2016-29329 Reso RESOLUTION NO. 2016-29329
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE A PUBLIC
SCHOOL CONCURRENCY PROPORTIONATE SHARE
MITIGATION DEVELOPMENT AGREEMENT ("AGREEMENT"),
ATTACHED HERETO AS "EXHIBIT 1", BETWEEN THE CITY
OF MIAMI BEACH ("CITY"), MIAMI-DADE COUNTY SCHOOL
BOARD (M-DCSB) AND THE PROPERTY OWNER, 3425
COLLINS, LLC, HEREINAFTER REFERRED TO AS
"PROPERTY OWNER" OF 3425 COLLINS AVENUE
(HEREINAFTER THE "PROPERTY"); WHICH AGREEMENT
PROVIDES FOR THE PAYMENT OF CONCURRENCY FEES
TOWARD M-DCSB BY PROPERTY OWNER TO M-DCSB DUE
TO THE PROPERTY OWNER'S APPLICATION TO
CONSTRUCT 67 MULTIFAMILY RESIDENTIAL UNITS; AND
WHICH AGREEMENT IS CONSISTENT WITH THE
REQUIREMENTS OF THE AMENDED AND RESTATED
INTERLOCAL AGREEMENT (ILA) BETWEEN M-DCSB AND
THE CITY, DATED DECEMBER 12, 2007.
WHEREAS, the Miami-Dade County School Board (M-DCSB) and the City entered
into that certain Amended and Restated Interlocal Agreement for Public School Facility
Planning in Miami-Dade County, dated December 12, 2007 (adopted and executed by the
City on February 13, 2008 via Resolution No.: 2008-26762), to implement public school
concurrency and to coordinate the approval of residential development with the provision
of adequate public school facilities ("ILA"); and
WHEREAS, in reviewing new residential construction, the City is required to
provide notice to M-DCSB of new residential units being constructed, and during review of
an application for new construction, the City requires all new residential construction to
comply with all school concurrency requirements associated with the project in order to
ensure that the intent of the ILA is adhered to by all developers and to ensure sufficient
and proper educational facilities are provided for the City's residents' minor children; and
WHEREAS, 3425 Collins, LLC, hereinafter referred to as "Property Owner" is the
property owner of a development project known as "The Versailles", to be constructed at
3425 Collins Avenue, Miami Beach (hereinafter the "Property"); and
WHEREAS, on November 14, 2014, the Property Owner obtained Historic
Preservation Board approval from the City of Miami Beach (HPB File No. 7490) to develop
the Property, with no more than 67 multifamily residential dwelling units; and
WHEREAS, a condition of the Design Review Approval requires the Property
Owner to comply with Public School Concurrency requirements as contemplated by the
ILA; and
WHEREAS, on February 10, 2016, the City of Miami Beach and M-DCSB via City
Resolution No.: 2016-29272, authorized a Concurrency Agreement with the following
Property Owners: 500 Alton Road Ventures, LLC; South Beach Heights I, LLC; 1220
Sixth, LLC; and KGM Equities, LLC, hereinafter jointly referred to as "Property Owners" of
500-700 Alton Road, Miami Beach; which Agreement provides for the payment by Property
Owners of $788,650 toward school board concurrency requirements due to the Property
Owners' application to construct 485 multifamily residential units on the property; and
WHEREAS, at that time M-DCPS determined that: (1) adequate School Facility
Capacity is not available for nine (9) of the senior high school students generated by the
proposed residential dwelling units, at the Level of Service Standard within the
g
Concurrency Service Area in which the Development Proposal is located, to accommodate
the anticipated number of public school students that the Development Proposal will
generate; (2) the needed School Facility Capacity for the applicable Concurrency Service
Area is not available in any contiguous Concurrency Service Areas within the same
Geographic Area; and (3) available School Facility Capacity will not be in place or under
actual construction within three (3) years after the approval of the Development Proposal;
and
WHEREAS, under this Agreement, should the Property Owners identified under
Resolution 2016-29272 fail to make the concurrency payment for any reason, then 3425
Collins, LLC, will be required to make that full payment, or alternatively, if the payment
required under Resolution 2016-29272 is made, then 3425 Collins LLC will only be
required to make its proportionate fair share payment under the attached Agreement; and
attached hereto as Exhibit 1, is the Public School Concurrency Proportionate Share
Mitigation Development Agreement ("Agreement") between M-DCPS, the City and
Property Owners; and
WHEREAS, as the new residential dwelling units for will result in a failure of the
Level of Service Standard for School Facility Capacity in the applicable Concurrency
Service Area, or will exacerbate existing deficiencies in Level of Service Standards, the
Agreement, consistent with the requirements of the ILA, ensures that the Property Owner
mitigate the failure of service; and
WHEREAS, Public School Concurrency shall be satisfied by the Property Owners'
execution and compliance with the attached Agreement, which Agreement ensures the
Property Owner shall provide mitigation proportionate to the demand for Public School
Facilities to be created by these new residential dwelling units; and
WHEREAS, the Property Owners shall be required . to comply with the
Proportionate Share Mitigation requirements of the ILA; and
WHEREAS, the administration recommends authorizing the attached Agreement,
as doing so, ensures compliance with the City's ILA with M-DCSB, and ensures that the
Property Owners comply with school concurrency requirements; and
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, the Mayor and City Commission approve and
authorize the City Manager to execute a Public School Concurrency Proportionate Share
Mitigation Development Agreement ("Agreement") attached hereto as "Exhibit 1", between the
City of Miami Beach ("City"), Miami-Dade County School Board (M-DCSB) and the property
owner, 3425 Collins, LLC, hereinafter referred to as "Property Owner" of 3425 Collins Avenue
(hereinafter the "Property"); which Agreement Provides For The Payment Of Concurrency Fees
toward M-DCSB by Property Owner to M-DCSB due to the Property Owner's application to
construct 67 multifamily residential units; and which Agreement is consistent with the
requirements of the Amended And Restated Interlocal Agreement (Ila) Between M-DCSB and
the City, dated December 12, 2007.
PASSED and ADOPTED this 9 day of March, 2015.
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F:\ATTO\BOUE\RESOS\FDOT Easement and Maintenance Agreement Amendemnt
resolution.docx
MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov
CO MISSION MEMORANDUM
TO: Mayor Philip Levine and Members o the City (.mmission
FROM: Jimmy L. Morales, City Manager
DATE: March 9, 2016
SUBJECT: Resolution — Public School Conc rrency Mitigation Agreement — 3425 Collins
Avenue
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY
MANAGER TO EXECUTE A PUBLIC SCHOOL CONCURRENCY
PROPORTIONATE SHARE MITIGATION DEVELOPMENT AGREEMENT
("AGREEMENT"), ATTACHED HERETO AS "EXHIBIT 1", BETWEEN THE
CITY OF MIAMI BEACH ("CITY"), MIAMI-DADE COUNTY SCHOOL BOARD
(M-DCSB) AND THE PROPERTY OWNER, 3425 COLLINS, LLC,
HEREINAFTER REFERRED TO AS "PROPERTY OWNER" OF 3425 COLLINS
AVENUE (HEREINAFTER THE "PROPERTY"); WHICH AGREEMENT
PROVIDES FOR THE PAYMENT OF CONCURRENCY FEES TOWARD M-
DCSB BY PROPERTY OWNER TO M-DCSB DUE TO THE PROPERTY
OWNER'S APPLICATION TO CONSTRUCT 67 MULTIFAMILY RESIDENTIAL
UNITS; AND WHICH AGREEMENT IS CONSISTENT WITH THE
REQUIREMENTS OF THE AMENDED AND RESTATED INTERLOCAL
AGREEMENT (ILA) BETWEEN M-DCSB AND THE CITY, DATED DECEMBER
12, 2007.
ADMINISTRATION RECOMMENDATION
The Administration recommends that the City Commission approve the Resolution.
BACKGROUND/ANALYSIS
In 2005, the Florida Legislature amended Chapters 163 and 1063, Florida Statutes, requiring
school boards and local jurisdictions to adopt public school elements in their Comprehensive Plans
and implement School Concurrency.
On February 13, 2008, the City Commission approved Resolution No. 2008-26762, which
authorized the City to enter into an Inter-local Agreement (ILA) in order to implement public school
concurrency and to coordinate the approval of residential development with the provision of
adequate public school facilities.
On November 14, 2014, the Property Owners/Applicants, 3425 Collins, LLC. obtained a Certificate
of Appropriateness from the Historic Preservation Board (HPB File No. 7490) to develop
Agenda Item R-1
Date 5-
Commission Memorandum
Resolution—Public School Concurrency Mitigation Agreement—3425 Collins Avenue
March 9, 2016 Page 2 of 2
"Versailles", on the properties located at 3425 Collins Avenue. The project is to include up to 67
dwelling units.
Upon performing a Concurrency Review for the proposed development, Miami-Dade County Public
Schools (MDCPS) determined that the required pubic school level of service would not be met,
pursuant to the following findings:
1) Adequate school facility capacity is not available for nine of the senior high school students
anticipated to be generated by the proposed residential dwelling units, at the level of
service standard within the applicable Concurrency Service Area.
2) The needed school facility capacity for the applicable Concurrency Service Area is not
available in any contiguous Concurrency Service Areas within the same geographic area.
3) Available school facility capacity will not be in place or under actual construction within
three years after the approval of the development proposal.
Pursuant to the ILA, the property owners are required to mitigate their impacts to senior high
schools in order to be able to proceed with the development. In order to mitigate the impact, a
Proportionate Share Mitigation Agreement will be required. The ILA requires that the School
Board, the City, and the Applicant approve the agreement.
The project creates a demand for two senior high school student stations that must be mitigated for
the project to proceed. The attached Proportionate Share Mitigation Agreement provides the
applicant with two options. The first and preferred option for the applicant is contingent on the
creation of a mitigation bank as a result of a mitigation agreement that was approved by the City
Commission on January 13, 2016 for the 500 Alton Road project. If the applicants of the 500 Alton
Road project move forward with the creation of the mitigation bank, 16 surplus seats available for
purchase by other developments. In this option, the applicant would purchase two seats from the
mitigation bank.
The second option will require the applicant to fund the full capital cost of a public school project,
comprised of one senior high school classroom, which includes 25 student stations. This
classroom will then be added to the first three years of the School District's Facilities Work
Program. This would create a surplus of 23 student stations. The surplus student stations would
be available for sale to subsequent developments that cause the level of service to be exceeded.
According to the proportionate fair share agreement, if the mitigation bank in the first option is not
established by June 1, 2016, then the applicant agrees to fund the classroom.
FISCAL IMPACT
In accordance with Charter Section 5.02, which requires that the "City of Miami Beach shall
consider the long term economic impact (at least five years) of proposed legislative actions," this
shall confirm that the City Administration City Administration evaluated the long term economic
impact (at least five years) of this proposed legislative action. The proposed Ordinance is not
expected to have a negative fiscal impact upon the City.
CONCLUSION
The Administration recommends that the City Commission approve the Resolution.
;e' -
JLM/S /TRM/RAM
T:\AGENDA\2016\March\Planning\School Concurrency Mitigation-3425 Collins Avenue.docx
This instrument prepared by
Ana Rijo-Conde
Miami-Dade County Public Schools
1450 NE 2Avenue,Room 525
Miami,Florida 33132
After Recording return to:
Ma R.Craft,Esquire
School Board Attorney's Office
1450 NE 2"d Avenue,#430
Miami,FL 33132
PUBLIC SCHOOL CONCURRENCY PROPORTIONATE SHARE
MITIGATION DEVELOPMENT AGREEMENT
THIS PUBLIC SCHOOL CONCURRENCY PROPORTIONATE SHARE
MITIGATION DEVELOPMENT AGREEMENT ("Agreement"), is made and
entered this day of , , by and between THE
SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA, a body corporate and
political subdivision of the State of Florida, hereinafter referred to as "School Board" or
"School District," whose address is 1450 NE 2ND Avenue, Miami, Florida 33132; CITY
OF MIAIVII BEACH, a municipal corporation of the State of Florida, hereinafter
referred to as "City", whose address is 1700 Convention Center Drive, Miami Beach,
Florida 33139; and 3425 COLLINS, LLC, a Delaware limited liability company,
hereinafter referred to as "Applicant" or "Property Owner", whose address is 3201
Collins Avenue, Miami Beach, Florida 33140. The School Board, City and Applicant are
sometimes referred to in this Agreement individually as "Party" and collectively as the
"Parties."
RECITALS:
WHEREAS, the Applicant is the fee simple owner of that certain tract of land
(consisting of Folio # 0232260011440) located in the City, more particularly described
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION
Page 1 of 28
3425 COLLINS LLC AGREEMENT
on Exhibit "A", attached hereto and incorporated herein (the "Property"). The location
of the Property described in Exhibit "A" is further illustrated within a Sketch To
Accompany A Legal Description, certified to the School Board, appearing in Exhibit
"B"; and
WHEREAS, the Applicant has submitted an application seeking approval to
develop no more than 67 multifamily residential dwelling units on the Property (the
"Development Proposal"); and
WHEREAS, the School Board and the City entered into that certain Amended
and Restated Interlocal Agreement for Public School Facility Planning in Miami-Dade
County, dated December 12, 2007 (adopted and executed by the City on February 13,
2008), to implement public school concurrency and to coordinate the approval of
residential development with the provision of adequate public school facilities ("ILA"),
incorporated herein by reference; and
WHEREAS, the Historic Preservation Board of the City of Miami Beach,
Florida, granted a Certificate of Appropriateness (HPB File No. 7490) on November 14,
2014 (incorporated herein by reference), approving Applicant's Development Proposal,
subject to conditions, one of which is Applicant's compliance with school concurrency
requirements; and
WHEREAS, the Parties agree that: (1) adequate School Facility Capacity is not
available for two (2) of the senior high school students generated by the proposed
residential dwelling units, at the Level of Service Standard within the Concurrency
Service Area in which the Development Proposal is located, to accommodate the
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 2 of 28
3425 COLLINS LLC AGREEMENT
anticipated number of public school students that the Development Proposal will
generate; (2) the needed School Facility Capacity for the applicable Concurrency Service
Area is not available in any contiguous Concurrency Service Areas within the same
Geographic Area; and (3) available School Facility Capacity will not be in place or under
actual construction within three (3) years after the approval of the Development Proposal;
and
WHEREAS, the Parties agree that authorizing these new residential dwelling
units will result in a failure of the Level of Service Standard for School Facility Capacity
in the applicable Concurrency Service Area, or will exacerbate existing deficiencies in
Level of Service Standards; and
WHEREAS, the Parties agree that Public School Concurrency shall be satisfied
by the Applicant's execution of this legally binding Agreement and full compliance
therewith, to provide mitigation proportionate to the demand for Public School Facilities
to be created by these new residential dwelling units ("Monetary Proportionate Share
Mitigation"); and
WHEREAS, the School Board, at its meeting of December 2, 2015 (Agenda Item
F-2), authorized entering into a Public School Concurrency Proportionate Share
Mitigation Development Agreement between the School Board, the City of Miami Beach
and 500 ALTON ROAD VENTURES, LLC, a Delaware Limited Liability Company;
SOUTH BEACH HEIGHTS I, LLC, a Delaware Limited Liability Company, 1220
SIXTH, LLC, a Delaware Limited Liability Company, and KGM EQUITIES, LLC, a
Delaware Limited Liability Company (collectively, "600 Alton"), which agreement is
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 3 of 28
3425 COLLINS LLC AGREEMENT
effective March 2016, and is incorporated herein by reference (and hereinafter
defined as the "600 Alton Agreement"); and
WHEREAS, as a part of the 600 Alton Agreement, the School Board authorized
the creation of a Mitigation Bank containing sixteen (16) high school seats, available for
purchase by other developers once 600 Alton fully funds the bank, and all other
provisions under the 600 Alton Agreement have been satisfied, but in no event later than
June 2, 2016 (hereinafter referred to as "Mitigation Bank" or "Mitigation Bank #2015-
003"); and
WHEREAS, to satisfy its Monetary Proportionate Share Mitigation requirement,
the Applicant has expressed a preference to purchase two (2) high school seats from the
proposed Mitigation Bank#2015-003. Since Mitigation Bank#2015-003 has not yet been
fully established, and in the event it is not in place by June 2, 2016, the Parties have
agreed that the Applicant will provide the full capital cost of a twenty-five (25) seat high
school classroom ("School Project") which will be added to the first three (3) years of
the School District's Facilities Work Program, as further described below; and
WHEREAS, the Parties further agree that the Applicant shall pay Monetary
Proportionate Share Mitigation funding as further stipulated herein; and
WHEREAS, The School Board of Miami-Dade County, Florida, has authorized
the execution of this Agreement in accordance with Board Item F-1, Board Action No.
at its meeting of March 9, 2016; and
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 4 of 28
3425 COLLINS LLC AGREEMENT
WHEREAS, the City of Miami Beach, at its meeting of March 9, 2016, duly
passed and adopted on that date, Resolution No. , authorizing the appropriate City
officials to enter into this Agreement; and
WHEREAS, the Applicant has duly approved this Agreement, and represented to
the School Board and to the City, and hereby confirms, that Sergio Jalife, has been and is
hereby fully authorized to execute this Agreement on behalf of 3425 COLLINS, LLC, a
Delaware limited liability company, pursuant to that certain Written Consent of the
Managers of 3425 Collins LLC adopted on January 20, 2016, attached hereto and
incorporated herein by reference.
NOW, THEREFORE, in Consideration of the Sum of Ten Dollars ($10.00), the
mutual covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending
to be legally bound, hereby agree as follows:
1. INCORPORATION OF RECITALS. The foregoing recitals are true
and correct and are hereby incorporated into this Agreement by this reference as if fully
set forth herein.
2. DEFINITION OF MATERIAL TERMS. Any terms that are not
defined herein are defined as set forth in the ILA or in the 600 Alton Agreement. In the
event of a conflict between the ILA, the 600 Alton Agreement and this Agreement, the
ILA shall control.
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION. Page 5 of 28
3425 COLLINS LLC AGREEMENT .
3. LEGALLY BINDING COMMITMENT. The Parties agree that this
Agreement constitutes a legally binding commitment by the Applicant to provide
Monetary Proportionate Share Mitigation for the Development Proposal for the Property
sought to be approved by the City.
4. MONETARY PROPORTIONATE SHARE MITIGATION
ALTERNATIVES AND ESCROW AGREEMENT.
A. Mitigation Alternatives: The Parties agree that the Applicant shall
satisfy its Monetary Proportionate Share Mitigation requirement under this Agreement
through one of the following two mitigation alternatives. As a condition of this
Agreement, the Developer will deposit the sum of Six Hundred Ninety-Eight Thousand,
Four Hundred Seventy-Five Dollars ($698,475.00) ("Monetary Proportionate Share
Mitigation Payment") into an Escrow Account, to be held by the School Board
Attorney's Office, as Escrow Agent, in compliance with the provisions set forth in that
certain escrow agreement, attached hereto and incorporated herein as Exhibit "C"
("Escrow Agreement"), in order to ensure funds are available to cover the creation of
either the School Project or the cost of banked seats, as further described below:
Alternative#1: Purchase of available Capacity Credits from Mitigation Bank#2015-
003: The School District shall be the sole authority to determine that Mitigation Bank
#2015-003 has been fully funded by 600 Alton and that Banked Seats are available for
purchase by other developers. If Mitigation Bank #2015-003 is established by June 2,
2016, the Applicant shall purchase student stations ("Capacity Credits" or "Banked
Seats"), to satisfy the Applicants Monetary Proportionate Share Mitigation requirement
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 6 of 28
3425 COLLINS LLC AGREEMENT
under this Agreement. The purchase price of the Banked Seat(s) has been established at
$ 31,546 (Thirty One Thousand Five Hundred Forty Six Dollars) per seat. As such, the
amount of the Monetary Proportionate Share Mitigation cost under this option shall be
Sixty Three Thousand Ninety Two Dollars ($63,092).
Alternative #2: Provide full capital cost of a public school project: The School
District shall be the sole authority to determine that Mitigation Bank#2015-003 has been
fully funded by 600 Alton and that Banked Seats are available for purchase by other
developers. If Mitigation Bank #2015-003 is not established by June 2, 2016, then the
Parties agree that the Applicant shall provide the full capital cost of one (1) senior high
school classroom of twenty-five (25) student stations, which will be added to the first
three (3) years of the School District's Facilities Work Program. The Monetary
Proportionate Share Mitigation cost under this Option is Six Hundred Ninety Eight
Thousand Four Hundred Seventy-Five Dollars ($698,475), as set forth below. These
Monetary Proportionate Share Mitigation funds shall be used by the School District to
provide for the creation of the School Project.
B. Issuance of Finding: Upon the full execution of this Agreement by all
appropriate Parties and receipt of the Monetary Proportionate Share Mitigation Payment,
the School District shall issue a Finding of Available School Facility Capacity
("Finding") pursuant to the ILA. The duration and effect of this Finding shall be in
accordance with the ILA. However, in no event shall this Finding, or any allocation of
student seats based on this Finding ("School Concurrency Allocation"), continue to be
effective if the Applicant fails to perform his/her/its obligations under this Agreement.
Conversely, once Applicant has completely performed his/her/its obligations under this
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 7 of 28
3425 COLLINS LLC AGREEMENT
Agreement, Applicant shall be entitled to rely on the Finding and School Concurrency
Allocation to the extent of the School Capacity provided by the Monetary Proportionate
Share Mitigation. Delivery of the Monetary Proportionate Share Mitigation payment
shall be made by the Applicant within thirty (30) calendar days following the full and
proper execution of this Agreement, unless otherwise extended at the sole and absolute
discretion of the School Board or designee (defined hereinafter as Effective Date).
C. Escrow Agreement: The Applicant will fund the Escrow Account in accordance
with this Agreement. Delivery of the Monetary Proportionate Share Mitigation Payment
in the amount of Six Hundred Ninety-Eight Thousand Four Hundred Seventy-Five
Dollars ($698,475) shall be made by wire transfer or any other method of payment
acceptable to the School Board's Office of Treasury Management, and Escrow Agent is
hereby authorized to disburse escrowed funds in accordance with terms and conditions
set forth in Exhibit"C"hereof.
If the Applicant purchases two (2) Banked Seats from Mitigation Bank 2015-003 under
Alternative #1, at the established price of$31,546 per seat (total $63,092), all subject to
Board and City approval, the Applicant will be eligible to receive Educational Facilities
Impact Fee Credits up to the amount of the total purchase price of the Banked Seats. As
further detailed in Section 5, below, the Applicant has already paid Educational Facilities
Impact Fees in the amount of$90,175, which exceeds the purchase price of the Banked
Seats. In this event, the Escrow Agent is hereby authorized to disburse the full amount
held in Escrow to the Applicant, less any fees and costs.
Under Alternative #2, the Applicant has agreed to provide the full monetary contribution
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION. Page 8 of 28
3425 COLLINS LLC AGREEMENT
equal to the cost of one senior high school classroom containing twenty-five (25) student
stations, less any Educational Facilities Impact Fee Credits assessed or paid to Miami-
Dade County ("County"). The cost of the School Project has been established at
1 $788,650, which was derived based on the cost per student station, as published by the
State of Florida DOE, for October of 2017 (the anticipated commencement date of
construction). If the,School Project is to be constructed, then a line item in the amount of
$788,650 will be added to the District's Facilities Work Program as part of the next
update, for the creation of twenty-five (25) student stations at Miami Beach Senior High
School, as contained in the Board approved Work Program.
As stated above, the Developer has already paid Educational Facilities Impact Fees in the
amount of $90,175. As such, the Monetary Proportionate Share Mitigation Payment of
$698,475 (capital construction cost of$788,650 less impact fee credits of$90,175) will
be retained by the District for construction of the School Project. In this event, the
Escrow Agent is hereby authorized to disburse the full amount held in Escrow to The
School Board of Miami-Dade County, Florida,to be designated for the School Project.
In the event Applicant fails to pay the Monetary Proportionate Share Mitigation Payment
as provided for herein, the School District, at its sole option, may cancel this Agreement
and may credit the reserved seats to the Concurrency Service Area from which they were
reserved. Issuance of a Finding by the School District shall be a pre-condition to issuance
of building permits by the City for the subject Development Proposal.
5. EDUCATIONAL FACILITIES IMPACT FEE CREDIT. As
consideration for the Applicant's Monetary Proportionate Share Mitigation specified
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 9 of 28
3425 COLLINS LLC AGREEMENT
I ,
herein, and as further elaborated in Section 6(c) of this Agreement, the Parties agree
that the School District shall provide a credit of Ninety Thousand One Hundred Seventy
Five Dollars ($90,175), which is the Educational Facilities Impact Fees imposed by
County and paid by the Applicant for construction of the Development Proposal
("Impact Fee Credit"). The Impact Fee Credit amount was determined by the County,
pursuant to the then current Miami-Dade County Educational Facilities Impact Fee
Ordinance (Chapter 33K, of Miami-Dade County Code of Ordinances), the Interlocal
Agreement Between Dade County and The School Board of Dade County, Florida,
relating to Educational Facilities Impact Fee Monies, and the Metropolitan Dade County
Educational Facilities Impact Fee Administrative Procedures Manual, as each may have
been amended or may be amended from time to time. The amount of the Impact Fee
Credit does not include any administrative or other fees which the County may impose as
part of its administrative process, and has been rounded-off to the nearest dollar amount.
6. MITIGATION BANKING. In the event that Alternative #2 is triggered,
the Applicant will provide for the cost of construction by the School District of twenty-
five (25) high school seats, resulting in twenty three (23) seats in excess of the two (2)
seats needed to be mitigated by the Applicant. As such, the Applicant has the right to
transfer the excess twenty three (23) seats ("New Capacity Credits")to future residential
developments, as set forth in this Agreement. In order for the School District to manage
and transfer New Capacity Credits for the Applicant, a mitigation bank shall be
established in connection with this Development Proposal ("New Mitigation Bank") for
the School Project. The School District shall create and administer the New Mitigation
Bank as follows:
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 10 of 28
3425 COLLINS LLC AGREEMENT
a. Monetary Proportionate Share Mitigation Cost. The Monetary
Proportionate Share Mitigation amount of Seven Hundred Eighty Eight
Thousand Six Hundred Fifty Dollars ($788,650) is the cost of the senior high
school classroom, and is derived by multiplying the total number of student
stations to be constructed (25 seats), by the student station cost of$31,546,
which is the construction cost projected by the Florida Department of
Education to be in place at the time of construction of the School Project
(October 2017) (i.e. 25 student stations x $31,546 cost per station =
$788,650). In this Agreement, "student station" and "seat" shall be used
interchangeably unless otherwise specified.
b. Number of New Banked Seats. The number of New Banked Seats shall
be established by determining the excess number of school seats, if any,
resulting from construction of the School Project ("New Banked Seats"), to
wit: the number of seats to be constructed (25), less the number of seats
needed to be mitigated (2), resulting in twenty three (23) New Banked Seats
for the subject Development Proposal (i.e. 25 seats constructed — 2 mitigated
seats = 23 New Banked Seats). In this Agreement, "New Banked Seats" and
"New Capacity Credits" shall be used interchangeably unless otherwise
specified.
c. Estimated Educational Facilities Impact Fee Credits. Pursuant to the
Miami-Dade County Educational Facilities Impact Fee Ordinance, the
Applicant has paid Educational Facilities Impact Fee(s) ("Impact Fee") for
the subject Development Proposal. The Impact Fee in the amount of$90,175
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 11 of 28
3425 COLLINS LLC AGREEMENT
(rounded-off to the nearest dollar) has been paid by Applicant to Miami-Dade
County for the subject Development Proposal. The Impact Fee payment does
not include any administrative or other fees, which the County may have
imposed as part of its administrative process.
d. Mitigation Banking Cost. The Mitigation Banking Cost of $698,475 is
the total combined value of the twenty three Banked Seats, which will be
r
eligible and available for transferring New Capacity Credits to future
residential development applicants ("Mitigation Banking Cost"). The
Mitigation Banking Cost is derived by subtracting the Impact Fee paid
($90,175) from the Monetary Proportionate Share Mitigation amount
($788,650), resulting in $698,475 (i.e.$788,650.00 - $90,175= $698,475).
e. Reimbursable Value of new Banked Seats. At the time that the
Monetary Proportionate Share Mitigation payment is made by the Applicant,
and after clearance of all funds, the School District shall issue written
confirmation to the Applicant validating the number of New Banked Seats
available for transfer. New Capacity Credits may only be transferred to future
residential development proposals within the same Concurrency Service Area
or adjacent Concurrency Service Areas, and within the same Geographic
Area. For purposes of crediting the Applicant for each New Banked Seat, the
reimbursable value of each New Banked Seat has been established at $25,415
("Reimbursable Value"). This Reimbursable Value is obtained by
subtracting the Mitigation Banking Cost ($698,475), less the value of the two
mitigated seats ($63,092), and dividing the result by the twenty-five (25) seats
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 12 of 28
3425 COLLINS LLC AGREEMENT
to be created as a result of School Project, resulting in an individual
Reimbursable Value of$25,415 per Banked Seat(i.e. $698,475 less $63,092 =
$635,383 divided by 25 seats = $25,415). Applicant hereby authorizes the
School District to enter into any required agreement with future developers
who may desire to purchase New Capacity Credits from the New Mitigation
Bank, under the terms and conditions set forth herein, and to effectuate the
transfer of New Capacity Credits accordingly. Payment by the School District
to the Applicant for the Final Reimbursable Value of the new Banked Seats
purchased shall be made within thirty(30)days after the final reconciliation of
funds is completed by the School District.
f. Expiration of New Capacity Credits,. New Capacity Credits may be
purchased by future applicant(s) within six (6) years from the date the School
Board authorized the execution of this Agreement, which in this instance, is
hereby established as March 9, 2016, and subject to expiration of timeframe
set forth under Section 17 hereof. After 5:00 PM (Miami Time), March 8,
2022, any remaining New Capacity Credits created by the Monetary
Proportionate Share Mitigation option shall be deemed.expired, and any New
Banked Seat(s) not yet transferred will be returned to the Concurrency Service
Area where the School Project was constructed.
g. Purchasing of New Capacity Credits by Future Applicants. The
School District agrees to make known to all future residential development
applicants within the Concurrency Service Area or Adjacent Concurrency
Service Areas within the same Geographic Area, the option to purchase New
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 13 of 28
3425 COLLINS LLC AGREEMENT
Capacity Credits from this New Mitigation Bank. Future applicants may
purchase New Capacity Credit(s) only if the Mitigation Bank(s) has sufficient
number of available seats to provide for the entire school capacity deficiency.
h. Priority of Capacity Credit Transfers. In the event multiple mitigation
banks are created by other applicants, for the same Concurrency Service Area
or Adjacent Concurrency Service Areas within the same Geographic Area, the
Capacity Credits shall be made available for transfer to future applicants in the
order in which the Mitigation Bank has been established and the Banked Seats
are readily available for transfer to another residential developer applicant, as
set forth in Section 17 of this Agreement.
i. Annual Reports. The School District will provide annual reports to the
Applicant ("Annual Reports"), containing the balance of New Banked Seats
remaining, if any, and New Capacity Credit transfers, if any, prior to July 1 of
each year. The School District shall charge an annual administrative fee as
may be established in the Procedures Manual for Implementing the Amended
and Restated Interlocal Agreement for Public School Facility Planning in
Miami-Dade County. The annual administrative fee shall be paid by the
Applicant to the School •District prior to issuance of the Annual Report.
Upon expiration or transfer of all New Capacity Credits, the School District
shall issue a final report to Applicant("Final Report").
7. SCHOOL CAPACITY IMPROVEMENT. The School District agrees
to apply the Monetary Proportionate Share Mitigation payment made by the Applicant
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 14 of 28
3425 COLLINS LLC AGREEMENT
toward the School Projects described under Section 4 of this Agreement. The School
Project will include the Monetary Proportionate Share Mitigation, which will be reflected
in the District's Facilities Work Program at the time of its next annual update following
the execution of this Agreement and receipt of the Monetary Proportionate Share
Mitigation payment as set forth herein.
8. EFFECTIVE DATE. This Agreement shall take effect upon the last of
the Parties signing this Agreement, but in no event later than April 8, 2016. Failure to
deliver this Agreement to the School Board executed by the Applicant by March 8, 2016
and by the City by March 18, 2016 may, in the sole discretion of the School District,
result in the revocation of the Concurrency Determination issued by the School District
on August 25, 2015, incorporated herein by reference.
9. TERM. This Agreement shall expire upon the Parties' completion
of their performance of all obligations herein or within six (6) years from Effective Date,
whichever comes first.
10. STATUTORY COMPLIANCE., The Parties agree that this Agreement
satisfies the requirements for a binding Proportionate Share Mitigation agreement in
Section 163.3180(6)(h)2, Florida Statutes and as provided for in the ILA.
11. NOTICES AND DELIVERABLES.
A. All notices or communications and deliverables under this Agreement by any
Party to the others shall be sufficiently given or delivered if dispatched by (a)
certified U.S. mail, postage pre-paid, return receipt requested, (b) hand
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 15 of 28
3425 COLLINS LLC AGREEMENT
delivery, (c) Federal Express or other comparable overnight mail service, (d)
telephone facsimile transmission with transmission receipt, or (e) electronic
mail to the following addresses, or as the same may be changed in writing
from time to time. Whenever any of the Parties desires to give notice to the
others, such notice must be in writing, addressed to the Party for whom it is
intended at the place last specified. The place for giving of notice shall remain
such until it is changed by written notice in compliance with the provisions of
this paragraph. Until otherwise designated by amendment to this Agreement,
the Parties designate the following as the respective places for giving notice
("Notice"):
In the case of Notice or communication to the School Board:
The School Board of Miami-Dade County, Florida
c/o Superintendent of Schools
1450 N.E. Second Avenue, Room 912
Miami, Florida 33132
With copies to:
Miami-Dade County Public Schools
Facilities Planning
Attn: Deputy Chief Facilities & Eco-Sustainability Officer
1450 N.E. Second Avenue, Room 525
Miami, Florida 33132
Arijo@dadeschools.net; and concurrency@dadeschools.net
The School Board of Miami-Dade County, Florida
c/o School Board Attorney
1450 NE 2 Avenue, Suite 400
Miami, Florida 33132
Walter.Harvey @dadeschools.net
Acraft @dadeschools.net
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 16 of 28
3425 COLLINS LLC AGREEMENT
In the case of Notice or communication to the Applicant:
Mr. Sergio Jalife, Manager
3425 Collins, LLC
3201 Collins Avenue
Miami Beach, FL 33140
With copy to:
Neisen Kasdin, Esquire
Akerman LLP
Brickell City Centre
98 SE 7th Street
Miami, Florida 33131
Fax: (305) 374-5095
Email: neisen.kasdin @akerman.com
In the case of Notice or communication to the City:
Michael Belush, AICP, Principal Planner
Planning Department, City of Miami Beach
1700 Convention Center Dr., Miami Beach, FL 33139
Fax: 305-673-7559
michaelbelush@miamibeachfl.gov
With a copy to:
Raul Aguila, City Attorney
OFFICE OF THE CITY ATTORNEY
1700 Convention Center Dr., Miami Beach, FL 33139
RaulAguila @miamibeachfl.gov
B. For purposes of this Agreement, the Superintendent of Schools or his/her
designee shall be the Party designated by the School Board to grant or deny
any and all approvals required under this Agreement, including, without
limitation, issuance of reports, as provided herein.
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3425 COLLINS LLC AGREEMENT
C. Except as otherwise provided in this Agreement, any Notice or deliverable
shall be deemed received only upon actual delivery at the address set forth
above. Notices or deliverables delivered after 5:00 PM (at the place of
delivery) or on a non-business day, shall be deemed received on the next
business day. If any time for giving Notice contained in this Agreement
would otherwise expire on a non-business day, the Notice period shall be
extended to the next succeeding business day. "Day" as used in this
Agreement shall be defined as calendar day, unless otherwise provided.
Counsel for the School Board, counsel for the City and counsel for the
Applicant may deliver Notice on behalf of the School Board, the City and the
Applicant,respectively. Any Party or other person to whom Notices are to be
sent or copied may notify the other Parties of any change in name or address
to which Notices shall be sent by providing the same pursuant to this
provision.
12. RELEASE. When all of the Parties' obligations set forth herein are
fully paid and performed, each Party shall release all other Parties from this Agreement,
and all Parties shall release all other Parties from any and all future claims, costs or
liabilities arising out of the provision of Monetary Proportionate Share Mitigation in
accordance with this Agreement. These releases shall be simultaneously exchanged and
shall be recorded in the Official Records of Miami-Dade County, Florida, evidencing
such performance.
13. VENUE; CHOICE OF LAW; ATTORNEY'S FEES. This
Agreement shall be interpreted and construed in accordance with and governed by the
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 18 of 28
3425 COLLINS LLC AGREEMENT
laws of the State of Florida without regard to its conflicts of laws provisions. Any
controversies or legal issues arising out of this Agreement, and any action involving the
enforcement or interpretation of any rights hereunder, shall be submitted to the
jurisdiction of the State Court of the 11th Judicial Circuit, in and for, Miami-Dade
County, Florida. The Parties agree that in the event of any dispute of whatever nature
relating to this Agreement, venue shall be in Miami-Dade County, Florida. The Parties
further agree that, in the event of a dispute among the Parties, each Party shall be
responsible for its own attorney's fees and costs through all appeals.
14. CAPTIONS AND PARAGRAPH HEADINGS. Captions and
paragraph headings contained in this Agreement are for convenience and reference only.
They in no way define, describe, extend or limit the scope or intent of this Agreement.
15. NO WAIVER. No waiver of any provision of this Agreement shall be
effective unless it is in writing, signed b the Party against whom it is asserted. Any
g� g by Y g
such written waiver shall only be applicable to the specific instance to which it relates,
and shall not be deemed to be a continuing or future waiver. The failure of any Party to
g Y
insist upon strict performance of any of the covenants, provisions or conditions of this
Agreement shall not be construed as waiving or relinquishing any such covenants,
provisions or conditions, but the same shall continue and remain in full force and effect.
16. EXHIBITS. All Exhibits attached hereto contain additional terms of this
Agreement, and are incorporated herein by reference.
17. AMENDMENTS AND ENCUMBRANCE OF PROPORTIONATE
SHARE MITIGATION PAYMENT. No modification, amendment, or alteration
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 19 of28
3425 COLLINS LLC AGREEMENT
in the terms or conditions contained herein shall be effective, unless contained in a
written document prepared, in recordable form, with the same formality as this
Agreement and duly executed by all the Parties to this Agreement. Additionally, this
Agreement may be modified only until the earliest of the following times: . (a) issuance
permit for the Development Project; or (b) the School
of the first principal building pe p Project; ( )
District Encumbers ("Encumbers" shall mean monies committed by contract or purchase
order in a manner that obligates the School Board to expend the funded amount upon
delivery of goods or the rendering of services provided by a vendor, supplier or
contractor for the School Project) any portion of the Monetary Proportionate Share
Mitigation payment; or(c) six (6) months after the date that this Agreement is authorized
by the School Board; or (d) the Applicant provides written notice to the Parties advising
that the New Mitigation Bank is to be established and the School District may
immediately transfer New Banked Seats to other residential development applicants, as
set forth in Section 6 of this Agreement. No refunds shall be made thereafter.
18. COVENANT RUNNING WITH THE LAND. This Agreement shall
constitute a covenant running with the land and shall be recorded by the School Board, at
the Applicant's expense, in the public records of Miami-Dade County, Florida, and shall
remain in full force and effect and be binding upon the undersigned Applicant, and its
heirs, successors and assigns, until such time as the same expires in accordance with the
provisions hereof, or is otherwise .modified or released pursuant to an instrument
executed on behalf of the Parties.
19. ASSIGNMENT. The Applicant may assign its rights, obligations and
responsibilities under this Agreement to a third party purchaser of all or any part of fee
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 20 of 28
3425 COLLINS LLC AGREEMENT
simple title to the Property. Any such assignment shall be in writing and shall require the
prior written consent of all of the Parties, such consent not to be unreasonably withheld.
At the election of the School District, such consent may be conditioned upon the written
agreement of the assignee to assume all of Applicant/Assignor's duties and obligations
aid this Agreement and to comply with conditions and procedures to a d in the
monitoring and enforcement of the assignee's performance of the Monetary Proportionate
Share Mitigation under this Agreement. The Assignor under such assignment shall
furnish the Parties with a copy of the duly executed assignment, in recordable form,
within ten (10) days of the date of execution of same. The Parties further agree that an
assignment of this Agreement shall only be permitted where (a) the Applicant/Assignor
has mitigated for the public school impacts of the subject Property with Monetary
Proportionate Share Mitigation payment having been made, (b) this Agreement is being
assigned to the purchaser of the subject Property, and (c) the assigned Monetary
Proportionate Share Mitigation continues to be used for the subject Property.
20. DEFAULT. If any Party fails to perform or observe any of the material
terms and conditions of this Agreement for a period of thirty (30) calendar days after
receipt of written notice of such default from another Party, the Party giving notice of
default may terminate this Agreement by providing the parties with ten (10) days
additional written notice. Failure of any Party to exercise its rights in the event of any
breach by one or more other Parties shall not constitute a waiver of such rights. No Party
shall be deemed to have waived any failure to perform by another Party unless such
waiver is in writing and signed by the other Parties. Such waiver shall be limited to the
terms specifically contained therein.
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3425 COLLINS LLC AGREEMENT
21. COUNTERPARTS. This Agreement may be executed in three (3)
counterparts, each of which when executed and delivered shall be deemed to be an
original; however, all such counterparts together shall constitute but one and the same
instrument. Signature and acknowledgment pages, if any, may be detached from the
counterparts and attached to a single copy of this document to physically form one
document. The School Board shall be the last party to execute this Agreement.
22. RECORDING OF DOCUMENTS. The School District shall record this
Agreement and any related documentation, including without limitation, Assignments, if
any, and Releases, within thirty(30)days after proper execution thereof and receipt of the
document and recordation costs, in the Public Records of Miami-Dade County, Florida.
The Applicant shall pay all recordation costs to the School District.
23. SEVERABILITY. If any provision of this Agreement is declared invalid
or unenforceable by a court of competent jurisdiction, the invalid or unenforceable
provision will be stricken from the Agreement, and the balance of the Agreement will
remain in full force and effect as long as doing so would not affect the overall purpose or
intent of the Agreement.
24. WAIVER OF TRIAL BY JURY. THE PARTIES WAIVE TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT
BY ANY PARTY AGAINST ANY OTHER PARTY OR PARTIES WITH
RESPECT TO ANY MATTER ARISING UNDER THIS AGREEMENT.
25. TIME IS OF THE ESSENCE. Time is of the essence in the
performance of this Agreement.
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3425 COLLINS LLC AGREEMENT
26. MERGER CLAUSE. This Agreement and all Exhibits thereto set forth
the entire agreement among the Parties, and it supersedes all prior and contemporaneous
negotiations, understandings and agreements,written or oral, among the Parties.
[SIGNATURE PAGES FOLLOW]
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 23 of 28
3425 COLLINS LLC AGREEMENT
IN WITNESS WHEREOF,the Parties have made and executed this Agreement
on the respective dates under each signature:
APPLICANT/PROPERTY OWNER
WITNESSES: 3425 COLLINS,LLC,
A Delaware limited liability company
By:
Print Name: Sergio Jalife, Manager, as Authorized
Signatory pursuant to that certain
Written Consent of the Managers of
3425 Collins, LLC, dated January 20,
2016, attached hereto and incorporated
Print Name: herein as Exhibit"D"
day of ., 201_.
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this_day of , 201,
by Sergio Jalife, Manager, as Authorized Signatory, on behalf of 3425 Collins, LLC, a
Delaware limited liability company He is [ ] personally known to me or [ ] has
produced as identification and who further acknowledged
that he signed the above instrument with full authority, as set forth therein, on behalf of
said limited liability company.
Notary Public, State of Florida
Print Name:
My commission expires:
[THIS SPACE IS INTENTIONALLY LEFT BLANK]
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 24 of 28
3425 COLLINS LLC AGREEMENT
n
SCHOOL BOARD
THE SCHOOL BOARD OF MIAMI-
DADE COUNTY,FLORIDA
WITNESSES:
By: (Seal)
Alberto M. Carvalho,
Superintendent of Schools
Print Name: day of , 201_.
Print Name:
RECOMMENDED: TO THE SCHOOL BOARD:
Approved as to Form and legal sufficiency:
Jaime G. Torrens School Board Attorney
Chief Facilities Officer
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 25 of 28
3425 COLLINS LLC AGREEMENT
ACKNOWLEDGMENT
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged be fore me this day of
, 201_, by ALBERTO M. CARVALHO, as Superintendent of
Schools, acting on behalf of THE SCHOOL BOARD OF MIAMI-DADE COUNTY,
FLORIDA, a public body corporate and politic existing under the laws of the State of
Florida, who personally appeared before me, and is [ x] personally known to me or [ ]
produced as identification, and who further acknowledged that he
signed the above instrument with full authority, as set forth therein, on behalf of The
School Board of Miami-Dade County, Florida.
Notary:
[NOTARY SEAL] Print Name:
My Commission expires:
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 26 of 28
3425 COLLINS LLC AGREEMENT
CITY OF MIAMI BEACH:
WITNESSES: City of Miami Beach:
Print Name: By:
, Mayor
Print Name: day of , 201_.
ATTEST:
Clerk
By:
Acting Planning Director
ATTEST.
APPROVED AS TO FORM AND
LANGUAGE AND FOR
EXECUTION:
City Attorney cii0'
Date: a—� "
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 27 of 28
3425 COLLINS LLC AGREEMENT
ACKNOWLEDGMENT
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
201_, by as
Mayor, acting on behalf of City of Miami Beach:, a Municipal Corporation, existing
under the laws of the State of Florida. He/she personally appeared before me, and is [ x]
personally known to me or [ ] produced as identification, , and
who acknowledged that he/she signed the above instrument with full authority, as set
forth therein, on behalf of City of Miami Beach, Florida.
Notary:
[NOTARY SEAL] Print Name:
My Commission expires:
SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 28 of 28
3425 COLLINS LLC AGREEMENT
STONER & ASSOCIATES, Inc. 4341 S.W. 62nd Avenue, Davie, FL 33314
SURVEYORS - MAPPERS T. (954) 585-0997 • F: (954) 585-3927
Exhibit "A"
This is to certify that the following legal description describes a parcel of land located at 3425 Collins
Avenue,City of Miami Beach, Florida 33140. Miami-Dade County property folio No.02-3226-001-1440.
LEGAL DESCRIPTION
FORMER VERSAILLES HOTEL CONDOMINIUM
PARCEL 1
LOTS 1 THROUGH 8, INCLUSIVE,AND THE 16.00 FOOT ALLEY,ALL IN BLOCK 21, OF AMENDED MAP OF
THE OCEAN FRONT PROPERTY OF MIAMI BEACH IMPROVEMENT COMPANY,ACCORDING TO THE PLAT
THEREOF, RECORDED IN PLAT BOOK 5,AT PAGES 7 AND 8,OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA.
TOGETHER WITH:
PARCEL 2
A PARCEL OF LAND BEING A PORTION OF SECTION 26,TOWNSHIP 53 SOUTH, RANGE 42 EAST, LYING
WITHIN THE CITY OF MIAMI BEACH, MIAMI-DADE COUNTY, FLORIDA.SAID PARCEL OF LAND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF LOT 8, BLOCK 21 OF THE AMENDED MAP OF THE OCEAN
FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY,ACCORDING TO THE PLAT THEREOF
AS RECORDED IN PLAT BOOK 5,PAGES 7 AND 8,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA.
THENCE SOUTH 82°33' 12" E,ALONG THE SOUTH LINE OF LOTS 8 AND 1 OF SAID BLOCK 21,A DISTANCE
OF 344.00 FEET TO THE EXISTING SOUTHEAST CORNER OF SAID LOT 1, BLOCK 21;
THENCE NORTH 06°49' 29" EAST,ALONG THE EXISTING EAST LINE OF LOTS 1,2,3 AND 4 OF SAID BLOCK
21 AND ALSO ALONG THE BULKHEAD LINE,AS SHOWN IN THE PLAT MAP ENTITLED"ESTABLISHMENT OF
EROSION CONTROL LINE",AS RECORDED IN PLAT BOOK 105, PAGE 62 OF THE PUBLIC RECORDS OF
MIAMI-DADE COUNTY, FLORIDA,A DISTANCE OF 200.72 FEET TO THE EXISTING NORTHEAST CORNER OF
SAID LOT 4;
THENCE SOUTH 82°38'28" EAST,ALONG THE EASTERLY EXTENSION OF THE NORTH LINE OF SAID LOT 4,
BLOCK 21,A DISTANCE OF 25.57 FEET TO A POINT ON THE EROSION CONTROL LINE,AS SHOWN IN SAID
PLAT MAP ENTITLED "ESTABLISHMENT OF EROSION CONTROL LINE";
www.stonersurveyors.com
Page 2 of 3
January 26, 2016
THENCE SOUTH 06°59' 18"WEST,ALONG SAID EROSION CONTROL LINE,A DISTANCE OF 200.76 FEET TO
A POINT ON THE EASTERLY EXTENSION OF THE SOUTH LINE OF SAID LOT 1, BLOCK 21;
THENCE NORTH 82°33' 12"WEST,ALONG SAID EASTERLY EXTENSION OF THE SOUTH LINE OF LOT 1,
BLOCK 21 A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING.
SAID LANDS SITUATE WITHIN THE CITY OF MIAMI BEACH, MIAMI-DADE COUNTY, FLORIDA.
PARCELS 1 AND 2 COLLECTIVELY ALSO DESCRIBED AS FOLLOWS:
A PARCEL OF LAND BEING A PORTION OF SECTION 26,TOWNSHIP 53 SOUTH, RANGE 42 EAST, LYING
WITHIN THE CITY OF MIAMI BEACH, MIAMI-DADE COUNTY, FLORIDA. SAID PARCEL OF LAND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF LOT 8, BLOCK 21 OF THE AMENDED MAP OF THE OCEAN
FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY,ACCORDING TO THE PLAT THEREOF
AS RECORDED IN PLAT BOOK 5, PAGES 7 AND 8,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA.
THENCE NORTH 07°26'48" EAST,ALONG THE WEST LINE OF LOTS 8,7, 6 AND 5 OF SAID BLOCK 21,A
DISTANCE OF 200.19 FEET TO THE NORTHWEST CORNER OF SAID LOT 5, BLOCK 21;
THENCE SOUTH 82°38'28" EAST,ALONG THE NORTH LINE OF LOTS 5 AND 4,OF SAID BLOCK 21 AND
ALONG THE EASTERLY EXTENSION OF SAID LOT 4,A DISTANCE OF 367.39 FEET TO A POINT ON THE
EROSION CONTROL LINE,AS SHOWN IN PLAT MAP ENTITLED"ESTABLISHMENT OF EROSION CONTROL
LINE",AS RECORDED IN PLAT BOOK 105, PAGE 62 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA;
THENCE SOUTH 06°59' 18"WEST,ALONG SAID EROSION CONTROL LINE,A DISTANCE OF 200.76 FEET TO
A POINT ON THE EASTERLY EXTENSION OF THE SOUTH LINE OF SAID LOT 1, BLOCK 21;
THENCE NORTH 82°33' 12"WEST,ALONG SAID EASTERLY EXTENSION OF THE SOUTH LINE OF LOT 1 AND
ALONG THE SOUTH LINE OF SAID LOTS 1 AND 8, BLOCK 21 A DISTANCE OF 369.00 FEET TO THE POINT OF
BEGINNING.
SAID LANDS SITUATE WITHIN THE CITY OF MIAMI BEACH, MIAMI-DADE COUNTY, FLORIDA.
AREA PARCEL 1= 1.5780 ACRES(68,736 SQUARE FEET) MORE OR LESS.
AREA PARCEL 2=0.1165 ACRES(5,076 SQUARE FEET)MORE OR LESS
TOTAL AREA(PARCELS 1 AND 2)= 1.6945 ACRES(73,812 SQUARE FEET) MORE OR LESS.
NOTE:THE ABOVE LEGAL DESCRIPTION WAS PREPARED BY STONER&ASSOCIATES, INC.AND IS NOT
BASED ON A TITLE SEARCH.
Page 3 of 3
January 26, 2016
OWNERSHIP NOTE:
PARCEL 1:
PARCEL 1,SHOWN HEREON IS COMPRISED OF LOTS 1 THRU 8, INCLUSIVE AND THE 16.00 FOOT ALLEY,
ALL IN BLOCK 21,OF AMENDED MAP OF OCEAN FRONT PROPERTY OF MIAMI BEACH IMPROVEMENT
COMPANY,ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 5,AT PAGES 7 AND 8 OF THE
PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.THE OWNERSHIP OF PARCEL 1 IS VESTED IN 3425
COLLINS, LLC,AS SHOWN IN THE "GENERAL WARRANTY DEED", RECORDED IN OFFICIAL RECORDS BOOK
28768, PAGE 1588,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.
PARCEL 2:
PARCEL 2,SHOWN HEREON IS COMPRISED OF THE AREA OF LAND LYING BETWEEN THE BULKHEAD LINE
AND THE EROSION CONTROL LINE, BOTH SHOWN ON THE PLAT ENTITLED "EROSION CONTROL LINE",
RECORDED IN PLAT BOOK 105, PAGE 62,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA,
AND THE NORTH LINE OF LOT 4 AND THE SOUTH LINE OF LOT 1, BOTH LINES EXTENDED EAST TO THE
EROSION CONTROL LINE. PARCEL 2 IS ADDED TO THE UPLAND PROPERTY PURSUANT FLORIDA
STATUTES,TITLE XI,CHAPTER 161 BEACH AND SHORE PRESERVATION,s.s. 161-141-161.211.
ss. 161.141 PROPERTY RIGHTS OF STATE AND PRIVATE UPLAND OWNERS IN BEACH RESTORATION
PROJECT AREAS. ...ANY ADDITIONS TO THE UPLAND PROPERTY LANDWARD OF THE ESTABLISHED LINE
OF MEAN HIGH WATER WHICH RESULT FROM THE RESTORATION PROJECT REMAIN THE PROPERTY OF
THE UPLAND OWNER SUBJECT TO ALL GOVERNMENTAL REGULATIONS AND ARE NOT TO BE USED TO
JUSTIFY INCREASED DENSITY OR THE RELOCATION OF THE COASTAL CONSTRUCTION CONTROL LINE AS
MAY BE IN EFFECT FOR SUCH UPLAND PROPERTY.
s.s. 161.151 DEFINITIONS. (3) "EROSION CONTROL LINE" MEANS THE LINE DETERMINED IN
ACCORDANCE WITH THE PROVISIONS OF ss. 161.141-161.211 WHICH REPRESENTS THE LANDWARD
EXTENT OF THE CLAIMS OF THE STATE IN ITS CAPACITY AS SOVEREIGN TITLEHOLDER OF THE.
SUBMERGED BOTTOMS AND SHORES OF THE ATLANTIC OCEAN,THE GULF OF MEXICO,AND THE BAYS,
LAGOONS AND OTHER TIDAL REACHES THEREOF ON THE DATE OF THE RECORDING OF THE SURVEY AS
AUTHORIZED IN s. 161.181.
Wa-
WALTER DE LA ROCHA, P.S.M. .
PROFESSIONAL SURVEYOR AND MAPPER NO. 6081
STATE OF FLORIDA .
STONER&ASSOCIATES, INC., L.B. 6633
SEAL,
NOT VALID UNLESS
SEALED HERE WITH
AN EMBOSSED
SURVEYOR'S SEAL
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Exhibit "C"
Escrow Agreement
Pursuant to Public School Concurrency Proportionate
Share Mitigation Development Agreement by and between
The School Board of Miami-Dade County, Florida
and 3425 Collins, LLC
•
ESCROW AGREEMENT
Relating to Public School Concurrency Proportionate Share
Mitigation Development Agreement
by and between
The School Board of Miami-Dade County, Florida
and
3425 Collins, LLC
THIS ESCROW AGREEMENT dated this day of 2016 (the
"Escrow Agreement"), is entered into by and among THE SCHOOL BOARD OF
MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida
("Board" or "School Board" or 'School District"), whose, business address is
Room 923, Miami, Florida 33132, and 3425 COLLINS, LLC, a
1450 NE 2 Avenue, ,
Delaware limited liability company ("Applicant" or "Developer"), authorized to
do business in the State of Florida, whose business address is 3201 Collins Avenue,
Miami Beach, Florida 33140, collectively known as the "Parties," and individually, a
"Party", and the SCHOOL BOARD ATTORNEY'S OFFICE, as escrow agent ("Escrow
Agent").
RECITALS
WHEREAS, the Applicant is the fee simple owner of that certain tract of land
(consisting of Folio # 0232260011440) located in the City of Miami Beach, Florida,
(the "City") more particularly described in Exhibit "A", attached hereto and
incorporated herein (the "Property"). The legal description and location of the
Property are both described in Exhibit "A"; and
WHEREAS, the Applicant has submitted an application seeking approval to
develop no more than 67 multifamily residential dwelling units on the Property (the
"Development Proposal"); and
WHEREAS, the School Board and the City entered into that certain Amended
and Restated Interlocal Agreement for Public School Facility Planning in Miami-Dade
County, dated December 12, 2007, (adopted and executed by the City on February
13, 2008), to implement public school concurrency and to coordinate the approval
of residential development with the provision of adequate public school facilities
("ILA"), incorporated herein by reference; and
WHEREAS, the Historic Preservation Board of the City of Miami Beach,
Florida, granted a Certificate of Appropriateness (HPB File No. 7490) on November
18,. 2014 (incorporated herein by reference), approving Applicant's. Development
Proposal, subject to conditions, one of which is Applicant's compliance with school
concurrency requirements; and
WHEREAS, the Parties agree that since adequate School Facility Capacity is
not available for two (2) of the senior high school students generated under the
Escrow Agreement-School Board&3425 Collins,LLC./FINAL Page 1 of 13
Development Proposal, a Proportionate Share Mitigation Option must be selected to
mitigate the lack of available capacity at the senior high school level; and
WHEREAS, the Parties have executed a Public School Concurrency
Proportionate Share Mitigation Development Agreement ("Mitigation
Agreement"), incorporated herein by reference, and executed concurrently with
this Escrow Agreement; and
WHEREAS, as a part of the 600 Alton Agreement, as defined in the
Mitigation Agreement, the School Board authorized the creation of a Mitigation Bank
containing sixteen (16) high school seats, available for purchase by other
developers once 600 Alton fully funds the bank, and all other provisions under the
600 Alton Agreement have been satisfied, but in no event earlier than June 2,
2016 (hereinafter referred to as "Mitigation Bank #2015-003"); and
WHEREAS, the Applicant has expressed a preference to purchase two (2)
high school seats from Mitigation Bank #2015-003 to satisfy its Monetary
Proportionate Share Mitigation requirement ("Banked Seats"). However, since
Mitigation Bank #2015-003 has not yet been fully established, and in the event it is
not in place by June 2, 2016, the Parties have agreed that the Applicant will provide
the full capital cost of a twenty-five (25) seat high school classroom ("School
Project"). The foregoing alternatives are defined as "Alternative #1" and
"Alternative #2", respectively; and
WHEREAS, the Applicant agrees to fund its obligation under either scenario
by depositing the amount of $698,475 with The School Board of Miami-Dade
County, Florida, in order to ensure funds are available to cover the creation of
either the School Project, or the cost of the Banked Seats ("Escrow Account");
and
WHEREAS, the Parties agree that the School Board Attorney's Office shall
serve as Escrow Agent and, as such, shall manage the Escrow Account in
accordance with the terms and conditions of this Escrow Agreement.
NOW THEREFORE, in Consideration of the Sum of Ten and No/100 ($10.00)
Dollars and of the promises and agreements of the Parties contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties and the Escrow Agent agree as follows:
ARTICLE 1
RECITALS
Section 1.1 Incorporation of recitals.
The above recitals are true and correct and are incorporated herein by reference.
Escrow Agreement-School Board&3425 Collins,LLC./FINAL Page 2 of 13
ARTICLE 2
ESCROW DEPOSIT
Section 2.1. Purpose. The purpose of the Escrow Agreement is to ensure
that sufficient funding, in the amount of $ 698,475.00, is available to cover the
creation of either the School Project or the cost of Banked Seats, in accordance with
the Mitigation Agreement, and allowing the Escrow Agent to disburse said funds as
directed herein.
Section 2.2. Responsibility of Applicant/ Receipt of Escrow Property.
Within thirty (30) calendar after execution hereof, Applicant shall deliver to the The
School Board of Miami-Dade County, Florida, via wire transfer or any other method
set forth in the Mitigation Agreement, the Sum of Six Hundred Ninety-Eight
Thousand, Four Hundred Seventy-Five Dollars ($698,475.00) (the "Escrow
Property"), in immediately available funds to be held in escrow by the School
Board Attorney's Office in compliance herewith. Time is of the essence.
The Parties agree that if Applicant fails to pay the Monetary Proportionate Share
Mitigation Payment, as provided for in the Mitigation Agreement and herein, the
School District, at its sole discretion, may cancel the Mitigation Agreement. In that
event, this Escrow Agreement shall be deemed automatically terminated and of no
further force and effect.
Section 2.3. Disbursements of Escrow Property.
Section 2.3.1. The Escrow Agent is hereby authorized to disburse the Escrow
Property in accordance with a payment authorization form depicted in Exhibit B-1
executed by the Superintendent or his designee as Authorized Signatories, as
defined below, and in accordance with the terms and conditions set forth in this
Escrow Agreement ("Payment Authorization Form"). The District shall deliver
to Escrow Agent the Payment Authorization Form by June 3, 2016, instructing
Escrow Agent to disburse in accordance with Alternative #1 or Alternative #2, both
defined below.
Section 2.3.2. The Mitigation Agreement provides that the School District shall
be the sole authority to determine that Mitigation Bank #2015-003 has been fully
funded by 600 Alton and that Banked Seats, as defined therein, are available for
purchase by other developers. The. Parties hereby agree that Escrow Agent shall
have two alternatives to disburse the Escrow Property, as follows: Alternative
#1: If the School District determines that Mitigation Bank #2015-003 has been
established, by June 2, 2016, then the Parties agree that the Applicant will
purchase Banked Seats to satisfy the Applicant's Monetary Proportionate Share
Mitigation requirement under the Mitigation Agreement; or Alternative #2: If the
Escrow Agreement-School Board&3425 Collins,LLC./FINAL Page 3 of 13
School District determines that the Mitigation Bank #2015-003 has not been
established by June 2, 2016, then the Parties agree that the Escrow Property shall
be used to provide for the creation of the School Project.
Section 2.3.3. Alternative #1 — Disburse, to Applicant. Under Alternative
#1, the Applicant would be able to Purchase available Capacity Credits from
Mitigation Bank#2015-003. In this event, the Escrow Agent is hereby authorized
to disburse, within thirty (30) calendar days following June 3, 2016, the full amount
of the Escrow Property to the Applicant, less any fees and costs.
Section 2.3.4. Alternative #2 — Disburse to the School Board. Under
Alternative #2, the Applicant has agreed to provide the full monetary contribution
for the creation of the School Project. In this event, the Escrow Agent is hereby
authorized to disburse, within thirty (30) calendar days following June 3, 2016, the
full amount of the Escrow Property to The School Board of Miami-Dade County,
Florida, to be designated for the School Project.
Section 2.4. Tax Reporting.
Along with the delivery of the sums to be placed in escrow, Applicant shall provide
the Escrow Agent with its certified tax identification number and any other
reasonably appropriate forms and documents that the Escrow Agent may request.
The Parties understand that if such tax reporting documentation is not provided to
the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code
of 1986, as amended, and the Regulations promulgated thereunder, to withhold a
portion of any interest or other income earned on the Escrow Property, if applicable.
Section 2.5. Termination,.
This Escrow Agreement shall automatically terminate on the date upon which the
Escrow Property is fully disbursed by the Escrow Agent in accordance with the
terms of this Escrow Agreement, whereupon this, Escrow Agreement shall be of no
further force and effect except that the provisions of Sections 4.1, 4.4, 5.3 and 5.4
hereof shall survive such termination. In addition, failure by Applicant to deposit
funds in accordance with Section 2.2 of this Agreement shall automatically
terminate this Escrow Agreement, and the Escrow Agent shall be relieved from all
responsibility hereunder.
ARTICLE 3
DUTIES OF THE ESCROW AGENT
Section 3.1. . Scope of Responsibility.
Notwithstanding any provision to the contrary, the Escrow Agent is obligated only
to perform the duties specifically set forth in this Escrow Agreement, which shall be
Escrow Agreement-School Board&3425 Collins,LLC./FINAL Page 4 of 13
deemed purely ministerial in nature. The Escrow Agent will not be responsible or
liable for the failure of any Party to perform in accordance with this Escrow
Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with,
knowledge of the terms and conditions of any other agreement, instrument, or
document other than this Escrow Agreement, whether or not an original or a copy
of such agreement has been provided to the Escrow Agent; and the Escrow Agent
shall have no duty to know or inquire as to the performance or nonperformance of
any provision of any such other agreement, instrument, or document. References
in this Escrow Agreement to any other agreement, instrument, or document are for
the convenience of the Parties, and the Escrow Agent has no duties or obligations
with respect thereto. This Escrow Agreement sets forth all matters pertinent to the
escrow contemplated hereunder, and no additional obligations of the Escrow Agent
shall be inferred or implied from the terms of this Escrow Agreement or any other
agreement.
Section 3.2. Attorneys and Agents.
The Escrow Agent shall be entitled to rely on and shall not be liable for any action
reasonably taken in accordance with the advice of competent counsel or other
professionals retained or consulted by the Escrow Agent. The Escrow Agent may
perform any and all of its duties through its agents, representatives, attorneys,
custodians, and/or nominees.
Section 3.3. Reliance.
The Escrow Agent shall not be liable for any action taken or not taken by it in
accordance with the direction or consent of the Parties or their respective agents,
representatives, successors, or assigns. The Escrow Agent shall not be liable for
acting or refraining from acting upon any notice, request, consent, direction,
requisition, certificate, order, affidavit, letter, or other paper or document believed
by it, in good faith, to be genuine and correct and to have been signed or sent by
the proper person or persons, without further inquiry into the person's or persons'
authority. Concurrent with the execution of this Escrow Agreement, the Parties
shall deliver to the Escrow Agent an authorized signatories' form, as depicted in
Exhibit B-2 attached hereto and made a part hereof ("Authorized Signatories").
Consequently, the Parties agree that the Escrow Agent may rely on Payment
Authorization Form, depicted in Exhibit B-2, duly executed by Authorized
Signatories in accordance with Exhibit B-1 in disbursement of Escrow Property.
Section 3.4. Right Not Duty Undertaken.
The permissive rights of the Escrow Agent to do things enumerated in this Escrow
Agreement shall not be construed as duties.
Escrow Agreement-School Board&3425 Collins,LLC./FINAL Page 5 of 13
Section 3.5. No Financial Obligation.
No provision of this Escrow Agreement shall require the Escrow Agent to risk or
advance its own funds or otherwise incur any financial liability or potential financial
liability in the performance of its duties or the exercise of its rights under this
Escrow Agreement.
Section 3.6. Attorney-Client Relationship with the School Board.
The Parties hereto acknowledge that the Escrow Agent has an attorney-client
relationship with the School Board. Applicant hereby waives any claim or defense
that Escrow Agent is engaged in a conflict of interest by virtue of its service as
Escrow Agent under this Agreement and Applicant further agrees not to assert in
any future litigation that Escrow Agent should be prohibited, by reason of acting as
Escrow Agent, from providing representation and legal services to or for the benefit
of the School Board, including but not limited to representation of the School Board
in litigation adverse to Applicant.
ARTICLE 4
PROVISIONS CONCERNING THE ESCROW AGENT
Section 4.1. Limitation of Liability.
The Escrow Agent shall not be liable, directly or indirectly, for any (i) damages,
losses or expenses arising out of the services provided hereunder, other than
damages, losses or expenses, subject to and within the limitations of section
768.28, F.S., which have been finally adjudicated to have directly resulted from
the Escrow Agent's gross negligence or willful misconduct, or (ii) special, indirect or
consequential damages or losses of any kind whatsoever (including without
limitation lost profits), even if the Escrow Agent has been advised of the possibility
of such losses or damages and regardless of the form of action.
Section 4.2. Resignation or Removal,.
The Escrow Agent may resign by furnishing written notice of its resignation to the
Parties, and the Parties may remove the Escrow Agent by furnishing to the Escrow
Agent a joint written notice of its removal along with payment of all expenses to
which it is entitled under this Agreement through the date of termination. Such
resignation or removal, as the case may be, shall be effective thirty (30) days after
the delivery of such notice or upon the earlier appointment of a successor, and the
Escrow Agent's sole responsibility thereafter shall be to safely keep the Escrow
Property and to deliver the same to a successor escrow agent as shall be appointed
by the Parties, as evidenced by a joint written notice filed with the Escrow Agent or
in accordance with a court order. If the Parties have failed to appoint a successor
escrow agent prior to the expiration of thirty (30) days following the delivery of
Escrow Agreement-School Board&3425 Collins,LLC./FINAL Page 6 of 13
such notice of resignation or removal, the Escrow Agent may petition any court of
competent jurisdiction for the appointment of a successor escrow agent or for other
appropriate relief, and any such resulting appointment shall be binding upon the
Parties.
Section 4.3. Compensation.
Unless otherwise provided for herein, the Escrow Agent shall not receive any
compensation for its services as Escrow Agent.
Section 4.4. Disagreements.
If any conflict, disagreement or dispute arises between, among, or involving any of
the Parties hereto concerning the meaning or validity of any provision hereunder or
concerning any other matter relating to this Escrow Agreement, or the Escrow
Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at
its option, retain the Escrow Property until the Escrow Agent (i) receives a final
non-appealable order of a court of competent jurisdiction or a final non-appealable
arbitration decision directing delivery of the Escrow Property, (ii) receives a written
agreement executed by each of the Parties involved in such disagreement or
dispute directing delivery of the Escrow Property, in which event the Escrow Agent
shall be authorized to disburse the Escrow Property in accordance with such final
court order, arbitration decision, or agreement, or (iii) files an interpleader action in
any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent
shall be relieved of all liability as to the Escrow Property and shall be entitled to
recover reasonable, actual out of pocket attorneys' fees, expenses and other costs
incurred by it in commencing and maintaining any such interpleader action. The
Escrow Agent shall be entitled to act on any such agreement, court order, or
arbitration decision without further question, inquiry, or consent.
Section 4.5. Attachment of Escrow Property; Compliance with Legal
Orders.
In the event that any Escrow Property shall be attached, garnished or levied upon
by any court order, or the delivery thereof shall be stayed or enjoined by an order
of a court, or any order, judgment or decree shall be issued by any court order
affecting the Escrow Property, the Escrow Agent is hereby expressly authorized, in
its reasonable discretion, to respond as it deems appropriate or to comply with all
writs, orders or decrees so issued. In the event that the Escrow Agent obeys or
complies with any such writ, order or decree it shall not be liable to any of the
Parties or to any other person, firm or corporation, should, by reason of such
compliance notwithstanding, such writ, order or decree be subsequently reversed,
modified, annulled, set aside or vacated.
Section 4.6 Force Majeure.
The Escrow Agent shall not be responsible or liable for any failure or delay in the
performance of its obligation under this Escrow Agreement arising out of or caused,
Escrow Agreement-School Board&3425 Collins,LLC./FINAL Page 7 of 13
directly or indirectly, by circumstances beyond its reasonable control, including,
without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism;
civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or
malfunctions of utilities, computer (hardware or software) or communications
service interruptions; accidents; labor disputes; acts of civil or military authority;
governmental action; or School District recess, it being understood that the Escrow
Agent shall use commercially reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as reasonably
practicable under the circumstances.
ARTICLE 5
MISCELLANEOUS
Section 5.1. Successors and Assigns.
This Escrow Agreement shall be binding on and inure to the benefit of the Parties
and the Escrow Agent and their respective successors.and permitted assigns. No
other persons shall have any rights under this Escrow Agreement. No assignment
of the interest of any of the Parties hereunder shall be binding unless and until (i)
written notice of such assignment shall be delivered to the other Party and the
Escrow Agent and (ii) the Party requesting such assignment shall have received the
prior written consent of the other Party and the Escrow Agent (such consent not to
be unreasonably withheld).
Section 5.2. Escheat.
The Parties are aware that under applicable state law, property which is presumed
abandoned may under certain circumstances escheat to the applicable state. The
Escrow Agent shall have no liability to the Parties, their respective heirs, legal
representatives, successors and assigns, or any other party, should any or all of the
Escrow Property escheat by operation of law.
Section 5.3. Notices.
All notices, requests, demands, and other communications required under this
Escrow Agreement shall be in writing, in English, and shall be deemed to have been
duly given if delivered (i) personally, (ii) by overnight delivery with a reputable
national overnight delivery service (iii) by mail or by certified mail, return receipt
requested, and postage prepaid or (iv) by electronic mail. A notice shall be deemed
given on the date it is received by the other Party. If notice is given to a Party, it
shall be given at the address for such Party set forth below. It shall be the
responsibility of the Parties, or their respective counsels, to notify the Escrow Agent
and the other Party in writing of any name or address changes. In the case of
communications delivered to the Escrow Agent, such communications shall be
deemed to have been given on the date received by the Escrow Agent.
Escrow Agreement-School Board&3425 Collins,LLC./FINAL Page 8 of 13
If to the School Board:
The School Board of Miami-Dade County, FL
1450 NE 2"d Avenue, Room 912
Miami, FL 33132
Attention: Superintendent of Schools
Copy to: The School Board of Miami-Dade County, FL
1450 NE 2nd Avenue, Room 923
Miami, FL 33132
Attention: Chief Facilities Officer
JTorrens@dadeschools.net
Copy to: The School Board of Miami-Dade County, FL
1450 NE 2"d Avenue, Room 400
Miami, FL 33132
Attention: School Board Attorney's Office
Walter.Harvey@dadeschools.net
If to 3425 Collins, LLC:
Mr. Sergio Jalife, Manager
3425 Collins, LLC
3201 Collins Avenue
Miami Beach, FL 33140
Copy to:
Neisen Kasdin, Esquire
Akerman LLP
1 S.E. 3rd Avenue, 25th Floor
Miami, Florida 33131
Fax: (305) 374-5095
Email: neisen.kasdin @akerman.com
If to the Escrow Agent:
The School Board of Miami-Dade County, FL
1450 NE 2nd Avenue, Room 400
Miami, FL 33132
Attention: School Board Attorney's Office
Walter.Harvey @dadeschools.net and
Acraft@dadeschools.net
Escrow Agreement-School Board&3425 Collins,LLC./FINAL Page 9 of 13
Section 5.4. Governing Law, Attorney's Fees and Venue,.
This Escrow Agreement shall be governed by and construed in accordance with the
laws of the State of Florida. In the event of litigation, each Party shall be
responsible for its own attorney's fees and costs through all appeals. Irrespective of
conflict of laws, venue shall be in Miami-Dade County, Florida.
Section 5.5. Entire Agreement.
This Escrow Agreement and the Mitigation Agreement by and between The School
Board of Miami-Dade County, FL and 3425 Collins, LLC, set forth the entire
agreement and understanding of the Parties related to the Escrow Property.
Section 5.6. Effective Date/ Amendment.
This Escrow Agreement shall be effective concurrently with Effective Date of the
Mitigation Agreement, and it shall remain in effect until the Escrow Property has
been duly disbursed in accordance herewith or earlier, as provided for under
Section 2.5 hereof. Unless otherwise provided. for herein under Article 2, this
Escrow Agreement may be amended, modified, superseded, rescinded, or canceled
only by a written instrument executed by the Parties and the Escrow Agent.
Section 5.7. Waivers.
The failure of any Party to this Escrow Agreement at any time or times to require
performance of any provision under this Escrow Agreement shall in no manner
affect the right at a later time to enforce the same performance. A waiver by any
Party to this Escrow Agreement of any such condition or breach of any term,
covenant, representation, or warranty contained in this Escrow Agreement, in any
one or more instances, shall neither be construed as a further or continuing waiver
of any such condition or breach nor.a waiver of any other condition or breach of any
other term, covenant, representation, or warranty contained in this Escrow
Agreement.
Section 5.8. Headings.
Section headings of this Escrow Agreement have been inserted for convenience of
reference only and shall in no way restrict or otherwise modify any of the terms or
provisions of this Escrow Agreement.
Section 5.9. Joint Participation.
All of the Parties to this Agreement have participated fully in the negotiation and
preparation hereof and accordingly this Escrow Agreement shall not be more strictly
construed against any one of the Parties hereto.
Escrow Agreement—School Board&3425 Collins,LLC./FINAL Page 10 of 13
Section 5.10. Sovereign Immunity.,
None of the provisions contained in this Escrow Agreement shall be deemed as
waiver of Sovereign Immunity by the School Board.
Section 5.11. Counterparts.
This Escrow Agreement may be executed in one or more counterparts, each of
which when executed shall be deemed to be an original, and such counterparts
shall together constitute one and the same instrument.
[The remainder of this page intentionally left blank.]
Escrow Agreement-School Board&3425 Collins,LLC./FINAL Page 11 of 13
IN WITNESS WHEREOF, this Escrow Agreement has been duly
executed as of the date first written above.
THE SCHOOL BOARD OF MIAMI-DADE
COUNTY, FLORIDA
By:
WITNESSES:
Name: Alberto M. Carvalho
Title: Superintendent of Schools
Print Name:
TO THE SCHOOL BOARD:
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY & ACCEPTED BY AS
ESCROW AGENT:
Print Name: By:
Name: Walter 3. Harvey
Title: School Board Attorney
RECOMMENDED:
By:
Name:
Title: Chief Facilities Officer
APPROVED AS TO FINANCIAL
SUFFICIENCY:
By:
Name:
Title: Treasurer
Escrow Agreement-School Board&3425 Collins,LLC./FINAL Page 12 of 13
J3425 COLLINS, LLCI.
3425 COLLINS, LLC,a Delaware limited liability Company ("Applicant")
By: Date:
Print Name:
Title:
Authorized Signatory pursuant to that certain
Written Consent of the Managers of 3425 Collins, LLC,
dated January 20, 2016
Witness:
Print Name:
Witness:
Print Name:
TO 3425 COLLINS,LLC:
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
BY:
COUNSEL FOR APPLICANT
Escrow Agreement-School Board&3425 Collins,LLC./FINAL Page 13 of 13
EXHIBIT "A"
TO
ESCROW AGREEMENT
LEGAL DESCRIPTION & LOCATION SKETCH
FConsistinci of 5 Dagesl
Escrow Agreement-School Board&3425 Collins,LLC./FINAL
'\ STONER & ASSOCIATES, Inc. 4341 S.W. 62nd Avenue, Davie, FL 33314
SURVEYORS - MAPPERS T:(954)585-0997• F: (954) 585-3927
This is to certify that the following legal description describes a parcel of land located at 3425 Collins
Avenue,City of Miami Beach, Florida 33140. Miami-Dade County property folio No.02-3226-001-1440.
LEGAL DESCRIPTION
FORMER VERSAILLES HOTEL CONDOMINIUM
PARCEL 1
LOTS 1 THROUGH 8, INCLUSIVE,AND THE 16.00 FOOT ALLEY,ALL IN BLOCK 21,OF AMENDED MAP OF
THE OCEAN FRONT PROPERTY OF MIAMI BEACH IMPROVEMENT COMPANY,ACCORDING TO THE PLAT
THEREOF, RECORDED IN PLAT BOOK 5,AT PAGES 7 AND 8,OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA.
TOGETHER WITH:
PARCEL 2
A PARCEL OF LAND BEING A PORTION OF SECTION 26,TOWNSHIP 53 SOUTH, RANGE 42 EAST, LYING
WITHIN THE CITY OF MIAMI BEACH, MIAMI-DADE COUNTY, FLORIDA.SAID PARCEL OF LAND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF LOT 8, BLOCK 21 OF THE AMENDED MAP OF THE OCEAN
FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY,ACCORDING TO THE PLAT THEREOF
AS RECORDED IN PLAT BOOK 5, PAGES 7 AND 8,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA.
THENCE SOUTH 82°33' 12" E,ALONG THE SOUTH LINE OF LOTS 8 AND 1 OF SAID BLOCK 21,A DISTANCE
OF 344.00 FEET TO THE EXISTING SOUTHEAST CORNER OF SAID LOT 1, BLOCK 21;
THENCE NORTH 06°49'29" EAST,ALONG THE EXISTING EAST LINE OF LOTS 1,2,3 AND 4 OF SAID BLOCK
21 AND ALSO ALONG THE BULKHEAD LINE,AS SHOWN IN THE PLAT MAP ENTITLED"ESTABLISHMENT OF
EROSION CONTROL LINE",AS RECORDED IN PLAT BOOK 105, PAGE 62 OF THE PUBLIC RECORDS OF
MIAMI-DADE COUNTY, FLORIDA,A DISTANCE OF 200.72 FEET TO THE EXISTING NORTHEAST CORNER OF
SAID LOT 4;
THENCE SOUTH 82°38'28" EAST,ALONG THE EASTERLY EXTENSION OF THE NORTH LINE OF SAID LOT 4,
BLOCK 21,A DISTANCE OF 25.57 FEET TO A POINT ON THE EROSION CONTROL LINE,AS SHOWN IN SAID
PLAT MAP ENTITLED"ESTABLISHMENT OF EROSION CONTROL LINE";
www.stonersurveyors.com
Page 2 of 3
January 26, 2016
THENCE SOUTH 06°59' 18"WEST,ALONG SAID EROSION CONTROL LINE,A DISTANCE OF 200.76 FEET TO
A POINT ON THE EASTERLY EXTENSION OF THE SOUTH LINE OF SAID LOT 1, BLOCK 21;
THENCE NORTH 82°33' 12"WEST,ALONG SAID EASTERLY EXTENSION OF THE SOUTH LINE OF LOT 1,
BLOCK 21 A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING.
SAID LANDS SITUATE WITHIN THE CITY OF MIAMI BEACH, MIAMI-DADE COUNTY, FLORIDA.
PARCELS 1 AND 2 COLLECTIVELY ALSO DESCRIBED AS FOLLOWS:
A PARCEL OF LAND BEING A PORTION OF SECTION 26,TOWNSHIP 53 SOUTH, RANGE 42 EAST, LYING
WITHIN THE CITY OF MIAMI BEACH, MIAMI-DADE COUNTY, FLORIDA. SAID PARCEL OF LAND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF LOT 8, BLOCK 21 OF THE AMENDED MAP OF THE OCEAN
FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY,ACCORDING TO THE PLAT THEREOF
AS RECORDED IN PLAT BOOK 5, PAGES 7 AND 8,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA.
THENCE NORTH 07°26'48" EAST,ALONG THE WEST LINE OF LOTS 8,7, 6 AND 5 OF SAID BLOCK 21,A
DISTANCE OF 200.19 FEET TO THE NORTHWEST CORNER OF SAID LOT 5, BLOCK 21;
THENCE SOUTH 82°38'28" EAST,ALONG THE NORTH LINE OF LOTS 5 AND 4,OF SAID BLOCK 21 AND
ALONG THE EASTERLY EXTENSION OF SAID LOT 4,A DISTANCE OF 367.39 FEET TO A POINT ON THE
EROSION CONTROL LINE,AS SHOWN IN PLAT MAP ENTITLED "ESTABLISHMENT OF EROSION CONTROL
LINE",AS RECORDED IN PLAT BOOK 105, PAGE 62 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA;
THENCE SOUTH 06°59' 18"WEST,ALONG SAID EROSION CONTROL LINE,A DISTANCE OF 200.76 FEET TO
A POINT ON THE EASTERLY EXTENSION OF THE SOUTH LINE OF SAID LOT 1, BLOCK 21;
THENCE NORTH 82°33' 12"WEST,ALONG SAID EASTERLY EXTENSION OF THE SOUTH LINE OF LOT 1 AND
ALONG THE SOUTH LINE OF SAID LOTS 1 AND 8, BLOCK 21 A DISTANCE OF 369.00 FEET TO THE POINT OF
BEGINNING.
SAID LANDS SITUATE WITHIN THE CITY OF MIAMI BEACH, MIAMI-DADE COUNTY, FLORIDA.
AREA PARCEL 1= 1.5780 ACRES(68,736 SQUARE FEET) MORE OR LESS.
AREA PARCEL 2=0.1165 ACRES(5,076 SQUARE FEET) MORE OR LESS
TOTAL AREA(PARCELS 1 AND.2)= 1.6945 ACRES(73,812 SQUARE FEET) MORE OR LESS.
NOTE:THE ABOVE LEGAL DESCRIPTION WAS PREPARED BY STONER&ASSOCIATES, INC.AND IS NOT
BASED ON A TITLE SEARCH.
Page 3 of 3
January 26, 2016
OWNERSHIP NOTE:
PARCEL 1:
PARCEL 1,SHOWN HEREON IS COMPRISED OF LOTS 1 THRU 8, INCLUSIVE AND THE 16.00 FOOT ALLEY,
ALL IN BLOCK 21,OF AMENDED MAP OF OCEAN FRONT PROPERTY OF MIAMI BEACH IMPROVEMENT
COMPANY,ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 5,AT PAGES 7 AND 8 OF THE
PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.THE OWNERSHIP OF PARCEL 1 IS VESTED IN 3425
COLLINS, LLC,AS SHOWN IN THE "GENERAL WARRANTY DEED", RECORDED IN OFFICIAL RECORDS BOOK
28768, PAGE 1588,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.
PARCEL 2:
PARCEL 2,SHOWN HEREON IS COMPRISED OF THE AREA OF LAND LYING BETWEEN THE BULKHEAD LINE
AND THE EROSION CONTROL LINE, BOTH SHOWN ON THE PLAT ENTITLED "EROSION CONTROL LINE",
RECORDED IN PLAT BOOK 105, PAGE 62,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA,
AND THE NORTH LINE OF LOT 4 AND THE SOUTH LINE OF LOT 1, BOTH LINES EXTENDED EAST TO THE
EROSION CONTROL LINE. PARCEL 2 IS ADDED TO THE UPLAND PROPERTY PURSUANT FLORIDA
STATUTES,TITLE XI,CHAPTER 161 BEACH AND SHORE PRESERVATION,s.s. 161-141-161.211.
ss. 161.141 PROPERTY RIGHTS OF STATE AND PRIVATE UPLAND OWNERS IN BEACH RESTORATION
PROJECT AREAS. ...ANY ADDITIONS TO THE UPLAND PROPERTY LANDWARD OF THE ESTABLISHED LINE
OF MEAN HIGH WATER WHICH RESULT FROM THE RESTORATION PROJECT REMAIN THE PROPERTY OF
THE UPLAND OWNER SUBJECT TO ALL GOVERNMENTAL REGULATIONS AND ARE NOT TO BE USED TO
JUSTIFY INCREASED DENSITY OR THE RELOCATION OF THE COASTAL CONSTRUCTION CONTROL LINE AS
MAY BE IN EFFECT FOR SUCH UPLAND PROPERTY.
s.s. 161.151 DEFINITIONS. (3) "EROSION CONTROL LINE" MEANS THE LINE DETERMINED IN
ACCORDANCE WITH THE PROVISIONS OF ss. 161.141-161.211 WHICH REPRESENTS THE LANDWARD
EXTENT OF THE CLAIMS OF THE STATE IN ITS CAPACITY AS SOVEREIGN TITLEHOLDER OF THE
I AND THE BAYS,
BOTTOMS AND SHORES OF THE ATLANTIC OCEAN,THE GULF OF MEXICO, ,
LAGOONS AND OTHER TIDAL REACHES THEREOF ON THE DATE OF THE RECORDING OF THE SURVEY AS
AUTHORIZED IN s. 161.181.
WALTER DE LA ROCHA, P.S.M.
PROFESSIONAL SURVEYOR AND MAPPER NO.6081
STATE OF FLORIDA
STONER&ASSOCIATES, INC.,L.B. 6633
SEAL
NOT VALID UNLESS
SEALED HERE WITH
AN EMBOSSED
SURVEYOR'S SEAL
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EXHIBIT "B-1"
TO
ESCROW AGREEMENT
PAYMENT AUTHORIZATION FORM
TO: Walter J.Harvey,Esquire
School Board Attorney's Office
1450 NE 2nd Avenue,#430
Miami,FL 33132
FROM: Mr.Jaime G.Torrens
Chief Facilities Officer
Miami Dade County Public Schools
1450 NE 2nd Avenue,#912
Miami,FL 33132
SUBJECT: REQUEST FOR DISBURSEMENT FROM
ESCROW ACCOUNT RELATING TO
3425 COLLINS,LLC
DATE: June 3,2016
We hereby instruct you,Escrow Agent in the referenced matter pursuant to that certain
Escrow Agreement dated by and between The School Board of Miami-Dade
County,Florida and 3425 Collins,LLC,to disburse the full amount of the Escrow Property,
as defined therein,as follows: [only box marked"X"applies]
[ ] Alternative#1-$ to the Applicant;or
[ ] Alternative#2-$ to the School Board
Approved by:
Name:
Title:Chief Facilities Officer
Date:
We hereby approve disbursement of Escrow Property in accordance with Alternative
above and instruct Treasurer for The School Board of Miami-Dade County,Florida
to disburse the Escrow Property to:
Approved by:
School Board Attorney's Office,
as Escrow Agent:
Name:
Title:
Date:
Escrow Agreement-School Board&3425 Collins,LLC./FINAL
it
EXHIBIT "B-2"
TO
ESCROW AGREEMENT
CERTIFICATE AS TO AUTHORIZED SIGNATURES
AUTHORIZING REQUESTS FOR DISBURSEMENT
PURSUANT TO ESCROW AGREEMENT
The specimen signatures shown below are the specimen signatures of the
individuals who have been designated as authorized representatives of THE
SCHOOL BOARD OF MIAMI-DADE COUNTY, FL, authorized to initiate and
approve disbursements pursuant to the Escrow Agreement to which this
Exhibit B-2 is attached, on behalf of THE SCHOOL BOARD OF MIAMI-DADE
COUNTY, FLORIDA. At a minimum, the signatures of the Chief Facilities
Officer or designee, and the School Board Attorney or designee, are required.
Name / Title Specimen Signature
Name Signature
Chief Facilities Officer
Name Signature
Deputy Chief Facilities Officer
Title
Name Signature
School Board Attorney
Name Signature
Assistant School Board Attorney
Title
Escrow Agreement-School Board&3425 Collins,LLC./FINAL
Exhibit "D"
Written Consent of the Managers of 3425-Collins, LLC
dated January 20, 2016
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DocuSign Envelope ID:8C69CAEE-D70E-4B131-BCFF-880BA7CF9EOF
WRITTEN CONSENT OF THE MANAGERS OF
3425 COLLINS LLC
The undersigned,constituting one of the Class A Managers(the"Class A Manager")and the sole
Class B Manager(the"Class B Manager"and,collectively with the Class A Manager,the"Managers")of
3425 COLLINS LLC, a Delaware limited liability company (the "Company"), do hereby consent in
writing to the following resolutions as of January 20,2016,and direct that this action be filed with the
records of the Company.
WHEREAS, reference is hereby made to that certain Public School Concurrency Proportionate t
Share Mitigation Development Agreement as of the date hereof(the "School Concurrency Agreement") .
by and among the Company, The School Board of Miami-Dade County, Florida,a body corporate and
political subdivision of the State of Florida(the"School Board"),and the City of Miami Beach,Florida,a
municipal corporation of the State of Florida(the"City");
WHEREAS, in connection with School Concurrency the Agreement, the Company may enter
into, execute and deliver certain other documents, agreements, assignments, indemnities, certificates, ti
affidavits, acknowledgements and other instruments as may be required by the School Board and/or the
City(collectively,the"Other Documents");
WHEREAS, the Managers, on behalf of the Company, have determined that it is in the best
interests of the Company to enter into and execute the School Concurrency Agreement and the Other
Documents(collectively,the"Transaction Documents").
NOW, THEREFORE, BE IT RESOLVED, that the Managers do hereby waive all formal
requirements, including the necessity of holding a formal or informal meeting, and any requirement that
notice of such meeting be given;and i
RESOLVED FURTHER, that each of the Transaction Documents and all of the transactions
contemplated thereby,be,and each of them hereby is,approved,ratified and adopted in all respects;and
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RESOLVED FURTHER, that Sergio Jalife, as Manager of the Company (the "Authorized €
Signatory"), be, and hereby is, authorized, empowered and directed to enter into and deliver, the
Transaction Documents on behalf of the Company;and
RESOLVED FURTHER, that the Authorized Signatory be, and hereby is, authorized and 1
directed to pay such fees as the Authorized Signatory,in his sole and absolute discretion,determines to be
appropriate or desirable to carry out and perfect all of the terms and provisions of the Transaction
Documents,and to consummate the transactions contemplated therein and thereby;and
RESOLVED FURTHER, that the execution of any document authorized by the foregoing
resolutions,or any document executed in the accomplishment of any action or actions so authorized,is(or
shall become upon delivery)the enforceable and binding act and obligation of the Company,without the
necessity of the signature or attestation of any other authorized signatory or the affixing of any company
seal;and
RESOLVED FURTHER, that all actions previously taken by the Authorized Signatory in
furtherance of the foregoing resolutions are hereby ratified,approved and confirmed in all respects;and
a
RESOLVED FURTHER, that the omission from these resolutions of any agreement or other
arrangement contemplated by any of the agreements or instruments described in the foregoing resolutions
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DocuSlgn Envelope ID:8C69CAEE-D70E-4881-BCFF-890BA7CF9EOF
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or any action to be taken in accordance with any requirement of any of the agreements or instruments
described in the foregoing resolutions shall in no manner derogate from the authority of the Authorized
Signatory to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate,
carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing
resolutions;and
RESOLVED FURTHER, that this Written Consent may be executed by one or more of the
signatories hereto in any number of separate counterparts,each of which shall be deemed an original and
all of which,taken together,shall be deemed to constitute one and the same instrument.
[Signature(s)on following page(s).]
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DocuSign Envelope ID:8C69CAEE-D70E-4881-BCFF-890BA7CF9EOF •
IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of the date
first above written.
CLASS A MANAGER:
Sergio Jalife
g
CLASS B MANAGER;
ACCESS INDUSTRIES MANAGEMENT
LLC,
a Delaware limited liability company
DoeuSfgnodby: ;.
Lc)Dt
By: OBA4cF?A92E0427...
Name: Peter L.Thordn
Title: Executive Vice President
1 DocuSlgnod by:
By: F40071)A1E76C465...
Name: Richard B.Storey
Title: Executive Vice President
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