HomeMy WebLinkAboutExhibit A Executed Development AgreementCFN: 20140322386 BOOK 29137 PAGE 2556
DATE:05/05/2014 02:25:09 PM
HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY
DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF MIAMI, FLORIDA
AND RIVER LANDING DEVELOPMENT, LLC,
REGARDING DEVELOPMENT OF
THE RIVER LANDING PROJECT
This is a Development Agreement ("Agreement") made this ZA day of 40*1r ► ,
2014, between River Landing Development, LLC, a Florida 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 8.14 acres of property in Miami -Dade
County, Florida, legally described on Exhibit "A", having a street address of 1500 NW North
River Drive, Miami, Florida ( "Property"); and
WHEREAS, on January 18, 2013, the Owner filed an application with the City for
approval of a Special Area Plan ( "River Landing SAP") in order to develop the Property as a
mixed use development with residential units, retail, restaurants, a riverwalk, and other amenities
WHEREAS, the Owner received Waiver #13-0002 pursuant to Article 3, Section 3.9 of
the Miami 21 Code ("Zoning Ordinance") from the City to allow a ten percent (10%) reduction
in the required minimum acreage of nine (9) acres where the River Landing SAP is for
approximately 8.14 acres; and
WHEREAS, the proposed Project location on the Miami River will allow for use and
enjoyment of the Miami River 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
WHEREAS, the Parties wish for the development to proceed substantially in accordance
with the "River Landing SAP Regulating Plan and Design Concept Book" attached as Exhibit
"B" ("Regulating Plan and Design Concept Book"); and
WHEREAS, as a condition to the approval of the River Landing SAP, the Owner and the
Owner must enter into a development agreement pursuant to Article 3, Section 3.9 of the Zoning
Ordinance and the Florida Local Government Development Agreement Act, Florida Statutes,
163.3220 through 163.3243; and
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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. 13383, adopted May 23,
2013, has authorized the City Manager to execute this Agreement upon the terms and conditions
as set forth below, and 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:
The recitals are true and correct and are incorporated into and made a part of this
Agreement.
Section 1. Consideration. The Parties hereby agree that the consideration and obligations
recited and provided for under this Agreement constitute substantial benefits to all Parties and
thus adequate consideration for this Agreement.
Section 2. Rules of Legal Construction.
For all purposes of the Agreement, unless otherwise expressly provided:
(a) A defined term has the meaning assigned to it;
(b) Words in the singular include the plural and words in plural include the singular;
(c) A pronoun in one gender includes and applies to other genders as well;
(d) The terms "hereunder", "herein", "hereof', "hereto", and such similar terms shall
refer to the instant Agreement in its entirety and not to individual sections or
articles;
(e) The Parties hereto agree that this Agreement shall not be more strictly construed
against any individual party as all Parties are drafters of this Agreement; and
(f) The attached exhibits shall be deemed adopted and incorporated into the
Agreement; provided, however, that this Agreement shall be deemed to control in
the event of a conflict between the attachments and this Agreement.
Section 3. Definitions. Capitalized terms which are not specifically defined herein shall
have the meaning given in the Zoning Ordinance.
"Agreement" means this Development Agreement between the City and the
Owner.
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"City" means the City of Miami, a municipal corporation of the State of Florida,
and all departments, agencies, and instrumentalities subject to the jurisdiction
thereof.
"Comprehensive Plan" means the comprehensive plan known as the Miami
Comprehensive Neighborhood Plan (MCNP) adopted by the City pursuant to
Chapter 163, Florida Statutes (2012), meeting the requirements of Sections
163.3177, 163.3178, and 163.3221(2), Florida Statutes (2012), which is in effect
as of the Effective Date of the Agreement.
"County" means Miami -Dade County, a political subdivision of the State of
Florida.
"Development" means the carrying out of any building activity, the making of
any material change in the use or appearance of any structure or land, or the
dividing of land into three (3) or more parcels and such other activities described
in Section 163.3221(4), Florida Statutes (2013).
"Effective Date" is the date of recordation of the executed, original version of
this Agreement.
"Existing Zoning" is the applicable zoning designation and land
development regulations of the Zoning Ordinance, the City Charter, and
the City Code in effect as of the time of the effective date of this
Agreement.
"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.
"Public Facilities" mean major capital improvements, including, but not limited
to, transportation, sanitary sewer, solid waste, drainage, potable water,
educational facilities, parks and recreational facilities, streets, parking and health
systems and facilities.
"Parties" means the Owner, the Owner, and the City who are all signatories to
this Agreement.
Section 4. Purpose. The purpose of this Agreement is for the City to authorize the Owner to
redevelop the Properties pursuant to the River Landing SAP. This Agreement will establish, as
of the Effective Date, the land development regulations which will govern the Development of
the River Landing SAP Property, thereby providing the Parties with additional certainty during
the Development process. This Agreement satisfies the requirements of Article 3, Section
3.9. Lf. of the Zoning Ordinance.
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Section 5. Intent. The Owner and the City intend for this Agreement to be construed and
implemented so as to effectuate the purpose of the River Landing SAP, this Agreement, the
Comprehensive Plan, Existing Zoning, and the Florida Local Government Development
Agreement Act, s. 163.3220 - 163.3243, Florida Statutes (2012).
Section 6. Applicability. This Agreement only applies to the River Landing SAP Properties
identified in Exhibit "A."
Section 7. Effective Date and Binding Effect. This Agreement shall have a term of thirty
(30) years from the Effective Date and shall be recorded in the public records of Miami -Dade
County and filed with the City Clerk. The term of this Agreement may be extended by mutual
consent of the Parties subject to a public hearing, pursuant to s. 163.3225, Florida Statutes
(2012). 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, then the association or
other entity designated to represent all of the condominium ownership interests as to the
Property, as may be applicable, shall be the proper entity or entities to execute any such release
for properties in a condominium form of ownership after City approval as discussed herein.
Section 8. Site Plan. The Property will be developed and used in compliance with the
Regulating Plan and Design Concept Book as described in attached Exhibit "B" to this
Agreement.
Section 9. Zoning, Permitted Development Uses, and Building Intensities. The City has
designated the Property as River Landing SAP on the official zoning Atlas of the City, pursuant
to the applicable procedures in the Zoning Ordinance. As part of the River Landing SAP process,
the Property is being rezoned to T6-24-0. The Regulating Plan and Design Concept Book
attached as Exhibit "B" provides for any deviations from the underlying regulations of the
Zoning Ordinance. In approving the River Landing SAP, the City has determined that the uses,
intensities, and densities of Development permitted thereunder are consistent with the
Comprehensive Plan and the Zoning Ordinance. Signage and deviations to the regulations in the
Zoning Ordinance are articulated further in the Regulating Plan and Design Concept Book and
will be approved administratively in accordance with these regulations.
Section 10. Future Development. Development within the River Landing SAP shall proceed
pursuant to the Regulating Plan and Design Concept Book attached as Exhibit "B". The criteria
to be used in determining whether future Development shall be approved are consistent with the
Comprehensive Plan, this Agreement, and the River Landing SAP. The Comprehensive Plan,
this Agreement, and the River Landing SAP shall govern Development of the Property for the
duration of the Agreement. The City's laws and policies adopted after the Effective Date may be
applied to the Property only if the determinations required by Section 163.3233(2), Florida
Statutes (2012) have been made after 30 days written notice to the Owner and after a public
hearing. Pursuant to Section 163.3233(3), Florida Statutes (2012), 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,
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equitable estoppel and vested rights; or (b) statutory rights which may accrue by virtue of
Chapter 70, Florida Statutes (2012).
Section 11. Local Development Permits. The Project may require additional permits or
approvals from the City, County, State, or Federal government and any division thereof. Subject
to required legal processes and approvals, the City shall make a good faith effort to take all
reasonable steps to cooperate with and facilitate all such approvals. Such approvals include,
without limitation, the following approvals and permits and any successor or analogous
approvals and permits:
(a) Subdivision plat or waiver of plat approvals;
(b) Covenant in Lieu of Unity of Title or Unity of Title acceptance or the release of
existing unities or covenants;
(c) Building permits;
(d) Certificates of use or occupancy;
(e) Stormwater Permits; and
(f) Any other official action of the Federal, City, County, State or any other government
agency having the effect of permitting development of the Property.
In the event that the City substantially modifies its land Development regulations regarding site
plan approval procedures, authority to approve any site plan for the Project shall be vested solely
with the City Manager, with the recommendation of the Planning Director or any other relevant
party. Any such site plan shall be approved if it meets the requirements and criteria of the Zoning
Ordinance, the Comprehensive Plan, and the terms of this Agreement.
Section 12. Riverwalk. The Owner, at their sole cost and expense, agrees to make certain
improvements at the rear of the Property immediately fronting the Miami River (the
"Riverwalk"). The Riverwalk shall be built, constructed, installed, and maintained substantially
in compliance with the plans as depicted in Exhibit "B". The Riverwalk will be open to the
public and maintained by the Owner.
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 they will, at their sole cost and expense, make any and all changes,
improvements, alterations, or enhancements to these facilities necessary or appropriate to
provide the highest level of service to the Property without in any manner diminishing the
service to other properties within the City.
Section 14. Compliance With Florida Building Code, Florida Fire/Life Safety Laws, 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 Life Safety codes to ensure the safety of all Project and
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City residents and guests. Specifically and without limitation, the Owner will install and
construct all required fire safety equipment and water lines with flow sufficient to contain all
possible fire occurrences.
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
service or sent by United States Registered or Certified Mail, return receipt requested, postage
prepaid, or by overnight express delivery, such as Federal Express, to the Parties at the addresses
listed below. Any notice given pursuant to this Agreement shall be deemed given when received.
Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States
legal holidays shall be deemed to be performed timely when taken on the succeeding day
thereafter which shall not be a Saturday, Sunday, or legal holiday.
To the City:
City Manager
City of Miami
3500 Pan American Drive
Miami, FL 33133
With a copy to:
City Attorney
Miami Riverside Center
444 S.W. 2nd Ave., 9th Floor
Miami, FL 33130
To River Landing Development, LLC/Owner:
Andrew Hellinger, Esq. and Coralee Penabad, Esq.
235 Altara Avenue
Coral Gables, FL 33146
With a copy to:
A. Vicky Garcia -Toledo, 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
Owner will comply with the intent and requirements of Chapter 17 of the City Code within the
River Landing SAP where required.
Section 17. Seawall. The Owner shall be responsible for any repairs to the seawall in
compliance with the standards set forth by the Army Corps of Engineers and the City Code.
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Section 18. Waterfront Specialty Center Designation. Pursuant to Chapter 4 of the City
Code, the River Landing SAP is designated as a Waterfront Specialty Center.
Section 19. Alcoholic Beverage Sales. Upon approval of this Agreement, pursuant to Chapter
4 of the City Code, a Waterfront Specialty Center is hereby designated for the River Landing
SAP.
Any establishments located therein shall be entitled to the benefits afforded by Chapter 4 of the
City Code. Notwithstanding the requirements of Sec. 4-3.2 of the City Code, Planning, Zoning
and Appeals 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
on the River Landing SAP.
The maximum number of establishments selling alcoholic beverages permitted within the
Waterfront Specialty Center shall not exceed four (4) establishments, but exclusive of any bona
fide, licensed restaurants where the sale of alcoholic beverages is entirely incidental to and in
conjunction with the principal use of the sale of food (e.g. bona fide, licensed restaurants, with a
2 -COP, 2 -COP SRX, 4 -COP, 4 -COP SRX, or an equivalent license). The number of approved
establishments may be increased by amendment to this Agreement before the City Commission
and Section 27 of this Agreement.
Section 20. Archaeological. Due to the Project's location in a high probability
Archaeological Conservation Area, the City will require the Owner to obtain a Certificate to Dig,
pursuant to Chapter 23 of the City Code, to dig prior to any ground disturbing activities.
Section 21. Public Benefits Pursuant to this Agreement.
(a) Job Creation & Employment Opportunities. Generally, the Owner shall consult with
local and state economic development entities regarding job training and job
placement services for area City residents seeking employment opportunities with
potential employers which will locate or establish a business within the River
Landing SAP.
(b) Pursuit of Additional Land. The Owner hereby agrees to use its best efforts to acquire
by lease or fee simple ownership a parcel of land east of the River Landing SAP for
open space within the River Landing SAP. The Owner will update the City on an
annual basis regarding this acquisition.
Section 22. Emergency Management. The Owner shall ensure public safety and protection
of property within the coastal zone from the threat of hurricanes. A portion of the River Landing
SAP is part of the Coastal High Hazard Area (CHHA) as depicted in the Map in Appendix CM -1
of the MCNP. The Owner will review the Development's potential impact on evacuation times
and shelter needs in the event of a hurricane.
Section 23. Covenant. The River Landing SAP is on the Miami River, and incorporates
residential Development. Pursuant to the City's MCNP, Policy PA -3.1.9., the Owner shall record
a covenant running with the land acknowledging and accepting the presence of the existing
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working waterfront 24-hour operations as permitted. This Covenant shall be separate and apart
from this Agreement.
Section 24. Multiple Ownership. 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 25. Common Area Maintenance. The Owner will create, prior to the conveyance of
any portion of the Property (less than the entire Property), a master 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 master association. The instrument creating the master
association or other entity shall be subject to the approval of the City Attorney.
Section 26. Modification. The provisions of this Agreement may be amended, added to,
derogated, deleted, modified, or changed from time to time only by recorded instrument executed
by the Owner, and the City after public hearing before the City Commission. If the Property is
submitted to condominium ownership, then the association or other entity designated to represent
all of the condominium interests as to the Property, as may be applicable, shall be the proper
entity or entities to execute any such instrument described herein for properties in a
condominium form of ownership after approval by the City and public hearing before the City
Commission.
Section 27. Enforcement. The City, its successor or assigns, 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 parry or person violating or attempting to violate any covenants, either to
restrain violation or to recover damages or both. The prevailing party in the action or suit 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 its attorney. Additionally, the City may
enforce this Agreement by any means allowed by law, including but not limited to injunction or
via Chapter 2, Article X of the City Code.
Section 28. 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 as required, in addition to any other remedies available, the City is hereby authorized
to withhold any further permits for the Property and refuse any inspections or grant any
approvals, with regard to any portion of the Property until such time this Agreement is complied
with.
Section 29. 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 at 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
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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, the prevailing party will be entitled to reasonable
attorneys' fees as the court may adjudge and all costs incurred. 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 30. Severability. Invalidation of any of these sections in the 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 31. Events of Default.
(a) The Owner shall be in default under this Agreement if the Owner fails to perform
or is in breach of any term, covenant, or condition of this Agreement which is not
cured within thirty (30) days after receipt of written notice from the City
specifying the nature of such breach; provided, however, that if such breach
cannot reasonably be cured within thirty (30) days, then 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.
(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; 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 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.
(c) The default of any Owner or successor or Owner of any portion of the Owner's
rights hereunder shall not be deemed a breach by any other Owner, or any other
successor or Owner of any portion of the rights of the Owner hereunder or any
other successor.
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Section 32. Remedies Upon 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 Owner and the City agree that any party may seek
specific performance of this Agreement, and that seeking specific performance
shall not waive any right of such party to also seek monetary damages, injunctive
relief, or any other relief other than termination of this Agreement. If an action is
brought in a court of competent jurisdiction to seek specific performance, the
prevailing party will be entitled to reasonable attorneys' fees as the court may
adjudge and all costs incurred
Section 33. Obligations Surviving Termination Hereof. Notwithstanding and prevailing
over any contrary term or provision contained herein, in the event of any lawful termination of
this Agreement, the following obligations shall survive such termination and continue in full
force and effect until the expiration of a one (1) year term following the earlier of the effective
date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law
provisions contained herein; (ii) rights of any party arising during or attributable to the period
prior to expiration or earlier 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.
Section 34. Lack of Agency Relationship. Nothing contained herein shall be construed as
establishing an agency relationship between the Parties nor its employees, agents, contractors,
subsidiaries, divisions, affiliates, or guests shall be deemed agents, instrumentalities, employees,
or contractors of the City for any purpose hereunder, and the City, its contractors, agents, and
employees shall not be deemed contractors, agents, or employees of the Owner or its
subsidiaries, divisions, or affiliates.
Section 35. Cooperation.
(a) The Parties agree to cooperate with each other to the full extent practicable
pursuant to the terms and conditions of this Agreement. The City shall use its
best efforts to expedite the permitting and approval process in an effort to assist
the Owner in achieving its Development and construction milestones. The City
will accommodate requests from the Owner or the Owner's general contractor and
subcontractors for review of phased or multiple permitting packages, as allowed
by law or as approved by the Building Official in consultation with the Planning
Director or any other relevant parties, such as those for excavation, site work and
foundations, building shell, core, and interiors.
(b) Notwithstanding the foregoing, the City shall not be obligated to issue
Development permits to the extent the Owner does not comply with the applicable
requirements of the Zoning Ordinance, the Comprehensive Plan, this Agreement,
or any applicable building codes.
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Section 36. Recording. This Agreement shall be recorded in the Public Records of Miami -
Dade County, Florida at the Owner's expense and shall inure to the benefit of the City. A copy
of the recorded Agreement shall be provided to the City Manager, City Clerk, and City Attorney
within two (2) weeks of recording.
Section 37. Successor(s), Assigns, and Designees. The covenants and obligations set forth in
this Agreement shall extend to the Owner, their 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.
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IN WITNESS WHEREOF, these presents have been executed this 21 day of
999th '2014.
RIVER LANDING DEVELOPMENT LLC, a
Florida limited liability company
By: (3,
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By: A,Ae % A11,0-,2s-
Its:
STATE OF j*'%Y/ G( )
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COUNTY OF
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The foregoing instrument was acknowledged before me this J�l day of "�, 2014 by
f River Landing Development LLC who is
sonally kno to me or ( )$roduced a k1lid driver's licen s identification.
Notary Public
Sign Name:
Print Name:
My Commission Expires:
[NOTARIAL SEAL)
0 W COtiNAIS 0 # DD 937649
pcpIFIEB: November 2, 2013
W*d T, NOWY pubk unAeiwr "
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MIAMI 4099321.2 79670/42063
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IN WITNESS WHEREOF, these presents have been executed this day of
M QO'ck� , 2014.
ATTEST; r
Toddrna fCity C16fk
APPR `'VEj?: AS TO,,FORM AND
CORR CTN SS:
VictoUa Men z�
City Attorney
MIAMI 4099321.2 79670/42063
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CITY OF MIAMI, a municipal corporation
BY L_
Daniel' o s) City Manager