Plan. The City finds that
development of the Miami River SAP is in conformity with the Existing Zoning and is
consistent with the Comprehensive Plan. In the event that the Existing Zoning or the
Comprehensive Plan requires the Developer to provide additional Public Facilities to
accommodate the Project, the development will provide such Public Facilities consistent with
the timing requirements of Section 163.3180, Florida Statutes (2014). The Developer shall be
bound by the City impact fees and assessments in existence as of the date of obtaining a
building permit, per Chapter 13 of the Code.
Section 25. Necessity of Complying with Regulations Relative to Development
Permits. The parties agree that the failure of this Agreement to address a particular permit,
condition, fee, term license or restriction in effect on the Effective Date shall not relieve the
Developer of the necessity of complying with the regulation governing said permitting
requirements, conditions, fees, terms, licenses, or restrictions.
Pursuant to Section 163.324 1, Florida Statutes (2014), if state or federal laws are enacted
after the execution of this development agreement which are applicable to and preclude the
parties' compliance with the terms of this development agreement, this Agreement shall be
modified or, revolted as is necessary to comply with the relevant state or federal laws.
. Section 26. Cooperation; Expedited Permitting and Time is of the Essence. The
Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and
conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their
respective and mutual responsibilities pursuant to this Agreement. The City shall use its best
efforts to expedite the permitting and approval process in an effort to assist the Developer in
achieving its development and construction milestones. The City will accommodate requests
from the Developer's general contractor and subcontractors for review of phased or multiple
permitting packages, such as those for excavation, site work, and foundations, building shell,
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core, and interiors. In addition, the City will designate an individual within the City Manager's
Office who will have a primary (though not exclusive) duty to serve as the City's point of
contact and liaison with the Developer in order to facilitate expediting the processing and
issuance of all permit and license applications and approvals across all of the various
departments and offices of the City which have the authority or right to review and approve all
applications for such permits and licenses.
Notwithstanding the foregoing, the City shall not be obligated to issue development
permits to the extent the Developer does not comply with the applicable requirements of the
Zoning, the Comprehensive Plan, this Agreement and applicable building codes.
Section 27. Reservation of Development Rights
(a) For the term of this Agreement, the City hereby agrees that it shall permit the
development of the SAP Application Area in accordance with the Comprehensive
Plan, Miami 21, the Miami River SAP Regulating Plan, and this Agreement.
(b) Nothing herein shall prohibit an increase in the density or intensity of development
permitted in the SAP Application Area in a manner consistent with (a) Miami 21 and
the Miami River SAP, and/or the Comprehensive Plan, (b) any zoning change
subsequently requested or initiated by the Developer in accordance with applicable
provisions of law or (c) any zoning change subsequently enacted by the City.
(c) The expiration or termination of this Agreement shall not be considered a waiver of,
or limitation upon, the rights, including, but not limited to, any claims of vested
rights or equitable estoppel, obtained or held by the Developer or its successors or
assigns to continue development of the Property in conformity with Existing Zoning
and all active prior and subsequent development permits or development orders
granted by the City.
Section 28. Annual Review. This Agreement shall be reviewed annually on the
anniversary of the effective date of this agreement. The Applicant, Developer, or its assign,
shall submit an annual report to the City Planning and Zoning Director for review at least 30 -
days prior to the annual review date. The report shall contain a section by section listing of
what obligations have been met and the date finalized as good faith compliance with the terms
of the agreement. The City Manager and Planning and Zoning Director shall review the annual
report and accept it if found to be in compliance. The failure to submit the annual report shall
not constitute a basis to find the Developer is not in compliance with the Development
Agreement as provided in 163.3235, Florida Statutes, as amended.
If the City finds, on the basis of substantial competent evidence that there has been a
failure to comply with the terms of the agreement, the City shall provide the (Applicant) with a
fifteen (15) day written notice and an opportunity the cure the non-compliance. The (Applicant)
shall have 45 -days after the expiration of the 15 -day notice period to begin to address or cure
the non-compliance, after which the Agreement may be revoked or modified by the City
Commission following an advertised public hearing. The Developer's commitment to submit
an annual report shall conclude upon the date on which the agreement is terminated.
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Section 29. Notice. All notices, demands and requests which may or 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:
With a copy to:
City Manager, City of Miami
3500 Pan American Drive
Miami, FL 33133
City Attorney, City of Miami
Miami Riverside Center
444 S.W. 2nd Ave., 91h Floor
Miami, FL 33130
To the Developer:
With a copy to:
CG Miami River, LLC
Attn: Ari Pearl
2915 Biscayne Boulevard, Ste 300
Miami, FL 33137
Bercow Radell & Fernandez, PLLC
Attn: Melissa T apanes Llahues, Esq.
200 S. Biscayne Boulevard, Ste 850
Miami, FL 33131
Any Party to this Agreement may change its notification address (es) by providing written
notification to the remaining parties pursuant to the terms and conditions of this section.
Section 30. Multiple Ownership. In the event of multiple ownership subsequent to
the approval of the Application, each of the subsequent owners, mortgagees and other successors
in interest in and to 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 31. Common Area Maintenance. A maintenance and indemnification
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Covenant to run with the land, in a form approved by the City Attorney, shall be required for
any non-standard improvements and public amenities located within the public right-of-ways.
Said Covenant shall identify a single person or single entity as the responsible partyfor all such
non-standard improvements and public amenities located in the public right of way included in
the Special Area Plan. The Developer will create prior to the conveyance of any portion of the
Property (less than the entire Property), an association or other entity 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 their own buildings or common areas not common to the Property outside the
control of the association. The instrument creating the association or other entity shall be
subject to the reasonable approval of the City Attorney.
Section 32. Modification. In accordance with the Project plans, the Project will be
developed in five (5) Phases. This Agreement may be modified, amended or released as to
Phase 1, or any portion thereof, by a written instrument executed by the, then, owner(s) of Phase
1 including joinders of all mortgagees, if any, provided that the same is also approved by the
City, after public hearing. Any public hearing application related to Phase 1, or any portion
thereof, shall only require the consent, acknowledgment and/or joinder of the then owner(s) of
Phase 1. This Agreement may be modified, amended or released as to Phase 2, or any portion
thereof, by a written instrument executed by the, then, owner(s) of Phase 2, including joinders of
all mortgagees, if any, provided that the same is also approved by the City, after public hearing.
Any public hearing application related to Phase 2, or any portion thereof, shall only require the
consent, acknowledgment and/or joinder of the then owner(s) of Phase 2. This Agreement may
be modified, amended or released as to Phase 3, or any portion thereof, by a written instrument
executed by the, then, owner(s) of Phase 3, including joinders of all mortgagees, if any,
provided that the same is also approved by the City, after public hearing. Any public hearing
application related to Phase 3, or any portion thereof, shall only require the consent,
acknowledgment and/or joinder of the then owner(s) of Phase 3. This Agreement may be
modified, amended or released as to Phase 4, or any portion thereof, by a written instrument
executed by the, then, owner(s) of Phase 4, including joinders of all mortgagees, if any,
provided that the same is also approved by the City, after public hearing. Any public hearing
application related to Phase 4, or any portion thereof, shall only require the consent,
acknowledgment and/or joinder of the then owner(s) of Phase 4. This Agreement may be
modified, amended or released as to Phase 5, or any portion thereof, by a written instrument
executed by the, then, owner(s) of Phase 5, including joinders of all mortgagees, if any,
provided that the same is also approved by the City, after public hearing. Any public hearing
application related to Phase 5, or any portion thereof, shall only require the consent,
acknowledgment and/or joinder of the then owner(s) of Phase 5. In the event that there is a
recorded homeowners or condominium association covering any portion of Phases 1, 2, 3, 4, 5,
or any portion thereof, said association may (in lieu of the signature or consent of the individual
members or owners), on behalf of its members and in accordance with its articles of
incorporation and bylaws, consent to any proposed modification, amendment, or release by a
written instrument executed by the homeowners or condominium association. Any consent
made pursuant to a vote of the homeowners or condominium association shall be evidenced by a
written resolution of the homeowners or condominium association and a certification executed
by the secretary of the homeowners or condominium association's board of directors affirming
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that the vote complied with the articles of incorporation and the bylaws of the association.
Section 33. Enforcement. The City, its successors or assigns, and the Developer, its
successors or assigns, shall have the right to enforce the provisions of this Agreement.
Enforcement shall be by action at law or in equity against any parties or persons violating or
attempting to violate any covenants, either to restrain violation or to recover damages or both.
Section 34. Authorization to Withhold Permits and Inspections In the event the
Developer 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 as required, in addition to any other remedies available, the City is hereby
authorized to withhold any further permits, and refuse any inspections or grant any approvals,
for the specific Phase of development the outstanding obligations relate to until such time as
this Agreement is complied with.
Section 35. Emergency Manag=ement and Mitigation Plan. Prior to the issuance of
a Certificate of Occupancy, Temporary Certificate of Occupancy ("TCO"), or the equivalent for
the first new single -use building in the SAP Application Area, the Developer, as required by the
City's Comprehensive Plan (Policy CM4.3.4.) shall enter into a binding agreement with the City
regarding an Emergency Management and Mitigation Plan (`Emergency Plan") detailing how
the safety of people and property shall be accounted for and maintained in the event of a natural
disaster, fire, act of God, or other similar event. The Emergency Plan shall detail vehicle and
pedestrian circulation, security systems, and other preventative and protective measures and
mitigation readily available in the SAP Application Area. The Developer, or its successors,
heirs, or permitted assigns, shall provide an updated copy of the Emergency Plan prior to the
issuance of a TCO or equivalent for each new building in the future.
Section 36. Exclusive Venue, Choice of Law, Specific Performance It is mutually
understood and agreed by 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 at 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 exclusively in a court of competent
jurisdiction in the County. In addition to any other legal rights, the City and the Developer shall
each have the right to specific performance of this Agreement in court. Each party shall bear its
own attorney's 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 37. Voluntary Compliance. The Parties agree that in the event all or any
part of this Agreement is struck down by judicial proceedings or preempted by legislative
action, the Parties shall continue to honor the terms and conditions of this Agreement to the
extent allow by law.
Section 38. Severabilitv. Invalidation of any of the sections, terms, conditions,
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provisions, or covenants, of 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 39. Events of Default.
(a) The Developer shall be in default under this Agreement if any of the following
events occur and continue beyond the applicable grace period; the Developer
fails to perform or breaches 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; provided, however, that if such breach
cannot reasonably be cured within thirty (30) days, then the Developer shall not
be in default if it commences to cure such breach within said thirty (30) day
period and diligently prosecutes such cure to completion.
(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
Developer specifying the nature of such breach; provided, however, that 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 and
diligently prosecutes such cure to completion.
(c) It shall not be a default under this Agreement if either party is declared bankrupt
by a court of competent jurisdiction. 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.
Section 40. Remedies Unon Default.
(a) Neither party may terminate this Agreement upon the default of the other party,
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 Developer 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. The City hereby acknowledges that any claim for damages under
this Agreement is not limited by sovereign immunity or similar limitation of
liability.
Section 41. 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
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and choice of law provisions contained herein; (ii) rights of any party arising during or
attributable to the period prior to expiration or earlier termination of this Agreement, and (iii)
any other term or provision herein which expressly indicates either that it survives the
termination or expiration here of or is or may be applicable or effective beyond the expiration or
permitted early termination hereof.
Section 42. No Oral Change or Termination. This Agreement and the exhibits and
appendices appended hereto and incorporated herein by reference, if any, constitute the entire
Agreement between the Parties with respect to the subject matter hereof. This Agreement
supersedes any prior agreements or understandings between the Parties with respect to the
subject matter hereof, and no change, modification, or discharge hereof in whole or in part shall
be effective unless such change, modification or discharge is in writing and signed by the party
against whom enforcement of the change, modification or discharge is sought. This Agreement
cannot be changed or terminated orally.
Section 43. Lack of Agency Relationship. Nothing contained herein shall be
construed as establishing an agency relationship between the City and the Developer and neither
Developer 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 officials, contractors, agents, and employees shall not be deemed
contractors, agents, or employees of the Developer or its subsidiaries, divisions or affiliates.
Section 44. Successor(s), Assigns, and Designees. The covenants and obligations set
forth in this Agreement shall extend to the Developer, its successor(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 45. Third Party Defense. The City and the Developer shall each, at their
own cost and expense, vigorously defend any claims, suits or demands brought against them by
third parties challenging the Agreement or the Project, or objecting to any aspect thereof,
including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida
Statutes (2014), (ii) a petition for writ of certiorari(iii) an action for declaratory judgment, or
(iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). The
City and the Developer shall promptly give the other written notice of any such action, including
those that are pending or threatened, and all responses, filings, and pleadings with respect
thereto.
Section 46. No Third -Party Beneficiary. No persons or entities other than the
Developer and the City, permitted successors and assigns, shall have any rights whatsoever
under this Agreement.
Section 47. Recording. This Agreement shall be recorded in the Public Records of
Miami -Dade County, Florida at the Developer's expense and shall inure to the benefit of the
City. A copy of the recorded Development Agreement shall be provided to the City Clerk and
City Attorney within two (2) weeks of recording.
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Section 48. Representations, Representatives. Each party represents to the others
that this Agreement has been duly authorized, delivered, and executed by such party and
constitutes the legal, valid, and binding obligation of such party, enforceable in accordance with
its terms.
Section 49. No Exclusive Remedies. No remedy or election given by any provision
in the 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 of law or equity arising from such event of default, except where
otherwise expressly provided.
Section 50. No Conflict of Interest. The Developer agrees to comply with Section 2-
612 of the City Code as of the Effective Date, with respect to conflicts of interest.
Section 51. Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall constitute an original but all of which, when taken together,
shall constitute one and the same agreement.
NOW, WHEREOF, the City and the Developer have caused this Agreement to be duly
executed. ,
[Execution Pages for the City and the Developer Follow]
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IN WITNESS WHERE, OF, these presents have been executed this
, 2015.
�i,'.'taacsscs
rint N 6A
Print Name �aFyap, i ✓r�2a, nes/,,�
ST)
COl
The
day
Pers
My
Development Agreement
Final Draft 01/14/2016
day of
SCG Miami River, a Delaware limited
liability corporation
By:
Natne Z 7 r
Title:
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City of Miami, a Florida municipal corporation
By:
Daniel J. Alfonso, City Manager
ATTEST: Approved as to Insurance Requirements:
BTod Hannon, it By:
City Clerk Anne- arae arpe, is anagement erector
Approved as to Form and Correctness:
V1CtoTiaen ez, ety 1 11 ttorney
STATE OF
)SS
COUNTY OF
The foregoing instrument was acknowledged before me this
day of , 2015 by
of the City Miami, Florida, who is the if
the City and who is
personally known to me or ( ) produced a valid driver's license
as identification.
Notary Public:
Sign Name:
Print Name:
My Commission Expires:
[NOTARIALSEAL]
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Exhibit A
Developer's Property
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Exhibit A
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IV -78 f"t 70 'M*tl oil a 7ir a lytnp "— rmt Wem 6r;ftmdrdfwl6l %A th 601 Ci IV-*F1V.Vdffli ThrolumM lilit far S,M, -*-nd i4mm, As*'hain-g- OtWmcrly
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!„fit` RL PARTWULARLY D'PSCRMIMAS F0L7-0WS,-
Hoc m am K=rJipd
PW ROhU 'Til' ot Pulm 41, ofthe Pulb1le Rc=rdg of3vIlffillf 19 MA 01 vr, in
Ca"t
'V, Sowth loutdatry cW!mid Lot 6: and atepg
, flic Soo)
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firm dome Noah Bill 514211 ft 76.9g fo*C oMft .ZOAj$ 971,441 V Went tbr M.X rgct 60= e3nMildO NOnh iWl 5[0- Wed fbr4q,40 Piet ta
IbC N*rtb:;r1
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f=ft, A"Ct81CUCh 02-90'28" FAStRiA4.96 [be; flit = NonJ3 W,,solarr �Fsr fm43.MI *0110 a-rorltnwn 814103ing 25.6Tc0W;--9rafwdiprAd mlib
the Ny armilmi munw,"mr1ine for S-Vtld ,kvmk'Lv T)w"et nlongmid lihe, 11,046 fl2'T$4-9" *P-Mfol-21% -tea t* a-pointoffine, afbmaid Novfierfy
lt(ittmdury vfLut 1.5, flicucu m1a4g Said14at-ibmly bmwAry N+onh WMV %Mw Rw 708 rect, ju Ilia pallfli
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-Dade C01 F%, WCOedItIX 16 tW Pig 6mv r, a7Wm4zd Irk Ma Bouk' "H!% at Pngr 4.1, orim Public
Frons KimmbqT3.1.
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bvqmdwv0fWd IdUO3 andiang Q. 14 md T$ofwd 1311[18[
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tl An m nvm or
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mlemi an nftnf, 1.1, tar$9 *attar are Fml. comm jur Litt :, iftu WjkL9 the Nuta,04 4xunu of Lau %thmimsouth Wq. 9"--r' F -w MUM 111t: Nortill ftc
ofLatg 14 4nd 1a R)f 15,00.6 rcell m Cha Point arnegillfting.
h" 8 1
im 8, % 10 and 11, in alockli$t, & rity awlumi SMUN A=ardioos " Ite 16" ofm:11n4 W& Couhty� FluddArmmidad in KV Tkmk-
off1m Public Rcmdv vfM iumi-Dwdc County, Rm"L
Exhibit A
Legal Description of Properties
PARCEL Hit
parccl 1,
LmT.Barak �R9buPk, CITY -Olt NVANII, ijix0rdihg1rj the l'l.'aifinmor Its
county. T-10MIL
put -el 2,
L,D Tul 9, 9 land I fl. 01,0 * 4 D SmQ. =, Of MIAM. ww tdlln? to 11bl: pum lbar of, fino rec. omed hi Mat Bran t IT "Im fte 41, of 6 a Piklic, rref'mft of
MfumE-DoOr Cmmw. YlqdJ;4
I&PR
That 7nnamof Lot 10, 01 oc-L -1a % �1-'AL, KNOWLTON TW -07 P4"jI'I..pcqovdipS w the?]at fficrcj(44r' Ircerord in YLL Dwk "B"'. athge4j,
offt pulb%c RWwq -0 r Mf4mi-oma, ecunt3r, Varidk bamidrAby flic WoMi Hm of sido Lot t14 jrdd lisle Also lacing the Sauib tot -of' w THic or
SN' MI swwood by $11V win't I m. wrufa U1 I a. r9M lint ASO bein sM e FART HS:hT-6f-%wny1iTI0 im rsAv. If4 Awma lmd'hy r4m 4wnmv 0 10 1hc
!oulhtmzt cm -d mg"T to ttc [not ac=1v4 Two jjtjc�.
k6l�L I M1
IX US 4 XW 'F. BUR -40 SWIM, ["lam OF INHAW. =c Drding to 1hq. P1 :9 lhcrevf, a.1 m' mdod to Plitt DO& I'D", id Nm 41. offh= Rdhfic Ammig :of"
Mi arui-DAdc Cbw,, Fkmd;k
AND
CbrA- --i as at 1h c NoTth wr.,rcrl y c cm cr 0 f Lot .1, It ktk 4 OS, A- L. YON' 01MLT ON NMP 0 r, wmm 1, Ag me Is r&d in M w axi, I wl. at ?go z 4 1. of lb g
P61ic Rcew& oMaml-Dade Comy. Mande, thence nmal mg tincwzn:ily li= OfftMid Ldl 3, flOrM dj9jWj1,V 4)f Milit'
lmdrr4ft- Mra 7) W to n, PO)J4 54W paint "h tba.point OrHofirkA ari&- heymnfift Ild'strilidd parml ni'latId. khmm rmtmm S;=hw#0y 411,
tha M-stmAy ling of!jmid Lot 5* for % disianm ofaimy-fivc.und �fflu biwdredlh (0,011 rwt io a 10(4nt' MM puintwag wvOty4ya t?59 6=41.mm or ng
N611bMV (Ifffie S0A11l1WC5tZfjy 4=Mrr 41 rsvid Ut 31, ibncc doinceeng to ftUfl!Vobw -tkmi blapil a jjw scvmjycjvc (715m) foo, mra or lcw,
19miliffty nrtnd Vn%11a,4jtlU ft Softerly jilleof m A. furn -f nt; OMM
, ddLvt� MR=ccoftbiny lye W ffh"phChLmditdtW �15.5fl) foct to rLpaj
dM&tfriyTt,b the left 11prism)"germ
arc Ora atrvein the left hltvu& a a mitral =Flo
imd fifty-two humderdthr (2?-S!j f=. on fhv-V�Wnt oNmrmewn wfM 111a Wmoly tirra,sf5tazd t -'n t3 , $214 pert w"R 1hc Point (if ffc&khsic,
COMI'maing a th.- Nvnliwc=r1y MMV OMOL 4. Dilmk 40t A, K- KNOWLTON M AP OF MIAMT, a no.rded +m M UoA "Hr. at Page 4 1, oMn
Public Rewnds Tloddm, IJJ=m t= Earhvwdlyalws ihcNw4�c4v )i4c or5q4LoA form Aum= ortwaty-1wo anti Nor
bimdfedtk% (M.(fl ir&-tw opcial afc[mm, 2dd 13ckhmi 017curva beftf1w thimcerm *Svufhca0vmdjyz1bDr' t� = ON Cmyaw fhc
TZ* i nwlg R-midim 0w00.a0J fort tod a==l AqUeof 3V4999"f0t as di .tattoo ofthivij-vft,abd ftjmc=hmjmdaj3 41 ?.1 p ci tau otatt of
inteTamation with lhe E4-.Wv *n# o1`&tfd Lot4. tbaluvrwl Mnhww(Oy4ov�g ft Eviteily lint-o(Wd W4. lbradimmv-Drwhe wid Tonmy-sm-m
ou Lhr wycharly ft cradd
Lot id rot adiswamv arTwcoLy-�gmem wd yal g N 11or
e
A-�SO KNCU'N AIR-,
Comm6maJug at thcNv1:hwL-A-r1y imn L7 ImMot3. glack 40S. A' r- KNOYLTON MAP OF TATAML P4 rwordcdio Ma, Pooh "311, ad %F41, tiftk
Pdli.Tfc 6e#cu nw Su4wm4Y;4ou0v;1V=&]y
IMMM0 9 0.17 1 11M to Apw�nt Wdp& t being thC TWT11 Or Bitgiilnlng inf thC hC=kfiMfkT d rsaftd rm-cT orlmd:-Mmice comnm IwAtahwmdby xamls
thcwc%wiy Tiro crm;:Ii4 Loi n. wd oHehwdmdtli (65-M) feet to fCdi6i1i*ft4;r
lata„ 1•,Tm4ar7y suid Lot 3, ilrpcu &Occjjng to tbL Irft 90 &p"a MDS"nm ujov,$ g I p ri
par4tgl %�4tfi flrcSouxllcdv VHc arcitid L*13, foradiAm , Hru a �hmy�ilvc "d . . fit f1y<Q'h I )I fin =Vmr - V- WMIDD)'fcc4tufte
111macticilming 161halca III d p�cft 164511 run Wmthwcuuwidly thr & disumvx.of r".sig flond rif1pnior
40tjn�' jhCjjCe4nM NQrthVVt"W&y ajMg the Mrc Or'kaLmve to ft loft h.ming a mdimorfifty (0M) feet md;mmnimt angle prat
ML -&;n the S%)'0mq:r0fUt4-, ibcoccnm North 150 fim tDaPDft'0=c4u.w
51Q.&S fen to Elpt&!4 tbftft Sniflk-mirdy 46-58T"ttjaapPimt; tbcuccNVcmcdy 15,5S acct wv-poim
R1091-0, City nMano gwffh, awnwifttItci thr Mlit gim"(,ulrcmdod in Pbt Book IBI.at
Pub& RLtup%niC Fjcx7kb.
Exhibit A
Legal Description of Properties
FARCFLV�
W0.7, Q, 14. M Cir xW.
mf tha Pmblll; RUMOS Ql'MfRM"cPCQWty. F06*%
ZABL.F.L.�f 1.
�Wt 1 N.Vn VIW.'AO Sowh. aClrY Of MjAMk zcror4itg 1c*aT1mk Ut;mn4vg muardi;d in rod Vrjok-a,% 4 @apr*ig.orthc mic rzrzor4
,of Tv[1aHi-Dndc Cc tri, FlAdL
E -MEN
7fjd plat
Public Rectrds of N31mmi-Nde Ce.unly, Mirkto. more pordwlaiiy dmedwifol lawr
l3q.lqu At &Uff vfnWd M&40 Saudi; fora 4hm,**r75 rim, tog
WWthtsoulb tinvof siM Lot 31br3li
&
Jhebwk ofilitsi&-Walk fbt3l feet, Ot
a-mdWDI'M fccrp ad accntrW w9l a arINdrPrns 15miflaJIM02 tol-6.25 rrdw
shofAalive orSWO Lai 11 ]fame "t Sumbey 6*9 tIM Fort lift Dn.rX I fet 37.27 -fmt io ihe5nuthp= comer nf'Loz 3,P 4"oelmm im&oefly
PAR.r[M VIT
M 1777=7h 70, Illoucim OrRTVURST6E WATERMM, da Lmdh-q M ffir'11114 ibcr.mf p5Tcqm0W ill pjqtRacpt- IS, NMrj *P, Orghe
Ptiblk Rc4mtidn of Mbttti-Dhd� Cbumty, rlayi8a.
P&RCE"UM
pa" I
I IPA& I in 1310&40 sclath. wpoF MIAW, Mcwmlwg to ft plat d1moor, Us rewi*q In.
Mut Bvd1--'T'Pa9ff 4L uf4r PubTia Figrkh0cm MNJ to- tlte! SMId OrFlOeidd 4
Official k0cmd4umic 11 111VA001a.
P=41 2
Tbu'.'4tmli:50 f of LaL4 1 t =4 I ?, in 131"1 ala $qpfh, MAP, OF MIAM.T. mcoTft to IN;TU 6MVC, as rwordrd n Kat! Hoot 1W Piipc 41,
bf-11tc Public RvxTda r Mivai-DWc Cumly. Mud&
PWW0
The 8011th 5D ibet of r vs I I Mnd 12. ih Moi +4 RaWl, WP OF MTA114 awmirding to thcplw glawf, =v-vnilrd iLi Phit lauck"Rr :qac 41
ar ffienvie keords o r miomvDadr cowny. veay.
Lv3s and vx=pf 6mv.*oirn The iVicwing -Paretl oft KYU ft tht StuW of Florida -ror miA *W-ar-way. v4 i6�ucnImd ill ilipt Decd wimr&d 41
Oaok 71951.'hjgt 3087, aud fit 6drdrsLinbcd za: Brg4i.;d ific S-WWBPCI' 0hahl Lut I L dino um XST�1025 ".F- Wwg The &UJ.1LjMy
bawdWyal'NAW Lot 11, the point at
c I M ft 19 4 W 110 of 25.00 fout 0 d a lzqzfttIievin f .0 M r, 1150,251Y4 tbtt C& rim S eA UthAve. Itti Y, %Vc 4k -fly an d N Mth"C'.UT I } ftlng M 1C = of
=W Omulff cam 10 *C righ sliroub A. rwiiftalwnglc RIP 0154,21 " thr U dinmee OfTk� foot to 11M pcjnt 0r4Ar,;nCy 4md A on the
4'r citrl3+batcraca ofsaid, *Mcev"D 5AM"Ifl-l"F . Alaq AM NVL-uieTty botmdmv fWA d[Mee I r24-46 fmt ra the PLIW.-JI,
Ajlof gala Iftuds Mirdatc, lying. nad bawirl wailii"M& cnprt� r-levidp,
ew
Exhibit D
SAP Area
1r
1
a
Exhibit E
SAP Application Area
-L L
Exhibit F
Miami River SAP Regulating Plan and Design Guidelines
Included Under Separate Cover
Exhibit G
Proposed Benefit Contribution Summary
t
Benefit ice
Benefit Area
Benefit
', �Rh�se
�L
der Square
(Square Feed)
�
Contrlbutlon
ter _
1
$17.82
312,400
$5,566,968
3
$17.82
312,400
$5,566,968
4
$17.82
242,400
$4,319,568
5
$17.82
340,800
$6,073,056
Total
$21,526,560
Exhibit G
Miami River Public Benefits
Phased Project Schedule and Estimated Costs
Contribution to Affordable
Housing Trust Fund 54,066,968
Contribution to Public
Trsnsnmtnliinn $1,500,000
Developer will renovate existing pool and restroom, demolish existing
gates, plazas and structures, and construct a children's interactive
Jose Marti Park fountain and playground, adult game area, outdoor built-in gym $2,479,348
equipment, canoe launch, concession area, and improve the park with
landscaping, hardsca. in , and signage.
Art in Public Places (I%) Minimum allocation of 1% based on County requirements $62,940
Contribution to Affordable
Housing Trust Fund $1,777,280
r X6,073,' 0,6.
Contribution to Affordable
Housing Trust Fund $ 6,073,056
• Developer will construct a connected Riverwalk beginning at SW 3
Avenue and continuing through Jose Marti Parkin compliance with
Miami River Greenway Action Plan, Miami River Corridor Urban Infill
Plan and Miami 21.
. Existing cracks in the concrete cap will be sealed with a marine grade
epoxy to prevent further salt water intrusion into the seawall cap along the
entire 700 linear feet of bulkhead.
Public Riverwalk, Seawall and
' The gaps around the three 30"-42" outfalls protruding through the caps
Bulkhead Improvements
will be sealed with marine grade grout to prevent further upland soil
$3,167,370
erosion.
Areas of soft or chipped concrete in the panels and caps will be patched
with a marine grade grout.
To prevent further erosion and undermining of the an -nor mat, a toe wall
or additional armoring may need to be installed along a 100 foot length of
the shoreline.
The area of damaged armor mat will need to be repaired with
replacement armoring similar to the installed mats
Jose Marti Park
Developer will improve connection between park area and river -walk
during connection with landscaping, hardscaping and street furniture.
$279,929
Art in Public Places 1%)
Minimum allocation of 1% based on County requirements
$36,973
Contribution to Affordable
Housing Trust Fund
$2,082,696
Contribution to Affordable
Housing Trust Fund 54,066,968
Contribution to Public
Trsnsnmtnliinn $1,500,000
Developer will renovate existing pool and restroom, demolish existing
gates, plazas and structures, and construct a children's interactive
Jose Marti Park fountain and playground, adult game area, outdoor built-in gym $2,479,348
equipment, canoe launch, concession area, and improve the park with
landscaping, hardsca. in , and signage.
Art in Public Places (I%) Minimum allocation of 1% based on County requirements $62,940
Contribution to Affordable
Housing Trust Fund $1,777,280
r X6,073,' 0,6.
Contribution to Affordable
Housing Trust Fund $ 6,073,056
This instrument was prepared by:
Name: Melissa Tapanes Llahues, Esq.
Address: Bercow Radell, & Fernandez, P.A.
200 S. Biscayne Boulevard, Suite 850
Miami, FL 33131
Exhibit H
(Space reserved for Clerk)
DECLARATION OF RESTRICTIONS
WHEREAS, the undersigned Owner holds the fee simple title to approximately 6.3 acres
of land in the City of Miami, Florida (the "City"), described in Exhibit "A," attached to this
Declaration (the "Property"), which statement as to title is supported by the attorney's opinions
attached to this Declaration as Exhibit "B';
WHEREAS, the Property is currently designated Industrial and Restricted Commercial
on the City's Future Land Use Map, shown on Exhibit "C," attached to this Declaration;
WHEREAS, the Property is currently zoned D3 Waterfront Industrial and T6-3613-0
Urban Core, as shown on Exhibit "D," attached to this Declaration;
WHEREAS, the portion of the Property zoned D3 Waterfront Industrial is also governed
by the Port of Miami River Sub -Element and identified as Category B therein;
WHEREAS, Owner will be seeking approval of a Special Area Plan ("SAP") created for
the Property, to be developed in coordination with the City;
WHEREAS, the Property is a subset of the SAP Application Area, as described in
Exhibit "E;"
WHEREAS, Owner will be applying to rezone the Property pursuant to the
abovementioned Special Area Plan;
WHEREAS, the portion of the Property zoned D3 Marine Industrial will remain D3
Marine Industrial;
WHEREAS, Policy PA -3.1.9 of the Miami Neighborhood Comprehensive Plan requires
that all new residential development located along the Miami River be the subject of a recorded
(Public Hearing)
Declaration of Restrictions
Page 2
(Space reserved for Clerk)
covenant acknowledging and accepting the presence of the existing Working Waterfront 24-
hour operations, as permitted;
WHEREAS, the Port of Miami River has a designated Federal Navigable Channel
featuring numerous job generating businesses, including International Shipping Terminals,
Boatyards, Marinas, Tug Boat Basins, Commercial Fishing, etc.
NOW THEREFORE, in order to assure the City, and other stakeholders, that the
representations made by the Owner during the City's consideration of the concurrent Land Use
and Special Area Plan Applications will be abided by the Owner, its successors and assigns,
freely, voluntarily, and without duress, makes the following Declaration of Restrictions
covering and running with the Property:
1) This Declaration of Restrictions satisfies the requirement set forth in Policy PA -3.1.9 of
the Miami Neighborhood Comprehensive Plan.
2) The Property will be redeveloped in accordance with the Miami River Greenway Action
Plan and the Miami River Corridor Urban Infill Plan.
3) The portion of the Property currently zoned D3, and designated as Industrial on the
City's Future Land Use Atlas, shall maintain a working waterfront use.
4) Owner recognizes that legally permitted existing Working Waterfront 24-hour
operations currently exist proximate to the Property. Therefore, Owner agrees:
(a) not to object or otherwise attempt to impede any legally permitted Working
Waterfront 24-hour operations;
(b) to provide all future tenants and prospective owners of the Property notice of
the existing Working Waterfront 24-hour operations and will include a
provision to agree not to object to legally permitted Working Waterfront 24-
hour operations in each lease and or Condominium Sale Documents;
(c) that it is solely the Owner's responsibility to design its structures to
accommodate legally permitted Working Waterfront 24-hour operations; and
(d) that it will not pursue any claims for liability, loss or damage, whether
through litigation or otherwise, against permittees engaging in Working
Waterfront 24-hour operations, related to, noise, smoke, fumes, federally
regulated bridge openings, and/or other quality of life issues that might result
from legally permitted Working Waterfront 24-hour operations.
5) There shall be no net loss of the number of recreational wet -slips along the Miami River,
except as required by the United States Coast Guard, the Miami -Dade County
Department of Regulatory and Economic Resources, or as required by other regulating
agencies with appropriate jurisdiction.
(Public Hearing)
Declaration of Restrictions
Page 3
(Space reserved for Clerk)
Covenant Running with the Land. This Declaration on the part of the Owner shall
constitute a covenant running with the land and may be recorded, at Owner's expense, in the
public records of Miami -Dade County, Florida and shall remain in full force and effect and be
binding upon the undersigned Owner, and their heirs; successors and assigns until such time as
the same is modified or released. These restrictions during their lifetime shall be for the benefit
of, and limitation upon, all present and future owners of the real property and for the benefit of
the City of Miami and the public welfare. The Owner, and their heirs, successors and assigns,
acknowledge that acceptance of this Declaration does not in any way obligate or provide a
limitation on the City.
Term. This Declaration is to run with the land and shall be binding on all parties and
all persons claiming under it for a period of thirty (30) years from the date this Declarationis
recorded after which time it shall be extended automatically for successive periods of ten (10)
years each, unless an instrument signed by the, then, owner(s) of the Property has been recorded
agreeing to change the covenant in whole, or in part, provided that the Declaration has first been
modified.or released by the City of Miami.
Modification, Amendment, Release. This Declaration of Restrictions may be
modified, amended or released as to the land herein described, or any portion thereof, by a
written instrument executed by the then owner(s) of the fee simple title to the Property, or any
portion thereof, provided that the same is reviewed by the Miami River Commission for an
advisory recommendation and approved by the City Commission of the City of Miami, Florida.
Should this Declaration be so modified, amended, or released, the Director of the Department of
Planning and Zoning or the executive officer of a successor department, or, in the absence of
such Director or executive officer, by his or her assistant in charge of the office in his/her office,
shall execute a written instrument effectuating and acknowledging such modification,
amendment, or release.
Enforcement. Enforcement shall be by action against any parties or person violating, or
attempting to violate, any covenants. The prevailing party in any action or suit pertaining to or
arising out of this declaration shall be entitled to recover, in addition to costs and disbursements
allowed by law, such sum as the Court may adjudge to be reasonable for the services of his
attorney. This enforcement provision shall be in addition to any other remedies available at law,
in equity or both.
Election of Remedies. All rights, remedies and privileges granted herein shall be
deemed to be cumulative and the exercise of any one or more shall neither be deemed to
constitute an election of remedies, nor shall it preclude the party exercising the same from
exercising such other additional rights, remedies or privileges.
(Public Hearing)
Declaration of Restrictions
Page 4
(Space reserved for Clerk)
Presumption of Compliance, Where construction has occurred on the Property or any
portion thereof, pursuant to a lawful permit issued Eby the City, and inspections made and
approval of occupancy given by the City, then such construction, inspection and approval shall
create a rebuttable presumption that the buildings or structures thus constructed comply with the
intent and spirit of this Declaration.
Seyera&�ility. Invalidation of any one of these covenants, by judgment of Court, shall
not affect any of the other provisions which shall remain in full force and effect. However, if
any material portion is invalidated, the City shall be entitled to revoke any approval predicated
upon the invalidated portion
Recordation and ]Effective Date. This Declaration shall be filed of record in the
public records of Miami -Dade County, Florida at the cost of the Owner following the approval
of the Application. This Declaration shall become effective immediately upon recordation.
Notwithstanding the previous sentence, if any appeal is filed, and the disposition of such appeal
results in the denial of the Application, in its entirety, then this Declaration shall be null and
void and of no further effect. Upon the disposition of an appeal that results in the denial of the
Application, in its entirety, and upon written request, the Director of the Planning and Zoning
Department or the executive officer of the successor of said department, or in the absence of
such director or executive officer by his/her assistant in charge of the office in his/her absence,
shall forthwith execute a written instrument, in recordable form, acknowledging that this
Declaration is null and void and of no further effect.
Acceptance of Declaration. The Owner acknowledges that acceptance of this
Declaration does not obligate the City in any manner, nor does it entitle the Owner to a
favorable recommendation or approval of any application, zoning or otherwise, and the City
Commission retains its full power and authority to deny each such application in whole or in
part and decline to accept any conveyance.
Owner. The term Owner shall include all heirs, assigns, and successors in interest.
[Execution Pages Follow]
(Public Hearing)
EXHIBIT 1
Development Agreement
Draft 10/$/15
DEVELOPMENT AGREEMENT BETWEEN CITY OF
MIAMI, FLORIDA AND CG MIAMI RIVER OWNER, LL9�
REGARDING APPROVAL OF THE MIAMI RIVER
SPECIAL AREA PLAN AND RELATED DEVELOPMEl��T
This is a Development Agreement ("Agreement") made this day of ,
2015 between CO Miami River, LLC, a Delaware corporation, (the%j' eveloper" and "Owner")
and the City of Miami, Florida, a municipal corporation and a pol'tical subdivision of the State
of Florida (the "City") (the Developer and the City are together ref rred to as the "Parties").
WITNESSETH
WHEREAS, the Developer is the fee simple`, lief to; approximately 6.2 acres of
property in Miami -Dade County, Florida, shown and I ` gally described in Exhibit "A", located
between SW 7th Street on the south, the Miami Rivet n the north, SW 2nd Avenue on the cast,
and SW 3rd Avenue on the west, within the City (th- `Property"); and
__.........
WHEREAS, the Property is designated dustr
Commercial on the Future Land- Use Map within
("UCBD") and the Little Havana kZ s'identi Density
Comprehensive Neighborhood Plan ("Comp" ehensive PI
WHEREAS, the Property is
Miami River; and
WHEREAS, the Property zoned
Core, according to the Miatni 21; Z" nine Cod
lots;
t of Miami River and Restricted
rban Central Business District
;e Area according to the Miami
hown in Exhibit "B"; and
Hazard Area along the
aterfront Industrial and T6-3613-0 Urban
mi 21 "), shown in Exhibit "C"; and
ilized in that it consists of vacant and
WHEREAS, the P operty is located in an Empowerment Zone for which the City
envisions redevelopment through community-based partnerships to encourage economic
revitalization and sustai ble community development; and
WHEREAS,46 current status of the Property is inconsistent with the City's vision to
develop a world clas downtown, and wishes to encourage development of the Property; and
WHEREA, the City and the Developer wish to redevelop the Property as a high
density, mixed usr�, pedestrian oriented urban development providing much needed retail uses
and amenities for the urban center; and
WHEREAS, a process exists within Miami 21 which allows parcels of more than nine
(9) abutting acres to be master planned to allow greater integration of public improvements and
infrastructure, and greater flexibility so as to result in higher or specialized quality building and
streetscape design; and
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WHEREAS, the result of this master planning process is known as a "Special Area Plan"
("SAP"); and
WHEREAS, the City is the fee simple owner of approximately four (4) acres of
property (collectively, the "City -owned Property") in Miami -Dade County, Florida,s 1wn in
Exhibit "D", adjacent to the Property and located along the Miami River, within th tty, and
said City -owned Property includes certain City park areas and rights-of-way, and Outs certain
submerged lands owned by the State of Florida ("State") through the Board of T ►stees of the
Internal Improvement Fund ("State Submerged Lands") also shown in Exhibit 'Ty," and
WHEREAS, on April 30, 2015, the Devel
approval of the Miami River SAP with a total of
Exhibit "E," including certain portions of the Ci
Submerged. Lands, shown in Exhibit D (collective
redevelop the Property as a mixed use develop*n
restaurants, working waterfront uses, office, and:; otl
which will cross the City -owned Property and the- ab
River SAP" or the "Project"); and
WHEREAS, the City serves
WHEREAS, the Miami River S
enjoyment of the Miami River by its res
WHEREAS, the- Miami River SAP
City's tax base as well as much needed;temr
)er filed an application with the City for
proximately 10.2 acre of land shown in
owned Property a the abutting State
"SAP ApplicatioA Area"), in order to
with residentialicn
lodging units, retail,
r amenities, incjjg. a public riverwalk
tting State. Subyfierged-Lands (the "Miami
for approval, f the Miami River SAP; and
iver will allow for use and
Ieral public as well; and
recurring fiscal benefits for the
it jobs; and
WHEREAS, the lack of certainty itythe approval of development can result in a waste
of economic and land resources, discourage sound capital improvement planning and financing,
escalate the cost of housing and development, and discourage commitment to comprehensive
planning; and
WHEREAS, as a condition to the approval of the Miami River SAP, the Developer
must enter into a Development Agreement pursuant to Section 3.9,1.f. of Miami 21; and
WHEREAS, assurance to a developer that it may proceed in accordance with existing
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laws and policies, subject to the conditions of the Development Agreement, strengthens the
public planning process, encourages sound capital improvement planning and financing, assists
in assuring there are adequate capital facilities for the development, encourages privat
participation in comprehensive planning, and reduces the economic cost of development; and
WHEREAS, the City Commission pursuant to Ordinance _ adopted on Octobe - 22,
2015 has authorized the City Manager to execute this Agreement upon the terms and con fitions
as set forth below, and the Developer has been duly authorized to execute this Agreemc it upon
the terms and conditions set forth below; and
NOW THEREFORE, in consideration of the mutual` covenants eontainedlherein, it is
hereby understood and agreed: !
(f) The recitals are true and correct and e incorporated into and made a part of this
Agreement. The attached exhibits sh 11 be deemed adopted and incorporated into
the Agreement; provided however, at this Agreement shall be deemed to control
in the event of a conflict between t e attachments and this Agreement.
Section 3. Definitions. Capitalize terms which are not specifically defined herein
shall have the meaning given in Miami 21.
"Agreement" means this Develop ;Ment Agreement between the City and the
Developer.
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"City" means the City of Miami, a municipal corporation of the State of Florida,
and all departments, boards, committees, agencies and instrumentalities subject to
the jurisdiction thereof,
"Comprehensive Plan" means the comprehensive plan known as the Miami
Comprehensive Neighborhood Plan, ("MCNP") adopted by the City pursuantj/to
Chapter 163, Florida Statutes (2014), meeting the requirements of See ion
163.3177, Florida Statutes (2014); Section 163.3178, Florida Statutes (2014) and
Section 163.3221(2), Florida Statutes (2014), which are in effect as f the
Effective Date of the Agreement. /
"County" means Miami -Dade County, a political subdivision of th / State of
Florida.
"Development" means the carrying out of any building activity, e making of
any material change in the use or appearance of any struetuaq �r land, or the
dividing of land into three (3) or more parcels and such other ac ' It
described
in Section 163.3221(4), Florida Statutes (201,4).
"Development permit" inc
approval, rezoning, certif"ica
action of local government
land,
any building permit,`zoning ] ermit, subdivision
v
,pecial exception, ariance %%r any other official
Ig the effect of pdr1m, in� the development of
of recordation, of the exeVuted original version of
mi 21 Code, effecti e May 2010, as amended,
River SAP, and (b) he provisions of the Charter
DWI) wh%ch,: iegul to development, specifically
23, 36, 54' 55 a 62 of the Code as amended
which together comprise the effective land
ming developm nt of the Property as of the
"Land" means the earth, water, and air, ab6ve, below, or on the surface and
includes any irnprbvenients or structures eu4arily regarded as land.
"Laws" means all ordinances, resolutions,41(d
gulations, comprehensive plans, land
development regulations, and rules adopt, by a Local and State government
affecting the development of land. /
"Public Facilities" means major capitalmprovements, including, but not limited
to, transportation, sanitary sewers, olid waste, drainage, potable water,
educational, parks and recreational,sreets, parking and health systems and
facilities.
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"Developer Parties" and "Developer" mean the property owner(s) who are
signatories to this Agreement.
Section 4. Purposes. The purposes of this Agreement are for the City to authorize
the Developer to redevelop the SAP Application Area pursuant to the Miami River S1c_, to
document certain improvements by the Developer to the City's adjacent park and publi.d areas
and the Developer's utilization of such adjacent park and public areas to benefit the public, for
the City to authorize the Developer to access and to utilize certain portions of the City -owned
Property for the riverwalk of the Development, and to document the related approval of access
by the State to the State-owned Submerged Lands regarding the; Riverwalk for the Development.
This Agreement will establish, as of the Effective Date, the land development remations which
will govern the development of the Property, thereby providing the Develope>/with additional
certainty during the development process. This Agreement satisfies the requir�'ments of Section
3,9.1.f., Miami 21. ;-
Section 5. Intent. The Developef and the City inten
construed and implemented so as to effectuatb the purpose of the 1\
Plan and Design Guidelines, this Development Agreement,the, Cor.
the City Charter, the Code, and the Florida Local Government D
Sections 163.3220 - 163.3243, Florida Statutes (2014):
This Agreement only applies to (a) the Propert
"A;"and (b) the City's park and public areas 4o be
the public, and (c) thd: united access and use, fc
owned Property Lanus identified �in'Exhibit "D" �
are the City and the State.
(30)
the
Is Agreement to be
ver SAP Regulating
ive Plan, Miami 21,
ent Agreement Act,
dl Owners, Applicability.
.gaily described in Exhibit
,cd by the Project to benefit
the Project of (i) the City -
legal and equitable owners
�e Date and Binding Effect. This
the Eff ctive Date and shall be recorded
velo er and filed with the City Cleric,
con ent of the Parties subject to public
(2 14). This Agreement shall become
n t running with the land that shall be
P rties, their successors, assigns, heirs,
roperty is submitted to condominium
apter 718, Florida Statutes (2014), then
condominium ownership interests as to
party or parties to execute any such
in the public records of Miami -Dade County by the D,
The term of this Agreement.irrray be extended by mutual
hearing(s), pursuant to Section 1"63.3225,:F1orida Statute
effective on the Effective Date aild shall constitute a cov
binding upon, and ijnure to, the benefit of the Developer
legal representatives, and „persond representatives. If the
ownership pursuant to the,Florida Condominium Act, C
the association or other entity designated to represent t 4
the Property, as may be applicable, shall be the propc
release for properties in a condominium form of owne/sh
1n
Section 8. Site Plan. The Property YN be developed and used substantially in
compliance with a compilation of plans, includ'ng, specifically, architectural plans entitled
"Miami River," as prepared by Kobi Karp Ari' itecture and Interior Design, Inc., and the
landscape plans as prepared by Kimley Horn! and Associates, Inc. and Raymond Jungles
Landscape Architecture. All the foregoing plans ire collectively referred to in this Agreement as
the "Project" and are described in detail by plans on file with the City Clerk and are deemed to
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be incorporated by reference. "Substantially in compliance," for purposes of this A reement,
shall be determined by the City Planning and Zoning Director, pursuant to Section .1.3.5 of
Miami 21.
section Y. !�onmg, rermitted vevelopment Uses and Building Ifitensities. The
City has designated the SAP Application Areas "Miami River SAP" on the offi"ial Zoning Atlas
of the City, pursuant to the applicable procedures in Miami 21, The Property is zoned
T6-3613-0 and D3 pursuant to Miami 21 and located within the Miaiyii River Residential
Density Increase Area permitting up to 400 units per acre. As part of the SAP process, the
underlying land use and zoning designation will not, be cha�iged, although minor
modifications to the T6-3613-0 and D3 regulations are incorporat d into the Miami River
Regulating Plan and Design Guidelines. In accordance; vvlth the nderlying land use and
zoning regulations, there can be no residential density on th portions of the Property
designated CS or D3. In approving the Miami River SAP, 'the City has determined that the
uses, intensities, and densities of development permitted there rider are consistent with the
Comprehensive Pian and the Zoning. Signage and deviations tp the regulations in the Code are
articulated further in the Regulating Plan; signage shall be pproved inaccordance with the
Regulating Plan and Article 10 of Miami 21.
Area shall proceed pursuant to the
The criteria to be used in determ
consistency with the Comprehens
The Comprehensive Plan, this Ag;
of the SAP Application'Area foil
Project pians or this''Agre.ement
Regulating Plan and Design.;Guide
Date may be applied, to the SAP A
163.3233(2), Florida Statutes (201;
Developer and at a public'hearing.
prohibition on down zoning s ppli
Developer under Florida or Fede
subsequently adopted changes to
principles including, ,but not limi
rights which may accrue by virtue_
ive P
be a
The
ha
land
d to
Future devyopment within the SAP Application
Aver SAP J gulating Plan and Design Guidelines,
cher, future evelopment shall be approved is: (a)
b) this A reement, (c) and the Miami River SAP.
.M
id the' mi River SAP shall govern development
lon "of e Agreement. Any modifications to the
pprove in accordance with the Miami River SAP
City' laws and policies adopted after the Effective
Are only if the determinations required by Section
;e ,made"after thirty (30) days written notice to the
,o Section 163.3245(3), Florida Statutes (2014), this
her than supplants, any rights that may vest to the
As a result, the Developer may challenge any
clopment regulations based on (a) common law
.itable estoppel and vested rights, or (b) statutory
70, Florida Statutes (2014).
Section 11. Public`Benefit . The Project consists of five (5) phases of development
on the Property. Four (4) of the Ames will utilize the City's Public Benefit Program for
additional height as permitted unde,Miami 21 ("Benefit Height"). Phases 1 and 3, will contain
approximately three hundred twelve thousand four hundred (312,400) square feet of Benefit
Height each; Phase 4 will contV42
approximately two hundred forty-two thousand, four hundred
square feet of Benefit height (,400); and Phase 5 will contain approximately three hundred
forty thousand eight hundred ('40,800) square feet of Benefit Height. The fee per square foot of
Benefit Height is seventeen/dollars and eighty two cents ($17.82). Accordingly, the total
estimated Public Benefits contribution to the City will be approximately twenty one million five
hundred twenty six thousands five hundred and sixty dollars ($21,526,560). The exact amount of
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the Public Benefits contribution shall be calculated prior to the issuance of the first verti al
building permit for each of the Phases 1, 3, 4 and 5 and shall be due concurrent with the
construction of each respective phase. Rather than tendering direct payment to the Cit. , the
Developer shall design, permit and construct certain public improvements within the �,Miami
River SAP area and its surroundings amounting to the required Public Benefits contribution
pursuant to the Project plans, the traffic analysis prepared for the project by Kimle,y Horn &
Associates, dated August 15, 2014, and such improvements authorized by the City
administration according to the SAP'S Public Benefit Program and Phasing Schedule attached
hereto as Exhibit "G." The Project plans are conceptual in nature and do not constitute complete
architectural and engineering drawings; further development, pursuant to the conceptual plans, is
necessary. In the event that there are any surplus funds associated with the,1ine items listed in
the Public Benefit Program and Phasing Schedule, said. surplus(es), up to`the required Public
Benefit amounts, shall be allocated to the Art in Public Plaods line item; as shown in Exhibit
"G". The City shall confirm that funds equivalent to the calculator) Public Benefits contribution
required for each phase have been or have been caused to be made on the project(s) listed in the
SAP's Public Benefit Program and Phasing Schedule, and that such#project(s) are substantially
complete prior to the City's issuance of the first Certificate ofi' Occupancy for the phase.
Notwithstanding that Phase 2 of the Project is not included in th JSAP's Public Benefit Bonus
Program, prior to the issuance of the temporary Certificate o Occupancy for Phase 1, the
Developer shall record a Notice of"' Commencement" and col ence construction of a public
riverwalk on Phase 2 of the Property. 11 The Director of Plann
t e and Zoning has the authority to
shift projects and funds between phases or as approved by respective permitting agencies so
long as funds equivalent to the calculated Public Benefits ontribution prorated for each phase
have been made prior' to the Certificate of Occupan y or bonded and approved by the
Department of Public Works, Following ten (10) years f otn the: Effective Date, in the event that
the Project and/or Public Benefits Program have not b en completed, the Director of Planning
and Zoning has the authority to abandon the Public l lenefits Program described in Exhibit "G"
and require the Developer to tender, direct Public Beni fit contribution payments to the City.
('a) Working Waterfront. The portdn of the Property currently zoned D3, and
designated as Industrial on the City's Fut re Land Use Atlas, shall maintain recreational
and commercial working wated tit us , including office, commercial, restaurants and
lodging'...Therefore, the Developer; (a� shall not object or otherwise attempt to impede
any legally permitted working waterf nt 24-hour operations; (b) shall provide all future
tenants and , prospective owners f the Property notice of the existing working
waterfront 24-hour operations and will include a provision to agree not to object to
legally permitted working wat rfront 24-hour operations in each lease; (c)
acknowledges that `"it -is solely th Developer's responsibility to design its structures to
accommodate legally permitted working waterfront 24-hour operations; and (d) will not
pursue any claims for liabilityoss or damage, whether through litigation or otherwise,
against permittees engaging
in working waterfront 24-hour operations, related to
damage to Owner's structures, noise, smoke, fumes, bridge closures, and/or other
quality of life issues that 9fight result from legally permitted working waterfront 24-
hour operations. A Declaration of Restrictions satisfying Policy PA -3.1.9 of the
Comprehensive Plan for tl e Property is attached as Exhibit "H".
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(b) Public Riverwalk. The Developer, at its sole cost and expense, agrees to
develop the public riverwalk substantially in compliance with the Miami Riv r
Greenway Action Plan, Miami River Corridor Urban Infill Plan, Miami 21 and e
Project plans, between SW 2nd Avenue and along the City -owned Property at the ends
of the City's rights-of-way abutting the State-owned submerged lands adjacent tO SW
5th Street, and the western boundary of Jose Marti Park, SW 2nd Steto
t (the
"Riverwalk"). The Riverwalk on Jose Marti Park shall be constructed, o� the
public and maintained by the City prior to the issuance of the first C ftificate of
Occupancy for Phase 1. The Riverwalk on the Property will be constricted, open
to the public and maintained by the Developer prior to the issuancr� of the first
Certificate of Occupancy for Phase 2. j
(5) If no residents as described within Sections 14(a)(1)-(4) are
qualified o/can be qualified within a reasonable amount of time,
residents in the County who reside outside of the County Targeted
Zip Codes.
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The Parties agree that individuals will be employed based on the hiera chy
established in Section 14(a). For purposes of clarity, the intent of Section I '(a) is
to encourage the Developer and the Contractor to hire as many qualifi71ished
ersons
who reside in the City to work on the Project.
(b) The Contractor shall electronically post job opportunities in est ' job
outreach websites and organizations, including, without lim}tion, Youth
Co -Op, Inc., South Florida Workforce, Florida Departmepi of Economic
Opportunity Career Source of South Florida located /in Miami, their
successors or assigns, and similar programs in order ,O attract as many
eligible minority applicants for such jobs:as possible.
(c) In connection with the work performedby the Dev/eloper, the Developer
shall cause the Contractor to pdy a minimum ho irly wage rate of twelve
dollars and eighty three cents ($12.83) if health nefits are not provided to
employees and eleven ,dollars and fifty eig cents ($11.58) if health
benefits are provided to employees. Comme cirig January 1st, 2018 and
for the duration of the Project("CPI Esc lation Year"), the foregoing
hourly rates shall be increased:on January 1st of the applicable calendar
year by an ampunt equal to the percentage nerease during" the calendar year
immediately prior to the CPI Escalation ear in the consumer price index
("Index") which is,the monthly inde published by the Bureau of Labor
Statistics of the United States Depart ent of Labor as the Consumer Price
Index for.Ail Items, Miami -Ft. L uderdale,,.Florida, Base Year 1982-
$4-100.The st
CPI adjument to e minimum hourly wage rates shall
hereinafter be referred to4s the " PI Escalation". The CPI Escalation of
the minimum Hourly wage rates or the CPI Escalation Year shall be equal
to the minimum hourly vva rates in effect for the calendar year
immediately preceding. the I_ Escalation Year multiplied by the CPI
Percentage (as defined "bell_ ): The "CPI Percentage" shall equal the
fraction, (i) whose nume"ator equals the monthly Index published
immediately prior ,to the PI Escalation Year (or the nearest reported
previous month) and '(ii) hose denominator is the same monthly Index
published immediately rior to the calendar year that preceded the CPI
Escalation.Year (or the nearest reported previous month). If the Index is
discontinued`' with no ccessor Index, the City shall select a commercially
reasana6It corn arab e index. The CPI adjustment set forth herein shall
not result in a reduction of the respective minimum hourly wage rates.
(d) The Developer sh 'll require the Contractor
A qto include the same minimum
hourly wage rate in any contracts entered into by the Contractor with its
subcontractors f r the Project who will stipulate and agree that they will
pay the same i inimum hourly wage rates, subject to adjustment, as set
forth in this sec, ion.
(e) Local Workforce Participation during Construction. At least twenty-five
percent (25%o) of those employed by the general contractor or
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subcontractor(s) for construction work shall be employed utilizing �Ae
following priorities: first, residents of the following three (3) area/zip
codes: 33130, 33128 and 33135; second, residents of the five (5) h ghest
poverty rate index zip codes in the City; third, City residents in eneral;
fourth, County residents who live in the five (5) highest poverty r to index
zip codes in the County; and fifth, residents in the County i general.
Residents who live in qualifying areas must receive preference or hiring in
the Project.
(f) Job Opportunity Advertisement. The Developer must provide ten (10) full-
page weekly advertisements in the Diario de las Amer' as newspaper to
inform residents of job opportunities and job fairs pr, or to construction
commencement. This shall be in ladditioh to ad/iiunity
ments done through
other job outreach websites, organizations, and e
(g) Community Business Enterprise ("CBE"), Ca Small Business
Enterprise ("CSBE"), ai Small Business EnterpBE").
f the professional services
but not limited to, design,
esting, and legal, shall be
unty as CBE, CSBE, and SBE
is
iwardAeV percent (10%) of the contractual
motion bn& construction -related materials,
to filIme
s certified by the County as CBE,
at the the contract is signed.
Job Creation Monitoring �ontrabt. Within sixty (60) days prior to issuance
of a Permit for vertical improve nts, the Developer will designate a firm
who shall be CBE/CSBE/SBE certified whom will be designated to
monitor_' the Local Worl orce Participation, Job Opportunity
Advertisement, and CBE/CSB /SBE requirements.
(i) The City and the Dei
improvements by the De
City through tax-exempt
streets, sidewalks, and ri
Attorney and the City
compliance with U.S. D/�
rules and regulations. I
1�'er understand and agree that any uses or
bper of public areas previously financed by the
rids at Jose Marti Park areas and/or City -owned
s of way areas shall require review by the City
Bond Counsel regarding necessary ongoing
tment of the Treasury Internal Revenue Service
Section 12._ Construction of en.Eroachments within the Public Right -of -Way. The
City finds that the encroachments proposed by the Developer do not unduly restrict the use of the
public right-of-way and are a necessary,/essential element in the construction of the pedestrian
overpasses above the same rights-of-way. The adoption of this Agreement shall serve to satisfy
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the requirements set forth in Section 55-1.4(b) of the City Code. The City hereby agre s to
expeditiously sign off on all permits as owner of the City -owned Property that are the ublic
rights-of-way and Jose Marti Park, including but not limited to Public Works permits, b, lkhead
permits, and State permits with respect to submerged lands as may be required to effe uate the
SAP and Project plans. The Developer represents to the City that it has, or will �btain, all
necessary authorizations from the State regarding the State-owned subme �ed lands.
Notwithstanding the requirements of Section 55-14(c) of the City Code, the City a reees to waive
any and all claims to payment of a user fee in connection with the construction of the
aforementioned encroachments within the public rights-of-way. Further, this Agreement shall
satisfy the requirements of Section 55-14(d) of the City Code. In consideration for authorizing
the construction of the aforementioned encroachments, the Developer further povenants to:
(a) Maintain the above -grade pedestrian
Building Code, City Charter and Code
with the Florida
Section 13. Signage. The Project wi fl need to comply with all applicable Federal,
State, County and City signage rules, laws orders, regulations, statutes, or ordinances.
Permitted signage will accomplish the folio 4ing goals• (i) moving pedestrians and vehicle
traffic throughout the Property safely and of
traffic within the property; and (iii) properl
will include, but is not limited to, the follo
signage; (iii) wall signage; (iv) monument i
may incorporate LCD, LED, or similar ele , t
The Signage Program shall apply to si a
Program shall not apply to signage int rna
public right-of-way. Signage shall be a,bpro
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ce
fi iently; (ii) promoting safe and efficient pedestrian
�identifying the Property. The Signage Program
ing sign types: (i) directional signage; (ii) ground
gnage; and (v) tower signage, some or all of which
tunic technology if approved and legally authorized.
gc visible from public rights-of-way. The Signage
1 to the Project or not otherwise visible from the
ved by Warrant as described in Article 7 of Miami
Development Agreement
Draft 10/8/15
21.
Section 14, Parking. The Developer intends to establish a uniform valet sys din to
service the Project. Notwithstanding the limitations set forth in Sections 35-305 of the ode, a
maximum of three (3) valet permits may be issued for the operation of a valet parking ramp on
the same side of the block where the permit applicant is the operator of theur}iform valet
system. Robotic parking within enclosed parking structures shall be permitted. �/
Section 15. Seawall, The Developer shall be responsible for aiy� repairs to the
seawall in compliance with the standards set forth by the Army.
Code. The Developer shall increase the upland grade elevati
half feet 4.5' NAVD along the Riverwalk within the Property
to any mixed use parcel containing residential uses as a co
address the pertinent City and County goals, objectives and
hazard Areas. The City hereby agrees to serve as co -applicant
expeditiously sign any permit applications requlred to effectuate
the seawall, bulkhead and site grade elevation. The Develo
necessary, all applicable permissions or approvals from the
construction involving the State-owned submerged:,. lands. , I
construct the bulkhead elevation of up' to six and one half feet
(5.5') is typically required, pursuant to the variance giant
conditions that the bulkhead transition from the end of the ro
walkway at the end of SW 3 Avenue in compliance,with A
CFR) and that the proposed bulkhead cap shall be extend d thro
the slope of the Rive��walklwalkway i
transition�and provi inga s
.Corps of Eineers and the City
ons to no 11P7,than four and one
and six fee .0' NAVD adjacent
edition t ldevelopment so as to
policies related to Coastal High
and/or applicant, as required, and
the epair and reconstruction of
per hereby agrees to obtain, as
5 to regarding any repairs and
addition, the Developer will
.5') where five and one half feet
on July 2, 2015 subject to the
posed Riverwalk to the existing
slope regulations (Section 4.8.2,
ugh, the transition area matching
x (6) inch vertical reveal.
ksection 10. tletaitSpeeialCenter-Des' nation. Pursuant to Chapter 4 of the
Code, the Miami River SAF is designated'as a "Rete' Specialty Center".
lection 17. Alcoholic Bevera a Sales The Property is located within the D3 and
T6-369-0 zoning transects as designated under iami 21. Notwithstanding the requirements of
Section 4-3.2 of the Code, Planning and Zoning Advisory Board, and City Commission approval
shall not be required for bars (including. tav res, pubs, and lounges), nightclubs, and supper
clubs as principal uses proposed to be loe ed within the Miami River SAP Project. Said
establishments shall be authorized pursua to the issuance of a Warrant (currently requires
Exception). The Plarijiing &Zoning Dire for shall consider the criteria set forth in Section
4-3.2.1 of the City Code when evaluating uch Warrant applications. There shall be a maximum
of ten (10) individual alcohol beverage stablishments permitted within the Miami River SAP
area.
Section 18. Environmental! The City finds that the Project will confer a significant
net improvement upon the publicly accessible tree canopy in the area. The City and the
Developer agree that the Developer ill comply with the intent and requirements of Chapter 17
of the City Code by performing trereplacement within the SAP Area where possible. Where
replacement within the SAP Area i not possible, the Developer shall perforin tree replacement
within Jose Marti Park. Where replacement within Jose Marti Park is not possible, the
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Development Agreeme
Draft 10/8/
Developer shall perform the required tree replacement within one (1) mile of the SAP or w�,t�hin
any other City park, subject to approval by the City. The City further agrees to facilitate the
permitting and planting of replacement trees on all publicly owned property within the afea and
within City parks. f
Section 19. Archaeological. Due to the Project's classification of High iobability in
an Archaeological Conservation Area, the Developer shall obtain a "Certificate t, Dig" prior to
any ground disturbing activities, pursuant to Chapter 23 of the City Code. /
Section 20. Public Facilities. As of the Effective Date, the Deve/loper shall conduct
an extensive analysis of the Public Facilities available to serve the Project./ln the event that the
Existing Toning and/or the Comprehensive Pian require the /de
/er to provide Public
Facilities to address any deficiencies in required levels of occasioned by future
development within the SAP Application Area or as axesult of topment of the Project,
the Developer shall provide such Public Facilities consistent wming requirements of
Sections 163.3180, Florida Statutes (2014), or ,asotherwise requhapter 13 of the City
Code, as amended from time to time, if applicable. The Develohe bound by the City
impact fees and assessments in existence as of the Effective Date,ureement.
this Development Agreement by the City>,Commis
(2) Declarations of Restrictive Covenants;recorded-
related to prior development approvals,for portio
Declaration of Restrictive Covenants is recorded at
the Public Records Of Miami -Dade County, and wa
for a portion of the project area,corresponding v
Project area. The second Declaration of Restrict
Book 24997 -at Pace 2543 of the Public.Recnrds'
along
times in 'th
ordinances an
residents and.
construct all i
possible fire o
13�,
,e,., 1100(V Covenants. Upon approval of
n, the arming Director shall release two
the p' lie records of Miami -Dade County
of tl t SAP Application Area. The first
fici Record Boole 24194 at Page 1806 of
love
ered along with a rezoning application
parcels in the middle section of the
enants is recorded at Official Record
Miami -Dade County, and was proffered
outhern section of the Project area.
Com 'lianee with Fire/Li Safety Laws, The Developer shall at all
)pment and operation of t e Project comply with all applicable laws,
ations including life safety odes to insure the safety of all Project and City
Specifically and wit out limitation, the Developer will install and
I fire safety equipment d water lines with flow sufficient to contain all
permits or approvals from the City, C
thereof. Subject to required legal proces
to take all reasonable steps to cooperat
as an applicant. Such approvals include
and any successor or analogous approv/1
(a) Subdivision plat and/or
(b) Covenant or Unity of
N550255.doc SECOND READING
0 Permits. The Project may require additional
nty, State, or Federal government and any division
s and approvals, the City shall make a good faith effort
with and facilitate all such approvals, including acting
without limitation, the following approvals and permits
and permits:
of plat approvals;
acceptance and the release of the two (2) existing
Development Agreement
Draft 10/8/15
Declarations of Restrictions;
(c) Building, Public Works and Bulkhead permits;
(d) Certificates of use and/or occupancy;
(e) Stormwater Permits; and
(f) Any other official action of the City, County, or any other gov/ee 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 p An for a project in the
SAP Application Area shall be vested solely in the City Manager, with he recommendation of
the Planning and Zoning Director. Any such siteplan shall be proved if it meets the
requirements and criteria of the Zoning, the Comprehensive P �n and the terms of this
Agreement.
Section 24. Consistency with Com` rehensive FI n. The City finds that
development of the Miami River,, SAP is in conformityvvi the Existing Zoning and is
consistent with the Comprehensive Plan. _ In the event_ t at the Existing Zoning or the
Comprehensive Plan requires the Developer , to pro, additional Public Facilities to
accommodate the Project, the Development will prolReaulations
h'Public Facilities consistent with
the timing requirements of Section 163.3'1$0, Floridaes (20.14). The Developer shall be
bound by the City ,impact fees and assessments in"nse as of the date of obtaining a
building permit, per.Chapter 13 of the Code.
Section 25. Neu si of ;Com I in With Relative to Development
Permits. The parties agree that the failure of this Agreement to address a particular permit,
condition, fee, term .license or restriction in effec on the Effective Date shall not relieve the
Developer of the necessity of complying wit'` the regulation governing said permitting
requirements, conditions, fees,,terr 's' licenses, or restrictions.
Pursuant to Section 163324 1, Florida S tutes (2014), if state or federal laws are enacted
after the execution of this development agr ment which are applicable to and preclude the
parties' compliance with the teens of this evelopment agreement, this Agreement shall be
modified or revoked as is necessary to corn y with the relevant state or federal laws.
Section 26. Coo eration• Ex a ited PermittinLy and Time is of the Essence. The
Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and
conditions of this Agreement. The Parti s agree that time is of the essence in all aspects of their
respective and mutual responsibilities ursuant to this Agreement. The City shall use its best
efforts to expedite the permitting and approval process in an effort to assist the Developer in
achieving its development and const action milestones. The City will accommodate requests
from the Developer's general conte for and subcontractors for review of phased or multiple
permitting packages, such as those/for excavation, site work and foundations, building shell,
core, and interiors. In addition, the City will designate an individual within the City Manager's
#550255,doc SECOND READING
Development Agreement
Draft 10/8/15
Office who will have a primary (though not exclusive) duty to serve as the City's point of
contact and liaison with the Developer in order to facilitate expediting the processing ancJi
issuance of all permit and license applications and approvals across all of the vario s
departments and offices of the City which have the authority or right to review and approve all
applications for such permits and licenses.
Notwithstanding the foregoing, the City shall not be obligated to issuedeve�(pment
permits to the extent the Developer does not comply with the applicable requirem pts of the
Zoning, the Comprehensive Plan, this Agreement and applicable building codes.
Section 27. Reservation of Development Rights
(a) For the term of this Agreement, the City ,hereby: agrees that i shall permit the
development of the SAP Application Area in accordance wit %the Comprehensive
Plan, Miami 21, the Miami River SAP Regulating Plan, and thi4Agreement.
(b) Nothing herein shall prohibit an increase in the densi/iaccordance
tensity of development
permitted in the SAP Application Area in a manner cot with (a) Miami 21 and
the Miami River SAP, and/or the Comprehensive b) any zoning change
subsequently requested of initiated by the Developer with applicable
provisions of law or (c) any zoning change subsequented by the City.
(a) The City may review the Development th• t is subject to this Agreement once every
twelve (12) months, commencing twely (12) months after the Effective Date. The
City shall begin the review process by g' ing notice to the Developer, a minimum of
thirty (30).days prior to the anniversa y date of the Agreement, of its intention to
undertake th annual.rcview of this A eement.
(b) Any information -required of the De eloper during an annual review shall be limited
to that necessary to determine the Pxtent to which the Developer is proceeding in
good faith to comply with the term of this Agreement.
(c) If the City finds on the basis of iompetent substantial evidence that the Developer
has not proceeded in good faith to comply with the terms of the Agreement, the City
may terminate or amend this 4greernent after providing thirty (30) days written
notice to the Developer and after/a public hearing.
H550255.doc SECOND READING
Development Agreement
Draft 10/8/15
Section 29, Notice. All notices, demands and requests which may or are required to
be given hereunder shall, except as otherwise expressly provided, be in writing and deli ered by
personal service or sent by United States Registered or Certified Mail, return receipt°equested,
postage prepaid, or by overnight express delivery, such as Federal Express, to the rties at the
addresses listed below. Any notice given pursuant to this Agreement shall be/ieemed given
when received. Any actions required to be taken hereunder which fall on Satur,Qlay, Sunday, or
United States legal holidays shall be deemed to be performed timely wih n taken on the
succeeding day thereafter which shall not be a Saturday, Sunday or legal holiylay.
To the City:
With a copy to:
To the Develo
With a coriv to:
City Manager, City of Miami
3500 Pan American Drive
Miami, FL 33133
City Attorney, City of Mian
Miami Riverside_, Center
444 S.W. 2nd -,A e ., 9t" Floor
Miami, FL 33130,
,LL
Kill
Bercow Radell & Fer andez, PLLC
Attn: Melissa Tapa 's Llahues, Esq.
200 S. Biscayne B ulevard, Ste 850
Miami, FL 3313
Any Party to this Agreement may change its notification address(es) by providing written
notification to the remaining partie pursuant to the terms and conditions of this section.
Section 30. Multiple O*nershi . In the event of multiple ownership subsequent to
the approval of the Application, e ch of the subsequent owners, mortgagees and other successors
in interest in and to the Propert, (or any portion thereof, including condominium unit owners)
shall be bound by the terms a d provisions of this Agreement as covenants that run with the
Property.
Section 31. Common Area Maintenance. The Developer will create prior to the
#550255.doe SECOND READING
Development Agreement
Draft 10/8/15
conveyance of any portion of the Property (less than the entire Property), an association, other
entity 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 prZ-f
ude the
owner(s) of the Property from maintaining their own buildings or common areas not mon to
the Property outside the control of the association. The instrument creating the a ociation or
other entity shall be subject to the reasonable approval of the City Attorney.
Section 32. Modification. In accordance with the Project plans, th Project will be
developed in five (5) Phases. This Agreement may be modified, amended or released as to
Phase 1, or any portion thereof, by a written instrument executed by the, thei , owner(s) of Phase
1 including joinders of all mortgagees, if any, provided that the'same is , so approved by the
City, after public hearing. Any public hearing application related to P ase 1, or any portion
thereof, shall only require the consent, acknowledgmer andlor joinder f the then owner(s) of
Phase 1, This Agreement may be modified, amended 'or released as t Phase 2, or any portion
thereof, by a written instrument executed by the, then,`owner(s) of Phe 2, including joinders of
all mortgagees, if any, provided that the same is also approved by th City, after public hearing.
Any public hearing application related to Phase"2; or any portion t ereof, shall only require the
consent, acknowledgment and/or joinder of the then owner(s) of P ase 2. This Agreement may
be modified, amended or released as to Phase 3, or any, portion ereof, by a`written instrument
executed by the, then, owner(s) of Phase 3, including, join ers of all mortgagees, if any,
provided that the same is also approved by- Ahe City, after pu lic hearing. Any public hearing
application related to Phase 3, or any portion thereof, shall only require the consent,
acknowledgment and/or joinder of the then owner(s) of ase" 3. This Agreement may be
modified, amended or released as to Phase 4, or any"po on thereof, by a written instrument
executed by the, then; .owner(s) of Phase 4; includin joinders of all mortgagees, if any,
provided that the sarne is also approved by the City, of r public hearing. Any public hearing
application related to 1?hasc 4, ',or. any portion th eof, shall only require the consent,
acknowledgment and/or joinder of the then owners of Phase 4. This Agreement may be
modified, amended o=r released as to Phase "5; or an portion thereof b a written instr
executed by the, then, owns
provided that the same is also
application related to Phas(
acknowledgment and/or joint
recorded homeowners or con(
or any portion thereof, said as
members or owners), on b,
y ument
).":of Phase "59lnel ding joinders of all mortgagees, if any,
Apr ed by the Ci , after public hearing. Any public hearing
or any, portio thereof, shall only require the consent,
of the then ow -r(s) of Phase 5. In the event that there is a
Minium associat'on covering any portion of Phases 1, 2, 3, 4, 5,
iationmay (i lieu of the signature or consent of the individual
If of its m tubers and in accordance with its rt' 1 f
incorporation and bylaws; consent to an
written instrument execute&by the hon
made pursuant to a vote of the homeown(
written resolution of the homeowners or
by the secretary of the homeowners or c
that the vote complied with the articles oaf
a is es o
p posed modification, amendment, or release by a
eo ners or condominium association. Any consent
r or condominium association shall be evidenced by a
ondominium association and a certification executed
,ndominium association's board of directors affirming
incorporation and the bylaws of the association.
Section 33. Enforcement. he City, its successors or assigns, and the Developer
shall have the right to enforce the pro isions of this Agreement. Enforcement shall be by action
at law or in equity against any p , rties or persons violating or attempting to violate any
4SS0255,doc SECOND REDAING
Development Agreement
Draft 1018A-5
covenants, either to restrain violation or to recover damages or both.
Section 34. Authorization to Withhold Permits and Inspections In the4ement
ent the
Developer is obligated to make payments or improvements under the terms of this Ag/ or
to take or refrain from taking any other action under this Agreement, and such obl'/gations are
not performed as required, in addition to any other remedies available, the Ci y is hereby
authorized to withhold any further permits, and refuse any inspections or granty approvals,
for the specific Phase of development the outstanding obligations relate to until such time as
this Agreement is complied with. /
a Certificate of Occupancy, Temporary Certificate of Occupancy ("TCO'
the first new single -use building in the SAP Application Area; Ithe Deveh
City's Comprehensive Plan (Policy CM4.3.4.) shall enter into a binding
regarding an Emergency Management and Mitigation Plan (" Emcrge
the safety of people and property shall be accauntcd for and maintains ; i;
disaster, fire, act of God, or other similar event.-. The Emergency P n
pedestrian circulation, security systems, and other �prel
mitigation readily available in the SAP Application 'Al
heirs, or permitted assigns, shall ptovidb,:an updated co
issuance of a TCO or equivalent for each.nevv buildin4 in
i 'rto the issuance of
or the equivalent for
er, as required by the
reement with the City
Plan") detailing how
the event of a natural
411 detail vehicle and
.ective measures and
me eveloper, ar its successors,
f the Emergency Plan prior to the
ovut.ux► Ju. z,xciuslve venue Unoice of Law, ecKic Performance. It is mutually
understood and agreed by the parties hereto, that this Agreem nl shall be governed by the laws
of the State of Florid; ah -d any applicable federal°law, both a to .interpretation and performance,
and that any action at. law, suit ,i equity or ;judicial proce dings for the enforcement of this
Agreement or any provision hereof hall be instituted only i the courts of the State of Florida or
federal courts and venue for any- such .actions;, shall e elusively in a court of competent
jurisdiction- intheCounty. 'addition to any other legal rights, the City and the Developer shall
each have. the right to specific performance of this,Agree ent in court. Each party shall bear its
own attorney's fees. Each party waives any defense, hether asserted by motion or pleading,
that the aforementioned counts are an" improper or me nvenient venue. Moreover, the parties
consent to the: personal jurisdiction of the aforemen oned courts and irrevocably waive any
objections to said jurisdiction. The.,Parties irrevocably aive any rights to a jury trial.
Section 37. Voluntary Compliance. Th Parties agree that in the event all or any
part of this Agreement is struck down by judici I proceedings or preempted by legislative
action, the Parties shall continue to honor the terl s and conditions of this Agreement to the
extent allow by law.
Section 38. Severability. Invalidatio of any of the sections, terms, conditions,
provisions, or covenants, of this Agreement by judgment of court in any action initiated by a
third party, in no way shall affect any of the ther provisions of this Agreement, which shall
remain in full force and effect.
Section 39. Events of Default.
44550255.doc SECOND READING
Development Agreement
Draft 10/8/15
(a) The Developer shall be in default under this Agreement if any of the follow
events occur and continue beyond the applicable grace period: the Dcvelo er
fails to perform or breaches any term, covenant, or condition of this Agree ent
which is not cured within thirty (30) days after receipt of written notice Er the
City specifying the nature of such breach; provided, however, that if suel breach
cannot reasonably be cured within thirty (30) days, then the Developer hall not
be in default if it commences to cure such breach within said thirt (30) day
period and diligently prosecutes such cure to completion.
(b) The City shall be in default under this
breaches any term, covenant, or condi
not cured within thirty (30) days e
Developer specifying the nature of suc
breach cannot reasonably be cured witl
default if it commences to cure.such br
diligently prosecutes such cureli;o comr
(c) It shall not be a defau
by a court of compete
shall survive such ban
to terminate this Aare
(a) Ne:
but
the E
seek
under this Agr
jurisdiction. I
untcv of either
Agreementif the City fail to perform or
;ion of this Agreement an such failure is
fterz receipt of written otice from the
11 breach provided, ho ever, that if such
.in thirty (30) days, th City shall not be in
,ach within said;thir (30) day period and
letion.
ent Yon the default of the other party,
ty to this Agreement not cured within
nd the City agree that any party may
,cement, and that seeking specific
,f such party to also seek monetary
relief other than termination of this
;es that any claim for damages under
gn immunity or similar limitation of
Section 41. Obli .tons Surviving T mination Hereof. Notwithstanding and
prevailing over any contrary term or provision ontained herein, in the event of any lawful
termination of this Agreement, the following ligations shall survive such termination and
continue in full force and effect until the expir ion 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 her in; (ii) rights of any party arising during or
attributable to the period prior to expiration r earlier termination of this Agreement, and (iii)
any other term or provision herein whic expressly indicates either that it survives the
termination or expiration here of or is or ma be applicable or effective beyond the expiration or
permitted early termination hereof.
k550255.doc SECOND READING
Development Agreement
Draft 10/8/15
Section 42. No Oral Chante or Termination. This Agreement and the exhibi and
appendices appended hereto and incorporated herein by reference, if any, constitute th entire
Agreement between the Parties with respect to the subject matter hereof. This A reement
supersedes any prior agreements or understandings between the Parties with resp ct to the
subject matter hereof, and no change, modification, or discharge hereof in whole or}�i part shall
be effective unless such change, modification or discharge is in writing and signe /by the party
against whom enforcement of the change, modification or discharge is sought. T, is Agreement
cannot be changed or terminated orally.
Section 43. Lack of Agency Relationship. Notliirig containe herein shall be
construed as establishing an agency relationship between the, City and the D eloper and neither
Developer nor its employees, agents, contractors, subsidiaries, divisions, affiliates or guests
shall be deemed agents, instrumentalities, employees, or contractors, of th City for any purpose
hereunder, and the City, its officials, contractors, agents, and em/es�I'Isions
shall not be deemed
contractors, agents, or employees of the Developer or its subsidiarior affiliates.
Section 44. SuccessorW Assigns, andDesignees. Thents and obligations set
forth in this Agreement shall extend to the Developer, its successd/on assigns. Nothing
contained herein shall be deemed to<bea dedication, conveyance oo the public in general
nor to any persons or entities except as expressly set forth herein.
Section 46. No Third -Party Beneficiary. No persons or entities other than the
Developer and the City, permitted successors and ssigns, shall have any rights whatsoever
under this Aareement'.
Section 47. Recording. This Agreeme shall be recorded in the Public Records of
Miami -Dade County, Florida at the Developer's expense and shall inure to the benefit of the
City. A copy of the recorded Development Agr ement shall be provided to the City Clerk and
City Attorney within two (2) weeks of recordin
that this Agreement has been duly aut
constitutes the legal, valid, and binding o
its terns.
#550255.doc SECOND READING
entatives. Each party represents to the others
, delivered, and executed by such party and
n of such party, enforceable in accordance with
Development Agreement
Draft 10/8/15
Section 49. No Exclusive Remedies, No remedy or election given by any provision
in the 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 i�/
addition to all other remedies of law or equity arising from such event of default, except where
otherwise expressly provided.
Section 50. No Conflict of Interest, The Developer agrees to comply with Sec ion 2-
612 of the City Code as of the Effective Date, with respect to conflicts of interest.
Section 51. Counterparts, This Agreement may be,,executed in two or more
counterparts, each of which shall constitute an original but all' of which, when to en together,
shall constitute one and the same agreement.
NOW, WHEREOF, the City and the Developer have caused thisAgreement t/be duly
executed,
[Execution Pages for,the City and the Developer Foow]
11550255.doc SECOND READING
Development Ag
Draft
IN WITNESS WHEREOF, these presents have been executed this day of
, 2015.
CG Miami River, a Delaware/mited
Witnesses liability corporation
Print Name
Print Name
STATE OF
COUNTY OF
The foregoing instrument was actin
day of , 2015 by
Personally known to me or ( ) pio
My
#550255.doc SECOND READING
)SS
of
duced a valid
Notary Pub]
Sign Name:'
Print Name:
By:_
Name:
Title:
me
C who is
lentitication.
[NOTARIAL SEAL]
a
ATTEST:
Toydd Ilannon, City Clerk-
Approved
er c
Approved as to Form and Correctness:
Victoria Wridez, CityAttorney_
STATE OF
COUNTY OF
The foregoing
day of _
personally known to
as id
[NOT.
Development Ag
Draft
City of Miami, a Florida municipal corp
IC
Daniel J. Alfonso, City Manager
Approved as to .Insurance Require
Anne- arse SBarse: Risk- Mqna 61
4550255.doc SECOND READING
My Commjssion Expires:
ts:
da, who is the if
nt
15
Exhibit A
Developer's Property
S"rREFT'
9M,
41
Gj
41
2
Exhibit A
Legal Description of Properties
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pivel It
Lou; R,9, 10 and 11, Its
OV Llwc� Pubtir, RccurdV Cctl,�,
Exhibit A
Legal Description of Properties
PARWIL 111tt
RMCO V
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Exhibit A
Legal Description of Properties
.PA.RCEL V-,
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Exhibit C
Miami 21 Excerpt
Exhibit D
Exhibit E
Miami River
Exhibit G
Miami River Public Benefits
Phased Project Schedule and Estimated Costs
$3,167,370
• Developer will construct a connected. Riverwalk
Developer will C/eate public plaza and access
beginning at SW 3 Avenue and continuing
through Jose Marti Park in compliance with
areas along the iami River and SW 3 Avenue.
Miami River Greenway Action Plan, Miami
River Corridor Urban Infill Plan and Miami 21.
Developer wi create a unified streetscape
• Existing cracks in the concrete cap will be seal
consisting f cohesive and attractive
with a marine grade epoxy to prevent further alt
water intrusion into the seawall cap aloe the
landscaping hardscaping, street furniture, and
entire 700 linear feet of bulkhead.
• The gaps around the three 30"-42" outfalls
Public
protruding through the caps will be aled with
Riverwalk and
marine grade grout to prevXntn upland soil
Bulkhead
erosion.
Improvements
. Areas of soft or chipped the panels
Avenue ithin the roximit of the project area.
and caps will be patchedarine grade
grout,
Develo er will incorporate bicycle routes within
• To prevent further erosioermining of
the armor mat, a toe wall al armoring
streets apes along SW 2 Avenue, along the
may need to be installed foot length
of the shoreline.
River SW 7 Street, and along SW 3 Avenue
• The area of damaged mor mat will need to be
repaired with replae nent armoring similar to
betw en SW 6 Street and the River.
the installed mats
$3,167,370
Public Plazas
Developer will C/eate public plaza and access
$841,615
areas along the iami River and SW 3 Avenue.
Developer wi create a unified streetscape
consisting f cohesive and attractive
Public
landscaping hardscaping, street furniture, and
Streetscapes
signage al ng SW 3 Avenue, SW 5 Street, and
$1,085,955
SW 6 Str et between SW 3 Avenue and SW 2.5
Avenue ithin the roximit of the project area.
Develo er will incorporate bicycle routes within
Bicycle Routes
streets apes along SW 2 Avenue, along the
$c�0 496
River SW 7 Street, and along SW 3 Avenue
betw en SW 6 Street and the River.
Park and Public
Developer will hire consultants to analyze and
Spaces Design
de gn Park and Public Streetscapes
$250,000
Developer will improve connection between park
Jose Marti Park
area and riverwalk during connection with
$279,929
landsca ing, hardscaping and street furniture.
Miami River Public Benefits
Phased Project Schedule and Estimated Costs
Developer will renov to existing pool and
restroom, demolish e istmg gates, plazas and
structures, and const uct a children's interactive
Jose Marti Park fountain and pla round, adult game area, $6,294,023
outdoor built-in m equipment, canoe launch,
concession area and improve the park with
landsca in , ha dscaping, and signage.
Developer w' I create a unified streetscape
Public consisting of cohesive and attractive
Streetscapes landscapin hardscaping, street furniture, and $545,946
signage al ng SW 6 Street within the proximity
of the pros ect area.
Public Plazas Develo er will create public plaza and access
areas long the Miami River and SW 2 Avenue. $402,500
Construction Tveloper
on contingencies associated with the
Contingencies n and design of the Park and Public $250,000
Park Land will contribute funds towards parkAcquisition sition within the East Little Havana $250,000
area
• Developer will improve SW 4th Avenue/T-95
Southbound off -ramp at the intersection with SW
7th Avenue in coordination with FDOT.
Traffic and I-95
• Developer will implement measures for the two -
Overpass and
way traffic conversion of SW 3 Avenue between
SW 2 Avenue
SW 6 Street and SW 7 Street, including the /$5,434,655
Bridge
modification of the signal of the intersection 01"
SW 7 Street and SW 3 Avenue to accommodate
Southbound approach.
• Developer will introduce up -lighting to in,/rave
safety and encourage public access
Developer will create a unified s eetscape
Public
consisting of cohesive and attractive
Streetscapes
landscaping, hardscaping, street f niture, and
$570,942
signage along SW 7 Street and
; and vehicular
Developer will create a p/gra
crossblock passage whicspublic access
2.5 Avenue
through the center of the p, directly to the
$505,004
Miami River, SW 2.5ue within the
proximity of the oroiect ar
Developer will renov to existing pool and
restroom, demolish e istmg gates, plazas and
structures, and const uct a children's interactive
Jose Marti Park fountain and pla round, adult game area, $6,294,023
outdoor built-in m equipment, canoe launch,
concession area and improve the park with
landsca in , ha dscaping, and signage.
Developer w' I create a unified streetscape
Public consisting of cohesive and attractive
Streetscapes landscapin hardscaping, street furniture, and $545,946
signage al ng SW 6 Street within the proximity
of the pros ect area.
Public Plazas Develo er will create public plaza and access
areas long the Miami River and SW 2 Avenue. $402,500
Construction Tveloper
on contingencies associated with the
Contingencies n and design of the Park and Public $250,000
Park Land will contribute funds towards parkAcquisition sition within the East Little Havana $250,000
area
miami Rion■+
This instrument was prepared by:
Name: Melissa Tapanes Llahues, Esq.
Address: Bereow Radell, & Fernandez, P.A.
200 S. Biscayne Boulevard, Suite 850
Miami, FL 33131
by the Port of Miami River Sub-
WHEREAS, Owner will d
the Property, to be developed in
vvnr,nrt10, gine Yroperty As a
Exhibit "E;"
WHEREAS, Owner'" will be
abovementioned Special Area Plan;
WHEREAS, thep ortion of the
Marine Industrial;
Exhibit )-I
reserved for Clerk)
Oe to approximately 6.3 acres
Exhibit "A,".,, attached to this
:ed by the attorney's opinions
I In � ustdal and Restricted Commercial
attached Ao this Declaration;
3 Waterfront Industrial and T6-3613-0
eclaration;
)perty zongd D3 Waterfront Industrial is also governed
and idea ffied as Category B therein;
.g, app val of a Special Area Plan ("SAP") created for
tion ith the City;
ib et of the SAP Application Area, as described in
lying to rezone the Property pursuant to the
Property zoned D3 Marine Industrial will remain D3
WHEREAS, Policy PA -3 1.9 of the Miami Neighborhood Comprehensive Plan requires
that all new residential develop ent located along the Miami River be the subject of a recorded
(Public Hearing)
Declaration of Restrictions
Page 2
(Space reserveq/tor Cleric)
covenant acknowledging and accepting the presence of the existing Work in Waterfront 24-
hour operations, as permitted; /
WHEREAS, the Port of Miami River has a designated Feder�{l Navigable Channel
featuring numerous job generating businesses, including Internationl Shipping Terminals,
Boatyards, Marinas, Tug Boat Basins, Commercial Fishing, etc. %
NOW THEREFORE, in order to assure the City, and ether stakeholders, that the
representations made by the Owner during the City's considerate, n of the concurrent Land Use
and Special Area Plan Applications will be abided by the Oer, its successors and assigns,
freely, voluntarily, and without duress, makes the follo ing Declaration of Restrictions
covering and running with the Property:
1) This Declaration of Restrictions satisfies the requement set forth in Policy PA -3.1.9 of
'
the Miami Neighborhood Comprehensive Plan.
2) The Property will be redeveloped in accordagle with the Miami River Greenway Action
Plan and the Miami River Corridor Urban Infill Plan,
3) The portion of the Property currently wined D3, and designated as Industrial on the
City's Future Land Use Atlas, shall mai tain a working waterfront use.
4) Owner recognizes that legally p rmitted existing Working Waterfront 24-hour
operations currently exist proximat to the Property. Therefore, Owner agrees;
(a) not to object or other se attempt to impede any legally permitted Working
Waterfront 24-hour o erations;
(b) to provide all future enants and prospective owners of the Property notice of
the existing Worl ng Waterfront 24-hour operations and will include a
provision to agre not to object to legally permitted Working Waterfront 24-
hour operations ' each lease and or Condominium Sale Documents;
(c) that it is solei y the Owner's responsibility to design its structures to
accommodate egally permitted Working Waterfront 24-hour operations; and
(d) that it will of pursue any claims for liability, loss or damage, whether
through liti ation or otherwise, against permittees engaging in Working
Waterfron 24-hour operations, related to, noise, smoke, fumes, federally
regulated ridge openings, and/or other quality of life issues that might result
from leg 11y permitted Working Waterfront 24-hour operations.
5) There shall be no pet loss of the number of recreational wet -slips along the Miami River,
except as requi#d by the United States Coast Guard, the Miami -Dade County
Department of Regulatory and Economic Resources, or as required by other regulating
agencies with appropriate jurisdiction.
(Public Hearing)
Declaration of Restrictions
Page 3
(Space reserved f)dr Cleric)
Covenant Rmmint4 with the Land. This Declaration on the part ofhlie Owner shall
constitute a covenant running with the land and may be recorded, at Owne/r s expense, in the
public records of Miami -Dade County, Florida and shall remain in full fore and effect and be
binding upon the undersigned Owner, and their heirs, successors and ass gins until such time as
the same is modified or released. These restrictions during their lifetishall be for the benefit
of, and limitation upon, all present and future owners of the real proprty and for the benefit of
the City of Miami and the public welfare. The Owner, and their h irs, successors and assigns,
acknowledge that acceptance of this Declaration does not in a y way obligate or provide a
limitation on the City.
Term. This Declaration is to run with the land and all be binding on all parties and
all persons claiming under it for a period of thirty (30) ye s from the date this Declaration is
recorded after which time it shall be extended automatica ' y for successive periods of ten (10)
years each, unless an instrument signed by the, then, own r(s) of the Property has been recorded
agreeing to change the covenant in whole, or in part, pr ided that the Declaration has first been
modified or released by the City of Miami.
Modification, Amendment Release his Declaration of Restrictions may be
modified, amended or released as to the land Nein described, or any portion thereof, by a
written instrument executed by the then ownerO of the fee simple title to the Property, or any
portion thereof, provided that the same is rev ewed by the Miami River Commission for an
advisory recommendation and approved by thiCity Commission of the City of Miami, Florida.
Should this Declaration be so modified, ame ded, or released, the Director of the Department of
Planning and Zoning or the executive offi er of a successor department, or, in the absence of
such Director or executive officer, by his r her assistant in charge of the office in his/her office,
shall execute a written instrument c fectuating and acknowledging such modifi t'
amendment, or release.
ca ion,
Enforcement. Enforcement /hall be by action against any parties or person violating, or
attempting to violate, any covenants/. The prevailing party in any action or suit pertaining to or
arising out of this declaration shal be entitled to recover, in addition to costs and disbursements
allowed by law, such sum as th Court may adjudge to be reasonable for the services of his
attorney. This enforcement pro ision shall be in addition to any other remedies available at law,
in equity or both.
Election of Remedi s. All rights, remedies and privileges granted herein shall be
deemed to be cumulative nd the exercise of any one or more shall neither be deemed to
constitute an election of emedies, nor shall it preclude the party exercising the same from
exercising such other add;ional rights, remedies or privileges.
(Public Hearing)
Declaration of Restrictions
Page 4
(Space reserved for Clerk)
Presumption of Compliance. Where construction has occurred on the Property or any
portion thereof, pursuant to a lawful permit issued by the City, and i spections made and
approval of occupancy given by the City, then such construction, inspec` ion and approval shall
create a rebuttable presumption that the buildings or structures thus corlfitructed comply with the
intent and spirit of this Declaration. `
Severability. Invalidation of any one of these covenants /by judgment of Court, shall
not affect any of the other provisions which shall remain in fill force and effect. However, if
any material portion is invalidated, the City shall be entitled to revoke any approval predicated
upon the invalidated portion
Recordation and Effective Date. This Declaration shall be filed of record in the
public records of Miami -Dade County, Florida at the cost of the Owner following the approval
of the Application. This Declaration shall become effective immediately upon recordation.
Notwithstanding the previous sentence, if any appeal ii filed, and the disposition of such appeal
results in the denial of the Application, in its entiry(y, then this Declaration shall be null and
void and of no further effect. Upon the dispositi0 , of an appeal that results in the denial of the
Application, in its entirety, and upon written re , est, the Director of the Planning and Zoning
Department or the executive officer of the su 6ssor of said department, or in the absence of
such director or executive officer by his/her a4sistant in charge of the office in his/her absence,
shall forthwith execute a written instrumdnt, in recordable form, acknowledging that this
Declaration is null and void and of no furthk effect.
Acceptance of Declaration. The Owner acknowledges that acceptance of this
Declaration does not obligate the Ci y in any manner, nor does it entitle the Owner to a
favorable recommendation or approv I of any application, zoning or otherwise, and the City
Commission retains its full power d The
to deny each such application in whole or in
part and decline to accept any conveyance.
Owner. The term Owner/shall include all heirs, assigns, and successors in interest.
[Execution Pages Follow]
(Public Hearing)