HomeMy WebLinkAboutFirst Amendment to Development AgreementFIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF MIAMI, FLORIDA AND RIVER LANDING DEVELOPMENT, LLC,
REGARDING DEVELOPMENT OF THE RIVER LANDING PROJECT
This is a First Amendment to Development Agreement ("First Amendment") made this
day of 2019, between R.L. Miami, LP Uk/a River Landing Development,
LLC, a Delaware Limited Partnership, ("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, the City Commission approved a Special Area Plan, as amended, for the
Property, pursuant to Ordinance 13382, in order to develop the Property as a mixed-use
development with residential units, retail, restaurants, a riverwalk, and other amenities ("Project");
and
WHEREAS, the City and Owner executed a Development Agreement attached as Exhibit
"B", approved by the City Commission pursuant to Ordinance No. 13383, adopted May 23, 2013
and recorded in Book 29137, Page 2556 of the Public Records of Miami -Dade County, Florida, to
develop the Project; 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, it is the policy of the City to promote and encourage private sector
development that will create jobs and cause economic development, which will have long term
benefits to the City of Miami; and
WHEREAS, the Development Agreement required that the Owner use best efforts to
acquire abutting property from Miami -Dade County; and
WHEREAS, the an affiliate of the Owner, River Landing Conservation Foundation, Inc.,
a Florida not-for-profit corporation ("Owner's Affiliate") acquired the abutting property to the
Project as evidenced by the deed attached as Exhibit "C" and recorded in Book 30609, Page 1364
of the Public Records of Miami -Dade County, Florida and subject to a Declaration of Restrictive
Covenants attached as Exhibit "D" and recorded in Book 30609, Page 1234 of the Public Records
of Miami -Dade County, Florida ("Declaration of Restrictions"), requiring Owner's Affiliate to
among other things construct and maintain pedestrian walkways and similar improvements to the
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abutting property for the use of the public, said improvements totaling nearly four million dollars
in preliminary budget; and
WHEREAS, the River Landing project will include approximately two (2) acres of open,
public green space within its development;
WHEREAS, River Landing will construct an additional one and a half (1.5) acres of green
space on property adjacent to the River Landing project and to be managed by Owner's Affiliate
located at approximately 1280 NW 11 Street, abutting the Project ("Abutting Parcel"); and
WHEREAS, the Owner has requested an amendment to the Development Agreement to
use the park impact fees charged by the City in the Project and immediate surrounding
neighborhood; and
WHEREAS, the City is desirous of spurring economic development of mixed-use projects
in Enterprise Zone(s) and the urban core; 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.
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. Recitals. The above recitals are true and correct and incorporated herein by
reference.
Section 2. Definitions_ Capitalized terms shall have the definition as set forth in Section 3 of
the Development Agreement.
Section 3. Notice. Section 15 of the Development Agreement is hereby replaced with the
following:
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.
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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 R.L. Miami LLP f/k/a River Landing Development, LLC/Owner:
Andrew Hellinger and Coralee Penabad.
283 Catalonia Avenue, Suite 100
Coral Gables, FL 33134
With a copy to:
Javier F. Avin6, Esq.
Bilzin Sumberg
1450 Brickell Avenue, Suite 2300
Miami, Florida 33131
Any party to this Agreement may change its notification address(es) by providing written
notification to the remaining Parties pursuant to the terms and conditions of this Section.
Section 4. Public Benefits Pursuant to the Development Agreement. Section 21 of the
Development Agreement is hereby replaced with the following:
(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) Additional Land. Owner has acquired the parcel of land (generally known as 1280
Northwest 11 Street) located east of the River Landing SAP (the "Abutting Parcel").
The City and Owner agree that, in lieu of a cash payment to the City for park impact
fees that would be due by Owner to the City, the Owner will apply the park impact fee
contribution towards the construction of open and green spaces in the Project and on
the Abutting Parcel. Owner shall also construct and maintain pedestrian walkways and
similar improvements as contemplated by the Declaration of Restrictions. In addition,
Owner agrees to spend up to $350,000.00 of these sums to enhance the areas
surrounding the River Landing Project and within the Health District for certain public
improvements authorized and approved by the City (the "Improvements") consistent
with the improvements required by the Declaration of Restrictions and the list of
proposed Improvements currently under consideration by the City as set forth in
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Exhibit "E" attached hereto and made a part hereof. Any increase in the number of
residential dwelling units over 528 residential dwelling units shall require that Owner
to pay the corresponding park impact fees for such residential units, as required by the
City Code.
(c) Bonus Floor Area. The River Landing SAP had an additional 61,015 square feet of
floor area considered bonus floor area. The City hereby finds that the proposed Project
with the Improvements will confer a significant net improvement and public benefit by
the addition of the open spaces and green spaces and hereby deems said contribution
compliant with any Public Benefit contribution required pursuant to Section 3.14.4(b)
of Miami 21. However, any increase beyond 61,015 square feet of bonus floor area will
require the Applicant to provide the corresponding Public Benefits Fees per the City's
Public Benefits Program.
(d) Development of Abutting Parcel. Owner shall provide a master landscaping plan for
the Abutting Parcel be reviewed and approved by the Director of the Planning
Department, said plan shall be in accordance with Article 9 of the Miami 21 Code titled
"Landscape Requirements," Chapter 17 of the City Code, and all federal, state, county,
and municipal regulations including the Miami Greenway Action Plan for the River
Landings SAP. Said master landscape plan shall include at a minimum the following:
(i) Plans that show and list improvements on the Abutting Parcel as contemplated
by the Declaration of Restrictions and indicate the location, materials, cost
analysis, and street segments related to each improvement.
(ii) Incorporation of lighting, pedestrian walkways, greenways, bicycle paths, and
a riverwalk per City Code and the Miami Greenway Action Plan.
Section 5. Amendment. Notwithstanding this Amendment, all terms and conditions of the
Development Agreement not in conflict with this Amendment shall remain in full force and effect
and biding upon the Parties.
Section 6. Counterparts. This First Amendment may be executed in counterparts and by
electronic mail, each of which executed counterpart shall constitute the same agreement and shall
be deemed an original and the signature of any party to any counterpart shall be deemed a signature
to, and may be appended to, any other counterpart.
Section 7. Successors and Assigns. All of the terms and conditions of this First Amendment
shall apply to benefit and bind the successors and assigns of the respective parties.
[Signatures on next page]
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IN WITNESS WHERE OF, these presents have been executed this day of 12019.
R.L. MIAMI LP, a Delaware limited partnership
By:
By:
Its:
STATE OF )
) SS
COUNTY OF )
The foregoing instrument was acknowledged before me this day of 2019 by
of R.L. Miami LP who is ( )
personally known to me or ( ) produced a valid driver's license as identification.
Notary Public:
Sign Name:
Print Name:
My Commission Expires:
(Notarial Seal)
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IN WITNESS WHEREOF, these presents have been executed this day of
2019.
ATTEST:
Todd Hannon, City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez
City Attorney
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CITY OF MIAMI, a municipal corporation
BY:
Emilio T. Gonzalez, Ph.D., City Manager
EXHIBIT "A"
PROPERTY DESCRIPTION
Lots 7, 10, 11 and 12 of "ST. JOHN PARK", according to the Plat thereof, as recorded in Plat
Book 5, Page 19,
TOGETHER WITH,
Tract "A" of "MAHI SHRINE SUBDIVISION", according to the Plat thereof, as recorded in Plat
Book 164, Page 16,
AND,
Tract "A" of "RIVER LANDING", according to the Plat thereof, as recorded in Plat Book 172, Page
5, all of the Public Records of Miami -Dade County.
LESS AND EXCEPT:
A portion of aforementioned Lot 7 of "ST. JOHN PARK", being more particularly described as
follows:
BEGIN at the Northwest corner of said Lot 7; then run Southeasterly along the Northeasterly line
of said Lot 7 for a distance of 87.86 feet; thence deflecting to the right for an angle of 178° 26' 55"
run Northwesterly for a distance of 86.91 feet to the point of intersection with the West line of said
Lot 7; thence run Northerly along the West line of said Lot 7 for a distance of 2.55 feet to the
POINT OF BEGINNING.
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Exhibit `B"
RECORDED DEVELOPMENT AGREEMENT
CFN: 20140322386 BOOK 29137 PAGE 2555
DATE:05/0512014 0225:09 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 2A day of uA-V�-
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 banding SAP") in order to develop the Property as a
miPx7e'(dj use development with residential units, retail, restaurants, a riverwalk, and other amenities
WHEREAS, the Owner received Waiver 913-0002 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 mueh 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
(1) 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
3.9.1.f, 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 atter 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
parry. 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 ]fiver (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 Mellinger, 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 party 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
MIAMI 4099321.2 79670/42063
MIAMI 6402677.3 84195/87925
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.
MIAMI 4099321.2 79670/42063
MIAMI 6402677.3 84195/87925
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.
MIAMI 4099321.2 79670/42063
10
MIAMI 6402677.3 84195/87925
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.
MIAMI 4099321.2 79670/42063
11
MIAMI 6402677.3 84195/87925
IN WITNESS WHEREOF, these presents have been executed this 2-J day of
94!4 , 2014.
RIVER LANDING DEVELOPMENT LLC, a
Florida limited liability company
By:
STATE OF /%W I ice( )
COUNTY OF %�ii ' bah ) SS
By: A,Ae,W 411,/ �
Its: Au V
1�
The foregoing instrument was acknowledged before me this J�l day of �I�J, 2014 by
AM �� W fd t"GcW4w,, f River Landing Development LLC who is (sC )
sonally kno to me or ( oduced a hd driver's liven identification.
c
Notary Public
Sign Name:
Print Name -
My
��
My Commission Expires:
[NOTARIAL SEAL)
MIAMI 4099321179670/42063
12
MIAMI 6402677.3 84195/87925
urroaol+ see
E�IRE9: Novembx 2, 2073 1
. Badk7lruNodY� I
IN WITNESS WHEREOF, these presents have been executed this '?•l day of
Mares , 2014.
ATTEST r
t;
Tori E�hnaa ity Clerk
r y 9.
APPR ''VE9`A� TO ,FdRM AND
CORRECTNESS. l
L tel` --cam•
Victo a M6ndez�
City Attorney
MIAMI 4099321.2 79670142063
13
MIAMI 6402677.3 84195/87925
CITY OF MIAMI, a municipal corporation
BYE
Danie o s City Manager
Exhibit "C"
DEED OF ADJACENT PROPERTY TO OWNER'S AFFILIATE
Instrument prepared by and returned to:
Robert Warren, Real Estate Advisor
Miami -Dade County, Regulatory and
Economic Resources Department
111 N.W. I Street, Suite 1200
Miami, Florida 33128-1907
Folio No.: 01-3135-037-0090
I I�IIII ��I�� flll� f91(�111� I�IfI VIII 111 Iii
CFH 2017RO395c761
OR BY. 30LO? Pqs 1364-1367 t4F'3s i
hECORREF:, . i1��*2.0;
'K.ED DDC: Tkx tdiJr;`12;`_ ,60
SUSTAr �O.tia
,i Xi VF'4 R NIN: CLEF}:'. OF COUP.T
1FlAdi-t-ADL CG1JI.'1Y; FLOKCII
(SPACE ABOVE TMS LINE RESERVED FOR. RECORDING DATA)
COUNTY DEED
THIS COUNTY DEED, made this 1% A day of 7tl� , 2017, by Miami -Dade County,
Florida, a political subdivision of the State of Florida, party of the first part (the "County"),
whose address is: Stephen P. Clark Center, 111 N.W. 1st Street, Suite 2460, Miami, Florida
33128, and the River Landing Conservation Foundation, Inc., (the "Foundation") a Florida not-
for-profit corporation, party of the second part, whose address is: 283 Catalonia Avenue, Coral
Gables, Florida 33134.
WITNESSETH:
That the said party of the first part, for and in consideration of the sum of Ten ($10.00)
Dollars, to it in hand paid by the party of the second part, receipt whereof is hereby
acknowledged has granted, bargained and sold, except without the right to convey or assign, to
the party of the second part, its successors and assigns forever, the following described lands
lying and being in Miami -Dade County, Florida, (the 'Property"):
LEGAL DESCRIPTION
TRACT 9 OF CIVIC CENTER SECTION ONE, according to the Plat thereof
recorded in Plat Book 75, at Page 36, of the Public Records of Miami -Dade County,
Florida, including that parcel of land lying North of the Miami River and South and
Southwesterly of Southerly right-of-way of NW I I Street;
Less and except the following: that portion of said TRACT 9 which was
transferred by County Deed from the County to the State Road Department of
Florida (n/k/a Florida Department of Transportation) on June 28, 1966 as recorded
in Official Records Book 5159, Page 320 of the Public Records of Miami -Dade
MIAMI 6402677.3 84195/87925
County (the "State Property") and less and except four separate conveyances to the
Miami -Dade Expressway Authority, an agency of the State of Florida, its successors
and assigns recorded in Official Record Book 29936, Page 1058 in the Public
Records of Miami -Dade County, recorded in Official Record Book 29936, Page 1063
in the Public Records of Miami -Dade County, recorded in Official Record Book
29936, Page 1068 in the Public Records of Miami -Dade County, and recorded in
Official Record Book 29936, Page 1073 in the Public Records of Miami -Dade
County.
Said conveyance is subject to all easements, dedications and other notations
contained in the Plat of Civic Center Section One, according to the plat thereof
recorded in Plat Book 75, Page 36 of the Public Records of Miami -Dade County,
Florida; and is further subject to the easement granted by Dade County to the
Department of Water and Sewer of the City of Miami, dated December 20, 1955
and attached hereto.
Said conveyance is subject to the restrictions set forth in the Declaration of
Restrictions recorded on -,1-0 1-- Y l A I A v 1 ! in Official Records Book
3� d at Page 14 in the Public Records of Miami -Dade County.
Address: 1280 NW I lth Street, Miami, FL 33125 (the "Property")
Folio No: 01-3135-037-0090
This grant conveys only the interest of the County and its Board of County
Commissioners in the Property herein described and shall not be deemed to warrant the title or to
represent any statement of facts concerning the same. This grant is made solely for the public
not for profit purpose of construction, maintenance and creation of sea wall improvements,
pedestrian walkways and green space, enhancement, beautification, Iandscaping and lighting of
the walkways along the banks of the Miami River and greenways along the north side of the
Miami River according to the City of Miami Greenway Action Plan for the benefit of all Miami -
Dade County residents for the non-profit use of the public, and for no other use and subject to the
terms and conditions contained in the Declaration of Restrictions (tbe "Declaration") executed
together with this Deed on ::j --U L.. Y t i I 1.0 1 %
If in the sole discretion of the County, the Property ceases to be used for these purposes
by the Foundation, or the Foundation ceases to exist, or changes or loses its status as a not-for-
profit corporation, or if the Foundation violates the terms contained in the Declaration, including
but not limited to construction of the improvements or expenditure of funds set forth in Exhibits
MIAMI 6402677.3 84195/87925
A and S of the Declaration, title to the Property shall revert to the County, at the option of the
County under the terms set forth in the Declaration. In the event of such reverter, the Foundation
shall immediately deed the Property back to the County, and the County shall have the right to
immediate possession of the Property, with any and all improvements thereon, at no cost to the
County. The effectiveness of the reverter shall take place after final notice is provided by the
County, regardless of the deed back to the County by the Foundation. The County retains a
reversionary interest in the Property, which right may be exercised by the County in accordance
with this Deed or the Declaration. Upon such reversion, the County may file a Notice of
Reversion evidencing same in the public records of Miami -Dade County.
[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]
[ONLY THE SIGNATURE PAGE FOLLOWS)
MIAMI 6402677.3 84195/87925
couyry
Or [Np 0
OR BF 30609 PG 1367
LAST PAGE
IN WITNESS WHEREOF/ Miami -Dade County has caused these presents to be executed
in its name by its Board of County Commissioners acting by the Chairperson or Vice- Chair
Person of said Board, the day and year aforesaid.
(OFFICIAL SEAL)
ATTEST:
FLORIDA
HARVEY RUVIN, CLERK
sem: c`v ¢M
Deputy Clerk ..,
Approved for legal sufficiency:
MIAMI -DARE COUNTY,
BY ITS BOARD OF
COUNTY COMtWSIONERS
By: C
The foregoing was authorized by Resolution No.: R-593-15, approved by the Board of County
Commissioners ofMiami-Dade County, Florida, onthe 30'x' day of June, 2015.
D
S1 ATE of FEURIDA. COUNT of DAt}E `TN,c O�NTy0
. -+EREBY CERYIFV Ihdl lhr5 r5 a IrUe My 01 me Q%
Aay 0! U I rtl r
.nyrnal l,re" rn r1a5 elfrce
Cq'
yr;.dESSmynan�ar Olirc
i ar.ane CeunM Gouts
cvRl1�N nn ��44
DC.
�y-
TAM,
MIAMI 6402677.3 84195/87925
Exhibit "D"
DECLARATION OF RESTRICTIONS
CFC 2017RO395131171 r
DR 6i( 30609 Fas 123.4-1241 (USS)
REf.OJRDEL 82/12,'u17 11;K.,21
LVIRVEY RuviN, 'CERK OF :0116:7
MIAMI -DAGF COUNTY, rUIR'IDA
This instrument was prepared by: Robert
Warren, Real Estate Advisor
Regulatory and Economic
Resources Department
Miami -Dade County
111 N.W. Ist Street, Suite 1200
Miami, Florida 33128
Folio No.: 01-3135-037-0090 (Space reserved for Clerk)
DECLARATION OF RESTRICTIONS
WHEREAS, Miami -Dade County (the "County") has approved the conveyance to
the River Landing Conservation Foundation, Inc. (the "Foundation"), a Florida not-for-profit
corporation, of real property located in the City of Miami, Florida, subject to the execution
of this Declaration of Restrictions ("Declaration"), Iegally described as follows:
TRACT 9 OF CIVIC CENTER SECTION ONE, according to the Plat thereof
recorded in Plat Book 75, at Page 36, of the Public Records of Miami -Dade County,
Florida, including that parcel of land lying North of the Miami River and South
and Southwesterly of Southerly right-of-way of NW I1 Street;
Less and except the following: that portion of said TRACT 9 which was
transferred by County Deed from the County to the State Road Department of
Florida (n/k/a Florida Department of Transportation) on June 28, 1966 as recorded
in Official Records Book 5159, Page 320 of the Public Records of Miami -Dade
County (the "State Property") and less and except four separate conveyances to the
Miami -Dade Expressway Authority, an agency of the State of Florida, its successors
and assigns recorded in Official Record Book 29936, Page 1058 in the Public Records
of Miami -Dade County, recorded in Official Record Book 29936, Page 1063 in the
Public Records of Miami -Dade County, recorded in Official Record Book 29936,
Page 1068 in the Public Records of Miami -Dade County, and recorded in Official
Record Book 29936, Page 1073 in the Public Records of Miami -Dade County.
Said conveyance is subject to all easements, dedications and other notations contained
in the Plat of Civic Center Section One, according to the plat thereof recorded in
Plat Book 75, Page 36 of the Public Records of Miami -Dade County, Florida; and
is further subject to the easement granted by Dade County to the Department of coa,yr`
Water and Sewer of the City of Miami, dated December 20, 1955 and attached hereto.
rmN,
MIAMI 6402677.3 84195/87925
Said conveyance is subject to the restrictions set forth in the County Deed recorded
contemporaneously herewith in the Public Records ofMiami-Dade County.
Address: 1280NW I lth. Street, Miami, FL 33125
Folio No: 01-3135-037-0090
WHEREAS, the Foundation hereby acknowledges and agrees that this Declaration was an
inducement and part of the consideration for the County to convey the Property to the
Foundation.
NOW THEREFORE, in order to assure the County that the representations made by the
Foundation will always be abided by, the Foundation, for sufficient consideration, makes the
following Declaration covering and running with the Property.
The Foundation hereby agrees and stipulates as follows:
Permitted Use of the Property. The Property shall solely be used by the Foundation to:
construct, maintain, and create pedestrian walkways on the boundary of the Property and to
enhance, beautify, landscape and light the walkways along the banks of the Miami River, and to
build, create and maintain sea-wall improvements and greenways along the north side of the
Miami River (collectively the "Improvements"), all of which shall be for such not for profit use by
the public at all times and at no charge, consistent with all governmental regulations and
according to the City of Miami Greenway Action Plan for the benefit of the public, and for no
other use. No for-profit use shall be made of the Property. Notwithstanding the foregoing,
incidental shows or fairs may be held on the Property provided that they shall be open to the
public and limited to a total duration of thirty (30) total days per year. Construction of the
Improvements, with the exception of the seawall as set forth herein, shall be completed, as
evidenced by a final certificate of completion or its equivalent, within three (3) years of the
conveyance of the Property. Solely with respect to the improvements to the seawall, such
construction shall be completed, as evidenced by a final certificate of completion or its equivalent,
within three (3) years of the conveyance of the Property; provided, however, that if the Foundation
has applied and paid for all necessary permits, and through no fault or delay of the Foundation,
the seawall has not been completed within the three year period, then the timeframe for
completion may be extended by the County Mayor or the County Mayor's designee in one year
increments for atotal of three additional years, to be determined in the sole discretion of the County
Mayor, Immediately following its completion, the Improvements shall continuously be maintained
solely for the uses set forth in this section. Nothing in this Declaration, however, shall prevent
the Foundation from modifying or updating the walkways or seawall to be consistent with any
future modifications of the Miami River Greenway Action Plan. The Foundation shall maintain
the Improvements along the boundary of the property consistent with all governmental
regulations, including, but not limited to, the City of Miami standards for the Miami River and
the State of Florida Inland Waterways regulations or standards.
u 1'4
2 �•`5- `�
MIAMI 6402677.3 84195/87925
As a minimum condition of this Declaration, in addition to any additional requirements set forth
herein, the Foundation shall construct and create the improvements, and expend the funds on
same, as set forth in Exhibits A and B, attached hereto and made a part hereof. Such
construction, use, maintenance, and expenditure shall be a required and enforceable condition of
this Declaration.
County Ins nection and Richt to Audit. It is hereby agreed that the County, or its
duly authorized agents, shall have the right at any time to inspect the Property, or upon
reasonable notice, the Foundation's financial and accounting records, maintenance records,
or other corporate documents related to the construction or maintenance of the Improvements
to determine whether the requirements herein are being fully complied with. Such records shall
be made available within fifteen (days) of such request by the County.
Covenant Running with the Land. This Declaration shall constitute a covenant running with
the land on the Property, and shall be recorded in the public records of Miami -Dade County,
Florida, and shall remain in full force and effect and be binding upon the River Landing
Conservation Foundation, and its subsidiaries, successors and assigns until such time as the same
is modified, amended or released by mutual agreement with, and as evidenced by resolution of
Miami -Dade County, The Foundation, its subsidiaries, successors and assigns, agree that
acceptance of this Declaration is legally binding upon them, and does not in any way obligate or
provide a Iimitation on the County.
Assienment, Lease or Subseauent Conveyance. The Foundation shall not assign, lease,
or convey or transfer the Property, in whole or in part, to any person or entity without the
priorwritten consent of Miami -Dade County Board of County Commissioners, which may
be withheld in its sole and absolute discretion.
Modification, Amendment, Release. This Declaration may not be amended or released without
the written consent of Miami -Dade County, in its sole and absolute discretion and pursuant to
approval by extraordinary vote (2/3 required).
Authorization for Miami -Dade Countv to Reacauire the Property. In the event that
the Improvements are not constructed as set forth herein, including but not limited to expenditure
of the funds and/or construction of the improvements set forth in Exhibits A and B hereto within
the time frame set forth herein, or the Foundation ceases to exist or changes or loses its status
as a not-for-profit organization, or any of the terms of this Declaration are not complied with,
the County shall provide thirty (30) days written notice to the Foundation to provide the
Foundation an opportunity to cure the default ("Grace Period"). If after expiration of the thirty
(30) day Grace Period, the Foundation has not remedied the default, as determined in the
County's sole and absolute discretion, then at the option of the County and upon ten (10) days'
written notice, the Property shall then immediately revert to the County, along with any and all
improvements thereon, without cost or expense to the County. This right shall be in addition cook,
to any other remedy that the County may have herein and/or at law or in equity.*''°�,++� �oo�
V u,
MIAMI 6402677.3 84195/87925
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, at
will, such other additional rights, remedies, or privileges.
Severabilitv. Invalidation of any one of these covenants, byjudgment of a 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 County shall be entitled to reacquire the Property predicated upon
the invalidated portion of this Declaration as a result of its reversionary interest in the Property.
Reeordine. This Declaration shall be filed on the date the Property is conveyed to the
Foundation, with the Declaration filed first and then the Deed for the Property filed immediately
thereafter. This Declaration shall become effective immediately upon recordation.
Acceptance of Declaration. The Foundation acknowledges that acceptance of this Declaration
does not obligate Miami -Dade County in any manner, and does not entitle the Foundation to
favorable approval of any application, zoning or otherwise, and that the County retains its ful I
power and authority to any application, in whole or in part.
Incorporation of Recitals. The Foundation hereby agrees that the recitals in this Declaration
are hereby true and correct, and are incorporated into this Declaration.
IN WITNESS WHEREOF, the representatives of the River Landing Conservation
Foundation, Inc. have caused this Declaration to be executed by their respective and
duty authorized representative on this __LO--day of TU I--'} . 2017, and they
intend to be legally bound hereby to all of the terms and conditions of this Declaration.
[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]
[ONLY THE SIGNATURE PAGES FOLLOW]
MIAMI 6402677.3 84195/87925
Clement nu ��ob�b
LVitness, Attest:
nessrAttest:
STATE OF FIU A &0 -
SS:
COUNTY OF ry kAfA }Jame—
River Landing
Conservation Foundation,
Inc.
a Florida not-for-profit corporation
By: .v'
lAfd--
Name:Awmx) /,k&
Title: DIiL-,✓an_
"rhe foregoing instr meat was acknowledged before me this�day of-JU". 2017.
by (� ( l hP CW? of the River Landing
Conservation Foundation. nc.. aFlorida not-for-profit corporation, whose title is
r. -b r and s'I0as produced as
identification or is pef,;elrally tutovrn iu rr.
+q4"= CORALEEPERAM
MY COMMISSION Y FF 24M4
`4 EXPIAE5: Jury 1, 2019
(S1= 4L) i,tr ` Bontlul Than Notary Pubk tWemt.,,
Notary Public -State of Flmd a—
a couHrr
CommissionNumber:
MIAMI 6402677.3 84195/87925
MIAMI-DADE COUN Y, FLORIDA,
apolitical subdivisio ofthe State of
Florida by its Boar f County
Commissioners
By:
Name: IF!s TF— t�" Q o V O I
UP-
Tflle: <f "I P- to W Q
ATTEST:
HARVEY RUVIN RK r'Iit91j°'•,`
Dep '•.Lpao:' �:
APPROVED FOR FORM AND LEGAL SUFFICIENCY
By: / , —
Name:
Title: Assistant County Attorney
MIAMI 6402677.3 84195/87925
EXHIBIT "A"
Required Use and Construction on the Property by the River Landing Conservation
Foundation, Inc.:
1. Creation of scenic and pedestrian walkways along the banks of the Miami River
for use by the public.
2. Creation and improvement of the seawall along the boundary of the Property
on the banks of the Miami River to prevent erosion of the land and to allow the
building of the pedestrian walkways,
3. Enhanced beautification, Iandscaping and lighting of the boundary of the
Property creating pedestrian walkways, greenway and riverwalk along the banks
of the Miami River and below the SR 936 highway.
4. Creation of green space along the banks of the Miami River.
S. Construction of the pedestrian walkways, bicycle paths and supporting seawall
along the length of the property all in conformity with the applicable zoning
rules and regulations and all federal, state, county and municipal regulations,
including, but not limited to the Miami Greenway Action Plan of April 2001
including its modifications and amendments according to any City of Miami
ordinances and/or resolutions.
6. Construction of the itemized improvements on the Budget Estimate attached as
Exhibit "B" to this Declaration.
7. The Foundation shall spend a minimum of $3,974,223, as per the specifications
of Exhibit "B," in site work, construction, utilities and maintenance for the
Property.
MIAMI 6402677.3 84195/87925
EXHIBIT "B"
OR BK Z30609 PG 1241
EAST PAGE
Marell 1201, 2013
River Landing CountyPareel Alternate 1
MIAMI, F1.
PREIJMINARY BUDGET ESTIMATE
Gress Sita Area (SF): 94,1100
VrcI DESCRIPTION OF WORK
SITE W ORK &JLr111TIES
General Rem.
Surveying, Loycdi, d Asb4lz
Sadimenlalign Control Font
Turbidly Sarder
Canabuolf" Entrance
Construction Gain. 20'-0°
Truck Wnsh SWm
Temporary Canslmcfl- Fence w! Scram
MalAlaln Temporary Consbucllmr Fmce
Demolition
Aephelt removal
concrete curb MMOval
Tree RemmUCleard grub
Ramnve Light Pale.fFeundnflona
Earth Work
Strip Topsail 0'-0" - Haul OWN
Rough Glade Sits
Stour+ Dralnace
Slane Drainage System
Saaltary Sewer '
smHery Seuar System
��""((a,Uirr Dlatrlbelfgn
Irdgadon service
Sita Etw0cal
Lighting: waters Edge
Lighting: Overhead
Sita imoreyerneRR(s
Rqu. eadsting eldewalk
Stamped -note paving wl wood alemaid
12' Slab162ad subgr®de
V Llmerack bass
SO4W sal Irpn W-enna0te
Tempemry sheet pI1'.ng
Pawetedng
LiUgtyl-tes (Diver)
Mabdename of Traffic- Existing Roadway as Access
Stmt piling, catenate mp, batter plea at new sea wal
Limesteda bouldam 11Aing now Sao we] (1dlaml-Dade 1gmn1)
Bond for bouldom, mstadal only (MiamWade rgnnl)
Site Fumishinos
Wellrvre3 Benches-WoodlM etaFOft
Pfatnw.117r.h Rerepfarlas
W-0 00 damp.
Metal Rating
Mlsc, FFE Designer
Landecaolnc a Irrinatlan
Landscaping -Large Palms
Land-ping.Tieea
Landsmping-ShmbstG=nd.v r
Landscaping -Sod
1ldgaggn
gubtntal C-tm.fi.h Coate
General C-2- - & Mark t,w
General Cm Mlona
Insuranea Program
Payment & Perlmm - Sand
Design Caagngeney
Cansbudm Owlingency
Carlk =40n Ma,agam Fe®
River Landing County Parcel Alternate 1
gMTY I UNIT I COST I TOTAL
1 Is
25,0D.Do
25,000
2,300 If
6.00
11,50
1,0011 ff
25.00
25,0D
2 ea
6.0D0.00
10,000
2 ae
1,20.0
2,400
1 ee
4,00.00
4,DD0
2,30 0
12.50
20,750
34g rah
23.ou
7,130
70,DDD at
0,17
11,DDD
1,316 InR
0.17
224
94,000 Sf
0.45
..BOB
5 ea
307.33
1,037
1,741 c/'
10.39
19,85T
10,444 W
1.63
17,024
1 allow
20,000.00
20,000
NIA
1 dam? 10.00,00 10,00
10 m
2,000.00
20,00
30 ea
4,UDO.gU
123,00
12,40 of
5.00
74,40
25,000 of
12,1)0
312,00
2,509 sy
4,60
13.,01
2.,650 6y
7.50
21,567
9DD If
360.D0
316,000
1 idw
250,D00.00
250,00
1 Is
15,000.00
15,00
i Is
10,000.D0
10,00
75D If
1,300.00
075,00
760 If
135.00
101,250
750 Ir
90.0
GfUDD
• 12 as
3,000.0
38,00
15 ea
1,409.00
21,00
3 Is
5,00.0
15,00
90D Inn
75.00
60,000
1 mw
75,00.0
75,0D
25 ea
3,760.00
93,753
40 ea
2,500.00
10,00
050 ee
65 -co
42,25[1
70,500 31
0.37
25,D05
04,0110 s1
0.45
42,300
3,222,223
400,01)1
40,01
32,001
1
2% 00,001
5% 200,001
E.Ii..0 Total•, zi r rE OF FLORIOA. COM' OF DADS 3,974,2
-- .4EREJ Y CERTIFY that this is a true copy Or the
,ngrnat luey m :Ors -!free On _ day of
JUL -_ D :D
NITNESS my - 1Seat.
4RVEYRIIVIA: '~ r4:r�rndandCeuntycouns
#ZOa144
TAMSHIA OLD
MIAMI 6402677.3 84195/87925
Exhibit "E"
IMPROVEMENTS
Development of improved bicycle and pedestrian connectivity in the streetscapes between the
Project's Riverwalk, University of Miami Medical Campus, and the Health District;
Development of improved bicycle and pedestrian connectivity in the streetscapes connecting to
Spring Gardens.
MIAMI 6402677.3 84195/87925