HomeMy WebLinkAboutExhibit C Development AgreementThis is a Development Agreement ("Agreement") made this day of
, 2019, between Miami Produce Center, LLC, a Delaware limited liability
company ("Owner"), and the City of Miami, Florida, a municipal corporation and a political
subdivision of the State of Florida ("City"), collectively referred to as the "Parties" to this
Agreement.
RECITALS '
WHEREAS, the Owner is the fee simple owner of approximately 8.25 acres of property
in Miami -Dade County, Florida, legally described on E)s:hibit "A", having a street address of
2140 NW 12th Avenue, Miami, Florida ("Property"); and
WHEREAS, on June 1_9, 2018, the Owner filed an application with the City for approval
of a Special Area Plan ("Miami Produce SAP") in order to develop the Property as a mixed use
development with residential units, retail, restaurants, educational uses, light manufacturing, and
other amenities ("Project"); and
WHEREAS, the Owner received Waiver No. 2.018-0163 pursuant to Article 3, Section
3.9 of Ordinance No. 13114, as amended, the Zoning Ordinance of the City of Miami, Florida
("Zoning Ordinance") from the City to allow a ten percent (10%) reduction in the required
minimum acreage of nine (9) acres where fie Miami Produce SAP is for approximately 8.25
acres; and .
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WHEREAS, the Property," pursuant to the Zoning Ordinance is presently zoned D2,
"District Zone," and the Owner proposes to rezone the Property to T6-12-0, "Urban Core Zone";
and
WHEREAS, the Property, pursuant to the Miami Neighborhood Comprehensive Plan, is
designated Industrial and the Owner proposes to change the designation to General Commercial;
and
WHEREAS, the proposed Project is located in the industrial area of the Allapattah
neighborhood and will provide a mix of amenities and resources not previously available in the
neighborhood for the use and enjoyment by not only the residents and patrons of the Property,
but also the general public; and
WHEREAS, the proposed Project will create certain recurring fiscal benefits for the
City's tax base as well as much needed temporary and permanent jobs for the City's residents;
and
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THE CITY OF MIAMI, FLORIDA
PZ -18-126
03/14/19
AND MIAMI PRODUCE CENTER, LLC,
REGARDING DEVELOPMENT OF
THE MIAMI PRODUCE PROJECT
This is a Development Agreement ("Agreement") made this day of
, 2019, between Miami Produce Center, LLC, a Delaware limited liability
company ("Owner"), and the City of Miami, Florida, a municipal corporation and a political
subdivision of the State of Florida ("City"), collectively referred to as the "Parties" to this
Agreement.
RECITALS '
WHEREAS, the Owner is the fee simple owner of approximately 8.25 acres of property
in Miami -Dade County, Florida, legally described on E)s:hibit "A", having a street address of
2140 NW 12th Avenue, Miami, Florida ("Property"); and
WHEREAS, on June 1_9, 2018, the Owner filed an application with the City for approval
of a Special Area Plan ("Miami Produce SAP") in order to develop the Property as a mixed use
development with residential units, retail, restaurants, educational uses, light manufacturing, and
other amenities ("Project"); and
WHEREAS, the Owner received Waiver No. 2.018-0163 pursuant to Article 3, Section
3.9 of Ordinance No. 13114, as amended, the Zoning Ordinance of the City of Miami, Florida
("Zoning Ordinance") from the City to allow a ten percent (10%) reduction in the required
minimum acreage of nine (9) acres where fie Miami Produce SAP is for approximately 8.25
acres; and .
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WHEREAS, the Property," pursuant to the Zoning Ordinance is presently zoned D2,
"District Zone," and the Owner proposes to rezone the Property to T6-12-0, "Urban Core Zone";
and
WHEREAS, the Property, pursuant to the Miami Neighborhood Comprehensive Plan, is
designated Industrial and the Owner proposes to change the designation to General Commercial;
and
WHEREAS, the proposed Project is located in the industrial area of the Allapattah
neighborhood and will provide a mix of amenities and resources not previously available in the
neighborhood for the use and enjoyment by not only the residents and patrons of the Property,
but also the general public; and
WHEREAS, the proposed Project will create certain recurring fiscal benefits for the
City's tax base as well as much needed temporary and permanent jobs for the City's residents;
and
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WHEREAS, the Parties wish for the development to proceed substantially i
with the "Miami Produce SAP Regulating Plan and Design Concept Book" at dPZnV-126
incorporated as Composite Exhibit "B" ("Regulating Plan and Design Concept Book"); 03114119 -
WHEREAS, as a condition to the approval of the Miami Produce SAP, the Owner and
the City must enter into a development agreement pursuant to Article 3, Section 3.9.1.(f) of the
Zoning Ordinance and the Florida Local Government Development Agreement Act, Sections
163.3220 through 163.3243, Florida Statutes; and
WHEREAS, assurances to the Owner that they may proceed in accordance with existing
laws and policies subject to the conditions of a development agreement, strengthens the public
planning process, encourages sound capital improvement planning and -financing, assists in
assuring there are adequate capital facilities for the development, encourages private
participation in comprehensive planning, and reduces the economic costs of development; and
WHEREAS, the City Commission, pursuant to Ordinance No. [ ], adopted on [ ],
2019, has authorized the City Manager to execute this Agreement upon the terms and conditions
as set forth below; and
WHEREAS, the Owner has been duly authorized to execute this Agreement upon the
terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is
hereby understood and agreed:
Section 1. Recitals. The above recitals are true and correct and are incorporated into and
made a part of this Agreement.
11 Section 2. Consideration. The PaNi agree that the consideration and obligations
recited and provided for under this Agreement constitute substantial benefits to all Parties and
thus adequate consideration for this Agreement.
Section 3. Rales 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;
MIAMI 5862989.11 83329/85503
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e The Parties agree that this Agreement shall not be more strictly cons
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any individual party as all Parties are drafters of this Agreement; and °e ""�^ m^A tep°°k era
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(f) The attached exhibits shall be deemed adopted and incorporated e14119
Agreement. In the event of a conflict between the attachments an '
Agreement, this Agreement shall control.
Section 4. Definitions. Capitalized terms that are not specifically defined herein shall have
the meaning given in the Zoning Ordinance.
"Agreement" means this Development Agreement between the City and the
Owner.
"City" means the City of Miami, a municipal corporation of the Shite of Florida,
and all departments, agencies, and instrumentalit:ies subject to the jurisdiction
thereof.
"Co -Living Residence" shall have the same meaning assigned to the term in the
Regulating Plan and is defined as: Living quarters consisting of four (4) or more
Co -Living Rooms that may or may not have direct access to the outside or a
common hall. These groups of rooms shall share kitchen facilities that are either
directly connected to the rooms or are located down a common hallway.
"Co -Living Room" shah have the same meaning assigned to the terra in the
Regulating Plan and is defined as: A single room within a Co -Living Residence.
For the purpose of density calculations, each room shall count as 0.25 of a
Dwelling Unit. The total number of Co -Living Rooms shall not exceed a total
Density of 600 Dwelling Units, or 2,400 Co -Living Rooms. Each room shall have
a private bathroom and shall comply with the Florida Building Code occupancy
requirements.
"Comprehensive Plan" means the comprehensive plan known as the Miami
Comprehensive Neighborhood Plan ("MCNP") adopted by the City pursuant to
Chapter 163, Florida Statutes, meeting the requirements of Sections 163.3177,
163.3178, and 163.3221(2), Florida Statutes, -vohicsh is in effect as of the Effective
Date of the Agreement.
"County" means Miami -Dade County, a political subdivision of the State of
Florida.
"Design Concept Book" means the Design Concept Book as described in
Composite Exhibit "B," attached to and incorporated into this Agreement.
"Development" means the carrying out of any building activity, the making of
any material change in the use or appearance of any structure or land, the dividing
of land into three (3) or more parcels, and such other activities described in
Section 163.3221(4), Florida Statutes.
MIAMI 5862989.11 83329/85503
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"Effective Date" means the date of recordation of the fully -executed,
version of this Agreement.
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"Existing Zoning" means the applicable zoning designation and la oai-14i-Is
development regulations of the Zoning Ordinance; the Charter of the City
of Miami, Florida, as amended; and the Code of the City of Miami,
Florida, as amended in effect as of the time of the Effective Date.
"Land" means the earth, water, and air above, below, or on the surface, and
includes any improvements or structures customarily regarded as land.
"Laws" mean all ordinances, resolutions, regulations, comprehensive plans, land
development regulations, and rules adopted by a federal, local or State
government affecting the Development of Land.
"Owner" means Miami Produce Center, LLC, a Delaware united liability
company, and includes any successor in interest and assigns.
"Parties" means the Owner and the City. 3
Public Facilities" mean mayor capital improvements, ments, including, but not limited
to, transportation, sanitary sewer, solid waste, drainage, potable water,
educational facilities, parks and recreational facilities, streets, parking, and health
systems and facilities. Vk
"Regulating Plan" means the Regulating Plan_ for the Miami Produce SAP, as
attached to and incorporated into this Agreement as Composite Exhibit "B."
Section 5. Purpose. The purpose of this Agreement is for the City to authorize the Owner to
redevelop the Properties pursuant to the Miami Produce SAP. This Agreement will establish, as
of the Effective Date, the land development regulations that will govern the Development of the
Property, thereby providing the Parties with additional certainty during the Development
process. This Agreement satisfies the requirements of Article 3, Section 3.9.1.(f) of the Zoning
Ordinance. Pursuant to Section 3.9.1.(8, of the Zoning Ordinance, Development within the
Miami Produce SAP shall be pursuant to a recorded. development agreement that will establish
the allocation_ of Thoroughfares and Civic Space Types and Building Area among the Building
sites and the creation and retention of the public benefits.
Section 6. Intent. The Owner and the City intend for this Agreement to be construed and
implemented so as to effectuate the purpose of the Miami Produce SAP, this Agreement, the
Comprehensive Plan, Existing Zoning, and the Florida Local Government Development
Agreement Act, Sections 163.3220 - 163.3243, Florida Statutes.
Section 7. Applicability. This Agreement only applies to the Property as identified and
legally described in Exhibit "A," attached and incorporated.
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Section 8. Term of A In
g reement Effective Date and Bindin Effect; Coven ""��°�""°"I
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with the Land. This Agreement shall have a term of thirty (30) years from the E =
and shall be recorded in the public records of Miami -Dade County and filed with the �8-126
/14/19
The term of this Agreement may be extended by mutual consent of the Parties subject t Ic_�
hearing, pursuant to s. 163.3225, Florida Statutes. This Agreement shall become effective o
Effective Date and shall constitute a covenant running with the land that shall be binding upon,
and inure to, the benefit of the Owner, its successors, assigns, heirs, grantees, legal
representatives, and personal representatives. If the Property is submitted to condominium
ownership, then the association or other entity designated to represent all of the condominium
ownership interests as to the Property, as may be applicable, shall be the proper entity or entities
to execute any such release for properties in a condominium form of ownership after City
approval as discussed herein. AWWA"*r_
Section 9. Regulating Plan knd Design Concept Boon. The Property is intended to be
developed and used substantially in accordance with the Regulating Plan and Design Concept
Book as described in Composite Exhibit "B" attached to and incorporated into this Agreement.
Section 10. Zoning, Permitted Development Uses, and Building Intensities. The City has
designated the Property as the "Miami Produce SAP" on the official Zoning Atlas of the City
pursuant to the; applicable procedures in the Zoning Ordinance. As part of the Miami Produce
SAP process, the Property is being rezoned to T6-12-0. The Regulating Plan and Design
Concept Book, attached and incorporated as Composite Exhibit "B", provide for deviations from
the underlying regulations of the Zoning Ordinance. In approving the Miami Produce SAP, the
City has determined that the uses, intensities, and densities of Development permitted thereunder
are consistent with the Comprehensive Plan and the Existing Zoning under the Zoning
Ordinance. Signage and deviations to the regulations in the Zoning Ordinance are articulated
further in the Regulating Plan and Design Concept Book, attached and incorporated as
Composite Exhibit `B", and will be approved administratively in accordance with these
regulations. ,
Section 11. Future Development. Development within the Miami Produce SAP is intended
to be developed substantially in accordance with the Regulating Plan and Design Concept Book,
attached and incorporated as Composite Exhibit "B". The criteria to be used. in determining
whether future Development shall be approved are the proposed Development's consistency with
the Comprehensive Plan, this Agreemment, and the Miami Produce >AP. The Comprehensive
Plan, thisAgreement, and the Miami Produce SAP shall govern Development of the Property for
the duration of this Agreement. The City's laws and policies adopted after the Effective Date
may be applied to the Property only if the determination(s) required by Section 163.3233(2),
Florida Statutes, have been made at a public hearing. Pursuant to Section 163.3233(3), Florida
Statutes, a prohibition on downzoning supplements, rather than supplants, any rights that may be
vested to the Owner under Florida or Federal law. As a result, the Owner may challenge any
subsequently adopted changes to land development regulations based on (a) common law
principles including, but not limited to, equitable estoppel and vested rights or (b) statutory rights
which may accrue by virtue of Chapter 70, Florida Statutes. The City reserves all of its defenses,
immunities, and any claims it may have in response to the right to challenge changes in the land
development regulations.
MIAMI 5862989.11 83329/85503
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Section 12. Local may re Development Permits. The Project addition
p j Y uire q �'��^°,n res�ecromi�in�me�eirya
approvals from the City, County, State, or Federal government and any division ther
to required legal processes and approvals, the City shall make a good faith effort
reasonable steps to cooperate with and aid in facilitating all such City approvals. Such
include, without limitation, the following approvals and permits and any successor or an
approvals and permits:
(a) Waiver(s), Warrant(s), Exception(s), Variances, and SAP Permits;
(b) Subdivision plat or waiver of plat approvals;
(c) Covenant in Lieu of Unity of TI --
existing unities or covenants;
(d) Building permits;
(e) Certificates of use or occupancy;
(f) Storm -water Permits; and
the release of
(g) Any other official action of the Federal, City, County, State or any other government
agency having the effect of permitting development of the Property.
In the event that the City substar_tiall_y modifies its land development regulations regarding site
plan approval procedures, authority to approve any site plan for the Project shall be vested solely
with the City Manager with the recommendation of the Planning Director and any other relevant
party. Any such site plan shall be approved if it meets the requirements and criteria of the
Existing Zoning, the Comprehensive Plan, and the terms of this Agreement.
Section 13. Utilities and Easements. The Owner understands and agrees that the utilities
presently serving the Property may be insufficient for the Development of the Project. The
Owner agrees that it will, at its sole cost and expense, make any and all changes, improvements,
alterations, or enhancements to these facilities as necessary or appropriate to provide the required
level of service to the Property in order to comply with applicable laws without materially
diminishing; the service to other properties within the City. The Owner also understands and
agrees that no Development will encroach upon any existing easements, including platted
easements, unless otherwise permitted by law.
Section 14. Compliance With Florida Building Code, Florida Fire Prevention Code, and
all Applicable Laws. The Owner shall at all times in the Development and operation of the
Project comply with all applicable laws, ordinances, and regulations including but not limited to
the Florida Building Code and Florida Fire Prevention Code to ensure the safety of the Project
and all City residents and guests. Specifically and without limitation, the Owner will install and
construct all fire safety equipment and water lines required pursuant to all applicable laws.
Section 15. Notice. All notices, demands, and requests which are required to be given
hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal
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prepaid, or by overnight express delivery such as Federal Express, to the Parties at t ei P rol—b
listed below. Any notice given pursuant to this Agreement shall be deemed given wh J?Z�d8-126
Any actions required to be taken hereunder which fall on a Saturday, Sunday, or Unit 03/14/19
legal holiday shall be deemed to be performed timely when taken on the succeeding
thereafter which shall not be a Saturday, Sunday, or legal holiday.
To the City:
City Manager
City of Miami
Miami Riverside Center
444 S.W. 2nd Ave., Wh Floor
Miami, FL 33130
With a copy to:
City Attorney
City of Miami
Miami Riverside Center
444 S.W. 2nd Ave., 9th
Miami, FL 33130
and
With a copy to:
Javier F. AviJ16, Esq.
Bilzin Sumberg Baena Price and Axelrod, LLP
1450 Brickell Avenue, 23rd Floor
Miami, FL 33131
Any party to this Agreement may change its notification address(es) by providing written
notification to the remaining Parties pursuant to the terms and conditions of this Section.
Section 16. Environmental. The City finds that the proposed Project will confer a significant
net improvement upon the publicly accessible tree canopy in the area. The Parties agree that the
MIAMI 5862989.11 83329/85503
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(a) For all trees placed within the Property and abutting rights-of-way, the O 0614
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install any needed irrigation and corresponding water meters to support the gr
and viability of the trees located within the right-of-way. The Owner shall agree to
water, trim, root, prune, brace, or undertake any other necessary maintenance as may
be required for trees located within the Property and abutting rights-of-way for the
term of this Agreement. The Owner further agrees to warrant each tree within the
Property and abutting right-of-way for the Term of this Agreement after planting. A
tree removal permit shall be required for all removal, relocation, and mitigation of
trees within the Property and abutting rights-of-way.
(b) Tree Installation. The Owner shall install trees opportunistica,Hy within the public
right-of-way, subject to approval by the appropriate City department.
(c) Staff Arborist Review. Tree installation and tree maintenance plans shall be
administratively reviewed and approved by a City staff arborist.
Section 17. Alcoholic Beverage Sales. Upon approval of this Agreement and pursuant to
Chapter 4 of the Code of the City of Miami, Florida, as amended ("City Code"), a Retail
Specialty Center is hereby designated for the Miami Produce SAP. Planning, Zoning and
Appeals Board and/or City Commission approval shall not be required for any Alcohol Service
Establishments as principal uses to be located within the Miami Produce SAP and a part of the
Retail Specialty Center. Such Alcohol Service Establishments may utilize a series 2 -COP, 3PS,
4COP quota, or another alcoholic beverage license notwithstanding any other requirements of
the City Code. The maximum number of Alcohol Service Establishments within the Retail
Specialty Center shall not exceed five (5) Alcohol Service Establishments, exclusive of any such
establishments in existence as of the date of this Agreci7nent. Bona fide licensed Restaurants
where the sale of alcoholic beverages is entirely incidental to, and in conjunction with, the
principal use of the sale of food (e.g. bona fide, food service establishments, regardless of type or
series of alcoholic beverage licensure utilized) shall not be considered Alcohol Service
Establishments. If the Miami Produce SAP Retail Specialty Center is located within a Specialty
District or Entertairimen_t District, the Alcohol Service Establishments within the Retail Specialty
Center shall not be counted against the total t amber of Alcohol Service Establishments allowed
within the Specialty District or Entertainment District. Any modification to the number of
Alcohol Service Establishments over the maximum of five (5) shall require an amendment to this
Agreement as required by Section 22 of this Agreement.
Section 18. Public Benefits Pursuant to this Agreement. The proposed Project will create a
public benefit by providing a mix of amenities and resources not previously available in the
industrial area of Allapattah, by creating certain recurring fiscal benefits for the City's tax base,
and by creating temporary and permanent jobs for the City's residents. The public benefits set
forth in this Section may be provided in phases as and when the various portions of the Project
are developed.
MIAMI 5862989.11 83329/85503
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a Civic Space. Pursuant to Section 3.9.1 e of the ZoningOrdinanc
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The Owner is currently proposing 15.8% as depicted in the Con ft"Z48-126
3114/19
attached and incorporated as Composite Exhibit `B". The Owner ,_-
responsible for constructing the public improvements within the Pro
including but not limited to the Civic Space Types and Thoroughfares.
(b) Workforce Housing. In recognition of the Citywide need for more housing that
is affordable, the Owner shall set aside Workforce Housing, as presently defined
in the Zoning Ordinance, pursuant to the below schedule and for the duration of
the Miami Produce SAP. Co -Living Rooms and Co -Living Residences shall not
count toward the Workforce Housing requirements.
i. For Dwelling Units 1_ through 600: a mini���um of twelve and a half percent
(12.5%) of these Dwelling Units shall be Workforce mousing.
ii. For Dwelling Units 601 through the maximum Development capacity: a
minimum of five percent (5%) of these the Dwelling Units shall be Workforce
Housing. , AGO
(c) Job Creation and Employment Opportunities.
1.
Priority Areas. The Owner shall offer employment opportunities to local
residents, prioritizing hiring efforts pursuant to the following geographic areas
("Priority Areas"):
1. Priority Area 1: Allapattah NET boundaries and the following zip
code areas: 33142, 33125, 33127, and 33136.
2. �,.._ Priority Area 2: Zip code areas 33147, 33150 and 33135 (Model
City, Little Haiti, and Little Havana neighborhoods).
Priority Area 3: All remaining areas within the City of Miami not
identified in the Priority Areas above.
Priority Area 4: All remaining areas within Miami -Dade County
not identified in the Priority Areas above.
ii. Laborer rarticipatron. t he U vvner sb_all require the general, contractor(s) and
subcontractor(s) to use; reasonable efforts to seek laborers residing in Priority
Area 1 before expanding the search to subsequent Priority Areas, with the
goal that City of Miami residents make up a minimum of ten percent (10%) of
the labor workforce. General contractor(s) and subcontractor(s) shall conduct
an employment search within Priority Area 1 before searching within the
subsequent Priority Areas.
ill. Permanent Jobs: Employment by Owner. For all employment opportunities
by Owner related to the operation of the Property, the Owner shall use
reasonable efforts to hire employees in accordance with the above Priority
Areas, with the goal that City of Miami residents make up a minimum of ten
percent (10%) of the workforce employed by the Owner. The Owner shall
MIAMI 5862989.11 83329/85503
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iv. Community Outreach and Employment. Owner shall use reasonab 03114119
to coordinate with organizations experienced in implementing local prefe
job opportunities and entities in its search for permanent employees where
such employment is within the control of the Owner.
V. Employment Policies. The Owner and the general contractor(s) shall use
reasonable efforts to incorporate the following employment policies:
1. Take action In sue effort to recruit, advertise, attract and retain
minority and female contractors and subcontractors.
2. Provide a _reasonable opportunity in the recruitment, advertising, and
hiring of professionals, contractors and subcontractors residing within
the above Priority Areas.
3. Take reasonable action in retaining employees regardless of race,
color, place of birth, religion, national origin, sex, age, sexual
orientation ender identity, marital status, veterans, and disability
status.
4. Maintain equitable principles in the recruitment, advertising, hiring,
upgrading, transfer, layoff, termination, compensation and all other
terms, conditions and privileges of employment.
Post in conspicuous places, availability to employees and applicants
,for employment, notices, setting forth the non-discrimination clauses
of this Section.
6. In all solicitations and advertisements for employment placed by or
on behalf of the Owner, state that all applicants will receive
consideration for employment without regard to race, creed, color or
national origin.
(d) Connectivity and Thoroughfares. The Miami Produce SAP shall provide a
;pedestrian and vehicle promenade to serve as a thoroughfare, providing thru-site
connectivity between NW 13th Avenue and NW 12th Avenue and connecting to
the Civic Spaces throughout the Property. This promenade shall align with NW
21st Terrace and create an enhanced pedestrian experience as well as aid traffic
circulation around and through the Project. This promenade will be privately
owned and maintained by the Owner but shall function as a public thoroughfare
and remain open to the public 24 hours per day. The Thoroughfares are
established and provided for within the Concept Book, attached and incorporated
as Exhibit "B".
The Owner shall incorporate the following transportation control measures into
the Miami Produce SAP:
MIAMI 5862989.11 83329/85503
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(e) Enable and Promote Use of Public Transit. The Miami Produce SAP shall
provide direct connectivity to the adjacent Santa. Clara Metrorail Station and
promote the use of the Metrorail through the provision of directional signage and
design elements.
(f) Incorporation of Neighborhood Character. The Owner shall use due diligence
and reasonable good faith efforts to retails the industrial character of the Property
in harmony with the surrounding neighborhood context. In addition to the
incorporation of industrial_ design elements, the Miami Produce SAP may include
manufacturing -enabled retail uses or similar light industrial uses to retain the
historic activities of the area.
Section 19. Multiple Ownership. The Owner shall have the right to develop the Project in
phases, to sell or lease portions of the Project to arty third party, to condominiumize the Project
(or portions thereof), and/or to enter into joint ventures for portions of the Project with third
parties. In the event of multiple ownership subsequent to the approval of the Agreement, each of
the subsequent owners, mortgagees, and other successors having interest in the Property (or any
portion thereof, including condominium unit owners) shall be bound by the terms and provisions
of this Agreement as covenants that run with the Property.
Section 20. Common Area Maintenance. The Owner shall create, prior to the conveyance
of any portion of the Property (less than the entire Property), a dcclarati_on of covenants,
conditions and restrictions, easement and operating; agreement, or similar instrument, which shall
provide for the maintenance of all common areas, private roadways, cross -easements, and other
amenities common to the Property. This Agreement shall not preclude the Owner(s) of the
Property from maintaining its own buildings or common areas not common to the Property. Such
declaration, easement and operating agreement, or similar instrument shall be subject to the
approval of the City Attorney.
Section 21. Annual Report and Review.
(a) This Agreement shall be reviewed by the City annually on the anniversary of the
Effective Date. The Owner shall submit an annual report to the City for review at
least thirty (30) days prior to the annual review date. The annual report shall
MIAMI 5862989.11 83329/85503
11
•' `� '
NOTICE
CarpleAon of zdff re.ewindealez
Cotle, aurnty.rehqiusirtzentle M]p.. t ift City IN Mi mi
—itappavnll reel b be zu,m-etl Por a
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lli
i.
Secure bicycle parking spaces
-
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ii.
Provision of transit information throughout the Project
PZ -18-126
iii.
Designated scooter/motorcycle parking spaces
03/14/19
iv.
Designated carpool parking spaces
V.
Provision of subsidized transit passes for employees of the Owner
Vi.
Bicycle share station
vii.
Improved sidewalks throughout the Project
viii.
Electric vehicle charging stations
ix.
Crosswalk connection from the Property to the Santa
Clara Metrorail
Station
(e) Enable and Promote Use of Public Transit. The Miami Produce SAP shall
provide direct connectivity to the adjacent Santa. Clara Metrorail Station and
promote the use of the Metrorail through the provision of directional signage and
design elements.
(f) Incorporation of Neighborhood Character. The Owner shall use due diligence
and reasonable good faith efforts to retails the industrial character of the Property
in harmony with the surrounding neighborhood context. In addition to the
incorporation of industrial_ design elements, the Miami Produce SAP may include
manufacturing -enabled retail uses or similar light industrial uses to retain the
historic activities of the area.
Section 19. Multiple Ownership. The Owner shall have the right to develop the Project in
phases, to sell or lease portions of the Project to arty third party, to condominiumize the Project
(or portions thereof), and/or to enter into joint ventures for portions of the Project with third
parties. In the event of multiple ownership subsequent to the approval of the Agreement, each of
the subsequent owners, mortgagees, and other successors having interest in the Property (or any
portion thereof, including condominium unit owners) shall be bound by the terms and provisions
of this Agreement as covenants that run with the Property.
Section 20. Common Area Maintenance. The Owner shall create, prior to the conveyance
of any portion of the Property (less than the entire Property), a dcclarati_on of covenants,
conditions and restrictions, easement and operating; agreement, or similar instrument, which shall
provide for the maintenance of all common areas, private roadways, cross -easements, and other
amenities common to the Property. This Agreement shall not preclude the Owner(s) of the
Property from maintaining its own buildings or common areas not common to the Property. Such
declaration, easement and operating agreement, or similar instrument shall be subject to the
approval of the City Attorney.
Section 21. Annual Report and Review.
(a) This Agreement shall be reviewed by the City annually on the anniversary of the
Effective Date. The Owner shall submit an annual report to the City for review at
least thirty (30) days prior to the annual review date. The annual report shall
MIAMI 5862989.11 83329/85503
11
NOTICE
Carp- of— �indea pe itappti nce6
rMn Mune 21antl/-1 Ci, Miami
contain a section by section description of the Owner's compli ="043114119
�e�,q�
Miatly vig retievobligations under this Agreement. The Owner's obligation to subm ^°Me^�areport shall cease as of the date on which this Agreement is terminated
any such term or provision herein.
(b) If the City finds in the annual report, on the basis of competent substantial
evidence, that the Owner has failed to comply with any material obligation under
this Agreement and the City provides the Owner with written notice of such
failure, if such failure is not cured within the applicable notice and cure period set
forth in Section 28(a) in this Agreement, the Owner shall be considered in default
and the City shall have the remedies set forth in Section 29 of this Agreement.
Section 22. Modification. The provisions of this Agreement may 1 �e amended, added to,
derogated, deleted, modified, or changed from time to Wine only by recorded Instrument executed
by the Owner and the City after two (2) public hearings before the City Commission in
accordance with Florida Statutes, Section 163.3225. Notice shall be provided to all properties
within five hundred (500) feet of the Property and any parties registered with the Allapattah
Neighborhood Enhancement Team by the Owner by certified mail, return receipt requested at the
Owner's sole cost. If the Property is submitted to condominiu-nn ownership, then the association
or other entity designated to represent all of the condominium interests as to the Property, as may
be applicable, shall be the proper entity or entities to execute any such instrument described
herein for properties in a condominium form of ownership after approval by the City and public
hearings before the City Commission. In addition, pursuant to Section 163.3241, Florida Statutes
(2017), if State or Federal laws are enacted after the execution of this Agreement which are
applicable to and preclude the Parties' compliance with its terms, this Agreement shall be
modified or revoked as provided for in this Section as is necessary to comply with the relevant
State or Federal laws. Any modification shall be in writing and signed by the Parties.
Section 23. Enforcement. The City and the Owner shall have the right to enforce any of the
provisions of this Agreement. Enforcement shall be by action at law or in equity against any
party or person violating or attempting to violate any covenants, to restrain violation, to recover
damages, or all of the above. Each party to any such action shah bear its own attorneys' fees and
costs. This enforcement provision scall be J.P. addition to any other remedies available at law, in
equity, or both. Additionally, the City may enforce this Agreement by any means allowed by
law, including but not limited to inunction or via Chapter 2, Article X of the City Code.
Section 24. No Exclusive Remedies. No remedy or election given by any provision in this
Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the
remedies granted hereunder upon a default of the other party shall be cumulative and in addition
to all other remedies at law or equity arising from such event of default, except where otherwise
expressly provided.
Section 25. Authorization to Withhold Permits and Inspections. In the event the Owner is
obligated to make payments or improvements under the terms of this Agreement or to take or
refrain from taking any other action under this Agreement and such obligations are not
performed prior to the expiration of any applicable notice and/or cure period, in addition to any
MIAMI 5862989.11 83329/85503
12
W/
NOTICE
other remedies available the Cit is hereby authorized to withhold an further
Y Y Y Pn�e�oM�
CarpleAon of— reHewindr— pe itapp—mee6
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Property until such time this Agreement is complied with. This remedy shall be in
' i6Zrt'b8-126
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any other remedy provided for in this Agreement.
03/14/19
Section 26. Exclusive Venue, Choice of Law, Specific Performance. It is mutually
understood and agreed by all the Parties hereto that this Agreement shall be governed by the laws
of the State of Florida, and any applicable federal law, both as to interpretation and performance,
and that any action of law, suit in equity, or judicial proceedings for the enforcement of this
Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or
federal courts and venue for any such actions shall lie exclusively in a court of competent
jurisdiction in Miami -Dade County. In addition to any other legal rights, the City and the Owner
shall each have the right to specific performance of this Agreement in court. If an action is
brought in a court of competent jurisdiction, each Party shall bear its own attorneys' fees. Each
Party waives any defense, whether asserted by motion or pleading, that the aforementioned
courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal
jurisdiction of the aforementioned courts and irrevocably waive any objections to said
jurisdiction. The Parties irrevocably waive any rights to a jury trial.
Section 27. Severability. In -validation of any of the sections in this Agreement by judgment
of court in any action initiated by a third party in no wa.y shall affect any of the other provisions
of this Agreement, which shall_ remain in full force and effect.
Section 28. Events of Default.
(a) The Owner shall be in default under this Agre nt if the Owner fails to perform
or is in breach of any term, covenant, or condition of this Agreement which is not
cured within thirty (30) days after receipt of written notice from the City
specifying the nature of such breach. If such breach cannot reasonably be cured
within thirty (30) days, then the Owner shall not be in default if it commences to
cure such breach within said thirty (30) day period, diligently prosecutes such
cure to completion, and notifies the City in writing of its attempt to comply. If
such breach cannot be cured within an additional nviety (90) day period, the
Owner shale request written consent from the City to extend the cure period
beyond the additio�a�al ninety (90) days. Pursuant to Section 35 of this Agreement,
the City shall provide a written response to said request within Eve (5) days of
receipt. If the City fails to provide a written response within five (5) days, the cure
period shall be deemed automatically extended for an additional ninety (90) days.
(b) The City shall be in default under this Agreement if the City fails to perform or
breaches any term, covenant, or condition of this Agreement and such failure is
not cured within thirty (30) days after receipt of written notice from the Owner
specifying the nature of such breach. If such breach cannot reasonably be cured
within thirty (30) days, the City shall not be in default if it commences to cure
such breach within said thirty (30) day period, diligently prosecutes such cure to
completion, and notifies the Owner in writing of its attempt to comply. If such
breach cannot be cured within an additional ninety (90) day period, the City shall
MIAMI 5862989.11 83329/85503
13
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re uest written consent from the Owner to extend the cure erio�'pp"��M°"� °'��`"-`iq"Mi�i
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additional ninety (90) days. The Owner shall provide a written res °° era
request within five (5) days of receipt. If the Owner fails to proveV-126
response within five (5) days, the cure period shall be deemed 3F14N9
extended for an additional ninety (90) days.
(c) It shall not be a default under this Agreement if either party is declared bankrupt
by a court of competent jurisdiction after the Project has been built. All rights and
obligations in this Agreement shall survive such bankruptcy of either party. The
Parties hereby forfeit any right to terminate this Agreement upon the bankruptcy
of the other Party.
AMMW-
(d)
The default of any Owner, successor, or Owner of any portion of the Owner's
rights hereunder_ shall not be deemed a breach by any other Owner, any other
successor, or Owner of any portion of the rights of the„,Owner hereunder or any
other successor.
Section 29. Remedies Upon Default.
(a)
Neither party may terminate this
except as specifically provided
remedies enumerated herein.
Agreii6ritiupon the default of the other party,
in this Agreement, but shall have all of the
(b) Upon the occurrence of a default by a party to this Agreement not cured within
the applicable grace period, the Owner and the City agree that any party may seek
specific performance of this Agreement, and that seeking specific performance
shall not waive any right of such party to also seek monetary damages, injunctive
relief, or any other relief other than termination of this Agreement. If an action is
40” brought in a court of competent jurisdiction to seek specific performance, each
Party shall bear its own attorneys' fees.
Section 39—W 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 i'errn: (i) the exclusive venue and choice of law
provisions contained herein; (ii) rights of any party arising during or attributable to the period
prior to expiration or termination of this Agreement; and (iii) any other term or provision herein
which expressly indicates either that it survives the termination or expiration hereof or is or may
be applicable or effective beyond the expiration or permitted early termination hereof. In no
event shall this Agreement terminate early other than for those reasons stated in this Agreement.
Section 31. Lack of Agency Relationship. Nothing contained herein shall be construed as
establishing an agency relationship between the Parties nor its employees, agents, contractors,
subsidiaries, divisions, affiliates, or guests shall be deemed agents, instrumentalities, employees,
or contractors of the City for any purpose hereunder, and the City, its contractors, agents, and
MIAMI 5862989.11 83329/85503
14
•' `� '
NOTICE
Carp— of zdffreHewindr—p -it.pp—mee6
em to ees shall not be deemed contractors agents, or employees of the
P Y gnaC
� n "fur a� e�cirya
MiamiC .The appf detle w.-p .gbpdyvAUre -
subsidiaries, divisions, or affiliates. heppapp mp atlhepab he riga tliepMetl ea
eM�tion or a firm Eedzbn.
PZ-18-126
Section 32. Cooperation. 031141�s
(a) The Parties agree to cooperate with each other to the full extent practicable
pursuant to the terms and conditions of this Agreement. The City shall use its
best efforts to expedite the permitting and approval process in an effort to assist
the Owner in achieving its Development and construction milestones unless the
provisions of Section 25 of this Agreement apply. The City will accommodate
requests from the Owner or the Owner's general contractor and subcontractors for
review of phased or multiple permitting packages, as allowed by law or as
approved by the Building Official in consultation with the Planning Director or
any other relevant parties, such as those for excavation, site work and
foundations, building shell, core, and interiors.
(b) Notwithstanding the foregoing, the City shall not be obligated to issue
Development permits to the extent the Owner does not comply with the applicable
requirements of the Zoning Ordimance, the Comprehensive Plan, this Agreement,
or any applicable codes, laws, statutes, regulations, or orders.
Section 33. Recording. This Agreement shall be recorded in the Public Records of Miami -
Dade County, Florida by the Owner and at the Owner's sole expense and shall inure to the
benefit of the City. Copies of the recorded Agreement shall be provided to the City Manager,
Planning Director, City Clerk, and City Attorney within two (2) working days of recording.
Section 34. Successor(s), Assigns, Heirs, Grantees, and Designees. The covenants and
obligations set forth in this Agreement shall v n with the Property and extend to the Owner, its
successor(s), heir(s), grantee's), and/or assigns. Nothing contained herein shall be deemed to be
a dedication, conveyance, or grant to the public in general nor to any persons or entities except as
expressly set forth herein. '
Section 35. Approvals. * � enever anymatter set forth herein is made subject to the approval
of the City, the City Manager, and/or the City Attorney, the approval shail be expressed in
writing and the City, the City Manager, and/or the City Attorney (as applicable) shall not
unreasonably withhold, delay, or condition any such approval. The failure to grant or withhold
any such approval vAthin five (5) days after receipt of written notice requesting the same and
after any applicable cure period as specified in Section 28 of this Agreement (or such other time
period as may be expressly provided in this Agreement), shall be deemed approval of such
matter.
Section 36. Time. Time shall be of the essence for the performance of all obligations of the
Owner and the City under this Agreement. Whenever this Agreement provides for or
contemplates a period of time for performance of any obligation, such time period shall be
calculated using calendar days, except when such time period is expressly stated to be calculated
in business days. Any date in this Agreement which falls upon a Saturday, Sunday, or federal
MIAMI 5862989.11 83329/85503
15
woe
NOTICE
CarpM. dxdff reHewindr—p -itapp—
legal
p—mee6
le g al holiday Y' shall be deemed to be extended to the next business da The term " �W "�°`"-`"
'ping �rrxvnma res�etromiiome�ciga
T ppLcadetleci9pn-maltlng hotly vig retiev
as used in this Agreement means any day that is not a Saturday, Sunday, or federal le "pro� ^tea
PZ -18-126
Section 37. Limitation of Liability. In no event shall any of the officers, 03114119
shareholders, partners, members, managers, employees, elected officials, attorneys, or age
either party or any subsidiaries or affiliates of either party ever be personally liable for any
judgment against either party under this Agreement.
Section 38. Estoppel. The City shall, within thirty (30) days of its receipt of a written request
from the Owner, provide the Owner with a written estoppel certificate duly executed stating (a)
to the best of the City's knowledge, whether the Owner is in default or violation of this
Agreement and setting forth with specificity the default or violation (if any); (b) that this
Agreement is in full force and effect and identifysng any amendments to the Agreement as of the
date of such certificate; and (c) such other snformation as may be reasonably requested by Owner
or any prospective purchaser or lender. Such estoppel certificate shall be certified to the Owner
and any prospective purchaser and/or lender, as applicable.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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MIAMI 5862989.11 83329/85503
16
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NOTICE
CmrpleAon of zdff re.�ewindealez permit apptianm mee6
IN WITNESS WHEREOF theseresents have been executed this M�ua�tlf°rcigaMi mi
p t�Q(pamn�pp�aiion gr�m�e��etl�ra
pu vn m.-nes.gbdiinmearyar
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Nepemi[applkation at Nepubtic heariigartl ienMeiNea
12019.
remmmerdafionorafireltletlzbn.
PZ -18-126
MIAMI PRODUCE CENTER, LLC, a 03/14/19
limited liability company •
By: UTA Management, LLC, a Delaware limited
liability company, its Manager
By: Urban Investments Advisors, LLC,
a Delaware limited liability
company, its Sole Member
Weiispring Investments
Management I, LLC, a
Delaware limited liability
company, its Managing
Member
By:
ame: Robert S. Wennett
tle: Managing Member
STATE OF
COUNTY
The foregoing'"' iistrurne ' was afflWledged before me this day of
2019, by Robert"'`S. Wennett, the Managing Member of Wellspring
Investments Management I, LLC, a Delaware limited liability company; the Managing Member
of Urban Investments Advisors, LLC, a Delaware limited liability company, the Sole Member of
UTA Management, L,LC, a Delaware lini_ted liability cornpany, the Manager of'Miami Produce
Center, LLC, a Delaware limited liability company, on behalf of such limited liability
companies. He is ; ) personally known to me or ( ) produced a valid driver's license as
identification.
Notary Public:
Sign Name:
Print Name:
My Commission Expires:
[NOTARIAL SEAL)
MIAMI 5862989.11 83329/85503
17
IN WITNESS WHEREOF, these presents have been executed this
, 2019.
ATTEST:
Todd Hannon, City Clerk
APPR
CORI
Victor
City �
NOTICE
Carp— of p -it app—
PZ -18-126
CITY OF MIAMI, a municipal corpo 03/14/19
BY:
Emilio T. Gonzalez, City Manager
MIAMI 5862989.11 83329/85503
18
JOINDER BY MORTGAGEE
Foe
NOTICE
CarpleAon of zdff re.�ewindealez
Cotle, aurnty.rehqiusir tzM]pearnmitaift City IN Mi
mi
—itapoa
vnllreel b bezuI,-c Por a
P.- ity a
Mi. ie iTh C.W ar�v tlmelM .gfbdy lliiC-
Miap C t Theapplimtletlecika ,i Mng hotly vig reNrsv
thepemi[applkati1 3 Nep all hearirgartl renMeiNea
remmmerdation or a firel Eetlzun.
SunTrust Bank, a Georgia banking corporation, being the holder of that certain t3E! 26
3114/19
Assignment of Rents, Security Agreement and Fixture Filing dated August 31, 2016, ex
Miami Produce Center, LLC, a Delaware limited liability company, and recorded in O
Records Book 30224, Page 931, in the Public Records of Miami -Dade County, Florida, together
with all modifications thereto (the "Mortgage"), hereby consents to the filing of, and agrees that
the Mortgage shall be subordinate to, the foregoing Development Agreement.
Signed, Sealed and Delivered
in the presence of-
Sign
f
Sign
Print Name
Sign
Print Name
STATE OF
SS:
COUNTY OF
SUNTRUST BANK, a Georgia banking
corporation
Name:
Title:
The foregoing instrument was acknowledged before me this day of _ ,
2019, by _ , as of SUNTRUST BANK, a Georgia
banking corporation, on behalf of said corporation. He/She is ( ) personally known to me or
( ) has produced a Florida driver's license as identification.
My Commission Expires:
MIAMI 5862989.11 83329/85503
Notary Public, State of Florida
19
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EXHIBIT "A"
LEGAL DESCRIPTION
MIAMI 5862989.11 83329/85503
20
Foe
NOTICE
CarpleAon of zdff re.�ewindealez permitapq'ranm nMi
un requirenmrcupl Murry21an. ihecityINMiami
Cotle, only ng In,emitapptiratbnvnllreel b bezuInth- or a
p— ie ITh c.WarxxvAN tlnHlrresset fbdy 11 Chyd
Miami Castle.Theapplimtletleci9an-maMng hotly vig reNrsv
Nepemi[applkalion 3 Mepubtic hearirgartl renMeiNea
erdaf ion or a firel Eetlzbn.
-18-126
MIAMI
03/14/19
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EXHIBIT "B"
REGULATING PLAN AND DESIGN CONCEPT BOOK
MIAMI 5862989.11 83329/85503
21
Foe
NOTICE
CarpleAon of zdff re.�ewindealez permitapq'ranm nMi
un requirenmrcupl Murry21an. ihecityINMiami
Cotle, only ng In,emitapptiratbnvnllreel b bezuInth- or a
p— ie ITh c.WarxxvAN tlnHlrresset fbdy 11 Chyd
Miami Castle.Theapplimtletleci9an-maMng hotly vig reNrsv
Nepemi[applkalion 3 Mepubtic hearirgartl renMeiNea
erdaf ion or a firel Eetlzbn.
-18-126
MIAMI
03/14/19