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347-2000 RDA RESOLUTION NO. 347-2000 A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE A LICENSE AGREEMENT BY AND AMONGST THE REDEVELOPMENT AGENCY, CITY OF MIAMI BEACH, MB REDEVELOPMENT, INC. AND RDP ROYAL PALM HOTEL LIMITED PARTNERSIDP, FOR THE UTILIZATION OF THE 16TH STREET PUBLIC PEDESTRIAN EASEMENT AREA FOR CONSTRUCTION ACCESS TO THE ROYAL PALM CROWNE PLAZA HOTEL SITE, FOR A LIMITED PERIOD OF TIME DURING CONSTRUCTION. WHEREAS, in connection with the Ground Lease Agreement between the Miami Beach Redevelopment Agency ("RDA''), the City of Miami Beach ("City"), and MB Redevelopment, Inc. ("MBRI"), an Easement Agreement was executed that provides the general public with pedestrian beach access over an Easement Area located along the southerly boundary of and within the Loews Hotel Property, immediately north of the Royal Palm Hotel site; and WHEREAS, on January 26, 2000, the Mayor and City Commission directed the Administration to seek a renewal of the negotiations between the Loews and Royal Palm Crowne Plaza Hotels to agree on a mutually acceptable use of the Public Pedestrian Easement Area at 16th Street, for the Royal Palm's construction access needs; and WHEREAS, the Administration coordinated a series of meetings to renegotiate the conditions of an agreement with the MBRI, the operator of the Loews Hotel, and the RDP Royal Palm Hotel Limited Partnership ("RDP"), the developer of the Royal Crowne Plaza Hotel, to access the Royal Palm construction site for construction material and equipment deliveries, and unloading through the 16th Street Public Pedestrian Easement Area, to expedite the Royal Palm Hotel's construction schedule; and WHEREAS, as a result of the negotiations, a License Agreement (the "Agreement"), herein attached, has been drafted to be executed by the RDAlCity, as Owners, MBRI and RDP; and WHEREAS, the Agreement grants a license to RDP to utilize the Easement Area for construction related purposes for a period that shall terminate on the earlier of (a) the issuance of a certificate of occupancy for the Royal Palm Hotel, or (b) March 31, 2001, plus sixty days for completion of the improvements to the Easement Area; and WHEREAS, the improvements to the Easement Area are to consist of decorative interlocking pavers, landscaping, irrigation, lighting, and other decorative features; and WHEREAS, unlike the formerly proposed 15th Street access plan, the use of the Easement Area will have no impact on neighboring properties other than the Loews Hotel; and WHEREAS, in order to minimize the impact to Loews, the proposed Agreement contains certain mitigation provisions; and WHEREAS, RDP has agreed to complete the improvements, originally part ofMBRI's scope, at its own expense and to compensate MBRI the sum of$15,000 for attorney's fees and costs incurred in the preparation of the Agreement; and WHEREAS, in return, MBRI has agreed to reimburse RDP, in the amount of $72,000, toward the costs incurred by RDP in connection with the improvements to the Easement Area; and WHEREAS, it is RDP's responsibility that its General Contractor and all its subcontractors and laborers fully abide by the conditions ofRDP's use of the Easement Area, including, but not limited to, the hours of operation, rules and regulations, mitigation, security and lighting, maintenance and fencing, as described in the Agreement; and WHEREAS, the Easement Area will remain restricted to construction access and use during the above-described term and will be converted into a public pedestrian accessway once the improvements are completed; and WHEREAS, the prompt execution of this Agreement will allow, according to RDP, to save approximately one hundred and twenty (120) days off the developer's anticipated construction schedule; and WHEREAS, the Administration and the City Attorney's office have reviewed the attached License Agreement. NOW THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairman and Members of the Miami Beach Redevelopment Agency herein authorize the Chairman and the Secretary to execute a License Agreement by and amongst the Redevelopment Agency, City of Miami Beach, MB Redevelopment, Inc and RDP Royal Palm Crowne Plaza Limited Partnership, for the utilization of 16'" Street Public Pedestrian Easement Area for construction access to the Royal Palm Crowne Plaza Hotel site, for a limited time period during construction. PASSED AND ADOPTED THIS 12th DAY OF APRIL, 2000. ~ ATTEST: ~r PcucL- Chairman Secretary Attachment \\CH2\SYS\DDHP\$ALLWexandR'IRoyal Palm\l6th 8t RDAReIo,doc APPROVED AS TO FORM & LANGUAGE & FOR EXECUTlON /Uf 1;j{~JL RedMbpment Agency C. ":'",' ~! :~::::.:n:it.:l 9-ltJ~tflJ Dote r Miami Beach Redevelopment Agency CITY HALL 1700 CONVENTION CENTER DRIVE MIAMIBEACH, FLORIDA 33139 http:\\ci.miami-beach.f1.us REDEVELOPMENT AGENCY MEMORANDUM NO. 00 -'2Y-- DATE: April 12, 2000 TO: Chairman'and Members ofthe Board ofthe Miami Beach Redevelopment Agency FROM: Lawrence A. Levy &It Executive Director ~ SUBJECT: A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE A LICENSE AGREEMENT WITH MB REDEVELOPMENT, INC. AND RDP ROYAL PALM HOTEL LIMITED P ARTNERSIDP, FOR THE UTILIZATION OF THE 16TH STREET PUBLIC PEDESTRIAN EASEMENT AREA FOR CONSTRUCTION ACCESS TO THE ROYAL PALM CROWNE PLAZA HOTEL SITE, FOR A LIMITED TIME PERIOD DURING CONSTRUCTION. RECOMMENDATION Adopt the Resolution. BACKGROUND & ANALYSIS In connection with the Ground Lease Agreement between the Miami Beach Redevelopment Agency ("RDA"), the City of Miami Beach ("City"), and MB Redevelopment, Inc. ("MBRI"), an Easement Agreement was executed that provides the general public with pedestrian beach access over an Easement Area located along the southerly boundary of and within the Loews Hotel Property, immediately north of the Royal Palm Hotel site. On January 26, the City Commission directed the Administration to seek a renewal of the negotiations between the Loews and Royal Palm Crowne Plaza Hotels to agree on a mutually acceptable use of the Public Pedestrian Easement Area at 16th Street, for the Royal Palm's construction access needs. It should be noted that earlier discussions between MBRI and RDP to utilize the Easement Area failed to produce an agreement, which resulted in RDP's alternative proposal to gain access to its site via the City's right-of-way at 15th Street. Subsequent to the public's negative response to this proposal at the above referenced January 26 Commission meeting, the Administration was directed to seek a renewal of the negotiations between the two parties. .-:71-4. AGENDA ITEM::::J I DATE~~I2--00 The Administration coordinated a series of meetings to renegotiate the conditions of an agreement with the MBRI, the operator of the Loews Hotel, and the RDP Royal Palm Hotel Limited Partnership ("RDP"), the developer of the Royal Crowne Plaza Hotel, to access the Royal Palm construction site for construction material and equipment deliveries and unloading through the 16th Street Public Pedestrian Easement Area, to expedite the Hotel's construction schedule. As a result of the negotiations, a License Agreement (the "Agreement"), herein attached, has been drafted to be executed by the RDAlCity, as Owners, MBRI and RDP. The Agreement grants a license to RDP to utilize the Easement Area for construction related purposes for a period that shall terminate on the earlier of (a) the issuance of a certificate of occupancy for the Royal Palm Hotel or, (b) March 31, 2001, plus sixty days for completion of the improvements to the Easement Area. The improvements to the Easement Area are to consist of decorative interlocking pavers, landscaping, irrigation, lighting, and other decomtive features. Unlike the 15th Street access plan, the use of the Easement Area will have no impact on neighboring properties other than the Loews Hotel. In order to minimize the impact to Loews, the proposed Agreement contains certain mitigation provisions. RDP has agreed to complete the improvements, originally part of MBRI's scope, at its own expense and to compensate MBRI the sum of$15,000 for attorney's fees and costs incurred in the preparation of the Agreement. In return, MBRI has agreed reimburse RDP, in the amount of $72,000, toward the costs incurred by RDP in connection with the improvements to the Easement Area. It is RDP's responsibility that its General Contractor and all its subcontractors and laborers fully abide by the conditions ofRDP's use of the Easement Area, including, but not limited to, the hours of operation, rules and regulations, mitigation, security and lighting, maintenance and fencing, as described in the Agreement. The Easement Area will remain restricted to construction access and use during the above- described term and will be converted into a public pedestrian accessway once the improvements are completed. The prompt execution of this Agreement will allow, according to RDP, to save approximately one hundred and twenty (120) days off the developer's anticipated construction schedule. The Administration and the City Attorney's office have reviewed the attached License Agreement. The Administration recommends that the Chairman and the Members of the Miami Beach Redevelopment Agency authorize the Chairman and the Secretary to execute a License Agreement with MB Redevelopment, Inc and RDP Royal Palm Crowne Plaza Limited Partnership, for the utilization of 16th Street Public Pedestrian Easement Area for construction access to the Royal Palm Crowne Plaza Hotel site, for a limited time period during construction. LAL/8:M:~ ~ \\CH2\SYS\DDHP\SALLWexandra\Royal Pa1m\J6th 51 RDAMemo.doc RESOLUTION NO. 2000-23870 A RESOLUTION OF THE MAYOR AND THE COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA APPROVING THE EXECUTION OF A LICENSE AGREEMENT BY AND AMONGST MIAMI BEACH REDEVELOPMENT AGENCY, CITY OF MIAMI BEACH, MB REDEVELOPMENT, INC. AND RDP ROYAL PALM HOTEL LIMITED PARTNERSIDP, FOR THE UTILIZATION OF THE 16TH STREET PUBLIC PEDESTRIAN EASEMENT AREA FOR CONSTRUCTION ACCESS TO THE ROYAL PALM CROWNE PLAZA HOTEL SITE, FOR A LIMITED TIME PERIOD DURING CONSTRUCTION. WHEREAS, in connection with the Ground Lease Agreement between the Miami Beach Redevelopment Agency ("RDA"), the City of Miami Beach ("City"), and MB Redevelopment, Inc. ("MBRI"), an Easement Agreement was executed that provides the general public with pedestrian beach access over an Easement Area located along the southerly boundary of and within the Loews Hotel Property, immediately north of the Royal Palm Hotel site; and WHEREAS, on January 26, 2000, the Mayor and City Commission directed the Administration to seek a renewal of the negotiations between the Loews and Royal Palm Crowne Plaza Hotels to agree on a mutually acceptable use of the Public Pedestrian Easement Area at 16th Street, for the Royal Palm's construction access needs; and WHEREAS, the Administration coordinated a series of meetings to renegotiate the conditions of an agreement with the MBRI, the operator of the Loews Hotel, and the RDP Royal Palm Hotel Limited Partnership ("RDP"), the developer of the Royal Crowne Plaza Hotel, to access the Royal Palm construction site for construction material and equipment deliveries, and unloading through the 16th Street Public Pedestrian Easement Area, to expedite the Royal Palm Hotel's construction schedule; and WHEREAS, as a result of the negotiations, a License Agreement (the "Agreement"), herein attached, has been drafted to be executed by the RDA/City, as Owners, MBRI and RDP; and WHEREAS, the Agreement grants a license to RDP to utilize the Easement Area for construction related purposes for a period that shall terminate on the earlier of (a) the issuance of a certificate of occupancy for the Royal Palm Hotel, or (b) March 31, 2001, plus sixty days for completion of the improvements to the Easement Area; and WHEREAS, the improvements to the Easement Area are to consist of decorative interlocking pavers, landscaping, irrigation, lighting, and other decorative features; and WHEREAS, unlike the formerly proposed 15th Street access plan, the use of the Easement Area will have no impact on neighboring properties other than the Loews Hotel; and WHEREAS, in order to minimize the impact to Loews, the proposed Agreement contains certain mitigation provisions; and WHEREAS, RDP has agreed to complete the improvements, originally part of MBRI's scope, at its own expense and to compensate MBRI the sum of$15,000 for attorney's fees and costs incurred in the preparation of the Agreement; and WHEREAS, in return, MBRI has agreed to reimburse RDP, in the amount of $72,000, toward the costs incurred by RDP in connection with the improvements to the Easement Area; and WHEREAS, it is RDP's responsibility that its General Contractor and all its subcontractors and laborers fully abide by the conditions ofRDP's use of the Easement Area, including, but not limited to, the hours of operation, rules and regulations, mitigation, security and lighting, maintenance and fencing, as described in the Agreement; and WHEREAS, the Easement Area will remain restricted to construction access and use during the above-described term and will be converted into a public pedestrian accessway once the improvements are completed; and WHEREAS, the prompt execution of this Agreement will allow, according to RDP, to save approximately one hundred and twenty (120) days off the developer's anticipated construction schedule; and WHEREAS, the Administration and the City Attorney's office have reviewed the attached License Agreement. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission herein approve execution of a License Agreement by and amongst Miami Beach Redevelopment Agency, City of Miami Beach, MB Redevelopment, Inc. and RDP Royal Palm Hotel Limited Partnership, for the utilization of the 16th Street Public Pedestrian Easement Area for construction access to the. Royal Palm Crowne Plaza Hotel site, for a limited time period during construction. PASSED and ADOPTED this 12th day of April, 2000. ~/Jt MAYOR ATTEST: _~6 LU{UIAoL{U,\ APPROVED AS TO FORM ,~ LANGUAGE 8. FOR EXECUTION CITY CLERK Attachment ~~!$~#- Lj-f o-cJ2) Doie F:\DDHP\SALLWexlUld~\Royal Palm\16th 51 CMBRcso,doe ~ITY OF MIAMI BEACH ITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 itp:\\ci.miami~beach.f1.us COMMISION MEMORANDUM NO. 2. g~-oo DATE: April 12, 2000 TO: Mayor Neisen O. Kasdin and Members of the City Commission Lawrence A. Levy, \/ City Manager ~ FROM: SUBJECT: A RESOLUTION OF THE MAYOR AND THE COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA RATIFYING THE EXECUTION OF A LICENSE AGREEMENT BY AND AMONG THE REDEVELOPMENT AGENCY, MB REDEVELOPMENT, INC. AND RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, FOR THE UTILIZATION OF THE 16TH STREET PUBLIC PEDESTRIAN EASEMENT AREA FOR CONSTRUCTION ACCESS TO THE ROYAL PALM CROWNE PLAZA HOTEL SITE, FOR A LIMITED TIME PERIOD DURING CONSTRUCTION. RECOMMENDATION Adopt the Resolution. BACKGROUND & ANALYSIS In connection with the Ground Lease Agreement between the Miami Beach Redevelopment Agency ("RDA"), the City of Miami Beach ("City"), and MB Redevelopment, Inc. ("MBRI"), an Easement Agreement was executed that provides the general public with pedestrian beach access over an Easement Area located along the southerly boundary of and within the Loews Hotel Property, immediately north of the Royal Palm Hotel site. On January 26, the City Commission directed the Administration to seek a renewal of the negotiations between the Loews and Royal Palm Crowne Plaza Hotels to agree on a mutually acceptable use of the Public Pedestrian Easement Area at 16th Street, for the Royal Palm's construction access needs. It should be noted that earlier discussions between MBRI and RDP to utilize the Easement Area failed to produce an agreement, which resulted in RDP's alternative proposal to gain access to its site via the City's right-of-way at 15th Street. Subsequent to the public's negative response to this proposal at the above referenced January 26 Commission meeting, the Administration was directed to seek a renewal of the negotiations between the two parties. DATE R.,F LJ-I2.-00 AGENDA ITEM The Administration coordinated a series of meetings to renegotiate the conditions of an agreement with the MBRl, the operator of the Loews Hotel, and the RDP Royal Palm Hotel Limited Partnership ("RDP"), the developer of the Royal Crowne Plaza Hotel, to access the Royal Palm construction site for construction material and equipment deliveries and unloading through the 16th Street Public Pedestrian Easement Area, to expedite the Hotel's construction schedule. As a result of the negotiations, a License Agreement (the "Agreement"), herein attached, has been drafted to be executed'by the RDNCity, as Owners, MBRl and RDP. The Agreement grants a license to RDP to utilize the Easement Area for construction related purposes for a period that shall terminate on the earlier of (a) the issuance of a certificate of occupancy for the Royal Palm Hotel or, (b) March 31, 200 I, plus sixty days for completion of the improvements to the Easement Area. The improvements to the Easement Area are to consist of decorative interlocking pavers, landscaping, irrigation, lighting, and other decorative features. Unlike the 15th Street access plan, the use of the Easement Area will have no impact on neighboring properties other than the Loews Hotel. In order to minimize the impact to Loews, the proposed Agreement contains certain mitigation provisions. RDP has agreed to complete the improvements, originally part of MBRl's scope, at its own expense and to compensate MBRl the sum of$15,000 for attorney's fees and costs incurred in the preparation of the Agreement. In return, MBRl has agreed reimburse RDP, in the amount of $72,000, toward the costs incurred by RDP in connection with the improvements to the Easement Area. It is RDP's responsibility that its General Contractor and all its subcontractors and laborers fully abide by the conditions ofRDP's use of the Easement Area, including, but not limited to, the hours of operation, rules and regulations, mitigation, security and lighting, maintenance and fencing, as described in the Agreement. The Easement Area will remain restricted to construction access and use during the above- described term and will be converted into a public pedestrian accessway once the improvements are completed. The prompt execution of this Agreement will allow, according to RDP, to save approximately one hundred and twenty (120) days off the developer's anticipated construction schedule. The Administration and the City Attorney's office have reviewed the attached License Agreement. The Administration recommends that the Mayor and the Commission of the City of Miami Beach, Florida ratify execution of a License Agreement by and among the Redevelopment Agency, MB Redevelopment, Inc and RDP Royal Palm Crowne Plaza Limited Partnership, for the utilization of 16th Street Public Pedestrian Easement Area for construction access to the Royal Palm Crowne Plaza Hotel site, for a limited time period during construction. ctJ.{.~16 LAL/CMC/AR -\ \\CH2\SYS\DDHP\SALL\Alexandra\Royal Palrn\16th SI CMBMemo.doc , . LICENSE AGREEMENT TIllS LICENSE AGREEMENT (the "Agreement") is made and entered into the \S'- day of M * ,2000, by and between MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporat and politic (the "Owner"), CITY OF MIAMI BEACH, a municipal corporation of the State of Florida (the "City"), MB REDEVELOPMENT, INC., a Florida corporation ("MB Redevelopment"), and RDP ROYAL PALM HOTEL LIMITED P ARTNERSlllP, a Florida limited partnership ("RDP"). RECITALS: A. MB Redevelopment is the lessee of certain real property lying, being, and situated in Miami-Dade County, Florida (the "Loews Hotel Property") pursuant to that certain Agreement of Lease entered into by and between Owner and MB Redevelopment, and joined in by the City to the extent provided therein, dated September 20, 1996 and recorded in Official Records Book 17360, Page 4753, of the Public Records of Miami-Dade County, Florida (the "Loews Ground Lease"), pursuant to which MB Redevelopment is, among other things, operating the Loews Miami Beach Hotel (the "Loews Hotel") on the Loews Hotel Property. B. In accordance with Article 21 of the Loews Ground Lease, Owner and the City executed that certain Easement Agreement dated September 20, 1996 and recorded in Official Records Book 17362, Page 109, of the Public Records of Miami-Dade County, Florida (the "Easement Agreement"), pursuant to which an easement was granted to provide the general public with pedestrian access over the Easement Area (as defmed in the Easement Agreement) between Collins Avenue and the Atlantic Ocean beach along the southerly boundary of and within the Loews Hotel Property, a copy of which Easement Agreement is attached hereto and made a part hereof as Exhibit A. C. RDP is the lessee of the that certain real property located immediately to the south of the Loews Hotel Property (the "Crowne Plaza Hotel Property"), pursuant to that certain Agreement of Lease entered into by and between Owner and RDP, and joined in by the City to the extent provided therein, dated October 21,1997 and recorded in Official Records Book 18170, Page 893, of the Public Records of Miami-Dade County, Florida (the "Crowne Plaza Ground Lease"), pursuant to which RDP is, among other things, in the process of constructing the Royal Palm Crowne Plaza Hotel (the "Crowne Plaza Hotel") on the Crowne Plaza Hotel Property. D. To facilitate the construction of the Crowne Plaza Hotel, RDP, the Owner, and the City desire that RD P be granted a license to utilize the Easement Area for certain purposes related to the construction of the Crowne Plaza Hotel, and the Owner, the City, and MB Redevelopment have agreed to grant RDP such license to facilitate such construction, subject to the terms and conditions hereinafter set forth. NOW THEREFORE, for and in consideration of the mutual promises and agreements herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually covenant and agree as follows: MI9a2230.0~3 , . 1. Incorooration of Recitals. The above recitals are true and correct and are incorporated herein as if set forth in full. 2. License. OWher, the City, and MB Redevelopment hereby grant a license to RDP to utilize the Easement Area for certain purposes related to the construction of the Crowne Plaza Hotel, subject to the terms and conditions of this Agreement. 3. Term. The term of this Agreement shall commence on the date hereof and, unless earlier terminated in accordance with this Agreement, shall terminate on the earlier of (a) the issuance of a final certificate of occupancy for the Crowne Plaza Hotel or (b) March 31,2001 (the "Term"), subject to the additional sixty (60) day period for completion of the Improvements (as hereinafter defined) as described in Section 7(d), below. 4. Permitted Uses of Easement Area During the Term, RDP may utilize the Easement Area solely for the purpose of deliveries and unloading of material, equipment, and personnel to and from the Crowne Plaza Hotel Property. The Easement Area may not be used by RDP and/or its agents for overnight (Le., after 7:30 p.m.) parking or storage. MB Redevelopment makes no representations to RDP as the effect, if any, of this Agreement on the easement granted to the public under the Easement Agreement. Upon any termination of the Easement Agreement, this Agreement shall automatically terminate without further notice or instrwnent. Owner and the City acknowledge that RDP's use of the Easement Area pursuant to this Agreement will necessarily result in the public not being able to use the Easement Area during the Term hereof, and that this Agreement constitutes a temporary closure of the Easement Area for purposes of the Easement Agreement. To construct the Crowne Plaza Hotel, RDP has engaged The Clark Construction Group, Inc. as its general contractor (the "RDP GC"). It is RDP's responsibility to ensure that the RDP GC and all of its subcontractors and laborers fully understand and abide by the conditions of RDP's use of the Easement Area and cooperate with MB Redevelopment's use of the Easement Area for their respective purposes. 5. Rules and RellU!ations. During the Term, the following policies will govern RDP's use of the Easement Area, with such policies subject to reasonable nonmaterial change from time to time at MB Redevelopment's sole discretion, any such changes to be effective upon seven (7) days' prior written notice to RDP: i. Hours of Operation: RDP and the RDP GC may utilize the Easement Area only during the hours of 7:00 a.m. to 7:30 p.m., seven (7) days per week. No exception to this timeframe will be permitted. However, subject to RDP obtaining approval from the City (in its governmental as opposed to proprietary capacity), RDP may utilize the Easement Area for early-morning concrete pours on Monday through Friday only. In addition, MB Redevelopment reserves the right, at its sole discretion, to prohibit RDP's use of the Easement Area for hours and days as may be necessary in order to operate events or maintain the Loews Hotel Property, subject to the following conditions: (A) If the use of the Easement Area by MB Redevelopment will be for two (2) hours or less, then MB Redevelopment shall give RDP at least five (5) days' prior written notice; and (B) If the use of the Easement Area by MB Redevelopment will be from two (2) hours to eight (8) hours, then MB Redevelopment shall give RDP MI982230.0$3 -2- , . at least ten (10) days' prior written notice (it being acknowledged that MB Redevelopment may not utilize the Easement Area for more than eight (8) consecutive hours); and (C) In any event, for any such use by MB Redevelopment, RDP will use good faith commercially reasonable efforts to accommodate a request by MB Redevelopnient even if minimal notice is given by MB Redevelopment to RDP. In addition, RDP will use good faith commercially reasonable efforts to accommodate a request by Owner and/or the City for access to the Easement Area. IfRDP and/or the RDP GC utilize the Easement Area at any time or times other than as expressly pennitted in this Section 5.i without MB Redevelopment's prior written approval, then RDP shall pay to MB Redevelopment, as liquidated damages and not as a penalty, the following amounts: NUMBER OF VIOLATIONS AMOUNT OF LIQUIDATED DAMAGES I - 3 times 4 - 6 times 7 - 8 times 9 - 10 times $ 500.00 per occurrence $1,000.00 per occurrence $3,000.00 per occurrence $5,000.00 per occurrence IfRDP and/or the RDP GC violate the permitted timeframes more than ten (10) times, then RDP shall be deemed to be in default of this Agreement, and MB Redevelopment, the Owner, and/or the City, as the sole remedy, shall have the immediate right to tenninate this Agreement without the necessity for providing RDP with any notice and/or cure period. It is hereby agreed that MB Redevelopment's damages may be difficult to ascertain and that the amounts set forth above constitute reasonable liquidation thereof and are intended not as a penalty, but as liquidated damages. MB Redevelopment will notify RDP promptly upon MB Redevelopment becoming aware of any such violation of the pennitted timeframes. The liquidated damages payable pursuant to this Section 5.i are payable by RDP within thirty (30) days after RDP's receipt (or refusal of delivery) of written notice from MB Redevelopment. ii. Construction Mitigation Program: RDP shall implement and maintain, at its expense, for the duration of the Tenn the following program to address dust, debris, and noise impacts upon the Loews Hotel: a. Prohibition of tower cranes (not to include boom swings) over the Loews Hotel Property other than the Easement Area (however, RDP acknowledges that the portion of the Loews Hotel Property adjacent to the Easement Area is utilized for, among other things, beach cabanas and the children's camp, and RDP shall operate its tower cranes in recognition of those facts). b. Installation of safety fencing and toe boards adjacent to RDP's construction on the southern border of the Easement Area to the extent necessary to meet OSHA requirements. c. Minimization of music or noise disruptive to guests of the Loews Hotel (but music shall be prohibited in the Easement Area). d. Reasonable control of dust, trash, and debris (including, without limitation, a specific dust control program for the Crowne Plaza Hotel Property). MI982230.053 -3- . . e. Minimization of vehicle "idling" in the Easement Area to minimize exhaust fumes and noise, and all vehicles in the Easement Area shall be manned, such that the vehicles can be promptly moved. f. Any mading and unloading by RDP shall occur only on that portion of the Easement Area located east of the loading dock at the St. Moritz portion of the Loews Hotel. lll. Security and Lighting: RDP shall, at its expense, at the end of each day, secure the gates providing access onto the Easement Area at its east and west ends. If RDP at any time fails to so secure the gates, then MB Redevelopment shall have the right, without notice, of securing the gates, and RDP shall reimburse MB Redevelopment immediately upon demand for any reasonable expenses, if any, which MB Redevelopment incurs in effecting RDP's compliance with this subparagraph, and MB Redevelopment shall not be liable to RDP for any damages with respect thereto. In addition, RDP, at its expense, shall also maintain the same security lighting for the Easement Area as exists as of the date hereof, and in any event RDP shall comply with any Florida Department of Environmental Protection requirements relating to lighting. iv. Maintenance: RDP, at its expense, shall fully maintain the Easement Area in connection with RDP's access to and use of the Easement Area, including, without limitation, removing all debris on a daily basis. RDP, at its expense, shall use a basic irrigation system at least three (3) times per day to minimize the impact of dust and debris resulting from RDP's use of the Easement Area, as such dust and debris may affect the Loews Hotel. RDP, at its expense, shall also maintain the construction fence as described below. v. Entry onto Easement Area: RDP may enter the Easement Area from Collins Avenue. vi. Security: RDP, at its expense, shall install an unmanned security gate along the east side of the loading dock at the St. Moritz portion of the Loews Hotel. The exact location of this gate as well as its design and function is subject to the prior written consent of MB Redevelopment. 6. Construction of Fence. RDP, at its expense, shall install, no later than thirty (30) days after the date of this Agreement, a temporary six (6')-foot-to-eight (8')-foot high chain link fence along the north side of the Easement Area, at a distance from the western access gate and continuing along the northern border of the Easement Area to the Loews Hotel's existing pool gate. The exact location of this fence as well as its design and function is subject to the prior written consent of MB Redevelopment. RDP, at its expense, shall maintain this fence in a "first-class" manner, because the fence will be viewed from the Loews Hotel. Damaged or broken sections, regardless of circumstance or cause, shall be repaired by RDP within three (3) business days after the incident or notice from MB Redevelopment. 7. Comoletion of Imorovements to Easement Area. (a) RDP agrees to construct for MB Redevelopment, at RDP's expense (except as otherwise expressly set forth below), all improvements to the Easement Area (including, without limitation, walls, curbs, walkway, interlocking pavers, paving, landscaping, irrigation, lighting, and decorative features) (collectively, "Improvements"), as more particularly described in Exhibit B, attached hereto and made a part hereof (the "Improvements Plans and Specifications"). RDP will cause Substantial Completion (as M1982230.0S3 -4- hereinafter defined) of the Improvements, in a good and workerlike manner, and consistent with the level of quality for luxury hotels, no later than the expiration of the Term (the "Substantial Completion Deadline"). RDP hereby provides MB Redevelopment with a one (1) year warranty for the Improvements, such that, far a period of one (1) year from the date of Substantial Completion, RDP covenants to repair or replace (if needed) any defect in material or workmanship of the Improvements. Any improvements to the Easement Area previously constructed by MB Redevelopment and/or LMB are excluded from the scope of work of the Improvements required to be constructed by RDP pursuant to this Agreement. As of the date hereof, to the best actual knowledge of MB Redevelopment, there are no underground utilities in the Easement Area except for a two (2") inch water line and a drain pipe. (b) As part of the Improvements, RDP, at its expense, shall remove any temporary fencing and landscaping, and shall repaint MB Redevelopment's previously-constructed masonry wall, consistent with already-applied colors. RDP, at its expense, shall also repair in accordance with the original Improvements Plans and Specifications, any damage to the adjacent improvements (including, without limitation, the north driveway curb and pavers at the west end of Easement Area). (c) Notwithstanding the foregoing, in connection with the Improvements, MB Redevelopment will reimburse RDP $72,000.00 towards the costs incurred by RDP in connection with the Improvements. Such amount will be paid to RDP within thirty (30) days after Substantial Completion (as defmed in subsection (f) below) of the Improvements. (d) If RDP has not achieved Substantial Completion (as hereinafter defined) of the Improvements on or before sixty (60) days after the Substantial Completion Deadline (the "Liquidated Damages Deadline"), for any reason whatsoever, then RDP shall pay to MB Redevelopment, as liquidated damages and not as a penalty, an amount equal to $1,000.00 per day for each day from the Liquidated Damages Deadline until the date that RDP has achieved Substantial Completion of the Improvements (the "Liquidated Damages"); provided, however, that for the first thirty (30) days following the Liquidated Damages Deadline, the Liquidated Damages shall be equal to $500.00 per day. It is hereby agreed that MB Redevelopment's actual damages may be difficult to ascertain and that the Liquidated Damages constitutes reasonable liquidation thereof and is intended not as a penalty, but as liquidated damages. For each day of Liquidated Damages that may be payable by RDP pursuant to this Section 7(d), the Liquidated Damages for each such day are payable by RDP within thirty (30) days after the date that each such day's Liquidated Damages accrue. (e) In addition to RDP's responsibility to pay the Liquidated Damages as described above, if RDP fails to achieve Substantial Completion of the Improvements by the Liquidated Damages Deadline, then MB Redevelopment shall have the right, upon written notice to RDP, to cause Substantial Completion of the Improvements (by or through the RDP GC or otherwise), and any and all costs and expenses incurred by MB Redevelopment in effecting such Substantial Completion shall be paid to MB Redevelopment within thirty (30) days after Substantial Completion and RDP's receipt of reasonably detailed invoices. MI982230.053 -5. (f) For purposes of this Agreement, "Substantial Completion" shall mean that (i) the Improvements shall have been completed (free of construction liens) substantially in accordance with the Improvements Plans and Specifications, (ii) a certificate (certified to MB Redevelopment and the Agency on the standard AlA: certification form) shall have been obtained from the either the architect that prepared the Improvements Plans and Specifications or RDP's architect of record for the Crowne Plaza Hotel substantially stating that the certifying architect has examined the Improvements Plans and Specifications and that, in its professional judgment, after diligent inquiry, construction of the Improvements has been Substantially Completed in accordance with the Improvements Plans and Specifications and, as constructed, the Improvements comply with all applicable Requirements (as hereinafter defined), and (iii) all of the Improvements shall have been issued certificates of completion and/or occupancy. "Requirements" means any and all laws, constitutions, rules, regulations, orders, ordinances, charters, statutes, codes, executive orders, and requirements of the United States of America, the State of Florida, the City of Miami Beach, Miami-Dade County, the Agency (in its governmental as opposed to proprietary capacity) and any agency, department, commission, board, bureau, instrwnentality or political subdivision (including any county or district) of any of the foregoing, now existing or hereafter created, having jurisdiction over MB Redevelopment or over or under the Loews Hotel Property or any portion thereof or any street, road, avenue or sidewalk comprising a part of, or in front of, the Loews Hotel Property, or any vault in or under the Loews Hotel Property, or airspace over the Loews Hotel Property (including, without limitation, any of the foregoing relating to handicapped access, the Building Code of the City and the laws, rules, regulations, orders, ordinances, statutes, codes, and requirements of any applicable Fire Rating Bureau or other body exercising similar functions); the temporary and/or permanent certificate or certificates of occupancy issued for the Loews Hotel Property as then in force; and the requirements of the Davis-Bacon Act (40 U.S.C. ~ 276(a)), if applicable, and the requirements of the City of Miami Beach Ordinance No. 94-2960. (g) RDP's obligation to construct the Improvements and provide the one-year warranty therefor shall survive the expiration of the Term or any termination of this Agreement (whether by default or otherwise). (h) Title to the Improvements and all portions thereof shall at all times remain vested in MB Redevelopment. 8. Comoliance with Laws: Construction Liens. (a) In connection with its use of the Easement Area and its obligations under this Agreement, RDP agrees to comply with all applicable Requirements. (b) RDP shall promptly pay for all materials supplied and work done in respect of the Improvements to the Easement Area so as to ensure that no lien is recorded against any portion of the Loews Hotel Property (including, without limitation, the Easement Area) or against MB Redevelopment's interest therein. If a lien is so recorded, RDP shall discharge it promptly by payment or bonding. If any such lien against the Loews Hotel Property or MB Redevelopment's interest therein is recorded and not discharged by RDP as above required within ten (10) days following written notice to RDP, MB Redevelopment shall have the right to remove such lien by bonding or payment and the costs MI982230.053 -6- , . thereof (including without limitation attorneys' fees and costs related thereto) shall be paid immediately from RDP to MB Redevelopment. 9. Renair of DalhalZe. RDP will immediately repair or cause to repair any damage to the Loews Hotel Property caused by, through, or under RDP or the RDP GC or any of its subcontractors, laborers, or material suppliers. Upon receipt of written notice from MB Redevelopment, RDP shall complete any repairs within three (3) business days, or such timeframe as may be agreed to by MB Redevelopment if repair work is extensive. If RDP fails to perform any of its obligations under this Agreement, MB Redevelopment shall have the right, but not the duty, upon prior written notice, to correct any condition and/or to make repairs and/or to perform maintenance, and the reasonable costs thereof shall be paid by RDP promptly after written notice of the same. Notwithstanding the foregoing provisions of this paragraph, RDP shall not be responsible for repairing or restoring any damage to the Easement Area or the improvements located therein or thereon (including, without limitation, any fencing) caused by the acts, omissions, or negligence of MB Redevelopment, LMB, the Owner, or the City, or their respective agents, employees, or contractors. 10. Indemnity. RDP shall indemnify and hold the Hotel Owner Indemnified Parties (as defmed in paragraph 4 of the Easement Agreement) hannless from all loss, cost, liability, claim, damage and expense (including, without limitation, reasonable attorneys' fees and disbursements), penalties and fines, incurred in connection with or arising from any acts, omissions or negligence of RDP or any person or other entity claiming through or under RDP in, about, or concerning the Easement Area, or arising in any way out of RDP's responsibilities under this Agreement, except to the extent any of the foregoing is caused by the gross negligence or willful misconduct of any of the Hotel Owner Indemnified Parties, or the Owner, the City, or their respective agents, employees, or contractors. RDP shall indemnify and hold the Owner Indemnified Parties (as defined in paragraph 4 of the Easement Agreement) harmless from all loss, cost, liability, claim, damage and expense (including, without limitation, reasonable attorneys' fees and disbursements), penalties and fines, incurred in connection with or arising from any acts, omissions or negligence of RDP or any person or other entity claiming through or under RDP in, about, or concerning the Easement Area, or arising in any way out of RDP's responsibilities under this Agreement, except to the extent any of the foregoing is caused by the gross negligence or willful misconduct of any of the Owner Indemnified Parties, or MB Redevelopment or its agents, employees, or contractors. MB Redevelopment shall indemnify and hold RDP, its agents, employees, and contractors hannless from all loss, cost, liability, claim, damage and expense (including, without limitation, reasonable attorneys' fees and disbursements), penalties and fines, incurred in connection with or arising from any acts, omissions or negligence of Hotel Owner Indemnified Parties, in, about, or concerning the Easement Area, except to the extent any of the foregoing is caused by the gross negligence or willful misconduct of any of RDP or its agents, employees, or contractors. Except to the extent RDP is responsible to indemnify the Hotel Owner Indemnified Parties and the Owner Indemnified Parties (each as defmed in paragraph 4 of the Easement Agreement), nothing M1982230.0'3 -7- contained in this Agreement shall be deemed to modify the indemnity obligations of MB Redevelopment, the Owner, and the City as set forth in paragraph 4 of the Easement Agreement. The indemnities deseribed herein shall survive the expiration of the Term or any termination of this Agreement. 11. Insurance. RDP (at RDP's expense and/or the RDP GC's expense) shall provide MB Redevelopment, the Owner, and the City with a Certificate of insuranCe for a policy or policies of commercial general liability (including without limitation property damage) insurance with respect to RDP's activities in the Easement Area, issued by and binding upon an insurance company licensed in Florida, such insurance to afford minimum protection of not less than $2,000,000.00 combined single limit coverage of bodily injury, property damage, or combination thereof. RDP's insurance coverage obtained in accordance with this paragraph shall include "MB Redevelopment, Inc., Loews Hotels, Inc., and the respective parents, subsidiaries, and affiliates of MB Redevelopment, Inc. and Loews Hotels, Inc., the City of Miami Beach, the Miami Beach Redevelopment Agency, and Bankers Trust Company, its successors and/or assigns, as Agent" named as additional insured parties to same. Each policy shall provide that it may not be canceled or substantially modified without thirty (30) days' prior written notice to MB Redevelopment. If requested by MB Redevelopment, RDP shall deliver to MB Redevelopment copies of the insurance policies required under this Agreement. RDP shall also maintain workers' compensation insurance to provide statutory benefits as required by the laws of the State of Florida. The Certificates of Insurance are attached hereto and made a part hereof as Exhibit C. 12. Default and Termination. MB Redevelopment, the Owner, and/or the City may tenninate this Agreement only for cause, provided that five (5) business days' written notice is forwarded to RDP, in which five (5) business days RDP can cure the default, unless the cure reasonably requires more than five (5) business days, in which event RDP shall have an additional reasonable time to cure the default, provided RDP commences to cure with in such five (5) business day period and thereafter diligently prosecutes the cure to completion, but in no event shall such additional time exceed thirty (30) days. Notwithstanding the foregoing, if RDP fails to perform any obligation under this Agreement more than six (6) times in any period of six (6) months (except with respect to the ten (10) violations of the hours of operation, as provided in Section 5.i, above), notwithstanding that RDP has corrected any previous failures within the applicable cure period, then any further failure shall automatically give MB Redevelopment, the Owner, and/or the City the immediate right to terminate this Agreement without the necessity for providing RDP with any notice and cure period. RDP shall pay on demand to MB Redevelopment, the Owner, and the City, as applicable, all costs incurred by MB Redevelopment, the Owner, and the City, as applicable, including, without limitation, reasonable attorneys' fees and costs at all tribunal levels, incurred by MB Redevelopment, the Owner, and the City, as applicable, in enforcing any of the obligations of RDP under this Agreement. Notwithstanding the foregoing, in the event of an arbitration as described in Section 30, below, the arbitrator shall have the power to award to the prevailing party its costs and expenses incurred in such arbitration, including reasonable attorneys' fees. MI982230.0S3 -8- 13. Performance at Each PartY's Sole Cost and Exoense. Unless otherwise expressly provided in this Agreement, when either party exercises any of its rights, or renders or performs any of its obligations hereunder, such party shall do so at its sole cost and expense. or' 14. Time. Time is of the essence of this Agreement. 15. Notice. Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any party hereto in connection with this Agreement shall be in writing and shaH be sent by United States mail, postage prepaid, registered or certified, return receipt requested, or by overnight express delivery service, to the respective addresses set out below, or to such other addresses as are from time to time specified by written notice delivered in accordance herewith: If to MB Redevelopment: MB Redevelopment, Inc. Loews Miami Beach Hotel General Manager 1601 Collins Avenue Miami Beach, Florida 33139 and: Loews Hotels, Inc. 667 Madison Avenue New York, New York 10021-8087 Attention: Corporate Secretary if to Owner and/or the City: Miami Beach Redevelopment Agency Executive Director 1700 Convention Center Drive Miami Beach, Florida 33139 with a copy to: Miami Beach Redevelopment Agency General Counsel 1700 Convention Center Drive Miami Beach, Florida 33139 and: City of Miami Beach City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 with a copy to: City of Miami Beach City Attorney 1700 Convention Center Drive Miami Beach, Florida 33139 M1982230.0S3 .9- If to RDP: RDP Royal Palm Hotel Limited Partnership c/o Peebles Atlantic Development Corporation 100 S.E. 2nd Street, Suite 4650 Miami, Florida 33131 Attention: Mr. Richard A. Matlof, Senior Vice President ~ with a copy to: Donohoe Development Co. 2101 Wisconsin Avenue, NW Washington, D.C. 20007 Attention: Mr. Christopher A. Bruch, Development Director 16. No Assilmment. It is agreed by the parties that this Agreement and the license granted hereby is personal to RDP. No assignment of this Agreement or any interest therein and no sublicense for any purpose shall be made or granted by RDP. Except as otherwise expressly set forth herein, this Agreement constitutes a revocable license and shall not be construed as a lease or an easement. This Agreement shall not be construed as creating a license coupled with an interest or grant. RDP agrees that it does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Easement Area by virtue of this Agreement or its use of the Easement Area. 17. Owners and City's Governmental CaDacitv. Nothing in this Agreement or in the parties' acts or omissions in connection herewith shall be deemed in any manner to waive, impair, limit, or otherwise affect the authority of the Owner or City in the discharge of its police or governmental power. 18. Remedies Cwnulative. Except for the liquidated damages provisions set forth in Section 5.i and Section 7(d), each right and remedy of either party provided for in this Agreement shall be cwnulative and shall be in addition to every other right or remedy provided for in this Agreement, or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by a party of anyone or more of the rights or remedies provided for in this Agreement, or now or hereafter existing at law or in equity or by statute or otherwise, shall not preclude the simultaneous or later exercise by such party of any or all other rights or remedies provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise. 19. Counteroarts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall represent one instrument 20. Successors and Assi",,~, The agreements, terms, covenants, and conditions herein shall be binding upon, and insure to the benefit of, Owner, the City, MB Redevelopment, and RDP, and, except as otherwise expressly provided herein, their respective successors and assigns. 21. No Recordiml. No party hereto shall cause this Agreement or any amendments hereto or any memoranda hereof to be recorded in any Public Records. 22. No Waiver. If MB Redevelopment, the Owner, and/or the City excuse or condone any default by RDP of any obligation under this Agreement, this shall not be a waiver of such obligation in respect of any continuing or subsequent default and no such waiver shall be implied. MI982230.0S3 -10- , ' 23. Severability. If any provIsion of this Agreement is held or rendered illegal or unenforceable, it shall be considered separate and severable from this Agreement and the remaining provisions of this Agreement shall remain in force and bind the parties as though the illegal or unenforceable provision had never been included in this Agreement. 24. Entire AlD'eement; Modification. This Agreement sets forth the entire agreement between the parties specifically relating to subject matter of the license granted hereby and there are no other agreements or understandings between them relating to RDP's use of the Easement Area. This Agreement may not be modified except by agreement in writing executed by the parties. 25. Cautions: References. The captions of this Agreement are for the purpose of convenience of reference only, and in no way define, limit or describe the scope or intent of this Agreement or in any way affect this Agreement. All references in this Agreement to the terms "herein, "hereunder," and words of similar import shall refer to this Agreement, as distinguished from the paragraph or Section within which such term is located. 26. GovemiOlz Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida, without regard to principles of conflict of laws. 27. Loews Corooration Comuletion Guarantee. Notwithstanding anything to the contrary contained in that certain Completion Guarantee dated September 20, 1996 given by Loews Corporation in favor of the Owner and the City, the Owner and the City hereby acknowledge and agree that, Loews Corporation's Completion Guarantee shall no longer be applicable to the completion of the Improvements to the Easement Area, and that for all purposes, the term "Project" as used in the Loews Corporation Completion Guarantee shall not include the Improvements pursuant to this Agreement or any other work in connection with the Easement Area, and that Loews Corporation is hereby released from any and all obligations under the Loews Corporation Completion Guarantee with respect to the Easement Area. In addition, notwithstanding anything to the contrary contained in the Loews Ground Lease, the Hotel Development Agreement relating thereto, and/or the Easement Agreement, the Owner and the City hereby acknowledge and agree that MB Redevelopment is no longer responsible for the completion of the Improvements to the Easement Area, and that for all purposes, the term "Project" as defined in the Hotel Development Agreement shall not include the Improvements pursuant to this Agreement or any other work in connection with the Easement Area, and that MB Redevelopment is hereby released from any and all obligations under the Loews Ground Lease, the Hotel Development Agreement relating thereto, and the Easement Agreement with respect to the obligation to construct any improvements or installations to the Easement Area. Upon written request of Loews Corporation and/or MB Redevelopment, the Owner and the City shall execute any other instruments reasonably necessary to reflect the foregoing. 28. Intentionallv Omitted. Ml982230:0S3 -11- 29. Attornevs' Fees. Simultaneously with its execution of this Agreement, RDP shall pay to MB Redevelopment the sum of $15,000.00 to compensate MB Redevelopment for the attomeys' fees and costs incurred by MB Redevelopment in the preparation, negotiation, and consummation of this Agreement. ~ 30. Arbitration. (a) Any dispute, disagreement, controversy or claim between Owner, the City, MB Redevelopment, and/or RDP arising out of or relating to this Agreement, or the breach hereof (a "Dispute") shall be resolved by expedited arbitration administered by the American Arbitration Association ("AM") as provided in this Section and the Commercial Arbitration Rules of the AM (the "AM Rules") in effect as of the commencement of the applicable arbitration proceeding, except to the extent the then current AM Rules are inconsistent with the provisions of this Section, in which event the terms hereof shall control. The arbitration shall be governed by the United States Arbitration Act and the Florida Arbitration Code to the extent the Florida Arbitration Code is not inconsistent with the United States Arbitration Act and this Section, and judgment upon the award entered by the arbitrators may be entered in any court having jurisdiction. (b) Florida. Any arbitration pursuant to this Section shall be conducted in Miami-Dade County, (c) (i) The arbitration shall be conducted by one (1) arbitrator in accordance with the AM Rules for Expedited Procedures, which arbitrator shall be selected in accordance with the AAA Rules for Expedited Procedures, and which arbitrator shall have had experience in large-scale commercial construction. (ii) In connection with any arbitration proceeding: (A) No arbitrator shall have been employed or engaged by a party hereto or its hotel or construction consultants within the previous five (5) year period; (8) The arbitrator shall be neutral and independent of the parties to this Agreement and their respective hotel and construction consultants; (C) No arbitrator shall be affiliated with either party's auditors; and (0) No arbitrator shall have a conflict of interest with (including, without limitation, any bias towards or against) a party hereto or its then current hotel and construction consultants. (d) The award of the arbitrator shall be accompanied by a statement of the reasons upon which the award is based. The arbitrator shall not have the power to modify this Agreement. The arbitrator shall have the power to require the termination of this Agreement for an uncured default by RDP hereunder. The arbitrator shall have the right to award to the prevailing party its costs and expenses incurred in such arbitration, including reasonable attorneys' fees. The award may not include, and the parties specifically waive, any award of punitive damages. The fees and costs of the arbitrator shall be borne equally by the parties. (e) The arbitrator may consolidate proceedings with respect to any Dispute under this Agreement with proceedings with respect to any related controversy, provided that any parties to such controversy who are not parties to this Agreement consent to such consolidation. M1982230.0S3 -12- , ' (f) The parties will cooperate in the exchange of documents relevant to any Dispute. Deposition or interrogatory discovery may be conducted only by agreement of the parties or if ordered by the arbitrator. In considering a request for such deposition or interrogatory discovery, the arbitrator shall take into account that the I'arties are seeking to avoid protracted discovery in connection with any arbitration proceeding hereunder. (g) If a party detennines that a Dispute presents such party with an extraordinary situation that requires it to seek emergency provisional relief prior to the appointment of the arbitrator who will detennine such Dispute, it may seek such emergency provisional relief from any court having jurisdiction; provided, however, that (i) in order to obtain any such relief, the court shall determine that such party has met any applicable standards imposed by the law applicable to the relief requested with respect to such party's rights to such relief and (ii) such relief may only be sought and obtained on the condition that any order entered by the court will expire ten (10) days after the appointment of the arbitrator unless the party that sought the order renews its application for emergency provisional relief to the arbitrator within such ten (10) day period, which arbitrator shall then make de novo any findings of fact that may be required in ruling on such renewed application. The prevailing party in such court action for emergency provisional relief shall be entitled to recover its costs and expenses incurred in such litigation, including reasonable attorneys fees. 31. Interest for Late PaYments. Any payments required to be made pursuant to this Agreement not made when due and payable shall bear interest at a rate equal to the lesser of (a)the prime rate in effect from time to time at Citibank, N.A. (or The Chase Manhattan Bank, N.A., ifCitibank, N.A. shall not then have an established prime rate; or the prime rate of any major banking institution doing business in New York City, as selected by MB Redevelopment, if none of the aforementioned banks shall be in existence or have an established prime rate), plus four (4%) percent per annum, or (b) the highest rate permitted by law. Such interest shall be computed for the entire period for which the amount is overdue and which shall be in addition to and not in lieu of any other rights and remedies provided for in this Agreement. 32. Condition Precedent. Notwithstanding anything to the contrary contained in this Agreement, this Agreement, and the obligations of the parties hereunder, are subject to the satisfaction, within the time period set forth below, of the following condition precedent: Within fourteen (14) days after the date of this Agreement, RDP, at its expense, shall (i) provide reasonably satisfactory evidence to MB Redevelopment, the City, and the Owner that RDP has caused the payment and performance bond issued in connection with the construction of the Crowne Plaza Hotel to be amended to reflect that RDP and the RDP GC are responsible for the Improvements to the Easement Area and (ii) cause the RDP GC to provide a letter addressed to MB Redevelopment, the City, and the Owner acknowledging that such payment and performance bond issued in connection with the construction of the Crowne Plaza Hotel has been amended to reflect that RDP and the RDP GC are responsible for the Improvements to the Easement Area and that the RDP GC will therefore construct the Improvements to the Easement Area if the bonding company so requests. The form and content of such letter from the RDP GC shall be reasonably satisfactory to MB Redevelopment, the City, and the Owner. MI9I2230,0S3 -13- , If the condition precedent set forth above has not been duly and timely satisfied as provided above, for any reason whatsoever, then MB Redevelopment, the Owner, and/or the City may elect to terminate this Agreement by written notice to the other parties, whereupon this Agreement shall be deemed to be void and of no further force or effect and the parties shall be relieved of all further obligations under this Agreement. However, if any of the aforementioned parties elect to terminate this Agreement and RDP then satisfies the condition precedent set forth above within ten (10) days after delivery of the termination notice, then the termination shall be void and of no further force or effect, and this Agreement shall continue in full force and effect. MB Redevelopment, in its sole discretion, may elect to allow RDP to utilize the Easement Area prior to the satisfaction of the condition precedent set forth above; provided, however, that such election by MB Redevelopment shall not be deemed to waive MB Redevelopment's, the Owner's, and/or the City's right to terminate this Agreement as set forth above if the condition precedent set forth above has not been duly and timely satisfied as provided above. 33. Amendment of Permits. (a) RDP, at its expense, shall use reasonable efforts to cause the City (in its governmental capacity) to amend, within thirty (30) days after the date of this Agreement, (i) MB Redevelopment's building permit for the Loews Hotel to reflect that the Improvements to the Easement Area are no longer part of the work to be performed under MB Redevelopment's building permit, and (ii) RDP's building permit for the Crowne Plaza Hotel to reflect that the Improvements to the Easement Area are now a part of the work to be performed under RDP's building permit. (b) RDP, at its expense, shall use reasonable efforts to cause the Florida Department of Environmental Protection to amend, within thirty (30) days after the date of this Agreement, (i) MB Redevelopment's coastal construction permit for the Loews Hotel to reflect that the Improvements to the Easement Area are no longer part of the work to be performed under MB Redevelopment's coastal construction permit, and (ii) RDP's coastal construction permit for the Crowne Plaza Hotel to reflect that the Improvements to the Easement Area are now a part of the work to be performed under RDP's coastal construction permit. The parties shall jointly cooperate in such amendments and/or obtaining of any other permits, licenses, and approvals necessary for the construction of the Improvements. In any event (whether or not such permits are amended), RDP, at its expense, shall be responsible to comply with any and all obligations arising out of such permits as well as any and all other permits, licenses, and approvals obtained or to be obtained in connection with the Improvements to the Easement Area. [signatures begin on next page] M1982230..053 -14- IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. -- MIAMI BEACH REDEVELOPMENT AGENCY ATTEST: By:_.~r ~CU~ Rob..>rt Parcher Secretary By: rdJ Neisen Kasdin Chairman APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION STATE OF FLORIDA ) )ss: ) 4i11!!:It . ca.n..I CaunIII COUNTY OF MIAMI-DADE . The foregoing instrument was acknowledged before me this ~ day of ~. . 2000, by Neisen Kasdin, as Chairman, and Robert Parcher, as Secretary, of MIA.\.fl BEA H REDEVELOPMENT AGENCY, a pubhc body corporate and pohtlc, on behalf of such pubhc body. They are personally known to me or produced valid Florida driver's licenses as identification. NO&~ Print Name: n of -e y Yl 4 1'/ de ~ f I o \(ERRY HERNANDEZ NOTARYPVBLlCSfATEOF FLORIDA COMMISSION NO. (;('lIil7- MY COMMISSION EXP. MAY 3 My commission expires: Ml982230.053 -15- ATTEST: BY:_~~ R~ Robert Parcher Gity Clerk STATE OF FLORIDA J(ERRY HERNANDEZ NOTARY PUBLIC STATE OF FLORIDA COMMISSION NO. CC832806 MY COMMISSION EXP. MAY 3 My commission expires: M1982230.053 CITY OF MIAMI BEACH Iii By: Neisen Kasdin Mayor APPROVED AS m FORM & LANGUAGE & FOR EXECUTION 11181/ - 1t!/tnJ ~ otary bhc, State OfFltt / Print Name: ~yy '1 -e Y >1 4 4 d \!? ~. -, /. -16- MB REDEVELOPMENT, INC. ATTEST: By: ~a..... ~ Gl ~..,-, 2.of'liJ 11-~ Secretary By: Name: Title: STATE OF N~ y.~.jl, COUNTY OF tVtl,.o y~ il ) )ss: ) IJ. . The foregoing instrument was acknowledged before me this J...JiiJ day of PRJ.; , 2000 by G-a.r y w G:.tr.coiJ ~i1- , as Vie!... f'r€JIcli,r- , and ~{"i'I '2q"lh , as!lSecretary, of MB REDEVELOPMENT, INC., a Florida corporation, on behalf of such corporation. They are personally known to me or produced as identification. ~1AQJtj-ui2 Notary Public, State of Print Name: My commission expires: CJ'.rl0L OOKTORSKl !'>tOT/'.RY PUi3UG, 81[1:;:'.0.of Ne'aVork l-'il), zn--:,:;'~0ei 4 ()'_~"<;rE'j iff N(,S.':~1~ c.."'Ji"Ity "-F."",,,...,,,,,,, .. . C :s """,.".,-.. . .."'U,) 1'ol,",W -':Oi\C ;oU G~ri::;.1iJ&ion ~res Juna 30.20 MI982230.DOC -17- RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, a Florida limited partnership -. By: PADC HOSPITALITY CORPORATION I, a Florida corporation, as General Partner ATTEST: BY~~Y~ Secretary By: ~~~ ~:~: V'r.> p_"j~~;'u.( STATEOF ,-J~,.l0-}- /!.. . ~. . , ...,.1 COUNTY OF /7L..( <-- ,~,-, ,- vL'fl--/.A_ [. 'The foregoing instrument _~ acknOWledg~ before me. thisf'~':? C- day of 111-( -<...---1 , 2000, by A f Ch...fl . /~/~JI a , as i ,and 1/1 { ;:,,, lie F /J /. /e~---' , as Secretary, of PADC HOSPITALITY CORPORATION I, a Florida corporation, on behalf of such corporation, which corporation is General Partner ofRDP ROYAL PALM HOTEL LIMITED~a Florida limited partnership, on behalf of such limited partnership. They are personally known to me or produced as identification. My commission expires: /i/~ ;t/(~ Notary Public, State of dc/A-<. L", Print Name: U..-r:rj I')rl tf K / MY TERRYKNOX NOTARYpUBUC STATEOF FLORIDA coMMIS6ION NO. CC85f013 MY.coMMfl!l!ON EXP. Y 12 MI982230.053 -18- , M1982230.053 Exhibit A Copy of Easement Agreement , EXHIBIT A . . m: 17EfO I 09 . PREPARED BY AND TO BE RETURNED TO: -- 96R429263 1996 SEP 23 15100 IlOCSTPOEE 0.60 UTX 0.45 HARVEY RIJIIIN, CLERK DADE COUNTY, FL KOUEEN O. P. COBB, ESQ. HUGHES HUBBARD & REED LLP 201 South Biec.yne Blvd. Suite 2500 MI.ml, FIorld. 33131 EASEMENT AGREEMENT THIS EASEMENT AGREEMENT (the "Agreement") is lNde this UJ day of ~, 1998 by the Mlemi Beach Redevelopment Agency, a public body corporate and politic (the "Own.r") and the City of Miami Beach, a municip.1 corporation of the State of Florid. (the 'Clty;. RECITALS: A. OWner is the fee simple owner of the re.1 property described In exhibit A attached hereto and lT18CIe a part hereof (the "Propertyj, lying, belng and situated in Dade County, Florid.. B. MB Redevelopment. Inc., a florid. corpcntlon ("Hotel Owner; Is the lessee of the Property pursuant to that certain Agreement of L.... entered into by and between Owner and Hotel Owner, and joined in by the City to the extent provided therein, of even date herewith (the "Ground ......;, pursuant to which Hotel Owner shall, among other things, construct, own, manage and operate a convention center hotel (the "Hoteli on the Property, which Ground Lea.. is intended to be recorded among the Public Records of Dade County, Florid. prior to the recordation hereof. C. In accord.nce with ArtIcle 21 of the Ground Le.... Owner desires to create an easement to provide the public with pedestrian access between Collins Avenue and the Atlantic Ocean beach along the southerly bound.ry of and within the Property, as more particularly described in exhibit B, attached hereto and made a part hereof (the "Eas.m.nt A....;. on the tenns and conditions hereinafter set forth. D. In consideration of the creation of the public pedestrian access to the beach,the City h.. agreed to provide appropriate maintenance and security for the Ea..ment Area, on the terms and conditlona hereinafter set forth. E. Hotel Owner consents to such easement on the terms and conditions herein.fter set forth. NOW, THEREFORE, in consideration of the payment of ten ($10.00) dollers and other good and valu.ble consideration, the receipt and sufllclency of which are hereby acknowledged, the parties hereto intending to be legally bound, agree as follows: MlllGI10.0718117IN ~l , ~~: I 7362f(() II 0 1. Grant of E.sement. Own.r does h.reby grant .nd cre.te, for the benefit of the g.neral public. . non-exclu.iv. ..sement for ped.stri.n non-commerci.1 .ccess over the Easement Area.pntll the termin.tion of the .asement d.scribed herein pursuant to the t.rms hereof. subject to Hotel Owner's use of the Easement Are. for the following purpos..: (i) all lawful UNa not Inconsist.nt with the purpose of the .asement described herein or the Ground L.... for so long .s the Ground L.... is in full force .nd .ffect; (II) u.. of the Easement Area in connection with the ownership. u.. .nd operation of the Hotel or .ny of the facilities thereon. including, but not limited to. mainten.nce. d.liv.ries. .nd tnlah removal; and (Iii) u.. of the Easement Area to allow emerg.ncy v.hicular acceaa to the beach. 2. Mainten.nce. Owner.nd the City, at their sole coat and .xpen... sh.1I be required to maintain, repair. repl8c:e and restore .ny improvements located in the Secured Area (as h.reinafter d.flned) in good repair .nd condition which includ.., but is not limited to. g.rbag. removal daily. All repairs and replacements mad. by the City or Own.r shall be substantially equal in quality and cia.. to the original qU.lity of the improvements being repaired or replaced. A description of the initial improvements and the apecitk:ations thereof .re described on exhibit C attached h.reto .nd made a p.rt hereof. Th. City .grees to maintain separate meters in ita name for .Iectricity and irrig.tion .ssociated with the E...ment Area. If Owner and the City fail to perform their obligations under this paragraph 2. the Hotel Owner sh.11 h.v. the right. but not the duty, upon thirty (30) d.ys' prior written notice. to correct such condition and to make such repairs or to perform such mainten.nce. and the coat thereof shall be paid by Own.r promptly after notice of the same. Notwithstanding the foregoing provisions of this paragraph 2. n.ith.r Own.r nor the City shall be responsible for repairing or restoring. any d.mage to the Easement Area or the improvements located therein or th.reon caused by the acta. omissions or negligence of Hotel Owner. The repair or restO"'ltion of .ny such d.mage shall b.' p.rformed at the sole coat .nd expen.. of Hotel Owner. If the Hot.1 Owner fails to make such r.pair or r.storation for such damage, the Own.r sh.11 h.v. the right, but not the duty. upon thirty (30) d.ys' prior writt.n notice. to make such repairs or restoration, and the cost th.reof shall be paid by Hotel Owner promptly after notice of the same. 3. Security. The City, at ita sole coat and .xpen... sh.1l be responsibl. for providing police protedlon for the E...ment Area to the same .xtent .s the City provid.s police protection to the sunounding .m. Notwithstanding the foregoing, Hotel Owner shall have the right to control .ccess in and to that portion of the Easement Area described in exhibit D .ttached h.reto and made a p.rt hereof (the "Secured Are., .fter sundown and before sunrise by locking and unlocking all of the fences and gates installed as part of the improvements in the Easement Are., subject to the City's right to open such fences or gates from time to time for gov.rnmental purpoe... The City and Owner .cknowledge that Hotel Own.r has unlimited accesa to the Easement Are. at all times, MI882I10.0718t17/M -2- ire: I 7362f[() III , 4. Indemn~. The Owner and City shall indemnifY and hOld the Hotel Owner Indemnified P8It!es (.. defined in the Ground Lea.. for "Tenant Indemnitlecl Parties" with the referenc:8S to "1enant" in such definition being, for purposes of thls paragraph 4. ret'Mtnces to "Hohii Owner") hannleu from all loss, coat. liability, claim, damage and expense (including, without limitation, reasonable attorneys' fees and disburtements), penalties and tines, incurred in connection with or arising from any acta, omissions or negligence of the Owner or City made in ita or their proprietary capacity or any person or other entity claiming through or under the Owner or City (In their proprietary capacity only) in, about or concerning the Eaement Aru, except to the extent any of the foregoing is caused by the grou negligence or willful miaconcluct of any of the Hotel Owner Indemnified Parties. PUl'luant to the preceding paragraph, HoWl Owner lIla. IndemnifY and hold the Owner Indemnified Parties (a detlned in the GroundLN.. for "Owner Indemnified Partleai hannleu from all loa, coat. liability, claim, damage and expen.. (Including, without limitation, reaonable attorneys' fees and disbursements), penalties and tin.., incurred in connection with or arising from any acta, omilalons or negligence of Hotel Owner Indemnified Parties, in, about or conceming the Easement Area, except to the extent any of the foregoing ls caused by the grou negligence or willful miaconduct of any of the Owner Indemnltled Parties. The Indemnities described in this SectIon 4 shan survive the tenninatlon of this AgAlament 5. Easements and Covenants Run with the lMd. Each and all of the easements, covenants, obligatlona and rights granted or created under the tenns of this Agreement are appurtenant to the Property and the Easement Aru. The provisions hereof shall run with the land, shall be binding on and shall inure to the benefit of the parties hereto and the general public, and, subject to paragraph 7, below, may be waived or modified only by written inatrument executed by the parties in recordable fonn. e. Perfonnance at Each Party's Sole Cost and ExDenle. Unleu otherwi.. expreuly provided In this Agreement, when either party exerclaea any of ita rights, or rendel'l or performs any of ita obligations hereunder, such party shall do so at ita sole cost and expente. 7. Termination. On the date hereof, theAl exists public accau to the Atlantic Ocean beach from (I} 17th Street. Miami Beach, Florida and (II} 15th Street, Miami Beach, Florida (each an "Aeeesl Areai and it Is a condition of the easement described herein that both of the refentnced beach accau are.. remain open to the public at all times after sunrise and until sundown, except for a temporary closure in the ordinary course of business or a temporary closure for reasons of force majeure. If either Access Area closes for any reason (other than a temporary closure in the ordinary course of business or a temporary closing for force majeure reasons), the easement described herein shall MlllGe10.071llt17111 -3- m: I 7362fro 1 12 ~ autQrnatlc8lly WIn" and be of no further force or effect. including, but not limited to, the termination of the rights of third partieS. At the Hotel Qwner's request. the Owner and City wID execute such documentI, in recordable fonn, as necessary to reflect such tennination. IN WlTNESS'VVHEREOF this Agreement hu been executed u of the date first abo\M ..,Itten. ATTEST: By:_~r ~ Robert Parcher Secretary ATTEST: By: ~ ~w.k Robert Parcher City Cleric K~..;~' APPROVED l GAL DE 1. By Date . MIM2t10.0718/17/M MIAMI BEACH REDEVELOPMENT AGENCY By: FORM APPROVED REDEVaOPMENT AGENCY :ii;J# By . Date 9~A6 , .... , iVc: '7362rt{) I '3 STATE OF FLORIDA ) )..: ) COUNTY OF DADE "'7-_ ~, J _ A _ The fOregoing instrument was acknowledged before 1M this ~ day of ~ 1998, by Seymour Gelber, as Chairman, and Robert Parcher, a. Sea.tary, of the MIAMI BEACH REDEVELOPMENT AGENCY. a public body corporate and politic, on behalf of .uch public body. They are p8r1onally known to me or produced valid Florida drlv..... licen... as identitlGatlon. My commi s,.~~o~a,'~ Notary Public....SbD of . Print N..".:t Ii ~A-bm .n,. ~ STATE OF FLORIDA ) )..: COUNTY OF DADE ) ~ ~The foregoing instrument was acknowledged before 1M thia ~ ~ . day of 1998, by Seymour Gelber. a. Mayor, and Robert Parcher, a. City Clerk, of e CITY OF MIAMI BEACH, a municipal corporation of the SbD of Florida, on behalf of .uch municipal corporation. They are personally known to 1M or produced valid Florida driver'. licen... a. identlftcatlon. My commission expw.: ~. e~'~ MI1l82I10.071.,17/88 . .5- ~{t: I 736zrro 114 JOINDER AND CONSENT MBREDEVELOPMENT, INC.. hereby joins in and consents to the foregoing euement Agreement MB REDEVELOPMENT, INC. By; W ~ .Secletary STATE OF FLORIDA ) )..: ) ~ ~ The foregoing instrument was ,cknowledQed before me th~dat of 1998, by7~Q)L...? 1+-01 '{in . as~' '/;C:A, tW, ~and . . ~ ,/I'a~Secretary, of MB REDEVELOPMENT. INC.. a Florida corporation. on behalf of .uch corporation. They are personally known to me or produced valid Florida drlv.... licenses .. identification. COUNTY OF DADE (~i:,of) Doo ().u'Jj Notary Public, ~ta.. o~ Florid (/ cA ~ 'Po,. Print Name:jj I I W Go n I ;J 12- MI8ll2I10.0711l117118 . . MI1IlS2e10.071111171111 m: I 736zrrQ 115 Exhibit A Legal Description of Property -- BotEL LEGAL DESCRIPTION ~: 1 7362rtO 116 P~EL I' L.OTS , 2 17 /tH:J IS. BLOCK ". FISHER'S FIRST SUBDIVISION OF ALTON BE AC,"" ACCOR6Nb TO PLAT THEREor,RECORDED ~ PL.AT BOOK 2.A1 PAGE 77. OF THE PUBLIC RECORDS OF D~ COUNTY, rL.ORIOA. L.ESS THAT PART OF L.OTS 2 AJIlD 17 L. YING NORTH OF " L.INE. W!1CH SAID L.INE IS L.OCATED ~ DESCRIBED AS FOLL.OwS' BEGIN AT THE NORTHWEST CORNER OF L.OT 11. BLOCK '5. FISHER'S FIRST SU8DIvtSlON OF AL TON BEACH THENCE RUN SOUTHWESTER&. Y ALONG nc WESTER&. Y L.INE OF SAID L.OTS 11 NfO 17 F'OR A DlST ANtE OF 72 rEET TO A POINT, SAID PQIlfT BEN: THE POINT OF BECHtNG OF THE L.INE BEING DESCRIBED; THENCE EASTER&. Y PARALL.EL TO THE NORTHER&. Y L.INE OF' L.OT 1& ANO L.OT 3, BLOCK '5 OF F'ISHER'S FIRST SU8DlVISlON OF Ai. TON BEACH FOR A DIST ANtE OF 400 rEET TO A POINT .. THE EASTEAL Y I.lNE OF L.OT 2, or SAID BL.OCK '5. FISHER'S rlRST SUBDIVISION OF' ALTON SEACH. AS TO L.OTS 2 AND 17, SAID PROPERTY WAY ALSO BE DESCRIIED AS LOTS 2 AND 17, L.ESS THE NORTH 21.3 rEET THEREOF'," BLOCK SS. ALTON BEACH rISHER'S FIRST SUBOIVISlON, ACCORDING TO THE PLAT THEREOF, RECORDED IN PL.AT BOOK 2. AT PAGE 77, OF' THE PUBLIC RECORDS OF D~ COUNTY, F'L.ORtOA. IitARCEL. II: PARCEL OF L.ANO L. YING BETWEEN BLOCK 55. OF FISHER'S FIRST SUlDIVISION OF' . AL TON BtACH, ACCORDING TO PL.AT THEREOF, RECORDED IN PLAT BOOI< 2. AT PAGE 17. or THE PUBLIC RECOReS OF' DADE COUNTY, F'LORI)A. AND THE HIGH WATER MARK OF' THE ATL.ANTIC OCEAN, WHCH SAID PARCEL OF' L.AND IS . P ARTICUl. AAt.. y DESCRI8ED AS rOLLOWS' BEGIIlf AT THE SOUTHEAST CORNER OF SAID LOT I, BLOCK 55. FISHER'S F'IRST SUBDIVISION or ALTON BEACH. THENCE RUN NORTHERl. Y ALONG THE EASTERL. Y L.INE OF' L.OT 1 N40 L.OT 2 OF SAID BLOCK 55 F'ISI€R'S F'IRST SUBDIVISION OF AL TON BEACH A OI5T ANa OF 102.2 rEEl WORE OR LESS TO A POINT IN THE EASTER&. Y LINE OF' SAID L.OT 2, WHICH SAID POINT IS 72 FEET SOUTH OF THE NORTHEAST CORNER OF' L.OT 3 OF' SAID BLOCI< '5 OF FISHER'S FIRST SUBDIVISION OF' ALTON Bt:ACH; THENCE RUN IN All EASTERLY DlRrCTtON ALO"''' " LINE PARALL.EL TO THE EASTERLY EXTENSION OF' THE NORTH LIN[ OF SAID LOT 3. TO TM[ HCH WATER "'ARK OF' THE 'TLANTIC OCEAN: THENCE RUN IN A SOUTHERLY DIRECTION ALONG THE HIGH WATER "'ARK OF THE ATL.AIlTIC OCE All A OIS T AIlCE OF' 102.2 rEET WORE OR L.ESS TO A ~T ON SAID HIGH WA TER MARl( or THE ATL.ANTIC OCEAIl WHICH IS THE INTERSECTION WITH THE E AS1'ERL Y EXTENSION OF THE SOUTHERLY L.INE OF' SAID LOT 1: THENCE IN A WESTERL. Y DIRECTION ALONG THE EASTER&. Y EXTENSION OF' SAID SOUTH L.INE or LOT , TO THE 1it00NT OF BEGINNING. 1 of ~ '3 HotEL LE~ DESCRIPTIO. ~f~: I 7362no 117 ~ PARCEL II' LOTS 3 NIJ 16 AND THE NORTH 21.3 F'EET (AS MEASURED At.ONG LOT LINESl OF LOTS 2 NIJ 17. BLOCK 5!. F'ISHER'S FIRST SUBDIVISION OF' At. TON BEACH, ACCORD~ TO THE PLAT THEREOF' AS FILED F'OR RECORD IN PLAT BOOK 2, PAGE 77. OF' THE PuBLIC RECORDS OF' OADE COUNTV, F'LORIOAl TOGETHER WITH: THAT CERTAIN PARCEL OF' LNIJ L VING EAST OF' AHO ADJACENT TO TIo4E LNlO DESCRIBED ~OVE; SAID LNIJ BOUNDED ON THE SOUTH BV THE SOUT... LINE OF' THE ABOVE DESCRIBED PARCEL EXTENDED EASTER\. V BOUNDED ON THE NORTH BV THE NORTH LINE OF' THE ~OVE OESCRIBED PARCEL EXTENDED EASTER\. V BOUNDED ON THE EAST BV THE MENol Io4IGH WATER LINE OF TIo4E ATLNolTIC OCENol NIJ BOUNDED ON THE WEST BV THE EAST LINE OF SAIC LOTS 2 AND 3 ~OREMENTIONED. PARCEL IV: LOTS g. la, 11, 12 NIJ NORTH Va OF' LOT a NIJ THE NORTH Va OF' LOT 13, BLOCK 56 OF' F'ISHER'S FIRST SUBDIVISION OF At. TON BEACH FLORIOA. A SUBDIVISION IN F'RACTIONIiL SECTION 34, TOWNSHIP 53 SOUTH. lUNGE 42 EAST, ACCORDING TO THE P\.AT THEREOF, RECORDED IN PLAT BOOK 2. AT PAGE 77, OF' THE PUBLIC RECORDS OF DADE COUNT V , F'LORIO"- PARCEL V: BEGINNfIlG AT THE NORTHEAST CORNER OF LOT..!& IN BLOCK 56 OF FISHER'S F'IRST SUBOlVISION OF' At. TON BEACH. AS THE S_ IS SHOWN MARKED AND OESIGNATED ON A PLAT OF' SAID SUBDIVISION, RECORDED IN PLAT BOOK 2. AT PAGE 77, IN THE OFF'ICE Of' THE CLERK OF' THE CIRCUIT COURT IN .,.,0 FOR DACE COUNTY. F'LORID'" THENCE RUN IN AN EASTER\. V DIRECTION ALONG THE NORTH L.INE OF LOT g OF' BLOCK 56. PROOUCED TO THE HIGH WATER LINE OF' THE ATLNolTIC OCENol: THENCE RUN IN A SOUTHER\. Y DIRECTION MENIOERING S.-,D HIGH WATER LINE A DISTANCE OF' 76.0! F'EET P\.us OR MINUS TO A POINT, SAID POINT BEING AT THE INTERSECTION OF THE LAST lIENTIONED COURSE WITH THE CENTER LINE OF LOT a OF BLOCK 56 PRODUCED TO THE HIGH WATER LINE OF THE ATLNolTlC OCENla THENCE RUN IN A WESTERL V DIRECTION ALONG SAID CENTER LINE OF' LOT a, BLOCK 56 PRODUCED TO THE HIGH WATER LINE OF THE ATLNolTIC OCENolI THENCE RUN IN A WESTERL V DIRECTION ALONG SAID CENTER LINE OF' LOT a. BLOCK !I PRODUCED TO THE EAST LINE OF' BLOCK 58, AT ITS INTERSECTION WITH THE CENTER LINE OF LOT a, IN BLOCK 56; THENCE RUN IN A NORTHERLY DIRECTION ALONG SAIC EAST LINE OF' BLOCK 51. A DISTANCE OF' 76.05 FEET PLUS OR MHJS TO A POINT OF" BE,GINNG. 2 of 1 '3 4V~~ -,~~ w'~~~~r..~~ , PARCE~ JI ~~: I 7362rfO 118 BECiINNlNG AT THE SOUTHEAST CO~NER OF' LOT 10. IN BLOCK 56 .5 Sl"10WN 3v THE PLAT ENTITLED "FISME~'S FIRST SUBDIVISION or ALTON BEACH". S....o P~.T BEING ~ECORDED IN PLAT BOOK 2, AT PAGE 77. OF THE PUBLIC ~ECORDS OF' OADE COUNTY. F'1.0RIOA. RUN IN . NORTHERI. Y DIRECTION AlONG THE (..sf LINE or S....O LOT '0, A DISTANCE OF' 50.7 rEET TO THE NORTHEAST CORNER O. 'OT '0; THENCE RUN IN AI'4 E4STERL Y DIRECTION AlONG THE NORTH 1.1,.e; OF' 5....0 1.0T 10, PRODUCED E4STERI. Y TO THE HIGH WATER LINE or THE .TI.AI'471: OCEAN. THENCE RUN ~ A SOUTHfRl. Y DIRECTION, MEANDERING S.4IO HIGH WATER LINE A DISTANCE OF '~O.7 FEET. PLUS OR WlUS. TO A POINT; THENCE RUN IN A WESTERl. Y DIRECTION ALONG THE SOUTM LINE OF 1.0T 10. IN BLOCK 56, PRODUCED EASTERl. Y. TO THE POINT or BEGlNNNG. PARCEL VI: THE SOUTH III or LOTS 8 AND '3 AND ....L OF LOTS 7 AND '4, LESS THE SOUTH 12.6!1 FEET Of' S.4IO LOTS 7 ANO '4. TOGETHER WITH THAT PIECE or PARCEl. OF' LAND LyING BETWEEN THE NORTH AND SOUTH BOUNDARIES OF SAID PROPERTY EXTENOlNC EASTWARD TO THE ATLANTIC OCEAN.....L LYING Al'40 BE~G IN BLOCK !Ie, OF FISHER'S FIRST SUBDIVISION OF ALTON BEACH, -'CCORDING TO THE PLAT THE~Eor, AS RECORDED IN PLAT BOOl< 2. AT PAGE n. or THE PUBLIC RECORDS OF DADE COUNTY. FLORIOA. PARCEL VI" THAT PORTION OF AVENUE C (AlK/A 18TH STREETI AS SHOWN IN riSHER'S rlRST SUBDIVISION or ALTON BEACH, RECORDED AT Pl.AT BOOIC 2. AT PACE 77, OF TM[ PUBLIC ~ECORDS OF DADE COUNTY, FLORIDA. AND ITS EASTERLY EXTENSION BOUNDED ON THE WEST BY THE EASTERl. Y RlGH:T-OF-WAY LINE or COLl.INS AVENUE AND BOUNDED ON THE EAST BY THE EROSION CONTROL LINE. ALL OF' WHICH IS MORE PARTICULML Y DESCRIBED AS FOI.LOWS: COMMENCE. AT THE NORTHWEST CORNER or LOT 11, BLOCK 56. FlSHE~'S FI~ST SUBDIVISION 0' ALTON BEACH, Pl.AT BOOK 2, AT PAGE 77, OF THE DUBLIC RECORDS OF DADE COUNTY, FLORIOA, SAID POINT BEING THE POINT OF BEGINNING. THENCE NORTH a8 DEG~EES 00 MINUTES 4g SECONDS EAST ALONG THE NORTH LINE OF SNO BLOCK ~I Al'4D ITS EASTERLY EXTENSION rOR ,. DIST ANCE OF 571.20 FEET TO THE POINT OF INTERSECTION WITH THE E~OSION CONTROL LINE OF THE ATLANTIC OCEAN; THENCE NORTH 8 DEGREES 54 MINUTES 5.3 SECONDS EAST, ALONG THE EROSION CONTROl. LINE FOR A DIST ANCE OF 71.28 FEET TO THE POINT OF INTERSECTION WITH THE EASTERL Y EXTENSION 0' THE SOUTH LINE OF BLOCK 55 OF THE ABOVE MENTIONED FISHER'S FIRST SUBDIVISION OF ALTON BEACH. THENCE SOUTH sa DEG~EES 00 MINUTES 4g SECONDS WEST, ALONG THE SOUTH LINE or SAID BLOCK 55 Al'4D ITS EASTERL Y EXTENSION F'OR A OIST ANCE OF' 577 .a8 FEET TO THE POINT OF' INTERSECTION WITH THE EASTERl. Y RIGHT-or-WAY OF COLLINS AVENUE; THENCE SOUTH 07 DEGREES .35 MINUTES 04 SECONDS WEST. ....ONG THE EASTERl. Y RIGHT-OF-WAY LINE OF' COLLINS AVENUE FOR A DIS1 ANCE OF 70.98 F'EET TO THE PO..T OF BEGINNING. 3 of ~3 MllGe10.07111i17_ \ Bf~: I 7362r[) 119 Exhibit B "- legal DescriptIon and Sketch of Easement Area .-- cli ,-, -', --,-, _--"J::......~- =--,....,1": :':r"S",lt,r"'q ~ ....;rr"eers . 10570 N W 27 Sf MIAMI, rL 33172 =\ (- \. ;=~ :' (-:, :- ' J -..) II -4,-:.-, \ I,'~ '-", :,~rClClcnners ' ~::r"d S"r..'!y~rs SUITE :01 13051 599,3141 -SKETCH AND LEGAL DESCRIPTION- NOTE THIS IS NOT A SKETCH Of SURVEY, SUT ONLY A CR~H1C DESCRIPTION SHOWN .:- . ~ iI II ~ 1I11 ~I ~- .lC -z_ 4-0 iiilll !-~ &0": . :...8 =., 'e. . ._0 '-0 4 4 ~ ~. " ~ ~. 2 ..:ll C.. . .. ~ ~ . 8 II _________ ..t tl - ;.....o~ ''''Wllo, ml!& "Q,c,.IlQtiI'f"c~ 1'0'_' JIlOIItf CII___ t . orUA ..... l:~= K_ _ _ ON ... ASSUllED OATUW or M GJ' 35'04" E '01 TIC COttIRL" '" COlLINS A-.oo.c SEE ATTACICD '011 LECotl. lllESCAPl'IOH "TO TM[ lEST Of.... ~'ln"~'-M[,,"' CeOTFY TIC SlC(TCH _ ON loUTS ,.. -.eo TECHNIC.. 5TNIl_ ,000lNll 'TIC AS WlC)AT[1) IY 'I,.OM)A STATUf[S QWtTtll 472." jo\ERE0N '...'a.M.... ...,IOtl,~~J -- r4r, , I/~J /to. r r..... I ' .-., I; " ~ i :;'ll 2; ls" ! ~ ~ P 1I . .... :: ~ "It I I I III L- uuao I :~..::: ~o. Q~ -.. OL ., .. ~ (! : : ~\I~l"" DArE 110. 4~ H uPOAr[S/Rl~ DATE I' CIl'O I<<]T( TfIe ~''''"".... COtdlA.,tltM t~C:lIMItC...c _"... '."..Mllol...... . ,.,.",", .. '0 1"- c........tNt. 01 Illf ""1"~loOlt .,I\ltCt..".,~ ~l..... to ....".....". ,,,,,I.al',,,, ,,"DOCII ...... ..'...01.... .."",,'11, (II 01"- moll.... 0' 'ee.... rNt ......'lI"Nnt ., "'If"". 10 1.ltecl(ll ..110l'1"~ ,1'10,..,.,..,,,.....'" ,"- ,.......t.. 000.. C~. recto! tNCICEIfIC. NC. eN nel ,....,.. ,,.. ~ '.to,a, 'l)l''''OII.., oU.""", 'llflOnltt tIWI_ ...0'( r,.,. .....1'............' t"'e "''''''101 CON$CA..'(C'" (~~(.lNC ,Nt 0Nl ,"OIIlOI D. '.....0."(1. " ___~ " ,..1 ""1lOu1 ...n... 0"''''''.''011 o' COHSu. - TeCH (~tHC. N: JOD ,.. 950..0: -[",-e,. J.A OlfCIlH e,: S.S. 1'.1. >C. I Sc"" NT$ .. ~ - ~ - ~...; *- m: I 736Zfro \2\ INGRESS-EGRESS-ACCESS EASEMENT LEGAL DESCRIPIlON ." A poniOll ofLocs 7 and 14, Block 56 of"F1Sben Fust SubdivisiOll of Alton Belch" accordinl to the Plat thereof, as recorded ill plat book 2, page 77 of the Public Records of Dade County, Florida, together with a porUOIl of land bounded on the east by the Erosion Control Line (B1I1"~ad Line) and on the west by the easterly line of said Lot 7, more particularly described as follows: Com.......ce at the Southwest comer of Lot 14, Block 56 of Slid "FIShers Fust Subdivision of A110n Beach Plat; THENCE North m" 35'04- East alon. the Easterly richt-of-way line of ColliDs Avenue, a distaDce of 12.83 feet to a poillt of illtenectiOll with I line 12.65 teet North of and parallel with the south !iDe of Slid Locs 7 and 14 and the POINT OF BEGINNING' THENCE North 88" 00'49" East, a1on. Slid parallel line a distance of 585.m feet to I poillt on the erosion conaolline (Bulkhead Line); THENCE North 03" 2T32" East alonl Slid erosion control line, a distance of ~.60 feet; THENCE South 88" 00'49" West I dislll1ce of 1.85 feet to I point OIl a nOll-lIIIgent curve concave to the North. havin. a radial bearin. of South 17" 06' 40"; East and a radius 228.50 feet; THENCE Westerly and to the richt through lcenlrllangle of~" 12' 01" and arc distance of 100,50 feet to a poillt of reverse curvature with a curve concave to the South havill. a radius of 290.32 feet and a central angle of 10" 04'08"; THENCE Westerly alonl the arc of Slid curve a distance of 51.02 feet to a point compound curv~ of a curve concave to the south. havin,1 radius of 48.00 feel and a central angle of 19" 17' 44"; THENCE Westerly alon. the arc ofsaid curve adisllllce of 16.17 feet to a poillt of reverse curvature with a curve concave to the north havinl a radius of 131.24 feet and a central angle of 40" ~'O1"; THENCE westerly alonl the arc of Slid curve a distance of 92.S8 feet 10 a poillt of non-tallpncy; THENCE South 88" 00'49" west, a disllllce of 124.09 feet; THENCE SouthOI" 59' 11" East adisllllce of9.3S feet; THENCE South 88" 00'49" West, a distance of 202.16 feet to a poillt on said easterly right-of-way line of Collins Avenue; THENCE South 07-35'04" west alon. said easterly right-of-way line a disllllce of 15.19 feet to the POINT OF BEGINNTNG SAID LANDS L YlNG AND BEING IN THE CITY OF MIAMI BEACH AND CONTAINING 11,297 Square Feet (0.~93 Acres) More or Less. C;\SUKvrtILIGALDII itt: I 7362flO 122 EXHI1lIT Me" -- DESCRIPTION or IMPROVEMENTS INCLUDING PLANS AND SPEcmCAnONS n....WlNI: AND Sp.rm~ATlnN. ( Prepued by BndIbaw Gillllld AAoeiata . t."A-"Pe Arcbitec1l ) 1. A.....,.~,. L4 Soutbwest Layout I Gradiq PIaD. daIed July 24, 1996 L5 Soutbeut Layout I Gradiq PIm daIed July 24, 1996 L8 Sou~ HaIdIcape Materia1s PIm deled July 24, 1996 L9 Sou~ HInIIcape Malaiala PIm daled July 24, t996 2. PI....... LP3 Soudlwest PImIiDa PIaD. deled Auaust', 1996 LP4 Soudleut PIaDtiq PIm deled AllIUIt', 1996 LP7 Gencra1 Specificatiou deled Auaust', 1996 3. ,............ 13 Soudlwest Inip_ PIm daled Auaust t6, 1996 14 Soudleut lzripliOll Plmdeled Auaust t6, 1996 16 IniI'liclIl PIm - NOleS, LqClld &: Coasuuc:liOll OcIails daIed Auaust t 6, 1996 nNlJlR ~bIJl...R l,lIuD Tumbled me1ric _ by P.ver Module E249 taD I oranae / browu C.M. W 8 1/2" wide qe of 2 3/4 x 8 1/2 .. tumbled plaza paver E249 C. M widl bidden conctele curb al edle ( are. where conaele curb is DOl shown ). 2. '..,ht FI~tarH 12 100 w.lt Metal Halide Pole MOIIIlled liahls ( Be8.116387 - wbite). Poles al12 fOOl heiahl. 3. DHenttva C.t. Decorative .1umiDum pin uuI DI&IOIIIY collllllll'. 4. Trash RH.,t.&!I.. 2 trash fCCeplICles / ssb __Dura Art Stone n.J mOWld casl stone 30: diameter lOp x 36" hI. With medium sandblast fiDisb 1ri1b S- \3 DOrdic: cream color with COmbiDaliOD trash lid I sancllray nallln1 finish, Model II S. TR- J-3 t3.MSB-Lid I ST-N.turaL 5.'.....tlall even. An au~ iIl-pouIId irriplioD system with spray heads, as per above d:awinll and specific.liOllS. 6. Pla.t M.uri.' ( See Attacbed - Exllibil "C-l" ) ~~: I 7362f[O 12J ' i:XHlRIT" C.t .. DESCRIPTION OF IMPROVEMENT (PLANT LIST - SECURITY AREA ) OUA.NTITY RnT"'~AI~ I rnMMnN NA.!\RS TR"'~S" PAI.M~ , CalophyUum bruiliease Brazi1iaD Beaulyleaf tS CocOlllllCifera " Green Malaym Coconut Palm 8 Livistona chiDetlia 5 Noronhia eDWJiData HEIGHT !\PUAn TRUNIC C,T. RJ:".&D:I{~ 14-16' 10-12' Full canopy 2@2; 4@4; 2@6 I@S;bardpeywood t4'c.l Matched 14-16' 10-12' Full canopy 319 ~HR1JB.4ll .IE GROtJ'NDCO"'R..lIl Chrysobalallus icaco Cocoplum 138 FiCIII benjamiDa "hedae" W eepiDs FiS 64 Ixon "Nora Grmt" Non Grant Ixon 242 Liriope m "EverpeeIl GiaDe' Giant LilytUrf 44 Pittosporum tobin" Variesata" V ariesaled Piaosporum 69 Uniola plUlicuJata SeaOaIl 22-24' 20-22" Full, 24" O.c. 22-24" full 10 base 24" o.c. 20-22" Full, 24" o.c. 10-12" Full clump 12" O.c. 20-22" Full, 24" o.c, 4" pOlS @ IS" O.c. M1SC~I.1 ...~Ous 1530 S.F.. Sod . All sod 10 be 51. AUllllStiDe "flora- ram" solid sod. 42 c.y. - Soil. 1/2 c.yl per tree ( all palmi 10 be planled in clean sand ): 4" depth for all plantinS beds and hedges, 17 c.y. . Shmlded Cypras Mulch. 2" depth for all planting beds and hedSes. UI812110.D71i117181 ~t: I 736Zff{) 124 Exhibit 0 Description of Secured Portion of Easement Are. ,,- m , ...... \, :::: __ -' 4___ ;,jns...,t,.~ ::~;""~~'i ~ '- _. : ~. -=' i. ~ .;1'"':: _...~..; I .:.' :: 10570 N'N 27 s: MIAMI, FL )J172 31.J1 ~E: -':':1 (05) S.g-)I., -SKETCH AND LEGAL DESCRIPTION- NOTE, THIS IS NOT A SKETCH OF' SURvE..., BUT ONLY A GRAPHIC DESCRIPTION SHOWN HEREON -~- l[~ND ~g~;~J'T , : fr"... . . T - . . ~ .... ~ ~ .... ~ lil ;' ~- .1: f)l, ...._ .., -"IO~ olIOIOIJ Sa::! hl R. . " r4r, , I 's-.". ,... r.~ . , ... <I <I r-, . I i:; .;0: . ~ :;ll !!a IS- ! ~ ::: - ill, .~ iO" .. ... ~ ~!i:: ~...-. ~ t 1_.IO.~O.. .. . " e..o "r.~O t -14.~11O' - -- -rF GIl .Ill ASSl.ICII DATl.II r# H 07' "". l 'C11 TIC CIIlTOUC r# Cou.HS A' sa: An_ 'C11 \.tGoIL _TlGIl "TO TIC lIST r# ..., ~-- ltCllU' C[RW, TIC SIClTCIl _ GIl lGTS 1'Hi -... Tlo.c... srNC_ 'C11 LNC .. _TEll I' n._ STATUTES ~TDl 47:1.' _ATESllll_ . I . . _ No. _.0: ~. NOT ....0 WITHOuT TIC _TIllE AlII TIC 0fIIGlN.0l. ._0 SE... r# A n.llI1iDA LIClNSlll Sl.AtV(yo-. OATE I' Ql'O NOTl '''e ............... COtdlA..TIOt tfilClClMC.1C ".. .... fll"IIMftI.t--. ... ..-'I'" .. I. 1M '....,...... .' UNI ~l"'_l_ ,,'I.cte. "-'teA ,.,1..... I. ........... '........... ..,.... W'l1, r."'''III.eM. 09'........ ., ....... ".,... .f rlC." '.... '""........ '1 4\''''''' I' r.',"'''' ,,, I.,,,, ...., ,-.. ....... ...._ oft 1M 1..erIflU. .... CQNSlA. TICH tNGICtlllC. JC .. MI '....CA I'" ..... "~:JI.a. 101 IfIOU.. ollec."'t 1M __ ...... NOtE r"" ",,'r\ollfteftt It 1_ "_" .1 CClNSl.I.. TCCH ENCIC[RINC ..c: CIfWI ........1.. ,."...... " .... " ,.. ..,,..,. _In..- ......,'*' 01 COffSl4 rEe" E......lJIIC. fiIC Ilr_Ir' J." k_1 N '.$. Ol'Ck" 8,: $. S. ~ - g ~ ~ r- - ~cJ \!sli ~t: I 7362ffO 126 , , INGRESS-EGRESS.ACCESS EASEMENT LEGAL DESCRIPTION . A portion of LDCS 7 IIId 14, Bloc:k 56 of "FIShers Fust Subdivision of Alton Becb" lIiCcordin, to the Plat thereof, IS recorded in plat boot 2, page 77 of the Public Records of Dade County, Florida. toptber wilb a portion of laIId bounded on the east by the Erosion Conuol Une (Bnl"....td Line) and on me west by the easterly line of said Lot 7, more particularly described IS follows: eo...- at the SooIthwest comer of Lot 14, Bloc:k 56 of said "FlSbers Fust Subdivision of Alton Bucb P1at; THENCE Nonh 07- 35'04" East alon, the Easterly riabt-of-way liDe of Collins Avenue, a dist1or- of 12.83 feet to a point of inwsection wilb a liDe 12.65 feet Nonb of and panllel wilb the soutb line of said Lacs 7 IIId 14; THENCE North 88- 00'49" East. along said panl1eJ liDe a disWlCe of 204.69 feet to the POINT OF BEGINNING; THENCE continue Nonh 88- 00' 49" East alon, said panllelliDe a distance of 380.38 feet to a point on lbe Erosion Conuol Line (B1I1"....1I1 Line). THENCE Nonb 03 - 27'32" East alon, said erosion conuolline. a distance of 25.60 feet; . THENCE Soulb 88- 00'49" West a distance of 1.85 feet to a point on a non-W1p11t curve concave to the North, havin, a radial bearin, of Soulb 17- 06' 8S"; East and a radius 22S.50 feet; THENCE Westerly IIId to me riabt tbrougb a central angle of 25- 12' 01" and Ill: distance of 100.50 feet to a point of reverse curvatUJe wilb a curve concave to me South having a radius of 290.32 feet and a central angle of 10- 04'08"; THENCE Westerly alon, the Ill: of said curve a disWlce of 51.02 feet to a point colllpOlllld curvatUre of a curve concave to the south, havin, a radius of 48.00 feet and a central angle of 19- IT 44"; THENCE Westerly alon, the Ill: of said curve adisWlce of 16.17 feet to a point of reverse curvatlIJe with a curve concave to me nonb havin, a radius of 131.24 feet and a central angle of 40- 25'01"; THENCE westerly along the Ill: of said curve adisWlce of 92.5S feet to a point of non-W1p11CY; THENCE South 8S- 00' 49" west, a disWlce of 124.09 feet; THENCE South 01- 59' II" East. a disWlce of 24.33 feet; to the POINT OF BEGINNING. SAID LANDS L YlNG AND BEING IN THE CITY OF MIAMI BEACH AND CONT AINlNG 8,250 SqUate Feet (0.1894 Aces) More or Less. : ...--- ~-_....- ~N CUIIlC CIIfQIf' I;OlMr C:\SUlvnIUGALIlIS Exhibit B Plans and Specifications for Easement Area Improvements Ml982230.053 EXHIBI'l' B "- ~: 17362nO IZZ 1'1l_____1I#"W ~II"'~ otDlnOVllllN'll INCI.lIIDG PLAN AND 1fICIPlCA11C)Ig ......WIW!l.A....~ ._.r.......... (1'1. J"'~.~-GII....IJ . ,-- . fIAr'''I~) \.- . r E.4 'I Il ..4 ~ 1 CIIIIIII .... d_U.., 34. I_ US ~ -~,~ ........,..,34.1_ U 'GlIl ...... . t"1 .............,.., 14. I_ Lt'l ~ .. J . r- . ...........,..,14.1_ 2.- . 1.P3 ., A__.............. A..- 5, I_ LI4. ~ ................~'.I_ ) Lna-llp .. Jd 1....."....5.1_ L N..... l-f>~ 3.1 - ~ 13. ._Al............... ~ I" I_ 1411 - Lr'~' ......."...1.. t_ (.) "In!' .... - ~ 14*. ~ DtIIIII..... ~ I" I_ 1J1>fN.t 5' m.__ _ __..lJI..a I.r- y...... -- - "'......... Dl. .,....,.... C.M. ... 1/2........ 012 314. . lil .. -*d plua..-!Z4f C. .. .. \dddIII, 1: I........ ( _ .... _ "II lie ....), 2.,0-&"-I'I"",J 12 100 _.... ~ hie "'-I , IisD ( .... 6317 . ...... ). ...... 121oa1...... , . 3.- - ' D J 1f1...-- .....at .J1ico" -.. 4.-- .~ 2... . . . 'l1li DIn Art SIlIIII 'mol __ _ _ JO:" . .. a U" IlL .......... .--.... ~ will 1013... _.... wiD f"'"'l\' . ... lid'''' 1lIY-'..... Modt1IJ $on. J-31J.MDoI.iII' sr-tr LJd. ',1' . . Aa .... t~! J ~wta..,.......,............... P '. J_ .. - .. ... ( .. ............ .!aIIIIil "Co1- ) -. . IG: 'l36Zr(O I ~ ' .".... .. r..1 .. oac.... hON Of IMnO\'IMIJfI (ft.ANT un .IICVIIII'Y ADA) "I.&.""'" .."p.a........&.L/~N.......... ........ _.Il'- , ".'I-lI~~' . - . '.1- - jW 11 c.......ar-t~. ). ('I NIl . , ~.... !f4.. .' , -.. - __...a". ._....ft ,..IfWlr ~..- ..u....v. t40I6' tel-IZ' 'lIII CUGp7 ~..* l~ .......,..... 14' c.L ~ 14016' 1el-1Z' FlIII cuapr .........& ~ftIIWI'ft~. ll' ~, l' ... ell". 131 .., . . ~ - - w...... '" '" l.- .".. ClnIt' N_ an. s.. 242 una,.. ...<<~!. CJlIII" GIIIll.a,.t " '11 11 ___.v...... V... 1 . If' 1- .. u... llil - _0.. 12-2'- zo.U" FlIIL ~" o.e. 12.24" 1IIIl. .... 14"0.a. 1OoU" FlIIL 14. o.c. lOol%" Filii.. 1%"0,.. ~ I'IIIl. 14" 0.., 4" poll @ 11"0... Y'- -._ t ........... "301.1.. SaIl . All....... ~J_ L...... _"solid_ 421.,. . Sail. 112 c.~,." hD..... . ~ ill ~ ...): .. ",-1lIr 111 1" " ~ ....... 17 c.)'. . R::. "r. q,n........ %"....1lIr 111.... WI 1M..... '. '.~ , Exhibit C Certificates of Insurance ~ M1982230.053 ,~4/1'3/2e~a '~G..cG 31!15G~482Gb L>Li;"LHOi:::. DEVELCP"'1Ei'H , Pt;se: "2 BXBIBI'l C Certificate of Insurance IIN. date: 4/18/00 CorI\l!cllO No.: OOO01374.doc Prodllcar BedIer + Carbon IDs. SRYices, Inc. 2300 Windy Ridp Plrllway, #1130 ...tIantI, OA 30339 '/'hI, c.,tl/lc'-' /, illwd <II a ",at,." of 1I1frmna1'Q~ orrIy anti corr/rtr, ~o rlr/ll< """" 1M cI1'tlflcate ho/lhr, Thll..rojlcQ/f< dtJu 1fOt 12n1RQ, c""'" 01" alt. tlol .-eo afford.d by the po/le.&< bfllow, 11l..nd Bass 8otlOIII: Resortll.... Thre. Ravioil Drivo Suile 2900 AtllIIla, GA 30346 CCIYO.... Th.ia ia tv certify that 1110 po!;ei.. of iII....._. 1l0re4 bolow have beon iulJeC1to lb. lnsIIRd 1\811\ed beroln for tho polley periocllndicatlld, nOlWilhltandillllllY re<juiremenl. term Of canclition of ."y ooo....ct at other cloournel1t ",Ilh respect to whlc.b this certitl.. may b. ios1IocI or mlY portIin, tha jlllunnco affardod by the polioi.. dascribod herein is IUbj<a tv oU lb. _I, _luUoDs IUd condltiOlll of INch policies. Limits shown m.y have botol ndllCOd by paid c1aiml, Elf ltap Typa of bll C.rrIoor Policy Nuaber JIate 0.. LiIIIItI Gaenl L\allIUty C~ Cioa ,..1/1. ......,...IIu, 0CJ1,019192U4 llf.lOlll9 '130100 'HIA 0.....1 .......... Ualllll\J ~ 541000,000 -...,.0,....... ~''''''' 54.0081000 ~ ,....Iojuy Uquo, IJIbUIl:y 54,000,000 1l....00_ 54,000,000 .tro DIa&{Aaf_IlIe) $2,500 ModIlx,<Att1 1_) AUto L1a1l1l1ty .MyAuta ,_ Emplo_ ",", Co. CALH016SI04S Ilf.lOlll9 !l/30100 14,000,000 c:-.a~1aod S.... Limll Work.... C_,....uon W_'a c:o.......-.. " S_UmlIS 0lIII _.ElIIpI_IIuI.Co. WLIlC &U41.!2' 1I1.llW9 913ll/llO 14.0(10,000 _4<.._ 1!mt>k>J.... lJob.,. 14,000,000 1llooWIl'" Employ.. 54.000,000 DbooIPallcy Lilli\! 0tIJ.,: CroYmo Plaza MimIl.....,. I$<lS Call1Bl Avenue MIami Boacb FL Loew. RIals, Ine, llIId MB Redevelopmct, Inc, IIId ""'iT PlnDI, Sub.k1I.-i... at AtJiIWoo In Addlti.....lln.ured, 1lE: L....... Acceaaway A.-.m Caneollalloll Should llIl)' of the above described pollcioo be ClIIcoUocI before lb. eocpiratlon data ...""",r, tho issuiDa; llOIlIp8tly ..;11......._ to mail 30 day. writllul notice to tho cortIflcato boldor. llullililuro to rnailsuch notice &hllil impo.. tlo obllplillll or liability of any Idnd "POll the company, IIIIpIIto or rcprcaonlllti\'U. C.rdfIcate Holdai' LO"'I Hamil, I"" 667 MadIson Avo Now York, NY 10021 CI*'-"~ <f~W AUllIorizBd Il.opraoDllItI... v/Z 'd 8666 'ON IIdOZE 0002 '81m 04/19/00 WED 08:48 [TX/RX NO 7072] 1ai002 . 64/~9/2668 '08:48 3656648266 ,-.. '....a..r _ Beeber + CUI_IDs. Se\'Otialo, Ine, 2300 W'\ady Ride- ParkwaY, '"150 AdMta, OA 30339 luur_ T 0\1011 Park HOIeI CorponIion Holiday HOIJlilaljty Corpor.elOll Boa HoMo .. I\osotts, IDs. Threo Raw.ia Drive, SIll.. 2900 AI\an... OA 3034&-2149 DONOHOE DEVELOPMENT , , F.J:GE ~~4 I_e d..: 11/23/99 Cm;llcafeNo.: 00001030",,00 Certiftcate of I.surance nw ......fff.... IJ wwd rl$" ""'rim' ofirr/t>-tl/Imt ."",. tI1Iti ~.. "" ,1,,,,, uptJII rJw ....../fiCQr. IIDlde. 71ru <D1ijic"'. d_ "ot ....w. _.l1li Dr "I,., IIw 0_"" QjJ'orJ.d by rlltl f'OIloitt. bel_. CllVen..... Thi. i. to certl~ !bat tho polic_ of inI_"" ...d bel_ haYe linn iuued 1D the l:n1llRd _ocI ....in for rhe policy porIo4 Indicolocl, 1l-nll....cW>1! lilY ..qJlirqJcm, '- ... CQlldlrion of lilY _ or oIhor dm:lIllIomlJlitb Nspecl'" "'bloh this cenlfI~ may be IIlu.d or moy ~n, the iIlsurmoc ~ lIy Ibe pol;";.. cIOIcrib.d hereiD is i1Ubjeet 10 all the _', elI:oJusiQII' bld c.anditiolll of such pollcln. LiIIlils sbo_ moy he". ...... reclucoc\ by poid claim.. En ..., TrPe or Iu Carrier PolIcY lIf...... 0.. ... L1aitl GeHnI LiIIbUIty Cw.__~ Gal PodlIt ...."-1... Co, COLCl19mJ" 111111199 913M1O n.oao,ooo ~.... "'l.aCUldn UoNIII:J ",000,000 ~,OpIAU. OC{ ......'ana I.,oao.ooo ___.1l\llI/lI LJ.-LlIIoIliIJ "_.GOO ---~...~" 14.000.000 FIN DonI (My... ro..) a,HO _1!lIp(^", 1_) E__ J.J.lII1lty VmbnIIl F.... ZuriaIo CAO 14771'1.01 IIt.lG/llll 9/l(wo M,OOO,OOO ..... ,...... ..~ r'" OlIler: Crowne P1_ MIIIIII BeKb 1545 CollbIs A_lie M-.v BhI:h f1. City of Miomi BeICII Is n..,ee1 Ad4llIcmallulnd. RDP lloyll him HOIIII Limited ~ is AdcIiIional N_ed IDlUnocI. The flIllIl"'lIla ...tili.. ore ......ee1 . llIcIiIIoIIlllDlllndl . dlair i_ ....y.,.,.., MI...i B.eh Radevlopmenl Apncy; DOIIohoe De".loplllen. Com"",y; IIId UnIon Plenten Bmk offloridL ea....tIDII Should Illy oflbe above d-o.ocl policies ... Cllleelleel ..._ the expIntIOll dIIIIo lbeteo!, the iMuina cOftll*ly..,ill """"'or II> mail 30 ")'I wrm- 11_ 10 die certlt\CllItl holda', bur failure ltJ mell such notice Jhall impo... 110 oblljpdoo or liability of ally kin41l'JlO1l tile comptUly, itaaJIIIIll or .1,._tatiVeJ. " C Ie Holder City of Miami Buell City AlIDlIIey'. Oft\cc J 700 eoe"Cntian C_ Dri.... Mlomi BelICh, FL 3) \39 M 'd 9666 'ON Cf"~~ <! (( ..;1A.~. AUlhmIzecI bpme..-!ve IIdl n 0002'8 ldaV 04/19/00 WED 08:48 [TX/RX NO 70721 1i!I004 . B4/1'3/2Bil0 El8: ~8 3il5GB482GG DONOHOE DEVELOPMENT ";"~.~E 83 Los,," dato: 4/18/00 ~""No.: 00001315.doo Certificate of Insorance Prod1Iur Boob... + C8rIIon Till, Sorvi-. /Il<l. 2300 WiDely Rldal ~.Y, /ill 150 Atllll1la. GA 30339 TltI.J cerliJIctm is Inuod <IS Q ",... ofirifontrQlio" ~ tmd co'!JWr. 110 ~1otr upo" tit. ..../IbM hDllk,. TIt/S "",'IfIoOlO tiou ""' ""'~ ""'N or "II" IIN caw,.... crjfo,tiod by t/te pollcin below. bland Bu, Hows &; Resorts Inc. 1'brw kav;lIi. Ortve S1llI:02900 Allan.., QA 30:\.46 c_.. This ill to certify !bat the policies of iuUflllCe listed below have b_ i"uect II) lbe llllurecl named harem for the polic~ pariod iIldic:atIlcI, Dotwlthal&lldin&: lilY requiTonlent, 181m or condition of any caatrwlt or olber d__ ...lIb respect to wbidllbis catillcllc may be iAuecl or may pertain, 11M i_co affordod by die policios doacribed boreill is subjecl'" all the termJ, ,"".Iuallllla and oondili..... orsud1 polio;... ~imit> shown m.~ have boon ",&.eod by paid claims. la tit, Type of I.. Carrier Policy N...bar Data bn LiIIlill c..r.1 u..._ ~"Oo" holll. "'plo,...loo. Om.Gl!lf92384 Il/1ll19l1 9/l0Jll0 }l/A ~........... Uolrillly . Company 14,000.000 ProdllCll/C.... Ope AQ, OcounenDt Form S4.ooo,llOll h_,w-,lolUf)' l.1_l.lobll\l.y 14,000,000 -~.. ",000,000 Plaoo DIllS \AllY........) U,500 Mod ElqI (I\IIy 1 _0) A.SO LIability AaY A_ Padl1cS.,al')..lnI, Ca. CAl.IlO'I'II045 1113O/9P 9130/00 14,000,000 eo.lIlIlod S.... LIlllIt W..rklIn c.........tIoa W_'.C_...... x S-.y LilIIiII Md hoift.Iloapie,.. 1M. Co. WLIIC 43""'1' 11130199 !lIJCIIOCl 14,000.000 BIoh Aocidtln. EnIp(ayen' Llobllll)l 14.000,000 D_Emplo,... 14,000.000 D_1oy J.,i",;t Oth.r: Crown. P.... MIami BeKb 1545 C..ums AV_ Miami &.dI FL B........ Truot \a _cd Addilicmol INlIIWd, Ca.lOOl"_ Should my offbe above dOKribed polk:lol be ..collecl beforo the oxplrllllon ....1bacof. the 1uuiD& c_...." will ClIldaavor to mall 30 day. wrilu:n. notice to the oonificato holder, bot t\ilul'e to lIl&il sach notice shall impose DO ob1i;atjOll or liability of lilY kind upon the comp..y, I1a .._ lR'reptYematlvDS. Cdftcatllllol4.r Blbkerl Trust AlI:I1: Jeff Bulllky 280 Pak AVODUC Ne",York,NY 10011 ~~Q.~fJ'~ Autborir.ed R........laIIV. VIE 'd 8666 'ON Nd1 n OOOZ '81m 04/19/00 WED 08:48 (TX/RX NO 1012] 1a]003