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9Bourn miann M- AmerieaCfty CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER - OFFICE MEMORANDUM 2001 To: The Honorable Mayor Stoddard and Members of the City Commission Via: Hector Mirabile, Ph.D., City Manager From: Lourdes Cabrera, Acting Planning Director (� Date: March 1, 2011 ITEM NO. Subject. f. Resolution of the Mayor and City Commission of the City of South Miami, Florida relating to the review and acceptance of the Annual Report of the 64 Development Corporation on their proposed mixed use development project located at 5966 -70 S. Dixie Highway; said report required by Section 27 of a Development Agreement executed between the City of South Miami and the South Miami Corporation by the adoption of Resolution No. 41- 08- 12638; and providing an effective date. PROJECT SUMMARY The City Commission at its June 5, 2007 meeting approved Resolution No. 97 -07 -12482 allowing 64 Development Corporation to construct a mixed use building on property in the SR (HD -OV) zoning district. The vacant site at 5966 -70 S. Dixie Highway contains 31,523 square feet and has sides facing three streets. The project is a mixed use (office / retail) four story building with an integrated parking structure. There will be 38,233 square feet of commercial office and 11,052 square feet of retail space. The applicant received approval for three special exceptions to modify regulations pertaining to lot coverage, building size, and location of curb cuts. DEVELOPMENT AGREEMENT Following a period of negotiations the developer and the City agreed to place covenants, conditions and terms into an independent Development Agreement which would be in effect for 10 years, which allows all zoning (special exceptions) to continue. The City Commission approved the Agreement on March 18, 2008 via Resolution No. 41- 08- 12638. The agreement was duly executed and recorded in the County registry of deeds on April 9, 2008 as required by Section 35 of the Agreement. The Development Agreement is attached. In addition to the Development Agreement a supplemental Right of Way Maintenance Agreement for the same project was also approved by the City Commission on May 20, 2008 via Resolution No. 80 -08- 12677. This agreement sets forth drainage and street improvements required for the project. ANNUAL REPORT REQUIREMENT The Development Agreement includes a requirement that the developer submit an annual report on the anniversary of the effective date (March 18, 2008) of the Development Agreement (Section 27). It is a status report showing that obligations have been met and that there has been compliance with the provisions of the Agreement. The report must be reviewed by the City Commission at a public meeting. The City Commission may accept the report or if there is a finding by the Commission that there has been a failure to comply with the terms of the Development Agreement, the Agreement may be revoked or modified by the City. 2011 ANNUAL REPORT The 2011 Annual Report was submitted to the City on February 16, 2011. The developer indicates in that construction ceased in May, 2009 due to the lender's financial problems. The developer further states that negotiations are underway in order to resume construction. The submitted Annual Report states that the developer has obtained all necessary permits and approvals. ADMINISTRATION RECOMMENDATION The Developer met with several City officials on November 10, 2010 to discuss continuing concerns regarding the existing condition of the site. In response to complaints about the appearance of the site the developer recently planted green sod along the SW 74`h Street side. In addition, at the November, 2010 meeting the developer stated that construction would begin within three months. The promise related to initiating construction made to City officials has failed to take place. Attached is a resolution concerning the 2011 Annual Report. Attachments: Draft Resolution Communication from Marcelo Fernandez, 2 -16 -11 Annual Report for 2011 Resolution No. 41 -08 -12638 and Development Agreement Resolution No.80 -08 -12677 and ROW Agreement LCH /SAY X.IComm ltemsl201113 -1 -11164 Development Project Annual Rep (2011) CMreport.wbk 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 RESOLUTION NO. A Resolution of the Mayor and City Commission of the City of South Miami, Florida relating to the review and acceptance of the Annual Report of the 64 Development Corporation on their proposed mixed use development project located at 5966 -70 S. Dixie Highway; said report required by Section 27 of a Development Agreement executed between the City of South Miami and the South Miami Corporation by the adoption of Resolution No. 41- 08- 12638; and providing an effective date. WHEREAS, the City Commission at its June 5, 2007 meeting approved Resolution No. 97 -07 -12482 allowing 64 Development Corporation to construct a mixed use (office / retail) four story building with 38,233 square feet of commercial office and 11,052 square feet of retail space located at 5966 -70 S. Dixie Highway in the SR (HD -OV) zoning district; and WHEREAS, the City Commission approved a Development Agreement for the project on March 18, 2008 via Resolution No. 41- 08- 12638. which agreement was fully executed and was recorded in the County registry of deeds on April 9, 2008 as required by Section 35 of the Agreement; and WHEREAS, the City Commission approved a Right of Way Maintenance Agreement for the project on May 20, 2008 via Resolution No. 80 -08 -12677 which agreement sets forth drainage and street improvements required for the project ; and WHEREAS, the Development Agreement includes the requirement (Section 27,) that the developer submit an annual report 30 days before the anniversary of the effective date which report is a status report showing that obligations have been met and that there has been compliance with the provisions of the Agreement.; and WHEREAS, the 2011 Annual report was submitted to the City on February 16, 2011 from Marcelo Fernandes, Vice President of the 64 Development Corporation said report concluding that all of the obligations set forth in the Development Agreement are met and that due to economic and market considerations the project has not been completed; and WHEREAS, the annual report in accordance with the Development Agreement must be reviewed by the City Commission at a public meeting and the City Commission may accept the report or if there is a finding by the Commission that there has been a failure to comply with the terms of the Development Agreement, the Agreement may be revoked or modified by the City. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Section 1. The 2011 Annual Report submitted by the 64 Development Corporation on their proposed mixed use project located at located at 5966 -70 S. Dixie Highway as required by Section 27 of the Development Agreement is accepted. Section 2. This resolution shall be effective immediately upon being approved. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 PASSED AND ADOPTED this ATTEST: CITY CLERK 2 day of 12011 APPROVED: MAYOR READ AND APPROVED AS TO FORM AND SUFFICIENCY: CITY ATTORNEY X: \Comm Items\201 t \3- 1 -11 \64 Devel Agree Annual Report 2011 Resolution.doc Commission Vote: Mayor Stoddard: Vice Mayor Newman: Commissioner Palmer: Commissioner Beasley: Commissioner Harris: 64 DEVEGOPMAENT CORP. February 16, 2011 HAND DELIVERED City of South Miami Zoning Director Sanford Youkilis 6130 Sunset Drive South Miami, FL 33143 Re: Resolution NO.: 41 -08- 12638; 5966 S. Dixie Highway Dear Mr. Youkilis, As per the requirements set forth in the above referenced Resolution, enclosed please find the annual report updating you on the status of the project located at 5966 S. Dixie Highway. Please contact me if you have any questions regarding this report. andes it Cc: Tucker Gibbs ;3 ;h a -in ��a d, „a 7440 SW 50TIl TERRACE, SUITE 109 MIAMI, FLORIDA • 33155 PHONE: 305 - 663 -1293 • FAX: 786- 363 -4336 WEB SITE: OXFORDUNIVERSAL.COM An Item by Item review is detailed below as requested per section 27 of the Agreement: Development Conditions as outlined in Section 8 of the Contract: (a) The Company shall meet all applicable building codes, land development regulations, ordinances and other laws. UPDATE: COMPLETED - Permits have been attained from the following City of South Miami departments: Building and Zoning Public Works Miami Dade DERM Miami Dade WASA All permits meet the applicable codes and ordinances All permits are in good standing (b) The Company shall adhere to the requirements of all permits for the project. UPDATE: IN PROGRESS: Construction was progressing smoothly until May 2009 when the construction lender for the project experienced, funding problems. The construction has ceased since May 2009. The site is being maintained secured and clean. New construction financing has been attained and developer is currently negotiating with original lender and all lien holders to be able to resume construction. A meeting was held with Company's principles and City officials in November of 2010 to review the condition of the site. It was agreed that the site was in compliance with all requests from the City's code enforcement department. New sod was planted in the Page 1 of 7 right-of-way a0ong SW 74 St 4o improve the visual appearance below after the improvement was made. Page 2 of 7 (c) The Company shall develop the project in conformance with the parameters set forth in this agreement. UPDATE: IN PROGRESS: Construction was progressing smoothly until May 2009 when the construction lender for the project experienced funding problems. The construction has ceased since May 2009. The site is being maintained secured and clean. (d) The Project shall be consistent with the site plan submitted with the special exceptions incorporated herein. UPDATE: IN PROGRESS: Construction was progressing smoothly until May 2009 when the construction lender for the project experienced funding problems. The construction has ceased since May 2009. The site is being maintained secured and clean. (e) The Company shall provide the Department of Planning with a temporary parking plan, including an operational plan, which addresses construction employee parking during the construction period, said plan shall include an enforcement plan and shall be subject to the review and approval by the planning director prior to the issuance of any building permits and shall be enforced during construction activity. UPDATE: COMPLETED - A Detailed construction staging plan has been submitted to the City of South Miami and 6s currently being adhered to. f) All conditions imposed by the City Commission as part of its approvals of the special exceptions referenced herein shall be incorporated in this Development Agreement. UPDATE: COMPLETED -AIL conditions established by the City Commission have been incorporated into this Agreement and are being adhered to. Page 3 of 7 g) The Company shall fund and implement traffic calming improvements along streets abutting the property. These improvements shall be set forth in detail in the agreement with the City referenced in paragraph 5 herein. UPDATE: IN PROCESS: A permit has been attained from the City of South Miami Public Works department which details all the traffic calming improvements as requested. h) The Company shall cooperate with the City and implement the conditions for the development of the Project as set forth in the conditions of the special exception approvals as well as in this agreement. UPDATE: IN PROCESS: All permits attained have been in full compliance with all the approved special exceptions and conditions in this agreement. i) The Company shall present for Department of Planning approval a landscape plan for the Project. No building permit shall be issued to the Company for the development of the Property prior to the City approval of the landscape plan. All proposed landscaping within the right -of -way abutting the property shall be submitted to the Public Works Department for review. The Company agrees to maintain the landscaping and accompany irrigation in perpetuity. UPDATE: IN PROCESS —A complete landscape plan has been submitted and a permit has been attained for the landscaping of the project. Landscaping improvements have not yet begun. j) The Company shall use brick or concrete pavers along the Property's frontage along US -1. Page 4 of 7 UPDATE: lK PROCESS - Permits have been attained to include a decorative concrete design along the frontage of the project. The construction of this item has not yet begun k) The building's parking shall be available to the general public for public parking during the evenings and weekends subject to the Company's right to designate the hours of operation and parking rates. UPDATE: This will be implemented upon completion of the project. 1) The Company shall develop an incentive program to promote the use of Metro -rail by all employees during peak hours. UPDATE: This will be implemented upon completion of the project. m) The Company in cooperation with the South Miami departments of Public Works and Planning shall erect directional signs and traffic directional structures in the exits of the parking garage and within the public right -of -way to guide exiting traffic away from abutting neighborhood roads to US -1 during peak hours. UPDATE: IN PROCESS: A permit has been attained from the City of South Miami Public Works department which details all these directional elements as requested. Constructionunder this permit has begun. n) The Company shall coordinate with the South Florida Commuter Services to promote carpooling. UPDATE: This will be implemented upon completion of the project. Page 5 of 7 Dist of Current Permits that have been attained: Permit Type issued By Drainage FDOT Landscaping on State Road Right of Way FDOT Temp Fence FDOT Access FDOT DERM Class V Dewatering DERM New Office Building Permit City of S. Miami Tree Removal Permit City of S. Miami Temp Electrical City of S. Miami Plumbing Permit City of S. Miami Temp. Portable Bathroom (Friendly John) City of S. Miami Water Main Extension Permit Fl. Dept. of Health Demolition Permit City of S. Miami Dist of status of Current Permits: Water Main Extension — work completed at site. Finalizing permit DERM — Class V dewatering — work completed and permit closed New Office Building Permit — Active — extension approved by Building Dept Temp Electrical — Active Plumbing Permit —Active Temp Port. Toilet — Closed Demolition Permit — work completed — permit closed Page 6 of 7 Photograph of the s teo This photograph was taken immediately upon construction activity ceased at the site. Since then the crane and barricades have been removed. Along SW 74 Street the asphalt has been patched where work was completed and the striping has been restored to its original condition. Page 7 of 7 ��..� iit iVi :`4. Fr rRr, r, 4 /20,.E Hill (� [°'i. it lE` eiil IF .lr .fJn:...�r _ilF lra RESOLUTION N0. 41-08-12638 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA ADOPTING AN AGREEMENT BETWEEN THE CITY OF SOUTH MIAMI AND 64 DEVELOPMENT CORPORATION SETTING FORTH COVENANTS, TERMS AND CONDITIONS APPLICABLE TO A PROPOSED FOUR STORY MIXED USE BUILDING TO BE CONSTRUCTED ON PROPERTY LOCATED AT 596670 S.DIXIE HIGHWAY; AND PROVIDING AN EFFECTIVE DATE WHEREAS, in 2006 the 64 Development Corporation received approval to construct a building on property in the SR (HD -OV) zoning.district at 5966 -70 S. Dixie Highway; said project to be a mixed use (office /, retail) four story building with an integrated parking structure containing 38,233 square feet of commercial office and 11,052 square feet of retail space; and WHEREAS, the City Commission at its June 5, 2007 meeting adopted Resolution No. 97 -07- 12482 approving a site plan, three special exceptions and a condition that an agreement be implemented setting forth all of the responsibilities and commitments by both the City and the developer pertaining to the project; and WHEREAS, a working agreement between the City and 64 Development Corporation has been prepared; and NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND THE CITY COMMISSION OF THE CITY OF SOUTH 1YIIAMII, FLORIDA: Section 1 That an Agreement, attached as Exhibit "A" and dated March 18, 2008 between the City of South Miami, Florida, and the 64 Development Corporation pertaining to the construction of a building on property in the SR (HD -OV) zoning district at 5966 -70 S. Dixie Highway; said project to be a mixed use (office / retail) four story building with an integrated parking structure containing 38,233 square feet of commercial office and 11,052 square feet of retail space is hereby approved. Section 2. This resolution shall be effective immediately after the adoption hereof. PASSED AND ADOPTED this 18, day of March 2008 ATTEST: APPROVED: CLERK / YOR Commissio ote: READ AND APPROVED AS TO FORM: Mayor.Fetiu: !' Vice Mayor Beasley Commissioner Wiscombe: Commissioner Palmer: Commissioner Beekman: CITY ATTORNEY Attachment: Exhibif'A" Agreement X: \Comm Items\2000-18 -08 0evelopment Agreement 64 Devel Corp.Resol doc 5 -0 Yea Yea Yea Yea Ye a k� EXHIBIT "A` AGREEMENT FLORIDA BETWEEN THE CITY OF SOUTH MIAMI, AND 64 DEVELOP14ENT CORPORATION THIS AGREEMENT ( "Agreement ") is made as of March § , 2008 by and between THE CITY OF SOUTH MIAMI, FLORIDA a municipal corporation ( "City ") and 64 DEVELOPMENT CORPORATION ( "Company ") or its assignee. RECITALS WHEREAS, the city commission of the City of South Miami desires to insure that the development of property within the City of South Miami conforms with the city's comprehensive plan and land development regulations and that said development is in the best interests of the citizens of South Miami and therefore permits the consideration and the adoption of this agreement; and WHEREAS, the Company owns approximately a parcel of property approximately 31,523 square feet in size, zoned SR(HD -OV), located at 5966 -10 S. Dixie Highway described in Exhibit "A," (the "Property "); and WHEREAS, the Company desires to construct a mixed use development encompassing a four story building for retail and office use as described in Exhibit "B," (the "Project ") in the Hometown District Overlay Zone within the City of South Miami; and WHEREAS, the Company submitted Application No. PB -06- 033 requesting approval for three special exceptions for lot coverage, maximum building square footage, and curb cuts necessary to construct the Project; and Page 1 of 16 WHEREAS, the City Commission has determined that in order to mitigate possible impacts of the proposed project on the surrounding neighborhood that the Company shall comply with the conditions set forth in this Agreement; and WHEREAS, the Company and the City of South Miami Public Works Department will enter into an agreement to address in detail the Department related issues. NOW, THEREFORE, in consideration of the above recitals and the following covenants, terms and conditions the receipt and sufficiency of which are expressly acknowledged, the City and Company covenant and agree as follows: 1. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated herein by this reference. 2. Property. The Company owns the property as described in Exhibit "A ". This property shall be deemed to be one unified parcel and is subject to the unity of title pursuant to the requirements of sections 20.7.30 and 20- 5.14 of the City Land Development Code (the "LDC ") attached hereto as Exhibit "C ". 3. Effective Date; Duration of Agreement. This agreement shall become effective upon execution and shall be recorded in accordance with paragraph 35 of this Agreement. The maximum period for this Agreement permitted under Florida Statute 163.3229 shall be ten (10) years from the effective date unless extended by mutual consent of all Page 2 of 16 legal and equitable owners of the Property and the city upon approval at a public hearing. 4. Use of Property. The property described in Exhibit "A" is to be utilized for the project described in Exhibit "B ": a mixed use office and retail project. The proposed building shall not exceed four stories or a maximum height of fifty six feet. The overall development of the property shall be conducted in accordance with the approved site plan on file at the City. 5. Public Facilities Serving the Project. In order to enhance public facilities in the City of South Miami, and to address the impacts of the proposed development on the adjoining neighborhood, the Company agrees to enter into a subsequent agreement with the City to provide improvements in compliance with Section 20 -4.1 of the LDC, including roadway, sanitary sewer and solid waste, prior to the issuance of a certificate of occupancy. However, the City may issue a temporary certificate of occupancy to the Company if the Company has begun the work at issue and posts a bond to insure the completion of the work. 6. Concurrency. The City of South Miami has determined that the Company's performance under the Agreement satisfies the concurrency requirements, as delineated in Section 20 -4.1, City Code. By execution of this Agreement, the City acknowledges that the application for site plan approval meets all concurrency regulations enumerated in Section 20 -4.1 of the City Code, and that the site plan application and this Agreement are consistent with the City's Comprehensive Plan and Land Development Regulations. Page 3 of 16 7. Permits. The permits preliminarily identified as necessary for development of the project are described as follows: (a) Special Exception to permit 26,833 square feet floor area at the ground floor. (b) Special Exception to provide 85% +/- lot coverage. (c) Special Exception to provide an additional curb cut along the property's frontage on S.W. 59th Court. S. Development Conditions. The following conditions shall apply to the development of the project: (a) The Company shall meet all applicable building codes, land development regulations, ordinances and other laws. (b) The Company shall adhere to the requirements of all permits for the project. (c) The Company shall develop the project in conformance with the parameters set forth in this agreement. (d) The Project shall be consistent with the site plan submitted with the special exceptions incorporated herein. (e) The Company shall provide the Department of Planning with a temporary parking plan, including an operational plan, which addresses construction employee parking during the construction period, said plan shall include an enforcement plan and shall be subject to the review and approval by the planning director prior to the issuance of Page 4 of 16 any building permits and shall be enforced during construction activity. f) All conditions imposed by the City Commission as part of its approvals of the special exceptions referenced herein shall be incorporated in this Agreement. g) The Company shall fund and implement traffic calming improvements along streets abutting the property. These improvements shall be set forth in detail in the agreement with the City referenced in paragraph 5 herein. h) The Company shall cooperate with the City and implement the conditions for the development of the Project as set forth in the conditions of the special exception approvals as well as this agreement. i) The Company shall present for Department of Planning approval a landscape plan for the Project. No building permit shall be issued to the Company for the development of the Property prior to the City approval of the landscape plan. All proposed landscaping within the right -of -way abutting the property shall be submitted to the Public Works Department for review. The Company and its successors agree to maintain the landscaping and accompanying irrigation. j) The Company shall use brick or concrete pavers along the Property's frontage along U.S. -l. k) The building's parking shall be available to the general public for public parking during the evenings and weekends subject to the Company's Page 5 of 16 right to designate the hours of operation and parking rates. 1) The Company shall develop an incentive program to promote the use of Metro -Rail by all employees during peak hours. m) The Company in cooperation with the South Miami departments of Public Works and Planning shall erect directional signs and traffic directional structures in the exits of the parking garage and wi,thin the public right of way to guide exiting traffic away from abutting neighborhood roads to U.S. 1, during peak hours. n) The Company in cooperation with the South Miami departments of Public Works and Planning shall install traffic calming devices within the abutting public right of way to assist in the movement of traffic away from the adjacent residential neighborhood and to U.S.1 during peak hours. o) The Company shall coordinate with the South Florida Commuter Services to promote carpooling. 9. Consistency with City of South Miami Comprehensive Plan and Land Development Regulations. The city has adopted a Comprehensive Plan and Land Development Regulations in accordance with Chapter 163, Part II, Florida Statutes. The city finds that the project is consistent with the city's comprehensive plan and the city's land development regulations. The project, a mixed use retail and office development, as set forth herein, is consistent with the "Mixed -Use Commercial /Residential (Four Story)" designation on the future land use map, and the HD -OV zoning district Page 6 of 16 on the Official Zoning Atlas of the City of South Miami. Goal 2 of the Future Land Use Element identifies the defines the home town district which consists of the "Hometown District Overlay Zone," as defined in Article VII, sections 20 -7.1 through 20 -7.52 of the city's land development regulations. 10. Vesting. As long as the development on the Property is in compliance with this Agreement, and all applicable laws, ordinances, codes and policies in existence at the time of the execution of the Agreement as well as other requirements imposed by the City Commission .upon the ratification of the site plan approval on the Property, the Property shall not be the subject of a down zoning application by the City and shall not be subject to any development moratorium, referenda action, ordinances, policies, or procedures enacted by the City that limits the development contemplated by this Agreement and depicted in the site plan. Any failure by this Agreement to address a particular permit, condition, term or restriction shall not relieve the Company of the necessity of complying with the law governing said permitting requirements, conditions, terms or restrictions. 11. Permits, Conditions, Terms and Restrictions not Addressed. The failure of this agreement to address a particular permit, condition, term or restriction shall not relieve the Company or the city of the necessity of complying with the law governing said permitting requirements, conditions, terms, or restrictions. Page 7 of 16 12. Duration of Permits. The Company acknowledges that this agreement does not extend the duration of any permits or approvals. 13. Law Governing Development ordinances, policies and procedures Miami concerning development of the existence as of the execution of govern the development of the properi the term of this agreement No ordinances, policies, or procedures property except as provided by law. of the Property. The of the City of South property that are in this agreement shall :y for the duration of subsequently adopted shall apply to the 14. Termination. Prior to commencement of construction of the Project, this agreement may be terminated by mutual written consent of the city and Company, subject to the terms and conditions herein. Either party may terminate this Agreement if the other party commits or allows to be committed any material breach of this Agreement. A "material breach" of this Agreement shall include, but not be limited to, a failure of either party to perform any material duty or obligation on its part for any thirty (30) consecutive day period. Neither party may terminate this Agreement on grounds of material breach of this Agreement unless it has provided written notice to the other party of its intention to declare a breach and to terminate this Agreement (the "Notice to Terminate ") and the breaching party thereafter fails to cure or take steps to substantially cure the breach within sixty (60) days following the receipt of such Notice to Terminate, with the exception of monetary breaches which shall be cured within thirty (30) after receipt of notice. Page 8 of 16 15. Assignment. This Agreement may not be assigned by the Company except to an affiliated entity, without the prior written consent of the City. Subject to the preceding sentence this Agreement shall be binding upon the successors, assigns, and representatives of the parties hereto. An affiliated entity is an entity of which 64 DEVELOPMENT CORPORATION or a majority of its shareholders, directly or indirectly owns at least 51% of the beneficial interest. 16. Work Force. The Company agrees to use its best efforts to enhance job opportunities for local citizens in connection with the project. To that end and in order to maximize job opportunities for applicants from South Miami, the Company shall send notice to the Community Redevelopment Agency Director of the City of South Miami, or a substitute designee by the City Manager, regarding employment opportunities related to any (1) construction work on the Property, (2) temporary or permanent maintenance work on the Property, or (3) proposals for leasing of retail space or employment opportunities associated with retail space located on the Property. 17. Joint Preparation. This agreement has been drafted with the participation of the city and Company and their counsel, and shall not be construed against any party on account of draftsmanship. 18. Binding Effect. The burdens of this agreement shall be binding upon, and the benefits of this agreement shall inure to, all successors in interest to the parties of this agreement. Page 9 of 16 19. Captions and Headings. Paragraph headings are for convenience only and shall not be used to construe or interpret this agreement. 20. Applicable Laws, Jurisdiction, and Venue. This agreement shall be governed by and interpreted, construed, and enforced in accordance with the laws of Florida without regard to principles of conflicts of law. Venue for any litigation pertaining to the subject matter hereof shall be exclusively in Miami -Dade County Florida. 21. Enforcement. In any litigation arising out of this agreement, the prevailing party shall be entitled to recover its costs and attorneys fees. Attorney's fees payable under this paragraph shall not exceed 250 of the amount of damages awarded to the prevailing party and no party shall be entitled to pre - judgment interest. In any. injunctive or other action not seeking damages under this paragraph, legal fees may be awarded in the discretion of the court, but shall be reasonable and shall not exceed an hourly rate of $300.00 per hour. 22. Inspection. Nothing in this Agreement shall be construed to waive or limit the City's governmental authority as a municipal corporation and political subdivision of the State of Florida. The Company therefore understands and agrees that any official inspector of the City of South Miami, or its agents duly authorized, have the right to enter, inspect and investigate all activities on the premises to determine whether the Property complies with applicable laws including but not limited to building and zoning regulations and the conditions herein. Page 10 of 16 23. Authorization to Withhold Permits and Inspections. In the event the Company is obligated to make payments or improvements under the terms of this Agreement and such payments are not made as required, or such improvements are not made as required, in addition to any other remedies available, the City of South Miami is hereby authorized to withhold any further permits on the portion of the Property failing to comply with this Agreement, and refuse any inspections or grant any approvals, with regard to that portion of the Property until such time this Agreement is complied with. 24. Representations of the Company. The Company represents to the City as follows: (a) The execution, delivery and performance of this Agreement and all other instruments and agreements executed in connection with this Agreement have been properly authorized by the Company and do not require further approval by Company. (b) This Agreement has been properly executed, and constitutes the Company's legal, valid and binding obligations, enforceable against Company in accordance with its terms. (c) There are no actions, suits or proceedings pending or threatened against or affecting the Company before any court or governmental agency that would in any material way affect Company's ability to perform this Agreement. (d) The Company shall not act in any way whatsoever, directly or indirectly, to cause this Page 11 of 16 Agreement to be amended, modified, canceled, or terminated, except pursuant to its express terms, and shall take all actions necessary to ensure that this Agreement shall remain in full force and effect at all times. (e) The Company has the financial capacity to pay or advance to the City all fees and payments as required under this Agreement. 25. Severability. In the event that any of the covenants, agreements, terms, or provisions contained in this agreement shall be invalid, illegal, or unenforceable in any respect, the validity of the remaining covenants, agreements, terms, or provisions contained herein shall be in no way affected, prejudiced, or disturbed thereby. 26. Waivers. No failure or delay by the Company or the City to insist upon the strict performance of .any covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy consequent upon the breach thereof, shall constitute a waiver of any such breach or any subsequent breach of 'such covenant, agreement, term or condition. No covenant, agreement, term, or condition of this Agreement and no breach thereof shall be waived, altered or modified except by written instrument. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 27. .Annual Report and Review. It shall, be the responsibility of the Company to submit an annual report to Page 12 of 16 the City. This agreement shall be reviewed annually on the anniversary of the effective date of this agreement. The Company, or its assign, shall submit an annual report at least 30 days prior to the annual review date. This report shall contain a section -by- section listing of what obligations have been met and the date finalized, as good faith compliance with the terms of the agreement_ The city commission shall review the annual report at a public meeting. If the City Commission finds, on the basis of substantial competent evidence, that there has been a failure to comply with the terms of the Agreement, the Agreement may be revoked or modified by the City. The obligation to submit an annual report shall conclude upon the date on which the agreement is terminated. 28. Notices. Any notices or reports required by this agreement shall be sent to the following: For the City: City Manager City of South Miami 6130 Sunset Drive South Miami, Florida 33143 Copy to: Planning Director Planning and Community .' Development Department City of South Miami 6130 Sunset Drive South Miami, Florida 33143 For the Company: 64 DEVELOPMENT CORPORATION Attn: Marcelo Fernandes 4311 Ponce De Leon Boulevard Coral Gables, Florida 33146 Copy to: W. Tucker Gibbs, Esq. 215 Grand Avenue Coconut Grove, Florida 33133 Page 13 of 16 29. Exhibits. All exhibits attached hereto contain additional terms of this agreement and are incorporated herein by reference. 30. Amendment. This agreement may be amended by mutual written consent of the city and Company so long as the amendment meets the requirements of the act, applicable city ordinances and Florida law. 31. Entire agreement. This agreement represents the entire agreement and no prior or present agreements or representations shall be binding upon either the city or Company, unless specifically incorporated herein by reference, whether such prior present agreements have been made orally or in writing. Each party affirmatively represents that no promises have been made to that party that are not contained in this Agreement, and the Exhibits, and stipulates that no evidence of any promises not contained in this Agreement, and the Exhibits, shall be admitted into evidence on its behalf. This Agreement shall not be supplemented, amended or modified by any course of dealing, course of performance or uses of trade and may only be amended or modified by a written instrument duly executed by officers of both parties. 32. Third Party Beneficiary. This Agreement is exclusively for the benefit of the parties hereto and their Affiliates. and it may not be enforced by any party other than the parties to this Agreement and shall not give rise to liability to any third party other than the authorized successors and assigns of the parties hereto. Page 14 of 16 33. Periods of Time. Whenever any. determination is to be made or action is to be taken on a date specified in this Agreement, if such date shall fall on a Saturday, Sunday or legal holiday, then in such event said date shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 34. Counterparts., This Agreement may be executed (including by facsimile) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 35. Recordation. Within 20 days after the Agreement has been signed by both the Company and the City, the Applicant shall cause a copy of the Agreement to be recorded at the Applicant's expense in the registry of deeds in Miami -Dade County. PASSED AND DULY ADOPTED by the c'ty commission of the City of South Miami, Florida, this day of March, 2008. SIGNATURES ON FOLLOWING PAGE Page 15 of 16 ATTEST: C ATY �CL E R / r READ AND APPROVED AS TO FORM: f f ( 5 I Y ATTORNEY APPROVED: AGREED TO this RAday of March, 2008. Witnesses: 64 DEVELOPMENT `` n I rig Preside P int Name�tl2.fl1(i��te 5 1 Print Name ,nm. STATE d THEREBY WOW W STATE OF FLORIDA ) oESS HARVEY COUNTY OF MIAMI -DADE ) BY—, TION !h otYi9ct�heon tthtI. YAoDfr Atha y a LORIDA, Ct" C AD0 The foregoing instrument was ackfiowledged before me this �___dr� -. 2008 by MCi((_ej'O �ti)cd� who is e.rsonally known to me or who produced as identification, on behalf of the corporation. °usuc - sTaor FLOMA Tema R. Traad My coafoRission expires: '-Coma im: #DD644362 /}—,( —'_ _ 'Is: nBB. 26,201i 1 / 1 ! /,( tom' ...,.,..� .. ,..,.v,,,;, BORING co, Jxc. Page 16 of 16 BOOK 264±7 PAGE 2IP59 LAST PAGE RESOLUTION NO. 80 -08 -12677 A RESOLUTION OF THE+ MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WrIH 64 DEVELOPMENT CORPORATION, A FLORIDA CORPORATION, FOR DISCHARGING ONSITE DRAINAGE (STORMWATER) INTO OFFSITE DRAINAGE FACILITES TO BE CONSTRUCTED AND MAINTAINED BY 64 DEVELOPMENT CORPORATION IN PERPETUITY; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Mayor and City commission wishes to encourage development,' infrastructure Improvements and utilities maintenance within the City of South Miami; and, WHEREAS, the Owner of 64 Development Corporation is requesting to construct off -site drainage facilities on the City's right -of -way abutting the property and to maintain the facility; and, WHEREAS, the address of the property is 5966 South Dixie, South Miami, Florida 33143; and, WHEREAS, the right -of -way is located on SW 741h Street from SW 615 Avenue to SW 591r Court, all pursuant to the plans and specifications. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1: That the Mayor and City Commission authorize the City Manager to execute the Right -of Way Maintenance Agreement. Section 2: The maintenance agreement must be recorded and the recording fee shall be paid by 64 Development Corporation. Section 3. The attached Right -of Way Maintenance Agreement is made part of the resolution. PASSED AND ADOPTED this a 0 day of i�' 2008. ATTEST: CWYCLERK / r READ AND APPROVED AS TO Nagin_GOop & Figueredo, P.A., Office of City Attorney APPROVED: 'MAYOR �� n A COMMISSION VOTE: 4 -0 Mayor Feliu: Yea Vice Mayor Beasley: Yea Commissioner Wiscombe: Yea Commissioner Palmer: absent Commissioner Beckman: Yea FRECORDERSNOTE lbfllry of wri8ng, ryOng or p;inling actory In US dorument;6fl received �a l 111HINH MIR11(11'111H111 019RRE CFI! 200880169726 Oft EK 2'419 Pss 2951 - 29U'r (9u2,.0 RECORMD 06f1)?/2008 10=27,30 HARVEY RtMIP CLERK OF COUR:Ts MIAMI: —DARE COUNT'(r FORMA RIGHT OF WAY MAINTENANCE AGRELrNIENT BETWEEN CITY OF SOUTH MIAMI AND 64 DEVELOPMENT CORPORATION Whereas, Owner has requested, and the City has agreed, subject to the terms and conditions in this Agreement, to grant Owner the right to construct off-site drainage facilities on the City's right -of way abutting the property as described below; and, Whereas, the address of the property is located at 5966 South Dixie, South Miami, Florida 33143; and, Whereas, the right -of -way is located on SW 74th Street, between SW 61st Avenue and SW 59`i' Court, all pursuant to the plans and specifications; and, Whereas, the drainage improvements ( "drainage improvements ") consist of drain fields into which drainage from the property shall flow; and, Whereas, the drainage plans and specifications for the property prepared by Pistorino &. Alain Consulting Engineers have been approved by the City and Owner ( "plans and specifications"). ,_� Now, therefore, this Agreement is entered into this atoday ofMN 2008, by and between the City of South Miami, Florida, a Florida municipal corporation, and 64 Development Corporation, a Florida Corporation, for itself and for its successors, assigns and heirs (Owner), in and for the consideration of ten dollars ($10.00) and the mutual covenants contained in this Agreement, the receipt and legal sufficiency of which is acknowledged by both parties. 1. WHEREAS CLAUSES 1.1. The above whereas clauses are incorporated into this Agreement. 2. LEGAL DESCRIPTION OF THE PROPERTY AND RIGHT -OF -WAX The property which is bound by this Agreement is legally described as: LEGAL MSCMMON+ � PARJ(. Ai /� LOTS 9 AND 10 AND THE PAST 10.0 FEET Of THE SOUTH 95.55 FEET OF LOT 8, BLOM 2, °AMENDED FLAT OPTNE SOr.(IVOFF GLIBDIVI5LON1, ACOOMNG TO THE PLAT THEREOF, A5 RECORDED IN RAT BOOK 7, AT PAGE 1 1, OFTHE PUBLIC RWORDB OF MM -DAVE COUNTY, FLORIDA, Awl ALL OF LOT C AND THAT PORTION OF LOT 8 VESM8ED AS FOLLOWEii 550INNNG AT THE 52UTHVr=5TERLY COZAIER OF LOT G. THENCE 56ll1 H 30.34 rwr. Trium EA r 64,94 rur, imrNcE NORTH 30.84 F=P, - THENCE NORTNV>'ES7MY41.5 rmn THENCE SCUT I MSTMLY 50.0 FEET TO Mir ORIGINAL POINT OP GCGINNING, ALL LANG IN BLOCK 2. Or -THL' AMENDED PLAT Or SOLOVOFF SUBWASION, A5 RECORDED IN FLAT 500K 7, AT PAGE I I OF THE PUSUC RECORD5 OF MIAMI -DADS COUNTY; tTARtM F'A1a018e ALL OF LOT 5, BLACK 2, '5CM=rr5 BUBOIVIBION -, AS RCcORAEP IN FLAT DOM 7, AT FAGC 1 1, AND TND 50UTNW ®T 15.0 FEET OF LOT 4 "10115 THE STRIP MO FEET VADE AND 1 10.0 FEET LONG A'7JCNNNG LOT '..-1 OF SAID BLOCK 2: AND ALL OP LOT 8, BLOCK 2. Faltia 1 TFrE EAST 10.0 FM THEREOF, AND EXCEPT TNF FO11OW.N0 PESCRJBEP FORVON, BMNNING ATTHE SOURIMST CORNER OFSAID LOTB! THENCE RUN EASTERLYALONG THE SOUTH LINE, 64,eG f=i THENCE NORTHW55TMLY PARALLM 70 THE WE5T LNE OF SAID LOT 8 FOR 30.34 FMT; THENCE NORRIMTMY ON A PRODUCT70H OF THE .NORTHEASTERLY LINE OF LOT 6, A M57ANCE OP 41.ED PEEP 70 THE DIVIDING LINE BETWEEN TATS 8 AND 6, THENCE ALONG THE D1Vr41NG UNE B£TVJt7iN Idt758 ANO 6, SDUTHNR5' TL'RLY 50.0 FEET SO THE NORT}Kkr�"iTERLY COp31EYL OF LAT S; THENCE 3OL RIMLY 50.541 H r TOME' 1`01 NT OF BEGINNING, AL LOCATED IN '501OV01; 3 SUW1Vi51ON7. A:GOROING 70'M E AMCNDrD rLATTHCRCOF, A5 RMORDCD IN FIAT BOOK 7, AT rAGC 1 1, O° THC PUBLIC 1S=R7S OF MIAMI -DAVE COUIdrY, FLORIDA Page 1 of 8 M SUBJECT TO: 2.1 All rights, reservations, restrictions, Iimitations and easements of record and all zoning ordinances, restrictions, prohibitions and other requirements imposed by governmental authorities, without reimposing the same. 2.2 The right -of -way upon which the drainage improvements are to be constructed and maintained by 64 Development Corporation, is legally described as follows: SW 74th Street, between SW 61" Avenue and SW 59 °i Court, all pursuant to the plans and specifications. 3. DRAINAGE IMPROVEMENTS 3.1 Owner shall construct the drainage improvements on the above - described right -of -way consistent with the plans and specifications which were prepared by Pistorino & Alam Consulting Engineers, dated Yi ( aS 2008, and which were approved by the City on i�i� 2008, and as they amended and approved by the City and Owner fiom thine to nne. 3.2 Owner small satisfy all state, county and City plan review, permitting and construction standards, including, but not limited to, limiting the location where drainage trenches can be installed and specifying the standards for drainage system construction. 3.3 Owner shall maintain the drainage improvements in good repair at all times, at its sole expense, and prevent the drainage improvements fiom becorning traffic and pedestrian hazards, In the event the drainage improvements cannot be repaired owner shall promptly submit plans and upon approval by the city and regulatory agencies replace and install at its cost a new drainage system. The Owner shall be entitled to enter the right -of -way as necessary to perform necessary maintenance, subject to standard permit requirements. The City shall have the right, but not the obligation, to repair the drainage improvements upon giving the Owner 30 -days written notice of any necessary repairs, and Owner's failure to perform the repair within an additional 30- day period. The cost of repair shall be charged to and shall be reimbursed by the Owner within 30 days of receipt of the invoice fiom the City. 3.4 Owner shall have the right to enter the right -of -way for the purpose of constructing and maintaining the drainage improvements. Owner shall secure necessary permits fi-om the City to perform the work and shall notify the Public Works Department of its work schedule and work plans, 4. RESERVATION OF RIGHTS Page 2 of 8 4.1 The City reserves the right to enter upon the right -of -way at any time for any municipal purpose, including, but not Iimited to, clearing accidents, maintaining the right -of- way, and placement of telecommunication cables and equipment. The City, or its agents and licensees, and independent contractors, shall disturb the drainage improvements as little as possible to accomplish the municipal purpose, and shall make any and all repairs resulting therefrom. 5. CORRECTION OF UNSAFE CONDITION 5.1 The drainage improvements shall be maintained in a safe condition at all times by Owner. In the event the City determines that an unsafe or dangerous condition exists in the right -of -way which is caused in whole or in part by the failure to maintain or to restore the improvements, the City has the right, after giving the Owner 30 -days written notice, to cure, repair, correct or modify the drainage improvements and the affected right -of -way at the Owner's expense. 5.2 If the City determines that the unsafe or dangerous condition is of an emergency nature, which threatens public safety or damage to property, it may take immediate action to remedy the situation. The City shall give notice of the emergency condition and the corrective action to the Owner as soon as is practicable. 6. INDEMNIFICATION AND HOLD HARMLESS 6.1 Owner shall indemnify, defend and hold the City harmless for any claim, investigation, settlement, judgment or expense, including reasonable attorney's fees and costs necessarily incurred, arising out of or relating to any claim for death or bodily injury, property damage, including damage to the right -of -way, or personal injury that is allegedly caused in whole or in part by the construction and maintenance, or the failure to maintain the drainage improvements. 7. UTILITY AND RIGHT OF WAY IMPROVEMENTS 7.1 Owner shall upgrade all storm water systems on SW 74th Street, between SW 61" Avenue and SW 59°i Court, all pursuant to the plans and specifications. to current code requirements for both storm water quantity and quality to the extent required pursuant to applicable City of South Miami and Miami -Dade County Codes and pursuant to the approved plans and specifications. 7.2 Sizing of the system shall be for both the on -site needs and the needs of the public right -of -way for the entire extent and width of the right -of -way described above, which shall also include on SW 74th Street, between SW 61"` Avenue and SW 59 °i Court, all pursuant to the plans and specifications. 7.3 Owner shall upgrade other utilities within the right -of -way in accordance with the approved plans and specifications, as amended, including, but not limited to, potable water distribution systems, storm sewer system (drainage) and sanitary sewer systems. / Page 3 of 8 l P 7.4 Owner shall upgrade the right -of -way pursuant to the approved plans and specifications, including streetscapes, wider sidewalks, landscaping, applicable texture pavements, and street lighting. As specified on the plans. 7.5 Street lighting, landscaping and irrigation improvements shall be maintained by the owner, In the event any of the improvements are damaged and cannot be repaired, owner shall replace the damaged improvements. The proposed street lighting shall be sufficiently adequate to create a safe environment for pedestrians and vehicles. At the same time, the brightness of the proposed street lighting shall be properly established and maintained so that it does not become a nuisance to neighboring residents. 8. STORM WATER USER FEES 8.1 Owner shall be responsible for payment of Storrawater User Fees to the extent, if any, required by the City of South Miami for the property [which shall be determined by including the sum of the on -site and the off-site impervious square footage of the property areas described above in paragraph 7,2.] Charges for this fee shall commence immediately after foundation and/or impervious area has been constructed. 9. SPECIAL ASSESSMENT LIEN 9.1 Any cost incurred by the City to maintain or repair the drainage system, either incident to an emergency action or upon the failure of the Owner to maintain or repair the system after receipt of written notice by the City, or to correct a dangerous or unsafe condition, or any cost incurred by the City to defend or pay any claim, investigation, settlement, judgment or expense, including reasonable attorney's fees and costs necessarily incurred, arising out of or relating to any claim for death or bodily injury, property damage, including damage to the right - of-way, or personal injury that is allegedly caused in whole or in part by the construction and maintenance, or the failure to maintain the drainage improvements shall constitute a lien against the property. The lien shall have the status and priority of a special assessment lien, and shall take precedence of mortgages on the property. The City shall have the right and the power to record the lien if the cost is not paid by the Owner to the City within 30 days of issuing the invoice for costs and to thereafter enforce the lien by foreclosure and by any other lawful means. 10. PERPETUAL DURATION OF RIGHTS AND OBLIGATIONS 10.1 The rights, powers and obligations under this Agreement shall run with the property into perpetuity and shall bind the successors, assigns and heirs of the Owner. 10.2 This Agreement shall be recorded in the records of Miami -Dade county and the property shall be encumbered by this Agreement. 11, NOTICES Page 4of8 111 All notices given or required under this Agreement shall be deemed sufficient if sent by certified mail, return receipt requested, to the addresses of the Owner specified in this Agreement, unless the Owner shall specify in writing different address for the giving of notices. follows: 12. CONTRACTING OFFICER REPRESENTATIVE 12.1 For the purposes of this Agreement, the contracting representatives are as For the City of South Miami Name: Ajibola Balogun Title: Public Works Director 6130 Sunset Drive South Miami, Florida 33143 Telephone: (305) 668 -7206 Facsimile:, (305) 668 -7356 13 JURISDICTION AND VENUE For 64 Development Corporation, Name: Eduardo Fernandes Title: Vice President 64 Development Corporation, 4311 Ponce De Leon Blvd Coral Gables, Florida 33146 Telephone: (305) 663 -1293 Facsimile: (305) 665 -0272 13.1 For the purposes of this Agreement, Florida law shall govern the terms of this Agreement. Venue shall be in Miami -Dade County, Florida. 14. NON - WAIVER OF SOVEREIGN IMMUNITY 14.1 The City does not waive sovereign immunity, and shall not be liable, for the payment of attorney's fees or prejudgment interest. 15. INSURANCE 15.1 Owner will maintain throughout the period of this Agreement Comprehensive General Liability insurance, All Risk insurance, Commercial Liability Insurance, and coverage for Iegal liability for loss or damage to drainage improvements and the City's right - of-way arising from negligence of Owner's employees. During construction, Owner will maintain Builder's Risk Insurance and Worker's Compensation Insurance. The policies shall have minimum limits no less than $1,000,000.00, and name the City as an additional insured. 16. SIGNATORY AUTHORITY 16.1 The officials executing this Agreement warrant and represent that they are authorized by their respective agency to enter into a binding Agreement. Page 5 of 8 [SIGNATURE PAGES TO FOLLOW] Page 6 of 8 i � IN WITNESS WHEREOF, this Agreement is accepted and delivered on the date stated above by the following signatories. . CITY OF SOUTH MIAMI 64 Development Property Owner By: By: W. Ajibola Balog , City Manager ATTEST: By: Maria M. M. Menendez, City Clerk APPROVED AS TO FORM AND B CONTENT: Nagin G lop Figueredo; Pte., City Attorney Rrt,' C.Yed bt ' f.. As: y462 �YPSlc�evi [Print Corporate Title] ATTEST: By: [Print Name: ] As: [Print Corporate Title] Page 7 of 8 STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI -DADE) ACKNOWLEDGEMENT OF PROPERTY OWNER The foregoing instrument was acknowledged before me this day of uj, 2008 by L–j aLa �� rncYr es of �e[a�ne�t Cr a�rc�'on as P(eSi , on behalf of the Property Owner, who is persona Il y�lc�iotvn to me or has produced as identification. — STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE) ACKNOWLEDGEMENT OF CITY OF SOUTH MIAMI The foregoing instrument was acknowledged before me this S day of 2008 by, W. Ajibola Balogun, City Manager, and, Maria M. Menendez, City Clerk, of the CI of South Miami, on behalf of the City, who are personally known to me. P.. : a J Y` , i