Res No 172-23-16105RESOLUTION NO. 172-23-1610S
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF SOUTH MIAMI, APPROVING AN INTERLOCAL
AGREEMENT WITH MIAMI-DADE COUNTY
REGARDING THE SOUTH MIAMI LIBRARY;
AUTHORIZING THE CITY MANAGER TO NEGOTIATE
AND EXECUTE THE INTERLOCAL AGREEMENT
PROVIDING FOR THE CONVEYANCE, LEASE-BACK,
AND PARTICIPATION OF THE LIBRARY PARCEL IN
THE POTENTIAL REDEVELOPMENT OF THE CITY
HALL PROPERTY; PROVIDING FOR
IMPLEMENTATION, CORRECTIONS, AND AN
EFFECTIVE DATE.
WHEREAS, the City of South Miami (the "City") owns the prope11y located at 6130
Sunset Drive which is developed as a City Hall, Police Station, and supporting offices (the "City
Hall Property''); and
WHEREAS, Miami-Dade County (the "County'') owns the property located at 6000
Sunset Drive (the "Library Prope11y") which is operated as a public library, by virtue of a 1975
Deed recorded at Official Records Book 9241, Page 812 of the Public Records of Miami-Dade
County, which deed provides that the property shall ''be used solely as a library"; and
WHEREAS, the City wishes to redevelop the City Hall Property in conjunction with the
Library Property~ and potentially other surrounding properties through a competitive procurement
process consisting of a Request for Qualifications and a Request for Proposals (the "Proposed
Redevelopment"); and
WHEREAS, the City and County wish to enter into an interlocal agreement providing for
each party's rights and responsibilities in the Proposed Redevelopment; and
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Res. No. 172-23-16 l 05
WHEREAS, the City Commission wishes to approve the form of the interlocal agreement
attached hereto as Exhibit "A", and authorize the City Manager to further negotiate and execute
an interlocal agreement in furtherance of the Proposed Redevelopment, subject to the approval of
the City Attorney as to fonn and legal sufficiency; and
WHEREAS, The City Commission finds that this Resolution is in the best interest and
welfare of the city.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AS FOLLOWS:
Section 1. Recitals. The above-stated recitals are true and correct and are incorporated
herein by this reference.
Section 2. Approval of Ag1·eement. The City Commission hereby approves the form
of the interlocal agreement attached hereto as Exhibit "A".
Section 3. Authol"ization to Negotiate and Execute Agreement. The City Manager
is authorized to further negotiate and execute an interlocal agreement generally in the form
attached hereto as Exhibit "A," subject to the approval as to form and legal sufficiency by the City
Attorney.
Section 4. Implementation. The City Manager is hereby authorized to take all
actions necessary to implement this Resolution.
Section 5. Corrections. Conforming language or technical scrivener-type corrections
may be made by the City Attorney for any conforming amendments to be incorporated into the
final resolution for signature.
Pagel of3
Res . No. 172-23-16105
Section 6. Effective Date. This Resolution shall become effective immediately upon
adoption.
PASSED AND ADOPTED this 19'" day of December, 2023.
ATTEST:
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND
EXECUTION THEREOF
~~NCOLE
& BI RMAN, P.L.
CITY ATTORNEY
APPROVED:
COMM ISSION VOTE:
Mayor Fernandez:
Vice Mayor Bonich:
Commissioner Catie:
C ommissioner Liebman :
Commissioner Corey:
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5-0
Yea
Yea
Yea
Yea
Yea
Agenda Item No:6.
City Commission Agenda Item Report
Meeting Date: December 19, 2023
Submitted by: Tony Recio
Submitting Department: City Manager
Item Type: Resolution
Agenda Section:
Subject:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SOUTH MIAMI, APPROVING AN
INTERLOCAL AGREEMENT WITH MIAMI-DADE COUNTY REGARDING THE SOUTH MIAMI LIBRARY;
AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE THE INTERLOCAL AGREEMENT
PROVIDING FOR THE CONVEYANCE, LEASE-BACK, AND PARTICIPATION OF THE LIBRARY PARCEL IN
THE POTENTIAL REDEVELOPMENT OF THE CITY HALL PROPERTY; PROVIDING FOR
IMPLEMENTATION, CORRECTIONS, AND AN EFFECTIVE DATE. 3/5 (MAYOR FERNÁNDEZ)
Suggested Action:
Attachments:
47U862802-Memo - Interlocal with County Re Library.DOCX
47U9311-Resolution Approving Form of Interlocal Agreement.DOCX
Exhibit A-Interlocal with County Re Library - clean agenda.DOCX
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CITY OF SOUTH MIAMI
OFFICE OF THE CITY ATTORNEY
INTER-OFFICE MEMORANDUM
TO:The Honorable Mayor, Vice Mayor, and Members of the City Commission
FROM:Lillian Arango and Tony Recio, City Attorneys
CC:Genaro “Chip” Iglesias
DATE:December 19, 2023 City Commission Meeting
SUBJECT:A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SOUTH MIAMI, APPROVING AN INTERLOCAL AGREEMENT WITH
MIAMI-DADE COUNTY REGARDING THE SOUTH MIAMI
LIBRARY; AUTHORIZING THE CITY MANAGER TO NEGOTIATE
AND EXECUTE THE INTERLOCAL AGREEMENT PROVIDING FOR
THE CONVEYANCE, LEASE-BACK, AND PARTICIPATION OF THE
LIBRARY PARCEL IN THE POTENTIAL REDEVELOPMENT OF THE
CITY HALL PROPERTY; PROVIDING FOR IMPLEMENTATION,
CORRECTIONS, AND AN EFFECTIVE DATE. (MAYOR FERNÁNDEZ)
The accompanying Resolution was prepared and placed on the agenda at the request of
Mayor Fernández.
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INTERLOCAL AGREEMENT
BETWEEN
MIAMI-DADE COUNTY
AND
THE CITY OF SOUTH MIAMI
This Interlocal Agreement (“Agreement”) is made as of _________________, 2023
(“Effective Date”) between the City of South Miami, a Florida municipality (the “City”) and
Miami-Dade County, a political subdivision of the State of Florida (the “County”). In this
Agreement, the City and County are collectively referred to as the “Parties.”
WHEREAS, on or about 1975, the Parties entered into an agreement (the “1975 Library
Agreement”) whereby the City contributed the land described in the attached Exhibit “A”(the
“Existing Library Parcel”) for construction by the County of the South Miami Branch of the
Miami-Dade Public Library System (“South Miami Branch”), and the County arranged for the
construction of said library on the Existing Library Parcel (the “Existing Library”) using funds
raised through the County’s “Decade of Progress” bond; and
WHEREAS, the 1975 Agreement and the related deed transferring the Existing Library
Parcel from the City to the County was conditioned expressly upon the County’s construction of
a public library for the use and benefit of the inhabitants of the County provided the Existing
Library Parcel “shall be used thereafter solely as a Public Library,” failing which, the Property
reverts back to the City; and
WHEREAS, the Existing Library was constructed in 1977 and the County has operated
and maintained it in accordance with the terms of the 1975 Library Agreement; and
WHEREAS, both Parties desire to provide the residents of South Miami and surrounding
communities an improved, 21
st-Century library experience (the “New Library”) to be located
within the boundaries of the Redevelopment Project, hereinafter defined, said boundaries as
depicted in Exhibit G, subject to expansion of the project area pursuant to Sec. 3.1 of this
Agreement; and
WHEREAS, in addition to providing the New Library, the Parties wish to promote smart,
infill development that encourages public transit and makes efficient use of existing County and
municipal infrastructure, including development in proximity to the South Miami Metrorail Station
(“Transit Oriented Development”); and
WHEREAS, the Parties agree that redevelopment of the Existing Library Parcel together
with City-owned parcels west of the Existing Library Parcel including portions of certain rights-
of-way as more particularly described in Exhibits “B1” and “B2”(the “City Parcels”) can
advance the Parties’ shared goals of promoting Transit Oriented Development; and
WHEREAS, the Parties further agree that redevelopment of the Existing Library Parcel
and the City Parcels (collectively, the “Redevelopment Project”) as a Transit Oriented
Development which may also include residential, retail, medical, lodging or other uses along with
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civic uses, can also serve as a source of revenue that will support construction of the New Library
and additional governmental services; and
WHEREAS, the County, in accordance with Section 125.38 of the Florida Statutes, is
satisfied that (i) inclusion of the Existing Library Parcel is desired by the City for public and
community interest and welfare and required to complete the Redevelopment Project and produce
sufficient revenue to the parties; and (ii) subject to the provision of the New Library as
contemplated in this Agreement, the parcel is not needed for the County’s immediate needs; and
WHEREAS, the City recognizes and acknowledges the County’s various ordinances and
legal restrictions on the conveyance of County property as set forth in Implementing Order 8-4 ;
and
WHEREAS, the Parties agree that the South Miami Branch library operations shall be
continuous and uninterrupted during the course of the Redevelopment Project and that the County
will not convey the Existing Library Parcel until all conditions precedent set forth in this
Agreement are satisfied, including the arranging of a temporary location for the South Miami
Branch, if needed at the County’s cost; and
WHEREAS, the Parties find that the terms of this Agreement are in the best interests of
the residents of the County and the City; and
WHEREAS, the Parties desire to specify the terms, conditions, processes and approvals
that they will engage in to reach agreement on the Redevelopment Project and have negotiated
the terms and conditions outlined in this Agreement related to (i) the transfer of the Existing
Library Parcel; (ii) sharing revenue generated by the Redevelopment Project as per the required
components and uses of the Redevelopment Project; and (iii) construction and future operation of
the New Library as the South Miami Branch; and
WHEREAS, the Parties desire to enter into this Agreement to establish their respective
responsibilities;
NOW, THEREFORE, in consideration of the promises contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1.Recitals. The foregoing recitals and exhibits referenced there are true and correct, and
incorporated herein by reference.
2.Conveyance and Lease-Back of the Existing Library Parcel. The County agrees to
convey the Existing Library Parcel to the City and the City agrees to lease the Existing
Library Parcel to the County as described in this paragraph.
2.1. Conditions Precedent to County’s Conveyance of the Existing Library Parcel to the
City.
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2.1.1.The City acknowledges and agrees that the County will not convey the Existing
Library Parcel until the City has, within thirty (30) months of the effective date of this
Agreement: selected the Developer Party, hereinafter defined, either by a competitive
process or waiver of such process; and
2.1.1.1.executed all applicable agreements between the City and the Developer
Party related to the Redevelopment Project (the “Redevelopment Project
Agreements”).
2.1.2.The City acknowledges and agrees that the County will not convey the Existing
Library Parcel until the County has:
2.1.2.1.Approved the New Library Requirements, hereinafter defined, and the
budget for the construction of the New Library (the “New Library Construction
Budget”), which approvals shall be made at the County’s sole but reasonable
discretion, in writing, and within 45 days of the City’s issuance of a Request for
Qualifications (“RFQ”), which the City intends to proceed with in January 2024
; and
2.1.2.2.Received the Developer Party’s financial plan for the Redevelopment
Project, including detailed revenue projections, and is satisfied, in its sole but
reasonable discretion, that the County Share, hereinafter defined, shall not be
less than $----- (present value of the aggregate value of the agreement; and
2.1.2.3.County has approved the form of the RFQ which will result in a responsible
and responsive Developer Party
2.1.3.The City acknowledges and agrees that the County will not convey the Existing
Library Parcel until the Developer has:
2.1.3.1.Met all of its milestone deadlines in the Redevelopment Project Agreements
related to financing;
2.1.3.2.Obtained any comprehensive plan amendments, zoning changes, and site
plan approval necessary to successfully complete the Redevelopment Project;
and
2.1.3.3.Satisfactorily demonstrated to the City and the County that it has secured a
financing commitment necessary to complete the first phase of the
Redevelopment Project.
2.1.4.Upon satisfaction or waiver by the County of all conditions precedent set forth in
paragraphs 2.1.1, 2.1.2 and 2.1.3, and simultaneously with the execution of the lease
agreement described in paragraph 2.2 below by all Parties, the County will deliver to the
City a fully executed deed in substantially the form attached as Exhibit “C”. The deed
shall contain:
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2.1.4.1.A restrictive covenant prohibiting uses other than as contemplated in
paragraph 3.2 of this Agreement; and
2.1.4.2.A restrictive covenant providing that the Existing Library Parcel will be
conveyed back to the County subject to the same terms and restrictions of the
1975 Library Agreement if the Redevelopment Project Agreements expire or are
terminated.
2.2. Lease of Existing Library Parcel. Simultaneous with delivery of a deed as described in
paragraph 2.1 above, the City will deliver to the County a lease for the Existing Library
Parcel, substantially in the form attached as Exhibit “D”and providing the following
lease terms (the “6000 Sunset Lease”):
2.2.1. Term of the 6000 Sunset Lease. The term of the 6000 Sunset Lease will be for (a)
75 years if the City Charter is amended to authorize a lease of greater than 50 years;
(b) 50 years if the City Charter is not amended to authorize a lease of greater than
50 years; or (c) at the City’s option (i) with 90 days written notice of termination to
the County and (ii) evidence the Developer Party has obtained a building permit
and financing for the portion of the Redevelopment Project involving the Existing
Library Parcel. The lease shall be in the substantially the form attached hereto as
Exhibit “__”and shall be executed no later than the completion of the RFQ
process.
2.2.1.1.In the event the City exercises the option in section 2.2.1(c) above, the
County shall vacate immediately upon the effective date of termination (90 days
from notice). The Developer Party shall have ____ months from such date to
construct the New Library (the “New Library Construction Period”). The
Redevelopment Project Agreements shall contain a provision, for the benefit of
the County, that should the Developer Party not complete construction of the
New Library within the New Library Construction Period, the Developer Party
shall pay liquidated damages of $___ per month.
2.2.2. Rent During the 6000 Sunset Lease Term. The County agrees to pay the City
$1.00 as annual rent during each year of the 6000 Sunset Lease’s term.
2.2.3. Interim Library Facility. If the City deems it necessary to terminate the 6000
Sunset Lease as contemplated in section 2.2.1(c), prior to completion of the New
Library, for Redevelopment Project purposes, the City shall require, prior to Lease
termination, at the County’s option, the Developer Party, as defined below, to
provide—at the County’s cost—an interim library facility until the New Library is
completed.
2.2.4. Use of the 6000 Sunset Lease Premises. Under the 6000 Sunset Lease, use of the
premises shall be as the South Miami Branch of the Miami-Dade Public Library
System (“MDPLS”) to provide users of the Existing Library the library services
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consistent with the high level of services provided at all other branches of the
MDPLS (the “MDPLS Library Services) ,
3.The Redevelopment Project and New Library.
3.1. Area. In addition to (a) the Existing Library Parcel, (b) the City Parcels, the
Redevelopment Project may also include (c) some or all of the area of SW 61
st Court
which the City may vacate as part of the Redevelopment Project, and/or any other
properties acquired or controlled by the City or the Developer Party, as defined below,
and made part of the Redevelopment Project, in the City’s sole discretion. The
approximate boundaries of the Redevelopment Project as currently constituted are
outlined in the attached Exhibit “G.” (Note: Please amend Exhibit G to delete the
“Vacant County Parcel” as that parcel is not available for the Redevelopment
Project. )
3.2. Scope, Uses. The Redevelopment Project will consist of infill mixed-use development
intended to promote transit ridership and may include, but is not limited to, residential,
office, general commercial, medical, lodging and civic uses. Such uses will include the
New Library, and a new City Hall and may also include a police station, a replacement
park or civic space and other City facilities.
3.3. Process, Public Solicitation. The Redevelopment Project shall be completed as a public-
private partnership between the City and a private third party (the “Developer Party”)
to be selected by the City through an open, competitive bidding process (the “Project
Solicitation”), unless the City Commission elects to waive such competitive bidding
process (“Waiver”) consistent with the requirements of its Code of Ordinances
(“Code”).
3.4. Redevelopment Project Revenue. The terms of the Project Solicitation shall require
that the selected third-party bidder guarantee the City certain revenues generated by the
Redevelopment Project (“Redevelopment Project Revenue”). In consideration of the
terms of this Agreement, the County shall be entitled to eight and eight-tenths percent
(8.8%) of all Redevelopment Project Revenue (the “County Share”) received by the
City. The Redevelopment Project Agreements shall provide that the County Share shall
be paid, and its rights in the event of a default by the Developer Party, shall be on the
same terms as the City.
3.5. New Library. The Project Solicitation shall give priority to responsive bids that provide
for the construction of a New Library within the Redevelopment Project in a building
with frontage on Sunset Drive, the exact location of which shall be approved by the
County. The responsive bidder(s) may propose an alternate location not within the
Redevelopment Project, subject to the approval by the City and the County, which
approval the County may deny in its sole discretion. The New Library shall be
approximately 15,000 square feet, provide uses comparable to the existing library
(including multi-purpose space and multimedia education space), and provide free
parking for employees up to a maximum of ___ parking spaces. Additional parking may
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be provided at the County’s option and expense applied against the County’s share. The
County shall provide the design guidelines, program, and construction requirements for
the New Library, including any specific considerations the successful bidder shall take
into account as a component of the Redevelopment Project (the “New Library
Requirements”), and shall have final approval rights of all New Library Requirements.
If the County and the City agree to share some portion of the New Libraryspace, such as
a multipurpose room, such shared use shall be incorporated into the New Library
Requirements and the shared cost thereof will be reflected in the New Library
Construction Budget. All costs of design, permitting, or construction of the New Library
not borne by the responsive bidder shall be paid out of the County Share, provided that
any such costs absorbed by the responsive bidder shall not be lower, on a pro rata basis,
than any such costs absorbed by the responsive bidder with respect to City facilities. The
Parties agree that the County shall be exclusively responsible for the operation and
maintenance of the New Library. Upon issuance of a certificate of occupancy for the
New Library, the City shall enter into a lease of the New Library with the County,
providing for use of the premises as the South Miami Branch of the MDPLS to provide
MDPLS Library Services for a term of not less than 75 years with $1.00 as annual rent
during each year, and substantially with the same terms and conditions of the 6000 Sunset
Lease. The Redevelopment Project Agreements shall include a completion guarantee in
the form of a bond or letter of credit exercisable by the County unless the County has not
previously defaulted under this Agreement or the Redevelopment Project Agreements.
3.6. Timing for Project Solicitation. Within limits set by the City’s Code of Ordinances and
other applicable laws, the City shall use all reasonable efforts to publish the Project
Solicitation, complete its review of responses to the Project Solicitation, and accept a
preferred bid, or alternatively to approve the Waiver, within eighteen (18) months of the
execution of this Agreement.
3.7. Utilities. The County agrees to cooperate with the City and/or the Developer Party to
relocate and modify existing utilities including water and sewer facilities that may limit
the Redevelopment Project. Such cooperation may include but not be limited to expedited
review of requests and plans for relocation and promptly authorizing and executing
release(s) and new easement(s) upon the City’s or Development Party’s request(s).
4.Termination of this Agreement.
4.1. By the County. If the conditions precedent set forth in paragraph 2.2.1 are not satisfied
or waived by the County within thirty (30) months of the effective date of this
Agreement, but in any event no later than the date by which the Developer Party is
scheduled to begin predevelopment work according to the Redevelopment Project
Agreements, the County shall have the right to terminate this Agreement upon ninety
(90) days prior written notice to the City.
4.2. By the City. If County defaults under this Agreement or the Redevelopment Project
Agreements, or otherwise obstructs the City or the Developer Party’s efforts in
furtherance of the Redevelopment Project, the City shall have the unilateral right in its
sole discretion to terminate this Agreement upon ninety (90) days prior written notice to
the County. In such event, the City shall retain title to the Existing Library Parcel and
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the County Share shall be reduced by 50%, and the County shall forfeit any rights under
this Agreement or the Redevelopment Project Agreements.
5.Indemnification.
5.1.Indemnification by County. To the extent permitted by law and as limited by
Section 768.28, Florida Statutes, the County shall indemnify, defend, and hold
harmless the City, its officers, agents, and employees, from any and all liability,
losses or damages, including attorney’s fees and costs of defense, which the City,
or its officers, agents, or employees may incur as a result of any claim, demand,
suit, cause of action, or proceeding of any kind or nature arising out of, or relating
to, or resulting solely from the negligence of the County, its officers, agents,
employees, partners, principals, or subcontractors, in the performance of this
Agreement. The County shall pay all claims and losses in connection therewith
and shall investigate and defend all claims, suits, or actions of any kind or nature in
the name of the City, where applicable, including appellate proceedings, and shall
pay all costs, judgments, and attorney’s fees arising therefrom.
5.2.Indemnification by City. To the extent permitted by law and as limited by Section
768.28, Florida Statutes, the City shall indemnify and hold harmless the County
and its officers, employees, agents, and employees, from any and all liability,
losses, or damages, including attorneys’ fees and costs of defense, which the
County or its officers, agents, or employees may incur as a result of any claim,
demand, suit, cause of action, or proceeding of any kind or nature arising out of,
relating to, or resulting solely from the negligence of the City, its officers, agents,
employees, partners, principals, or subcontractors, in the performance of this
Agreement. The City shall pay all claims and losses in connection therewith and
shall investigate and defend all claims, suits, or actions of any kind or nature in the
name of the County, where applicable, including appellate proceedings, and shall
pay all costs, judgments, and attorney’s fees arising therefrom.
5.3.Limitation of Indemnification. The City’s indemnification of the County and the
County’s indemnification of the City shall only be to the extent and within the
limitations of Section 768.28, Florida Statutes, and subject to the provisions of that
Statute in effect at the time a claim arises.
6.Notices. All notices required by this Agreement shall be given in writing and sent by
certified mail, postage prepaid, return receipt requested, or by hand delivery, or by a
nationally- recognized overnight mail service, addressed to the respective parties at the
following respective addresses, or at such other address as may be designated in writing by
either party to the other using one of the means set forth. Notices shall be deemed delivered
for all purposes hereunder upon receipt:
To City:City of South Miami
6130 Sunset Drive
South Miami, FL 33143
Attention: Genaro “Chip” Iglesias, City Manager
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With a Copy to:Weiss Serota Helfman Cole & Bierman, P.L.
2800 Ponce de Leon Blvd., Suite 1200
Coral Gables, Florida 33134
Attention: Tony Recio, Esq. City Attorney
To County:Miami-Dade County
111 NW First Street, Suite 2910
Miami, FL 33128
Attention: Daniella Levine Cava, Mayor
With a Copy to:Miami-Dade County
111 NW First Street, Suite 2910
Miami, FL 33128
Attention: Geri Bonzon-Keenan, Esq., County Attorney
7.Miscellaneous Provisions (in alphabetical order).
7.1.Amendments. This Agreement cannot be modified or amended without the
express written consent of the Parties. Accordingly, no modification, amendment,
or alteration of the terms or conditions contained herein shall be effective unless
contained in a written document executed with the same formality as this
Agreement.
7.2.Applicable Law The Parties to this Agreement shall comply with all
Applicable Law. “Applicable Law” means any applicable law (including, without
limitation, any environmental law), enactment, statute, code, ordinance,
administrative order, charter, tariff, resolution, order, rule, regulation, guideline,
judgment, decree, writ, injunction, franchise, permit, certificate, license,
authorization, or other direction or requirement of any governmental authority,
political subdivision, or any division or department thereof, now existing or
hereinafter enacted, adopted, promulgated, entered, or issued. Notwithstanding the
foregoing, “Applicable Laws” and “applicable laws” shall expressly include,
without limitation, all applicable zoning, land use, DRI and Florida Building Code
requirements and regulations, all applicable impact fee requirements, all
requirements of Florida Statutes, specifically including, but not limited to, Section
255.05 related to payment and performance bonds, Section 255.20 related to
contractor selection and Section 287.055 related to competitive selection of
architects and engineers, all requirements of Chapters 119 and 286 of the Florida
Statutes, all disclosure requirements imposed by Section 2-8.1 of the Miami-Dade
County Code, all requirements of Miami-Dade County Ordinance No. 90-133
(amending Section 2-8.1). The County acknowledges and agrees that it is not a
party to the City’s procurement process, other than its rights under this Agreement
to review specific details of the RFQ and Request for Proposals (“RFP”), that such
procurement is not a County procurement process, and that the Redevelopment
Project Agreements are not County contracts as contemplated in the above laws.
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7.3.Assignment.Neither this Agreement nor any term nor provision hereof, or right
hereunder, shall be assignable by any parties, and any attempt to make such
assignment shall be void.
7.4.County’s Rights as Sovereign. Notwithstanding and prevailing over any contrary
provision in this Agreement, it is expressly understood that the County retains all
of its sovereign prerogatives and rights as a county under Florida laws and shall in
no way be estopped from withholding or refusing to issue any approvals of
applications for building, zoning, planning or development under present or future
laws and regulations of whatever nature. The County shall not by virtue of this
Agreement be obligated to grant City or Developer Party any approvals of
applications for building, zoning, planning, improving, equipping, or development
under present or future laws and ordinances of whatever nature.
7.5.Entire Agreement. This Agreement constitutes the entire agreement of the Parties
with respect to the subject matter hereof and supersedes all previous or
contemporaneous written or oral negotiations, understandings, communications,
arrangements, and agreements regarding the matters contained herein. There are
no commitments, agreements, or understandings concerning the subject matter of
this Agreement that are not contained in this document.
7.6.Force Majeure. Non-performance by the County or the City under this Agreement
shall be excused to the extent that performance is rendered impossible or delayed
by strike, fire, hurricane, flood, terrorism, health emergency, governmental acts or
orders or restrictions, or other similar reason where failure to perform is beyond the
control of and not caused by the negligence of the non-performing Party, provided
that the non-conforming Party gives prompt notice of such conditions to the other
Party and makes all reasonable efforts to perform. The timeframes established in
Sections 3 and 4.6 shall be tolled during any period for which an emergency order
affecting Miami-Dade County or the City of South Miami is issued.
7.7.Governing Laws. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. The venue for any dispute arising
from this Agreement shall be the Circuit Court of Miami-Dade County, Florida.
7.8.Headings.The sections headings used in this Agreement are for reference and
convenience only and shall not enter into the interpretation hereof.
7.9.Severability. The Parties expressly agree that it is not their intention to violate any
public policy, statutory or common law rules, regulations, or decisions of any
governmental or regulatory body. If any provision of this Agreement is judicially
or administratively interpreted or construed as being in violation of any such policy,
rule, regulation, or decision, the provision, sections, sentence, word, clause, or
combination thereof causing such violation will be inoperative (and in lieu thereof
there will be inserted such provision, section, sentence, word, clause, or
combination thereof as may be valid and consistent with the intent of the parties
under this Agreement) and the remainder of this Agreement, as amended, will
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remain binding upon the parties, unless the inoperative provision would cause
enforcement of the remainder of this Agreement to be inequitable under the
circumstances.
7.10.Title Representations. The City acknowledges that the County does not warrant
the title to the Existing Library Parcel or represent any state of facts concerning the
title or suitability for any uses.
7.11.Waiver. No delay or omission by either Party hereto, in the exercise of any right
or remedy hereunder, shall impair such right or remedy or be construed to be a
waiver thereof. Any waiver of any such right or remedy by any Party must be in
writing and signed by the party against which such waiver is sought. A waiver by
either of the Parties of any of the covenants to be performed by the other or any
breach thereof shall not be construed to be a waiver of any succeeding breach
thereof or any other covenant herein contained. All remedies provided for in this
Agreement shall be cumulative and in addition to and not in lieu of any other
remedies available to either Party at law, in equity or otherwise.
7.12.Waiver of Trial by Jury. The parties voluntarily waive any right to trial by jury in
the event of any litigation between the parties arising out of this Agreement.
7.13.Litigation Challenging RFQ or RFP Award. All timeframes set forth herein,
including but not limited to the thirty (30) month timeframe set forth in sections 2.1
and 4.1, shall be tolled for the duration of the pendency of any litigation challenging
the RFQ or RFP process. Such tolling shall extend from the filing of any complaint,
through final disposition of the litigation, including all appeals.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on
their behalf as of the date first set forth above.
Witnesses (two required):
Signature:__________________________
Print Name: _______________________
Signature:__________________________
Print Name: _______________________
CITY OF SOUTH MIAMI, a Florida
municipal corporation
By:_______________________________
Genaro “Chip” Iglesias, City
Manager
Attest:
_________________________________
Nkenga Payne, City Clerk
APPROVED AS TO LEGAL FORM AND
SUFFICIENCY FOR THE USE AND
BENEFIT OF THE CITY ONLY BY:
Weiss Serota Helfman Cole & Bierman, P.L.,
City Attorney
By: ______________________________
ACKNOWLEDGEMENT
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
This instrument was acknowledged before me by means of [__] physical presence or [__]
online notarization on ________________________ by Genaro “Chip” Iglesias, as City Manager
of the City of South Miami, Florida, a Florida municipal corporation. He is personally known to
me or presented a Florida drivers’ license as identification.
SEAL _________________________________
Notary Public, State of Florida
[SIGNATURE BLOCKS CONTINUE ON FOLLOWING PAGE]
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Witnesses (two required):
Signature:__________________________
Print Name: _______________________
Signature:__________________________
Print Name: _______________________
MIAMI-DADE COUNTY, FLORIDA, ,
a political subdivision of the State of
Florida
By:_______________________________
Attest:
_________________________________
By:
APPROVED AS TO LEGAL FORM AND
SUFFICIENCY FOR THE USE AND
BENEFIT OF THE COUNTY ONLY BY:
By: ______________________________
ACKNOWLEDGEMENT
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
This instrument was acknowledged before me by means of [__] physical presence or [__]
online notarization on ________________________ by ________________________________, as
_______________________ of Miami-Dade County, a political subdivision of the State of Florida.
He is personally known to me or presented a Florida drivers’ license as identification.
SEAL _________________________________
Notary Public, State of Florida
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Exhibit “A”
Legal Description of the Existing Library Parcel
TEMPORARY PLACEHOLDER FROM DEED AT Book 9241, Page 812
Commonly known as 6000 Sunset Drive, South Miami, Florida and identified for tax purposes
by folio number 09-4036-026-0031.
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Exhibit “B-1”
Legal Descriptions for the City Hall Parcel
TEMPORARY PLACEHOLDER FROM Property Appraiser
BEG 50FTS & 120FTW OF NE COR OF
NW1/4 OF NW1/4 OF NE1/4 TH S165FT
W30FT S250FT S 48 DEG W 242.17FT
N577FT E210FT TO POB
& BEG 20FTW OF NE COR OF NW1/4 OF
NW1/4 OF NE1/4 W100FT S100FT
E100FT N100FT TO POB LESS N50FT
THEREOF FOR R/W & LOTS 9 THRU 31
LESS SE 65FT OF LOTS 23 THRU 31
& PT OF LOT 32 LYG W OF W/L LOT
8 BLK 1 LESS BEG NE COR LOT 9
S123.78FT TO A PT ON NELY/L LOT
31 SELY .40FT S 50 DEG W 147.37FT
N217.78FT E112.16FT TO POB OF
PB 27-56
LOT SIZE 148800 SQ FT
Commonly known as 6130 Sunset Drive, South Miami, Florida and identified for tax purposes
by folio number 09-4036-00-0030.
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Exhibit “B-2”
Legal Descriptions for Jean Willis Park
TEMPORARY PLACEHOLDER FROM Deed at Book 9090, Page 1634
Lots 17, 18, 19, and 20; and the North 20 feet of Lot 21, of
REVISED POINCIANA PARK, according to the Plat thereof
recorded in Plat Book 41, Page 41, of the Public Records of Dade
County, Florida
Commonly known as 6130 Sunset Drive, South Miami, Florida and identified for tax purposes
by folio number 09-4036-00-0030.
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Exhibit “C”
Deed Conveying Existing Library Parcel to the City
[To be drafted, inserted]
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Exhibit “D”
Lease for the Existing Library Parcel
[To be negotiated, drafted, inserted]
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Exhibit G
Approximate Boundaries for the Redevelopment Project
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