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Public School Concurrency Proportionate Share Mitigation Development Agreement
00/6 -029325 This instrument prepared by Ana Rijo-Conde • Miami-Dade County Public Schools 1450 NE 2Avenue,Room 525 Miami,Florida 33132 After Recording return to: Ana R.Craft,Esquire School Board Attorney's Office 1450 NE 2nd 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 A,iL( , _2t/(O, 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 MIAMI 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 of28 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 Ex h `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 r.OLLINS LLC.1GREEnUT • 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 3 1425 COLLINS ta.t iGAFFMEj 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 LK AGREEMENT WHEREAS, the City of Miami Beach, at its meeting of March 9, 2016, duly Vb passed and adopted on that date, Resolution Nom za1uthorizin the appropriate Cit g 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 [LA, the 600 Alton Agreement and this Agreement, the ILA shall control. SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page S 0128 142S COLLINS LLC J REEMENT 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 g 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 0f2S Z475 COI LI, C L1'c.ic REE1fin 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 (I) 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 ={ 25 g:O.LL 5_LL.0 A.R_l MlENT 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 1:22,1121111.15.l.L C A.GitEE M LNT 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 $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 a P � Y � P 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 u2 t OLf.0 C AGRE,FJ'ILNT 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 theevent 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 t ransf e r New Capacity Credits for the A pp licant,, 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 it arau.itsl.i[ acttrsmENct i C 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$90,1.75 SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 11 of2R 342,CV.I,ItcS i1.t OGRE MENT . j (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 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 o128 coaiNs.ux.A4k,EviENT ti 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 LEI AGREEEMENr 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 2E 34.25 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 8,20'16 and by the City by March 1.8, 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 6 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 H50 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 do School Board Attorney 1450 NE 2 Avenue, Suite 400 Miami,Florida 33132 Walter.Harvev @dadeschools.net, Acraft @dadeschools.net SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 16 of 28 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. SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 17 of?S 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. Ef 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 ,_ j► '��11 i,RffMMF T 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 I1th 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, and signed by the Party against whom it is asserted. Any 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 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 of2S 3'i I1 I:1 °1,0 A1_'I.i 14,?■••'fl S, 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 of the first principal building permit for the Development Project; or (b) the School 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. 1:8. 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 J4 5 C.aLLI 5I..1,, 4GIOT,4ENT 1 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 under this Agreement and to comply with conditions and procedures to aid 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. SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 21 of 28 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. SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 22 of 28 142;COLLINS I.LC %G.RE ME JT 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 AGREEMFyT 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 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 1425 COLLINS I LC: :4GREEMf T ACKNOWLEDGMENT STATE OF FLORIDA ) } SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before 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 an 425 COLLINS LLC,GREEMENT CITY OF MIAMI BEACH: WITN �.SES: City of Miami Beach: / / 7 0 . Tint Name: Trir ` e By: /1 / ID A�.lr 4149 ' ,,Mayor ir r Print Name: d t. 1 IA.day of Aixd___,20119 ATTEST: Clerk �I GREIHEL AGUTAR A _,? �� MV COMMISSION a EE 848377 � �['( :. � EXPIRES: ovember 1,2616 ay• , ' %i?: Bonded Thru Pub13c Underwriters g •nning-DireG d 9 rimp Foio ' :- 'AA) A TEST APPROVED AS TO FORM AND LANGUAGE AND FOR EXECUTION: (----\ ,i) 14,3_ „pc-- r City Attorney (07- Date: tp r� SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 27 of 28 3425 COLLINS LLC AGREEMENT CITY OF MIAMI BEACH: WITNESSES: City of Miami Beach: 1.A.LAIllip, Y -- / , / 'rint Name. • :.1A-0IA.11I, • By: ___) 9 , AV" ,g a F ! ñ , Mayor *---it Print Name:1i�Z ,c ccr h�,/J9- l. ay of , 2010 1' ATTEST\ / , i B -EA-I' i R 41=1A ' v.., KIyrI i Fia- Clef ;am - "......" (4. i jr---1 op i * '. RP ' RATED � � / " . o IN / ` ,st„.•�,,R.,,PUS GRETHEL AGUIAR .- Qt. ''' i v y�i ;* ,i, •,u, MY COMMISSION#EE 848377 I� /�'�• c "`r, '� � ' ' 9y Plann ni g L iiirector ;.�� :;� EXPIRES:November 1,2016. " ,�, g ''fi of f1 Bonded Thru Notary Public Underwnters ., ._ •• ,1.1, Si 1C, H ATTEST ' APPROVED AS TO FORM AND LANGUAGE AND FOR EXECUTION: rTh; (-s tr) 1 City Attorney x- ' (9.- ,� '13, Date: (9-- 44/ 1 1T' is :.j � 1 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 a o,`'1 dg d before me this � `i day of b y f/ 201 ' Ptf as � 7 i I f :M M yor, acting on behalf of City of Miami B ch:, a Municipal Corporation, existing under the laws of the State of Flo ' a. 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. •% GRETHELAGUTAR ?s. 4 :;c MY COMMISSION n EE 848377 . a• EXPIRES:November 1,2016 %„pf.4Sh„''• Bonded Thu Notary Public Underwriters Nota ry: — "7'. .. [NOTARY SEAL) Print Name: ctc I My Commission expires: 1/ / • SCHOOL BOARD/PROPORTIONATE SHARE MITIGATION Page 28 of 28 3425 COW S LLC AGREEMENT • STONER & ASSOCIATES, Inc. =`),:i - , • SURVEYORS - MAPPERS • 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"; 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 LAND 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 BOOKS,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 UNE 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. 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 i- i■r i r i r - 'M!'lr tit_MIy71�MM1_.1 N,riii w, '.2.---.... 6,__-. 1-,..i....E5-...... ,,..- 11"`" hi! .--,i ___ !re!" im:37. li. i- d If! 4 I d III il : 1 ri il I No a diliki 3 1 ii to ill !! ! 1 ; i 014 1! tot II a Ilk i , 4 oinip 1 1 ri ► • ; 1 ! 1 1 ► I 1 ti i 1 ! 1 ► Id!1100 fn 11 ; ' 1 ! u 1r' � 1 1114 I • !Ii k, I 1 -J!h� 1 1!4 1 IM I „ !�l 11 -" ' ;1 1 t 1 iL ! � . " �;�` � � Irw t � q It ��, � I 'ait i 1 ii 1 enp4 VI!! 1 0 II ft ! .I � Ir Hill At. 111 it U --mss +�, _..•,..�I i ���� I, h g „ wrisas-,4„, , 111111111 iiiNA INN dig al. a Rg siiiLb. .-L 1 ', I gl 1 p illeldiktil i1 8 ittoiiINva-wftu /nog iv ...autr.„,, 6 a smile i t I 86 �I .pp M M I e "�wrr1 © f e ee 1 . III I h {'1 � IY ` ►N ► ,IE ` 11 . 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IN ii 1 ilia ji W iv 11. ; ( _ _I I` ; . am Izi Autr r_a_- 1 4-01114::1 � � _ _ � 11iYMf TA, ,f .f _ _ } a I1 411 I + �yL.�Y� I 2 I. 1 1 '` 4 � s i I i i LhoolitiLlieseidilili 101 iu iv - -. , 'HIL'''''‘i li 1.7:,‘-- : pa 5 Ili . .,,__i,Ill III 0 y ' e ! y i � � 1,1 11 x 1 11 L n� wir l 1 1 F` 1 2 11 , a IA 1 .:- 1 ' kik ' ' ' 1 ,i'[ !k Y i jr 1 1 • _ _ it _i 1 2 SA - f, 'I II 2 - _ �, 1 1 1 I ��i - 1. E;t!iiifflui!: 1 a w I ri - ' - }, J Z ::::11:1:111• 7 s: r _y, _Ili� '.. , ■ros '.''i ter a 11 '"" ...--..'4. iik--..Ntirseiri -■...—=aswitir.. ..s.--7ME, iii • ��'� • II:177717! , Fli4illi_____ ____.... ;n1Illilillll i ,, ( ' e..� �� '"" �,., M I '�niiiiiiiiuli r .. �_ f �l IS k Liii��i���i�i1 I I I r i "IIII I�III 4, . , !I ii i 1I11111 I ii' 2:11:11111111 t 1 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 1450 NE 2 Avenue, Room 923, Miami, Florida 33132, and 3425 COLLINS, LLC, a 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 Intertocal 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. Scone 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 Undertakes. 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. 1 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 4nterpleader 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 Maieure. 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 2nd 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 2nd 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.¢lttorneey'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. gffective 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. 1eadinas. '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. plaint 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.. i f 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. Coin,iter arts. 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.] I1 I d 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 J. 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 1'3425 COLLINS. LLC1 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 1 EXHIBIT "A" TO ESCROW AGREEMENT LEGAL DESCRIPTION & LOCATION SKETCH IConsistina of 5 Dages1, Escrow Agreement-School Board&3425 Collins,LLC./FINAL STONER & ASSOCIATES, Inc. SURVEYORS - MAPPERS 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 TH E NORTH 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"; 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 PUBUC 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 ESTABUSHED 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. 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K� a� ,1l... .� 11112Mil.. , s I 41, � 1 1 1 >~ 1 1 1"":::111:" i 1 An i ki ii ::I: II:icIIIr :iincIIhiIII it 1 . . . , EXHIBIT "B-1" TO ESCROW AGREEMENT PAYMENT AUTHORIZATION FORM TO: Walter J.Harvey,Esquire School Board Attorney's Office 1450 NE and Avenue,#430 Miami,FL 83132 FROM; Mr.Jaime G.Torrens Chief Facilities Officer Miami Dade County Public Schools 1450 NE Zed Avenue,#912 Miami,FL 83132 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&342S Collins,LLC./FINAL 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 • Docu8lpn Envelope IO:8C89CAEE D706•4B131-BCFF-880BA7CFBEOF WRITTEN CONSENT OF THE MANAGERS OF 3425 COLLINS LLC The undersigned,constituting one of the Class A Managers(the"Cass A Manaaer")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 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, 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 Dopuments"). 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 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 RESOLVED FURTHER, that Sergio Jaffe, 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 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 fi 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 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 • • (37187047;3) DocuSlgn Envelope ID:8C89CAEE-D70E-48B1-BCFF-890BA?CF9EOF } • 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, I 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).] } (37187047;3) • 1 DaouStpn Envelope ID:8C89CAEE-D70E.413131-BCFF4908A7CF9EOF • IN WITNESS WHEREOF,the undersigned has executed this Written Consent as of the date first above written. CLASS A MANAGER: Amok • Sergio Jalife CLASS B MANAGER: ACCESS INDUSTRIES MANAGEMENT LLC, a Delaware limited liability company Doeue+8n.d by: • By: 417... Name: Peter L.Thordn Title: Executive Vice President Doousianm uy: By: FIao7aME71C4115... Name: Richard B.Storey ti Title: Executive Vice President • • } (37187047:3} DATE ISSUED: Page: 1 SEQUENCE JULY 1990 Of: 7 NUMBER: CITYWIDE PROCEDURE DATE UPDATED: OD.20.01 OCTOBER 2015 SUBJECT: TRAVEL ON CITY BUSINESS RESPONSIBLE DEPARTMENT: ORGANIZATION DEVELOPMENT PERFORMANCE INITIATIVES PURPOSE: Each City official, employee or contracted consultant authorized to travel to attend a convention, conference, or meeting or to conduct bona fide City business, which serves a direct, official and lawful purpose shall be reimbursed for reasonable and necessary expenses while attending such meeting or conducting such business per Resolution No. 2015-28902. Reasonable and necessary travel expenses such as flights, lodging, rental car and conference registration should be charged/paid for using purchasing card (P-card)to minimize the need for employees to carry travel expenses. Miscellaneous expenses such as meals, tolls etc. should not be charged using a P-card but should be requested for reimbursement after travel is complete. Doing so should avoid a situation where an employee has to pay the City for all or a portion of non-eligible travel expenses. PROCEDURES: 1. The conduct of City employees attending conventions, conferences, training programs and while conducting official City business is a reflection of the quality of the City of Miami Beach government. Therefore, all employees should conduct themselves in a professional manner. driving a City issued vehicle to and from work and place of residence is more often than not considered driving outside the course and scope of employment pursuant to Florida . Law. In the event a claim for damages is made against the City and/or employee due to a motor vehicle accident to and from work, the payment of damages, and even litigation expenses, is the responsibility of the employee. 3. Employees will not be authorized to attend any convention, conference or training program, which requires being away overnight, or longer unless the trip has been previously authorized by the appropriate Assistant City Manager or the City Manager for those departments directly reporting to the City Manager and funds are available in the adopted budget. 4. Employees wishing to combine a vacation with a business trip must have the prior approval of the Department Director and the appropriate Assistant City Manager, or the City Manager for those directly reported departments. Employees traveling under such circumstance will be reimbursed at the common carrier fare to and from the destination city and regardless of the mode of transportation. Per diem costs will be in effect only during the actual period spent on official business. All other time will be charged as I leave and expenses borne by the employee. 5. No reimbursement will be authorized for the use of private vehicles on City business without the written approval of the City Risk Manager and an approved Request for Vehicle Insurance Approval Form, which requires proof of automobile insurance as required by State law. Use of a private vehicle will be denied if: DATE ISSUED: Page: 2 SEQUENCE JULY 1990 Of: 7 NUMBER: CITYWIDE PROCEDURE DATE UPDATED: OD.20.01 OCTOBER 2015 SUBJECT: TRAVEL ON CITY BUSINESS RESPONSIBLE DEPARTMENT: ORGANIZATION DEVELOPMENT PERFORMANCE INITIATIVES a. The driver of the vehicle and the vehicle itself are not insured for bodily injury and property damage and Personal Injury Protection (PIP) coverage as required by State law. AND b. Adequate proof of such coverage is not submitted to and approved by the Risk Manager prior to departure. 6. Rental Vehicles. When a rental vehicle is required, employees are required to utilize the State of Florida contract for rental vehicles. To make a reservation contact: Enterprise Holdings, Inc State of Florida Contract#78111808-15-1 Reservation Desk: 877-690-0064 Discount Code: contract ID XZ55500 City of Miami Beach account/contract reference FL41043 A City issued employee ID required at pick-up. Luxury or premium vehicles are not allowed without prior approval of the City Manager. 7. Any person who willfully makes and subscribes any travel claim which he/she does not believe to be true and correct as to every material matter, or who willfully aids or assists in, or procures, counsels or advises the preparation or presentation under the provisions of this policy of a claim which is fraudulcnt or is false as to any material matter, whether or not such falsity or fraud is with the knowledge or consent of the person authorized or required to present such claim, is guilty of a misdemeanor of the second degree, punishable as provided in Florida Statute 775.082 or 775.083. Whoever shall receive an allowance or reimbursement by means of a false claim shall be civilly liable for the overpaid amount and subject to disciplinary action up to and including termination. Transportation Expenses 1. Except under unusual circumstances, the most economical and efficient method of transportation will be used with consideration of working time saved. Employees should attempt to secure the lowest possible fare for transportation cost. 2. All travel must be by a usually traveled route. In case the employee travels by an indirect route for his or her own convenience, any extra costs shall be borne by the employee; and reimbursement for expenses shall be based only on such charges as would have been incurred by usually traveled route. 3. Employees shall not be allowed mileage nor transportation expense reimbursement when they are transported by another person or when another traveler who is entitled to mileage or transportation expense transports them. 4. When feasible and traveling within the State of Florida, use of City vehicles for travel is authorized. City vehicles can be requested and utilized in accordance to the "City Vehicle Policy". Travel for such purposes should be from the employee's designated DATE ISSUED: Page: 3 SEQUENCE . JULY 1990 Of: 7 NUMBER: CITYWIDE PROCEDURE DATE UPDATED: 00.20.01 OCTOBER 2015 SUBJECT: TRAVEL ON CITY BUSINESS RESPONSIBLE DEPARTMENT: ORGANIZATION DEVELOPMENT PERFORMANCE INITIATIVES place of work or City facility to the travel destination and back as any deviation will be considered outside the course and scope of employment pursuant to Florida Law and may result in the employee being responsible for any claims resulting from a motor vehicle accident. Actual gasoline, tolls, etc. will be reimbursed by the City, provided original paid receipts are submitted for approval. 5. The actual cost of traveling by public carrier (rail, bus, and airplane) will be paid to the employee, public carrier or travel agent. However, the transportation cost in excess of tourist or coach airfare (round trip) or first class rail fare (round trip) is not authorized. 6. Should an employee wish to use his/her own private vehicle, advance approval must be received by the Department Director. Employees can apply for reimbursement based on the IRS index mileage rate approved by Resolution 2015-28902 between points of origin and authorized destination, but total cost will not exceed the cost of the air tourist fare plus any normal shuttle .fares from and to airports. No more than one reimbursement payment shall be made per private vehicle regardless of the number of passengers. Actual miles traveled as taken from the vehicle odometer readings or mileage from MapQuest printouts, etc., must be recorded on the Travel Expense Report. The number of miles from the employee's home to their work location (roundtrip) should be deducted from the total reimbursable amount driven as determined by actual mileage or MapQuest printouts. 7. When employees use their private vehicles and receive a car allowance, reimbursement for expenditures related to the operation, maintenance and ownership of such private vehicles will not be allowed. 8. Employees who receive a car allowance will not be paid mileage reimbursement for travel expenses incurred while traveling on City business within Miami-Dade and Broward Counties. Parking and tolls are the only reimbursable expenses for those employees with car allowances, regardless of destination. 9. If an employee elects to rent a vehicle for approved travel, they must contact the City's approved vendor and prepare a rental agreement for the approved travel request, which will include insurance protection. Employees are not allowed to negotiate any changes to the terms and conditions of the rental agreement. Lodainq Expenses 1. Only hotel or motel expenses in or adjacent to the destination city will be allowed. 2. Pursuant to Florida Statutes Section 166.021(10)(b) and Resolution 2015-28902 of the City of Miami Beach,the maximum cost reimbursed for lodging will be the following: a. City Officials and Employees: Reasonable conference rate or government single occupancy rate (double occupancy if more than one authorized City employee DATE ISSUED: Page: 4 SEQUENCE JULY 1990 Of: 7 NUMBER: CITYWIDE PROCEDURE DATE UPDATED: OD.20.01 OCTOBER 2015 , SUBJECT: TRAVEL ON CITY BUSINESS RESPONSIBLE DEPARTMENT: ORGANIZATION DEVELOPMENT PERFORMANCE INITIATIVES occupies the same room). Room tax applicable to this rate is permitted outside the state of Florida. Any exceptions would require the City Manager's approval. b. Contracted Consultants: The City will reimburse the actual rate, not to exceed the U.S. General Service Administration (GSA) rates plus taxes for lodging, unless approved by the City Manager in writing. Rates are changes annually effective October 1st and are located at the following web site: http://www.gsa.gov/portal/category/100120 3. City employees traveling at the expense of the City are requested, when making hotel, common carrier reservation or renting automobiles, to inquire if a"Government Rate" or any other discounts or special reduced rates are offered to City government employees. Employees should carry the type of employment proof required to take advantage of reduced rates. 4. Lodging will not be authorized for travel within Miami-Dade or Broward Counties unless authorized by the City Manager or his/her designee. If employee lives in Broward County, lodging will not be allowed in the adjacent Palm Beach County unless authorized by the City Manager or his/her designee. 5. The employee will be responsible for advising common carriers, hotels and car rental agencies in the State of Florida that the City is exempt from paying state sales tax. --- _ - - .= - • - - - - = -- =•ailable- in the Finance Department. Employees must ensure that applicable receipts do not include state sales tax. In order to obtain this exemption for state sales tax, payment must be made by either City P-card or check. Meal Expenses 1. Pursuant to Florida Statutes Section 166.021(10) (b) and Resolution 2015-28902 of the City of Miami Beach reimbursement for meals will be on a per diem basis for full days of travel and on a meal by meal basis for partial days of travel and will be limited to the average meal cost as provided by the Runzheimer Meal — Lodging Cost Index for the destination city. This will be applicable for City officials, employees and contracted consultants. For cites not listed in the Index, the average meal cost of the nearest (same size) city which is listed in the index will be the maximum amount reimbursed. 2. The City will authorize meals and lodging based on actual travel time/date in relation to convening hours of a conference, meeting, etc. Normally, the following rules will apply: a. Traveling on the day prior to the beginning date of a conference, meeting, etc., is authorized if it is not practical to leave and arrive on the day of and prior to the conference start time. b. Return — if adjournment time or the availability of travel accommodations are such that it will not allow the employee to return until the next day, overnight lodging and breakfast will be allowed except during actual air travel time. c. While on a travel status, employees will receive reimbursement for meals based on the following schedule: , DATE ISSUED: Page: 5 SEQUENCE JULY 1990 Of: 7 NUMBER: CITYWIDE PROCEDURE DATE UPDATED: OD.20.01 OCTOBER 2015 SUBJECT: TRAVEL ON CITY BUSINESS RESPONSIBLE DEPARTMENT: ORGANIZATION DEVELOPMENT PERFORMANCE INITIATIVES DEPARTURE ARRIVAL Breakfast—Prior to 8:00am Prior to 12:00 noon Lunch—8:01 am to 12:00 noon 12:01 pm to 6:00 pm Dinner— 12:01 pm to 6:00 pm 6:01 pm to Midnight 3. No reimbursement is authorized for meals consumed in the local area (Miami-Dade and Broward Counties) unless approved by the City Manager. 4. When registration fees include the cost of meals and or banquets, separately stated meal cost reimbursements will not be authorized. 5. Since meals expenses are to be reimbursed to the traveler on a per-diem basis, City P- cards are not permitted to be used for meal purchases, unless approved by the City Manager. Miscellaneous Expenses 1. The following miscellaneous expenses are authorized and all but metered parking must be supported with original paid receipts in order to be reimbursed: a. Actual taxi, bus, or airport shuttle fares from and to the airport, bus, or train terminals are permitted at actual cost plus tip. b. Parking fees. c. Tolls. d. Rental car expenses will be allowed when public transportation is not available in the destination city or it is the best interest of the City. Rental cars should be appropriately sized for the number of travelers. e. Registration Fees will be based on actual registration charge. When pre- registration is required, the fee may be charged to the City, provided that approval have been obtained for the trip. • f. Baggage Charges 2. Miscellaneous expenses such as tips (except for meals) may be claimed for reimbursement provided they are all reasonable and necessary for the employee. Valet service, laundry service, alcoholic beverages and side trips will not be reimbursed by the City and will be at the sole cost of the employee. TRAVEL REQUEST PROCEDURE 1. For each trip, the employee must prepare and sign a Travel Request Form prior to initiating all travel and attach applicable conference/convention registration or transportation supporting documentation. 2. If a private vehicle is being used, the employee must include a justification statement in the space provided on the Travel Request Form and attach a copy of the Request for Vehicle Insurance Approval Form approved but the Risk Manager. DATE ISSUED: Page: 6 SEQUENCE . JULY 1990 Of: 7 NUMBER: CITYWIDE PROCEDURE DATE UPDATED: OD.20.01 OCTOBER 2015 SUBJECT: TRAVEL ON CITY BUSINESS RESPONSIBLE DEPARTMENT: ORGANIZATION DEVELOPMENT PERFORMANCE INITIATIVES 3. The amount of the hotel rate will be limited to the allowable rate under "Lodging Expenses" number 2. Room taxes for this rate for out of state travel may be added to the rate. 4. The amount of per diem meal expenses will be the average meal costs (including tip) as provided by the Runzheimer Meal—Lodging Cost Index for the destination City. 5. Requests for advance payments to be made directly to a hotel, airline, travel agent, registration for conferences, etc., should also be listed on the Travel Request Form. These can be paid by a City p-card or city check after final approval is obtained. (see step 10 below) 6. No advances for per diem meals or other incidentals will be permitted unless approved by the City Manager. 7. The Department Director must approve the Travel Request Form prior to sending the form and supporting documentation to the Office of Budget and Performance Improvement. 8. The Travel Request Form and supporting documentation must be submitted to Office of Budget and Performance Improvement for review and approval at least two weeks in advance of the scheduled departure date, if possible, unless such advance notice cannot be given due to the nature of the trip. 9. After review and approval by the Office of Budget and Performance Improvement, the Travel Request Form and documents are forwarded to be approved by the applicable Assistant City Manager or the City Manager for those departments directly reporting to the City Manager. 10.After review and approval by the applicable Assistant City Manager or City Manager, the Travel Request Form and documents are forwarded back to the originating department. The originating department may pay any advance payments by a City P-card following the City's P-card guidelines. If an actual city check is required, then the originating department processes the direct payment electronically and scans the form and supporting documents into the City's accounts payable system. The originating department will provide one copy of the approved Travel Request Form to the employee and file the remaining copy. . TRAVEL REIMBURSEMENT PROCEDURE 1. Within five (5) days after return, the employee shall complete and sign a Travel Expense Report and attach hotel, transportation, registration and all other original paid receipts to the report. Photocopies of paid receipts are not acceptable. 2. Receipts are not necessary for metered parking, or tips. MIAMI BEACH DATE ISSUED: Page: 7 SEQUENCE JULY 1990 Of: 7 NUMBER: CITYWIDE PROCEDURE DATE UPDATED: OD.20.01 OCTOBER 2015 SUBJECT: TRAVEL ON CITY BUSINESS RESPONSIBLE DEPARTMENT: ORGANIZATION DEVELOPMENT PERFORMANCE INITIATIVES 3.. Previously issued checks and City P-card charges shall be recorded on the Travel Expense Report by including the check number, check date and amount in the space provided. 4. One copy of the originating department's previously approved Travel Request Form will be attached to the Travel Expense Report. 5. The Department Director must review and sign (approve)the Travel Expenses Report. a. If the actual amount is below or within 10% of the amount on the initial Travel Request Form then the report can be processed for payment. b. If the actual expenses exceeded the amount estimated on the Travel Request Form by 10%, then justification must be documented on the Travel Request Report and approved by the Department Director. The Travel Expense Report must then be forwarded to the appropriate Assistant City Manager or the City Manager for approval. Once this approval is obtained then the Travel Request Report can be processed for payment. 6. To request payment, the originating department processes the direct payment • electronically and scans the form and supporting documents into the City's accounts payable system, which will be circulated electronically for payment approval. 7.When-received-electronically;--the-Finance Department-will-review the documents-for sufficiency, and if the documentation is deficient, then the item will be returned to the originating department for resolution, otherwise a final check will be issued. Prepared by: • ?2,:, Chief L •• d Devel•, m Officer Reviewed by: Internal •itor Directoli7dge401, Assista City Man.ger Approved by: Jun.— ID iz City Manager Date