2002-24991 Reso
RESOLUTION NO. 2002-24991
A RESOLUTION OF THE MAYOR AND MEMBERS OF THE CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA,
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A
SECOND SUPPLEMENTAL AGREEMENT AMONG MURANO TWO,
LTD., A FLORIDA LIMITED PARTNERSHIP, MURANO THREE,
LTD., A FLORIDA LIMITED PARTNERSHIP, THE CITY OF MIAMI
BEACH, FLORIDA, THE MIAMI BEACH REDEVELOPMENT
AGENCY, AND MIAMI BEACH MARINA ASSOCIATES, LTD., A
FLORIDA LIMITED PARTNERSHIP, THAT SETS FORTH THE
CONSTRUCTION SEQUENCING IN CONNECTION WITH THE
REMAINING INFRASTRUCTURE IMPROVEMENTS TO BE
PERFORMED ON SSDI - NORTH.
WHEREAS, in November 1995, the City of Miami Beach, the Miami Beach
Redevelopment Agency and the Portofino Group entered into a Development Agreement
which was terminated in June 1997; and
WHEREAS, in October 1998, the parties entered into a Settlement Agreement that
transferred the deed to SSDI-North (which was held in escrow) to West Side Partners,
Limited and set forth the obligations of the parties with respect to the Development of
SSDI-North and SSDI-South parcels; and
WHEREAS, as part of the Settlement Agreement between the City of Miami Beach,
the Miami Beach Redevelopment Agency and West Side Partners Limited, it was
contemplated that West Side Partners would develop the SSDI-North parcel in two stages;
and
WHEREAS, the Developer, The Related Companies (TRG), which purchased the
property from West Side Partners, provided notice to develop SSDI-North parcel and
commenced construction in 2001; and
WHEREAS, construction on SSDI-North will consist of two high rise towers and
related amenities as approved and reflected in the concept plan, modified by Resolution
No. 2001-24349 adopted by the City Commission on April 18, 2001; and
WHEREAS, on June 27, 2001 and July 18, 2001, the RDA approved and
appropriated $3.2 million and $2.5 million respectively, for several pre-construction
activities that are the City/RDA's obligation and responsibility, pursuant to the Settlement
Agreement and to surviving provisions of the Development Agreement and these activities
included construction staging costs, curb cut costs, electrical utility relocation costs, seawall
rehabilitation and construction along SSDI-South, environmental remediation costs and
replacement parking costs; and
WHEREAS, on January 10, 2002 and June 17, 2002 additional funding was
provided for utility relocation costs and parking replacement costs; and
WHEREAS, together with the appropriation on July 18, 2001 the Mayor and City
Clerk were authorized to execute a Supplemental Agreement, the Revocable Parking
License and the Amended and Restated Parking Sublicense Agreement that memorialized
each party's respective obligations, use requirements and restrictions and corresponding
indemnities, as it relates to the ongoing construction, staging and parking obligations; and
WHEREAS, the attached Second Supplemental Agreement sets forth the
understanding amongst the parties as to construction sequencing in connection with the
remaining seawall reconstruction and baywalk improvements to be performed upon SSDI-
North; and
WHEREAS, as part of this Agreement, the Murano Entities are posting a cash bond
in the amount of $242,000 to assure completion of the estimated costs to complete the
baywalk improvements; and
WHEREAS, the remaining City obligations as contemplated in this Agreement
include funding the cost of the seawall repairs/restoration and these improvements
together with the remaining un-appropriated utility relocation costs are projected at
approximately $1.3 million exclusive of parking license and valet service cost; and
WHEREAS, significant to the City/RDA in the Second Supplemental Agreement is
the parties' acknowledgement that the Marina lessee waives any past, present and/or
future claims against the City/RDA for delay damages and other indirect cost claims with
respect to the interference and/or disruption of the Marina operations, and/or loss of
available boat slips resulting from the proposed construction and completion ofthe seawall
and baywalk improvements; and
WHEREAS, similarly, the Murano Entities waive any past, present and future claims
against the City/RDA for any delay, acceleration, loss of productivity and/or indirect cost
claims, resulting from the proposed construction and completion of the seawall and
baywalk improvements; and
WHEREAS, an anticipated construction schedule contemplates ongoing
seawall/baywalk improvements during the summer months of 2002, 2003 and 2004,
thereby minimizing the impact on the Marina operations and optimally effectuating the
improvements concurrent and prior to the completion of the two Murano towers,
respectively, on SSDI-North; and
WHEREAS, Murano Grande anticipates obtaining a Temporary Certificate of
Occupancy (TCO) of the first tower in March 2003 and the completion of the adjacent
seawall improvements will be completed by October 2003; Murano ICON anticipates
construction commencement of the second tower in March 2003 and TCO in December
2004; and the adjacent seawall and permanent baywalk must be completed in the summer
of 2004 prior to completion of Murano ICON; and
WHEREAS, at all times, a temporary baywalk will be accessible for public
pedestrian use.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND MEMBERS
OF CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, hereby authorize
the Mayor and City Clerk to execute a Second Supplemental Agreement among Murano
Two, Ltd., A Florida Limited Partnership, Murano Three, Ltd., A Florida Limited Partnership,
The City Of Miami Beach, Florida, The Miami Beach Redevelopment Agency, And Miami
Beach Marina Associates, Ltd., A Florida Limited Partnership, that sets forth the
construction sequencing in connection with the remaining infrastructure improvements to
be performed on SSDI-North.
PASSED AND ADOPTED this 25th day of
02.
Mayor
ATTEST:
~~ f fMJk
C:i,iymlerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
("
q- ),0.. oJ--
Date
JMG/CMC/rar
T:\AGENDA\2002\SEP2502\RDAIMURANO.RES.doc
CITY OF MIAMI BEACH
COMMISSION ITEM SUMMARY
lQ
-:::;;;;;;F"
Condensed Title:
A resolution authorizing the Mayor and City Clerk to execute a Second Supplemental Agreement among
Murano Two, Ltd., a Florida Limited Partnership, Murano Three, Ltd., a Florida Limited Partnership, the City
of Miami Beach, Florida, the Miami Beach Redevelopment Agency, and Miami Beach Marina Associates,
Ltd., a Florida Limited Partnership that sets forth the construction sequencing in connection with the
remainina infrastructure improvements to be performed on SSDI-North.
Issue:
Shall the Mayor and City Clerk execute a Second Supplemental Agreement which sets forth the obligations
of the parties with respect to the construction sequencing during the Development of SSDI-North parcel?
Item Summa IRecommendation:
The Second Supplemental Agreement sets forth the understanding amongst the parties as to construction
sequencing in connection with the remaining seawall reconstruction and baywalk improvements to be
performed upon SSDI-North. Furthermore the Murano entities and the Marina lessee waive any past,
present and future claims against the City/RDA in connection with the construction and completion of the
Baywalk/Seawalllmprovements. Additionally, the Murano entities are posting a cash bond with City in the
amount of $242,000 to assure completion of baywalk improvements. It is recommended that the Mayor
and Ci Commission ado t the resolution.
Advisory Board Recommendation:
IN/A
Financial Information:
Finance Dept.
Source of
Funds:
D
Ci Clerk's Office Le islative Trackin
Christina M. Cuervo/Alexandra Rolandelli
T:\AGENDA\2002\SEP2502\REGULARIMURANO.SUM.doc
AGENDA ITEM
DATE
R7A
9-r1S-0 L
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
www.d.miami-beach.f1.us
To:
From:
Subject:
COMMISSION MEMORANDUM
Mayor David Dermer and
Members of the City Commission
Date: September 25, 2002
Jorge M. Gonzalez \ ~
City Manager () - U
A RESOLUTION OF THE MAYOR AND MEMBERS OF THE CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A SECOND
SUPPLEMENTAL AGREEMENT AMONG MURANO TWO, LTD., A
FLORIDA LIMITED PARTNERSHIP, MURANO THREE, LTD., A FLORIDA
LIMITED PARTNERSHIP, THE CITY OF MIAMI BEACH, FLORIDA, THE
MIAMI BEACH REDEVELOPMENT AGENCY, AND MIAMI BEACH
MARINA ASSOCIATES, LTD., A FLORIDA LIMITED PARTNERSHIP, THAT
SETS FORTH THE CONSTRUCTION SEQUENCING IN CONNECTION
WITH THE REMAINING INFRASTRUCTURE IMPROVEMENTS TO BE
PERFORMED ON SSDI - NORTH.
RECOMMENDATION:
Adopt the Resolution.
ANALYSIS:
In November 1995, the City of Miami Beach, the Miami Beach Redevelopment Agency and
the Portofino Group entered into a Development Agreement which was terminated in June
1997. I n October 1998, the parties entered into a Settlement Agreement that transferred
the deed to SSDI-North (which was held in escrow) to West Side Partners, Limited and
sets forth the obligations ofthe parties with respect to the Development of SSDI-North and
SSDI-South parcels.
As part of the Settlement Agreement between the City of Miami Beach, the Miami Beach
Redevelopment Agency and West Side Partners Limited, it was contemplated that West
Side Partners would develop the SSDI-North parcel in two stages. The Developer, The
Related Companies (TRG), which purchased the property from West Side Partners,
provided notice to develop SSDI-North parcel and commenced construction in 2001.
Construction on SSDI-North will consist of two high rise towers and related amenities as
approved and reflected in the concept plan, modified by Resolution No. 2001-24349
adopted by the City Commission on April 18, 2001. Construction sequence requirements
dictate that construction initiate along the southerly portion of SSDI-North which must be
completed before the northerly portion is developed. In connection with this construction
commencement, several pre-construction activities must occur on SSDI-North and
adjacent properties to support the proposed Murano Grande/Murano Icon construction
September 25, 2002
Commission Memorandum
Murano - Second Supplemental Agreement
Page 20'3
activities. The City/RDA has certain financial obligations pursuant to the Settlement
Agreement for the pre-construction activities.
On June 27, 2001 and July 18, 2001, the RDA approved and appropriated $3.2 million and
$2.5 million respectively, for several pre-construction activities that are the City/RDA's
obligation and responsibility, pursuant to the Settlement Agreement and to surviving
provisions of the Development Agreement. These activities included construction staging
costs, curb cut costs, electrical utility relocation costs, seawall rehabilitation and
construction along SSDI-South, environmental remediation costs and replacement parking
costs. On January 10, 2002 and June 17, 2002 additional funding was provided for utility
relocation costs and parking replacement costs.
Together with the appropriation on July 18, 2001 the RDA Chairman and Secretary were
authorized to execute a Supplemental Agreement and a Revocable License Agreement
among Murano Two, Ltd., a Florida Limited Partnership ("Murano Two"), Murano Three,
Ltd., a Florida Limited Partnership ("Murano Three"; and together with Murano Two, the
"Murano Entities"), Sun & Fun, Inc., a Florida Corporation ("S&F"), Beachwalk
Development Corporation, a Florida Corporation ("Beachwalk"), Azure Coast Development,
Ltd., a Florida Limited Partnership ("Azure"), East Coastline Development, Ltd., a Florida
Limited Partnership ("ECD"), and Sand point Financial, Ltd., a Florida Limited Partnership
("Sand point"; and together, S&F, Beachwalk, Azure, ECD and Sand point are hereinafter
referred to collectively as the "Portofino Entities"), the City of Miami Beach, Florida, a
Florida Municipal Corporation, (The "City"), the Miami Beach Redevelopment Agency, (the
"RDA"); and Miami Beach Marina Associates, Ltd., a Florida Limited Partnership (The
"Marina Lessee"). Additionally, an Amended and Restated Parking Sublicense Agreement
and Declaration of Restrictive Covenants in Lieu of Title were also approved by the City
Commission pursuant to a separate resolution.
The Supplemental Agreement, the Revocable Parking License and the Amended and
Restated Parking Sublicense Agreement memorialized each party's respective obligations,
use requirements and restrictions and corresponding indemnities, as it relates to the
ongoing construction, staging and parking obligations. While the Settlement Agreement
originally contemplated and provided for all the construction activities but did not provide
the legal document or agreement to implement the activities and the corresponding
obligations and responsibilities; thus these three (3) Agreements provide for such legal
documentation.
The Second Supplemental Agreement (the "Agreement") is among MURANO TWO, LTD.,
MURANO THREE, LTD., (the "Murano Entities"), the City of Miami Beach, the Miami
Beach Redevelopment Agency, and Miami Beach Marina Associates, Ltd.
The attached Second Supplemental Agreement sets forth the understanding amongst the
parties as to construction sequencing in connection with the remaining seawall
reconstruction and baywalk improvements to be performed upon SSDI - North. As part of
this Agreement, the Murano Entities are posting a cash bond in the amount of $242,000 to
assure completion of the estimated costs to complete the baywalk improvements. The
September 25, 2002
Commission Memorandum
Murano - Second Supplemental Agreement
Page 30(3
remaining City obligations as contemplated in this Agreement include funding the cost of
the seawall repairs/restoration. These improvements together with the remaining un-
appropriated utility relocation costs are projected at approximately $1.3 million (see Exhibit
A, column F (exclusive of parking license and valet service cost)).
Significant to the City/RDA in the Second Supplemental Agreement is the parties'
acknowledgement that the Marina lessee waives any past, present and/or future claims
against the City/RDA for delay damages and other indirect cost claims with respect to the
interference and/or disruption of the Marina operations, and/or loss of available boat slips
resulting from the proposed construction and completion of the seawall and baywalk
improvements.
Similarly, the Murano Entities waive any past, present and future claims against the
City/RDA for any delay, acceleration, loss of productivity and/or indirect cost claims,
resulting from the proposed construction and completion of the seawall and baywalk
improvements
Exhibit B to the Agreement reflects the anticipated construction schedule and
accompanying plans which contemplates ongoing seawall/baywalk improvements during
the summer months of 2002,2003 and 2004, thereby minimizing the impact on the Marina
operations and optimally effectuating the improvements concurrent and prior to the
completion of the two Murano towers, respectively, on SSDI-North.
Murano Grande anticipates obtaining a Temporary Certificate of Occupancy in March 2003
and the completion of the adjacent seawall improvements will be completed by October
2003. Murano ICON anticipates construction commencement in March 2003 and TCO in
December 2004. The adjacent seawall and permanent baywalk must be completed in the
summer of 2004 prior to completion of Murano Icon. At all times a temporary baywalk will
be accessible for public pedestrian use.
In accordance with Resolution No. 2002-24975 approved on September 11, 2002
regarding the substantive modifications to the 1998 Concept Plan, the Second
Supplemental Agreement also memorializes the parties acknowledgement of the
expansion of the stairwell into the baywalk easement area.,
It is recommended that the Mayor and City Manager approve and authorize execution of
the Second Supplemental Agreement.
~c...
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C)
RESOLUTION NO. 431-2002
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE
MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING THE
CHAIRMAN AND SECRETARY TO EXECUTE A SECOND
SUPPLEMENTAL AGREEMENT AMONG MURANO TWO, LTD., A
FLORIDA LIMITED PARTNERSHIP, MURANO THREE, LTD., A
FLORIDA LIMITED PARTNERSHIP, THE CITY OF MIAMI BEACH,
FLORIDA, THE MIAMI BEACH REDEVELOPMENT AGENCY, AND
MIAMI BEACH MARINA ASSOCIATES, LTD., A FLORIDA LIMITED
PARTNERSHIP, THAT SETS FORTH THE CONSTRUCTION
SEQUENCING IN CONNECTION WITH THE REMAINING
INFRASTRUCTURE IMPROVEMENTS TO BE PERFORMED ON
SSDI-NORTH.
WHEREAS, in November 1995, the City of Miami Beach, the Miami Beach
Redevelopment Agency and the Portofino Group entered into a Development Agreement
which was terminated in June 1997; and
WHEREAS, in October 1998, the parties entered into a Settlement Agreement that
transferred the deed to SSDI-North (which was held in escrow) to West Side Partners,
Limited and set forth the obligations of the parties with respect to the Development of
SSDI-North and SSDI-South parcels; and
WHEREAS, as part of the Settlement Agreement between the City of Miami Beach,
the Miami Beach Redevelopment Agency and West Side Partners Limited, it was
contemplated that West Side Partners would develop the SSDI-North parcel in two stages;
and
WHEREAS, the Developer, The Related Companies (TRG), which purchased the
property from West Side Partners, provided notice to develop SSDI-North parcel and
commenced construction in 2001; and
WHEREAS, construction on SSDI-North will consist of two high rise towers and
related amenities as approved and reflected in the concept plan, modified by Resolution
No. 2001-24349 adopted by the City Commission on April 18, 2001; and
WHEREAS, on June 27, 2001 and July 18, 2001, the RDA approved and
appropriated $3.2 million and $2.5 million respectively, for several pre-construction
activities that are the City/RDA's obligation and responsibility, pursuant to the Settlement
Agreement and to surviving provisions of the Development Agreement and these activities
included construction staging costs, curb cut costs, electrical utility relocation costs, seawall
rehabilitation and construction along SSDI-South, environmental remediation costs and
replacement parking costs; and
WHEREAS, on January 10, 2002 and June 17, 2002 additional funding was
provided for utility relocation costs and parking replacement costs; and
WHEREAS, together with the appropriation on July 18, 2001 the Chairman and
Secretary were authorized to execute a Supplemental Agreement, the Revocable Parking
License and the Amended and Restated Parking Sublicense Agreement that memorialized
each party's respective obligations, use requirements and restrictions and corresponding
indemnities, as it relates to the ongoing construction, staging and parking obligations; and
WHEREAS, the attached Second Supplemental Agreement sets forth the
understanding amongst the parties as to construction sequencing in connection with the
remaining seawall reconstruction and baywalk improvements to be performed upon SSDI-
North; and
WHEREAS, as part of this Agreement, the Murano Entities are posting a cash bond
in the amount of $242,000 to assure completion of the estimated costs to complete the
baywalk improvements; and
WHEREAS, the remaining City obligations as contemplated in this Agreement
include funding the cost of the seawall repairs/restoration and these improvements
together with the remaining un-appropriated utility relocation costs are projected at
approximately $1.3 million exclusive of parking license and valet service cost; and
WHEREAS, significant to the City/RDA in the Second Supplemental Agreement is
the parties' acknowledgement that the Marina lessee waives any past, present and/or
future claims against the City/RDA for delay damages and other indirect cost claims with
respect to the interference and/or disruption of the Marina operations, and/or loss of
available boat slips resulting from the proposed construction and completion of the seawall
and baywalk improvements; and
WHEREAS, similarly, the Murano Entities waive any past, present and future claims
against the City/RDA for any delay, acceleration, loss of productivity and/or indirect cost
claims, resulting from the proposed construction and completion of the seawall and
baywalk improvements; and
WHEREAS, an anticipated construction schedule contemplates ongoing
seawall/baywalk improvements during the summer months of 2002, 2003 and 2004,
thereby minimizing the impact on the Marina operations and optimally effectuating the
improvements concurrent and prior to the completion of the two Murano towers,
respectively, on SSDI-North; and
WHEREAS, Murano Grande anticipates obtaining a Temporary Certificate of
Occupancy (TCO) of the first tower in March 2003 and the completion of the adjacent
seawall improvements will be completed by October 2003; Murano ICON anticipates
construction commencement of the second tower in March 2003 and TCO in December
2004; and the adjacent seawall and permanent baywalk must be completed in the summer
of 2004 prior to completion of Murano ICON; and
WHEREAS, at all times, a temporary baywalk will be accessible for public
pedestrian use.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND MEMBERS
OF CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, hereby authorize
the Mayor and City Clerk to execute a Second Supplemental Agreement among Murano
Two, Ltd., A Florida Limited Partnership, Murano Three, Ltd., A Florida Limited Partnership,
The City Of Miami Beach, Florida, The Miami Beach Redevelopment Agency, And Miami
Beach Marina Associates, Ltd., A Florida Limited Partnership, that sets forth the
construction sequencing in connection with the remaining infrastructure improvements to
be performed on SSDI-North.
PASSED AND ADOPTED this 25th day of
ATTEST:
I} f~L{,tA lJ {l iJU-l
SECRETARY
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
eneral Counsel 1'tI-
For the Redevelopment Agency
,,- '"2.-(j--c:::n.-
Date
JMG/CMC/rar
T:\AGENDAI2002lSEP2502IRDAIMURANO.RES.doc
REDEVELOPMENT AGENCY
COMMISSION ITEM SUMMARY
lQ
Condensed Title:
A resolution authorizing the Chairman and Secretary to execute a Second Supplemental Agreement
among Murano Two, Ltd., a Florida Limited Partnership, Murano Three, Ltd., a Florida Limited Partnership,
the City of Miami Beach, Florida, the Miami Beach Redevelopment Agency, and Miami Beach Marina
Associates, Ltd., a Florida Limited Partnership, that sets forth the construction sequencing in connection
with the remainin~ infrastructure improvements to be performed on SSDI-North.
Issue:
Shall the Chair and Secretary execute a Second Supplemental Agreement which sets forth the obligations
of the parties with respect to the construction sequencing during the Development of SSDI-North parcel?
Item Summa IRecommendation:
The Second Supplemental Agreement sets forth the understanding amongst the parties as to construction
sequencing in connection with the remaining seawall reconstruction and baywalk improvements to be
performed upon SSDI-North. Furthermore the Murano entities and the Marina lessee waive any past,
present and future claims against the City/RDA in connection with the construction and completion of the
baywalklseawall improvements. Additionally, the Murano entities are posting a cash bond with City in the
amount of $242,000 to assure completion of baywalk improvements. It is recommended that the Chairman
and Members of the Miami Beach Redevelo ment A enc ado t the resolution.
Advisory Board Recommendation:
IN/A
Financial Information'
.
Source of Amount ... . Account Approved
Funds: 1
D 2
3 .
4
Finance Dept. Total
.
Ci Clerk's Office Le islative Trackin
Christina M. Cuervo/Alexandra Rolandelli
Si n-Offs:
Department Director
T:\AGENDA\2002\SEP2502\RDA\MURANO.SUM.doc
Assistant City Manager
AGENDA ITEM
DATE
5A
9-2S..() L.
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
WNW.ci.miami-beach.f1.us
To:
REDEVELOPMENT AGENCY MEMORANDUM
Chairman and Members of the Board
Of the Miami Beach Redevelopment Agency
Date: September 25, 2002
Jorge M. Gonzalez ~ ~
Executive Director U'- U
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN
AND SECRETARY TO EXECUTE A SECOND SUPPLEMENTAL
AGREEMENT AMONG MURANO TWO, LTD., A FLORIDA LIMITED
PARTNERSHIP, MURANO THREE, LTD., A FLORIDA LIMITED
PARTNERSHIP, THE CITY OF MIAMI BEACH, FLORIDA, THE MIAMI
BEACH REDEVELOPMENT AGENCY, AND MIAMI BEACH MARINA
ASSOCIATES, LTD., A FLORIDA LIMITED PARTNERSHIP, THAT SETS
FORTH THE CONSTRUCTION SEQUENCING IN CONNECTION WITH
THE REMAINING INFRASTRUCTURE IMPROVEMENTS TO BE
PERFORMED ON SSDI-NORTH.
RECOMMENDATION:
From:
Subject:
Adopt the Resolution.
ANALYSIS:
In November 1995, the City of Miami Beach, the Miami Beach Redevelopment Agency and
the Portofino Group entered into a Development Agreement which was terminated in June
1997. In October 1998, the parties entered into a Settlement Agreement that transferred
the deed to SSDI-North (which was held in escrow) to West Side Partners. Limited and
sets forth the obligations of the parties with respect to the Development of SSDI-North and
SSDI-South parcels.
As part of the Settlement Agreement between the City of Miami Beach, the Miami Beach
Redevelopment Agency and West Side Partners Limited. it was contemplated that West
Side Partners would develop the SSDI-North parcel in two stages. The Developer. The
Related Companies (TRG), which purchased the property from West Side Partners,
provided notice to develop SSDI-North parcel and commenced construction in 2001.
Construction on SSDI-North will consist of two high rise towers and related amenities as
approved and reflected in the concept plan. modified by Resolution No. 2001-24349
adopted by the City Commission on April 18. 2001. Construction sequence requirements
dictate that construction initiate along the southerly portion of SSDI-North which must be
completed before the northerly portion is developed. In connection with this construction
commencement, several pre-construction activities must occur on SSDI-North and
adjacent properties to support the proposed Murano Grande/Murano Icon construction
September 25. 2002
RDA - Commission Memorandum
Murano - Second Supplemental Agreement
Page 2 of 3
activities. The City/RDA has certain financial obligations pursuant to the Settlement
Agreement for the pre-construction activities.
On June 27, 2001 and July 18, 2001, the RDA approved and appropriated $3.2 million and
$2.5 million respectively, for several pre-construction activities that are the City/RDA's
obligation and responsibility, pursuant to the Settlement Agreement and to surviving
provisions of the Development Agreement. These activities included construction staging
costs, curb cut costs, electrical utility relocation costs, seawall rehabilitation and
construction along SSDI-South, environmental remediation costs and replacement parking
costs. On January 10, 2002 and June 17, 2002 additional funding was provided for utility
relocation costs and parking replacement costs.
Together with the appropriation on July 18, 2001 the RDA Chairman and Secretary were
authorized to execute a Supplemental Agreement and a Revocable License Agreement
among Murano Two, Ltd., a Florida Limited Partnership ("Murano Two"), Murano Three,
Ltd., a Florida Limited Partnership ("Murano Three"; and together with Murano Two, the
"Murano Entities"), Sun & Fun, Inc., a Florida Corporation ("S&F"), Beachwalk
Development Corporation, a Florida Corporation ("Beachwalk"), Azure Coast Development,
Ltd., a Florida Limited Partnership ("Azure"), East Coastline Development, Ltd., a Florida
Limited Partnership ("ECD"), and Sandpoint Financial, Ltd., a Florida Limited Partnership
("Sandpoint"; and together, S&F, Beachwalk, Azure, ECD and Sandpoint are hereinafter
referred to collectively as the "Portofino Entities"), the City of Miami Beach, Florida, a
Florida Municipal Corporation, (The "City"), the Miami Beach Redevelopment Agency, (the
"RDA"); and Miami Beach Marina Associates, Ltd., a Florida Limited Partnership (The
"Marina Lessee"). Additionally, an Amended and Restated Parking Sublicense Agreement
and Declaration of Restrictive Covenants in Lieu of Title were also approved by the City
Commission pursuant to a separate resolution.
The Supplemental Agreement, the Revocable Parking License and the Amended and
Restated Parking Sublicense Agreement memorialized each party's respective obligations,
use requirements and restrictions and corresponding indemnities, as it relates to the
ongoing construction, staging and parking obligations. While the Settlement Agreement
originally contemplated and provided for all the construction activities but did not provide
the legal document or agreement to implement the activities and the corresponding
obligations and responsibilities; thus these three (3) Agreements provide for such legal
documentation.
The Second Supplemental Agreement (the "Agreement") is among MURANO TWO, LTD.,
MURANO THREE, LTD., (the "Murano Entities"), the City of Miami Beach, the Miami
Beach Redevelopment Agency, and Miami Beach Marina Associates, Ltd.
The attached Second Supplemental Agreement sets forth the understanding amongst the
parties as to construction sequencing in connection with the remaining seawall
reconstruction and baywalk improvements to be performed upon SSDI - North. As part of
this Agreement, the Murano Entities are posting a cash bond in the amount of $242,000 to
assure completion of the estimated costs to complete the baywalk improvements. The
September 25, 2002
RDA - Commission Memorandum
Murano - Second Supplemental Agreement
Page 3 of 3
remaining City obligations as contemplated in this Agreement include funding the cost of
the seawall repairs/restoration. These improvements together with the remaining un-
appropriated utility relocation costs are projected at approximately $1.3 million (see Exhibit
A, column F (exclusive of parking license and valet service cost)).
Significant to the City/RDA in the Second Supplemental Agreement is the parties'
acknowledgement that the Marina lessee waives any past, present and/or future claims
against the City/RDA for delay damages and other indirect cost claims with respect to the
interference and/or disruption of the Marina operations, and/or loss of available boat slips
resulting from the proposed construction and completion of the seawall and baywalk
improvements.
Similarly, the Murano Entities waive any past, present and future claims against the
City/RDA for any delay, acceleration, loss of productivity and/or indirect cost claims,
resulting from the proposed construction and completion of the seawall and baywalk
improvements
Exhibit B to the Agreement reflects the anticipated construction schedule and
accompanying plans which contemplates ongoing seawall/baywalk improvements during
the summer months of 2002, 2003 and 2004, thereby minimizing the impact on the Marina
operations and optimally effectuating the improvements concurrent and prior to the
completion of the two Murano towers, respectively, on SSDI-North.
Murano Grande anticipates obtaining a Temporary Certificate of Occupancy in March 2003
and the completion of the adjacent seawall improvements will be completed by October
2003. Murano ICON anticipates construction commencement in March 2003 and TCO in
December 2004. The adjacent seawall and permanent baywalk must be completed in the
summer of 2004 prior to completion of Murano Icon. At all times a temporary baywalk will
be accessible for public pedestrian use.
In accordance with Resolution No. 2002-24975 approved on September 11, 2002
regarding the substantive modifications to the 1998 Concept Plan, the Second
Supplemental Agreement also memorializes the parties acknowledgement of the
expansion of the stairwell into the baywalk easement area.
It is recommended that the Chairman and Executive Director approve and authorize
execution of the Second Supplemental Agreement.
JMG/CM~/rar
T:\AGENDA\2002lSEP2502\RDAIMURANO.CM.dOC
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Prepared By and After Recording
Should Be Returned to:
Joel K. Goldman
Greenberg Traurlg. P A
1221 Brickell Avenue
Miami. Florida 33131
(Space ReIeMcI for CIertc of Ccut)
SECOND SUPPLEMENTAL AGREEMENT
THIS SECOND ~PPLEMENTAL AGREEMENT (the "Agreement") is made and
entered into as of the Z) (jay of September, 2002, by and among MURANO lWO, LTD., a
Florida limited partnership ("Murano Two"), MURANO THREE, L TO., a Florida limited
partnership ("Murano Three"; and together with Murano Two, the "Murano Entities"), the City
of Miami Beach, Florida, a Florida municipal corporation, (the "C Ity") , the Miami Beach
Redevelopment Agency, a Florida public agency organized and existing pursuant to the
Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended
(the "Redevelopment Agency"; together with the City, are sometimes referred to herein as the
"Licensee") and Miami Beach Marina Associates, Ltd., a Florida limited partnership (the
"Marina Lessee").
Rg~!!~bl:
A. The Murano Entities, as the successors in interest to West Side Partners, Ltd., a
Florida limited partnership ("West Side"), are the owners of those certain parcels of land located
in Miami-Dade County, Florida, more particularly described on Exhibit "A" attached hereto
("SSDI North Parcels"). The portion of the SSDI North Parcels owned by Murano Two is
sometimes hereinafter referred to as the "South SSDI North Parcel", and the portion of the
SSDI North Parcels owned by Murano Three is sometimes hereinafter referred to as the "North
SSDI North Parcel".
B. The SSDI North Parcels are currently subject to that certain (i) SetUement
Agreement (the "Settlement Agreement") dated April 15, 1998, by and among the City, the
Redevelopment Agency and West Side; (ii) Grant of Baywalk Easement dated May 24, 1999 by
and between West Side and the City, recorded in Official Records Book 18626, at Page 4400
(the "Baywalk Easement"); (iii) Amended and Restated Parking Agreement dated May 24,
1999 by and among the City, the Redevelopment Agency and West Side, recorded in Official
Records Book 18626, at Page 4822 (the "Parking Agreement"); (iv) Improvements License
dated May 24, 1999 by and among West Side, the City and the Redevelopment Agency (the
1
"Improvements License"); and (v) Improvements Sublicense dated May 24, 1999 by and
among the City, Redevelopment Agency and Marina Lessee (the "Improvements
Sublicense"). The Settlement Agreement, Baywalk Easement, Parking Agreement,
Improvements License and Improvements Sublicense are sometimes hereinafter collectively
referred to as the "SSDI North Documents".
C. Murano Two has commenced construction upon the South SSDI North Parcel,
and Murano Three desires to be able to commence construction upon the North SSDI North
Parcel upon Murano Two's receipt of a temporary certificate of occupancy for the City Facilities
(as defined in the Parking Agreement) constructed within the Parking Garage (as defined in the
Parking Agreement) upon the South SSDI North Parcel.
D. In order to minimize disruption to the operation of the Marina (as "Marina" is
defined in the Settlement Agreement), Marina Lessee, Murano Two, Murano Three and
Licensee have agreed to refrain from constructing certain baywalk improvements under the
Baywalk Easement and Settlement Agreement during certain times of the year and have agreed
to a schedule for the completion of the baywalk improvements, subject to the terms and
provisions of this Agreement.
E. The parties desire to enter into this Agreement for the purpose of modifying
certain terms and provisions set forth in the SSDI North Documents and to enter into certain
other agreements, all as more particularly set forth below.
NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Murano Entities, the City, the Redevelopment Agency and the Marina Lessee hereby agree
as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated herein
as if repeated at length.
2. Construction Seauencina. The Murano Entities, City, Redevelopment Agency
and Marina Lessee hereby acknowledge and agree that notwithstanding anything to the
contrary set forth in the SSDI North Documents, Murano Three shall be permitted to commence
construction upon the North SSDI North Parcel upon (i) the City's issuance of a temporary
certificate of occupancy with respect to the City Facilities [including interim offices for the
relocated tenants from the Junior's building (the "Interim Facilities")] constructed within the
Parking Garage upon the South SSDI North Parcel which permits the Marina Lessee and its
tenants the continuous right to occupy the City Facilities (including the Interim Facilities), and (ii)
the delivery of possession of the City Facilities (including the Interim Facilities) to the City and
Marina Lessee.
3. Temporary Facilities. City, Redevelopment Agency and Marina Lessee
acknowledge and agree that upon (i) the City's issuance of a temporary certificate of occupancy
with respect to the City Facilities (including the Interim Facilities) to be constructed within the
Parking Garage upon the South SSDI North Parcel which permits the Marina Lessee and its
tenants the continuous right to occupy the City Facilities (including the Interim Facilities), (Ii) the
delivery of possession of the City Facilities (including the Interim Facilities) to the City and
Marina Lessee, and (iii) the completion of all punch list items with respect to the City Facilities
(including the Interim Facilities) identified during the delivery walk-through (provided that the
completion of the punch list items shall not be a condition precedent to the commencement of
2
construction upon the North SSOI North Parcel}, the Murano Entities shall be deemed to have
satisfied their obligations to provide the Temporary Facilities (as defined in the Improvements
License) under the Improvements License and Settlement Agreement. After obtaining such
temporary certificate of occupancy, Murano Two shall immediately deliver possession of such
City Facilities to the City and Marina Lessee and shall also promptly remove the temporary bath
and laundry facilities presently located along the Baywalk. Murano Three acknowledges and
agrees that the Marina Lessee shall have thirty (30) days following the issuance of the
temporary certificate of occupancy for the City Facilities (including the Interim Facilities) and the
delivery of possession of the same to the City and Marina Lessee, whichever is later, to relocate
the tenants in the Junior's building prior to Murano Three demolishing such building.
4. Bavwalk Imorovements. Notwithstanding anything to the contrary set forth in the
SSOI North Oocuments, City, Redevelopment Agency, Marina Lessee and the Murano Entities
acknowledge and agree that (i) the baywalk improvements (which include the sidewalk,
landscaping, drainage, relocation of the six inch water line and pedestrian lighting) (the
"Baywalk ImprovementsD) and (ii) the seawall rehabilitation/repair (which includes the backfill,
sheet piling installation, concrete cap and concrete fascia for the embayment areas) (the
"Seawall RepalrsD) to be completed under the Baywalk Easement shall be completed in
accordance with the schedule attached hereto as Exhibit "B", subject to Force Majeure (as
hereinafter defined). Murano Two and Murano Three agree to (i) provide continuous access to
all of the piers in the Marina located adjacent to the SSOI North Parcels during construction,
subject to Force Majeure, and (ii) install a temporary twelve (12) foot wide stabilized asphalt
baywalk along the western boundary of the North SSOI North Parcel within ten (10) business
days following the demolition and removal of the Existing Facilities (as defined in the
Improvements license) and completion of the Seawall Repairs adjacent to the North SSOI
North Parcel. The City further agrees that provided (i) the Murano Entities are in compliance
with the above schedule, subject to Force Majeure, and (ii) Murano Two and Murano Three
have completed their obligations to provide a temporary baywalk as set forth in the immediately
preceding sentence, the completion of the Baywalk Improvements and Seawall Repairs
adjacent to the projects constructed upon the North SSDI North Parcel and South SSOI North
Parcel shall not be conditions precedent to the issuance of temporary or permanent certificates
of occupancy for the project to be constructed on the South SSOI North Parcel or temporary
certificates of occupancy for the project to be constructed on the North SSOI North Parcel. The
completion of the Baywalk Improvements shall be a condition precedent to the issuance of a
permanent certificate of occupancy for the project to be constructed upon the North SSOI North
Parcel. In the event the portion of the Baywalk Improvements adjacent to the South SSOI
North Parcel is not completed prior to issuance of a temporary certificate of occupancy on the
South SSOI North Parcel, then Murano Two shall post a cash 'bond with the City in the amount
of $242,000 (which is an amount equal to the estimated cost to complete 616 linear feet of
Baywalk Improvements); provided that (i) Murano Two shall remain responsible for any costs to
complete such 616 linear feet of Baywalk Improvements to the extent the bond is not sufficient,
and (ii) the bond shall be reduced prorata for any portion of the Baywalk Improvements adjacent
to the South SSOI North Parcel which is completed. The Marina Lessee hereby waives any
past, present or future claim against the licensee for (i) delay damages and any other indirect
cost claims with respect to the interference and/or disruption of the Marina operations, and/or (ii)
loss of available boat slips, as a result of the construction, and completion of the Baywalk
Improvements and Seawall Repairs in accordance with the preceding schedule, provided that
the Marina Lessee has continuous access to the piers in the Ma'rina, except only (a) in the event
of an emergency and/or (b) for temporary interruption due to construction for up to a maximum
time period of two (2) consecutive hours (provided that the contractor uses good faith and
diligent efforts to minimize such interruption and provide continuous access to the piers). The
3
Murano Entities, as successors in interest to West Side, waive any past, present or future claim
against the Licensee for delay damages, acceleration claims, loss of productivity and any other
indirect cost claims as a result of the construction and completion of the Baywalk Improvements
and Seawall Repairs in accordance with the preceding schedule and any other construction
obligations of the Licensee under the SSDI North Documents. The parties to this Agreement
acknowledge and agree that nothing set forth herein shall be deemed to modify or amend the
provisions in the Baywalk Easement which allocate responsibility among the parties for the
costs of completing the Baywalk Improvements and Seawall Repairs.
5. City, Redevelopment Agency, Marina Lessee and the Murano Entities
acknowledge and agree that those certain encroachments of the rear stairs of the projects
constructed or to be constructed upon the SSDI North Parcels into the Easement Parcel (as
defined in the Baywalk Easement), as set forth in Resolution No. 2002-24975 approved by the
City Commission on September 11, 2002, are permitted encroachments, and in no event, shall
(i) such encroachments be deemed to be a violation or breach 'of the Baywalk Easement, and/or
(ii) the Murano Entities be obligated to remove such improvements from the Easement Parcel.
6. Miscellaneous.
(a) Prevailina Party. In the event of litigation arising out of the terms of this
Agreement, the prevailing party in any such action shall be entitled to
reimbursement of reasonable attorneys' fees and costs incurred at trial and all
appellate levels.
(b) Counteroarts. This Agreement may be executed in any number of counterparts
and by the separate parties hereto in separate counterparts, each of which when
taken together shall be deemed to be one and the same instrument.
(c) Construction. The section headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation hereof.
All of the parties to this Agreement have participated fully in the negotiation of
this Agreement, and accordingly, this Agreement shall not be more strictly
construed against anyone of the parties hereto; In construing this Agreement,
the singular shall be held to include the plural, the plural shall be held to include
the singular, and reference to any particular gender shall be held to include every
other and all genders.
(d) Notices. Any and all notices required or desired to be given hereunder shall be
in writing and shall be deemed to have been duly given when delivered by hand
or three (3) business days after deposit in the United States mail, by registered or
certified mail, return receipt requested, postage prepaid, and addressed to the
address set forth immediately beneath each party's signature below (or to such
other address as either party shall hereafter specify to the other in writing). Any
party may change the address for notice purposes by giving written notice
thereof to the other parties, which shall be effective upon receipt by each of the
other parties.
(e) Severabilitv. In the event any term or provision of this Agreement is determined
by appropriate judicial authority to be illegal or otherwise invalid, such provision
shall be given its nearest legal meaning or be, construed as deleted as such
4
authority determines, and the remainder of this Agreement shall be construed in
full force and effect.
(f) Successors and Assians. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
(g) Exhibits. All of the Exhibits attached to this Agreement are incorporated in, and
made a part of, this Agreement.
(h) Enforcement. In the event of a default hereunder, the non-defaulting party shall
be entitled to seek all remedies available at law or in equity.
(i) Force Maieure. The term "Force Majeure- as used in this Agreement shall mean
"Acts of God-, labor disputes (whether lawful or not), restrictions by any
governmental or utility authority, civil riots, floods or causes beyond a party's
control.
(j) Recordina References. All recording references in this Agreement shall refer to
the public records of Miami-Dade County, Florida.
7. Amendments: Termination. This Agreement may not be amended, modified or
terminated except by written agreement of all of the parties hereto or their respective
successors and/or assigns, and the holders of any mortgages of record encumbering the
affected parcels; provided, however, that with respect to any portion of a parcel which has been
submitted to condominium form of ownership, the instrument of amendment or termination shall
be executed solely by the condominium association in lieu of the individual condominium
owners and their mortgagees.
8. Entire Aareement. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supercedes all prior agreements,
understandings and arrangements, both oral and written, between the parties with respect
thereto to the extent in conflict herewith.
5
EXECUTED as of the date and year first above written.
Witnessed by:
MURANO TWO, LTD., a Florida limited partnership
By: Murano Two, Inc., a Florida corporation,
General Partner
Name~~.t:IJ-."
By. ~~' ~
Na . . oy Bronson
Ti~ Vice President
(Corporate Seal)
~~
Name: ~ q;?1tj
Address:
2828 Coral Way, PH Suite
Miami Beach, Florida 33145
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
) ss:
)
The foregoing instrument was acknowledged before me this ~ day of Sef"r. ,2002
by Joyce Bronson, as Vice President of Murano Two, Inc.,.a Florida corporation, General
Partner of MURANO TWO, LTD., a Florida limited partnership, on behalf of said corporation and
partnershipSHe is personally known to me or presented J:a... ~. t..t Co . as
identification.
My commission expires:
Name: ~ o. ~/.(7U J
Notary Pu~lic, State of Florida
Commission No.
...,..-.,.........-....-"
#''''' p~. LISA C. DIXON
." ~ .. My Commission II CC 820608
"-/torf\' Expires: 0511812003
1-8O().3-NOTARY Fla. Notary SelVioe & BondiI'YOl Co
6
Witnessed by:
~~JL-
Na : J'Cl;:: I hc:lld i\f1 c;. f'\
~
me: '\l-l.-~ Q::t .P~
MURANO THREE, LTD., a Florida limited
partnership
By: Murano Three, Inc., a Florida corporation,
General Partner
BY:~~
Na~JO Br nson
Titl. Vice President
(Corporate Seal)
Address:
2828 Coral Way, PH Suite
Miami Beach, Florida 33145
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this 19- day of ~PR:;t8ez'e
2002, by Joyce Bronson, as Vice President of Murano Three, Inc., a Florida corporation,
General Partner of MURANO THREE, LTD., a Florida limited partnership, on behalf of said
corporation and partnership. -SHe is personally known to me or presented
FL.. OR. L' c. as identification.
My commission expires:
...~,,..
.. ,,.,T.f. LISA C. DIXON
tJl. W.I My Commission" CC 82OliOll
'f'ot., ",,," Expires: 0511812003
1~ARY Fla. Nolaty ServIce & Bonding Co.
Name:~~_j o. ~
Notary Public, State of Florida
Commission No.
7
Attest:
F MIAMI BEACH, a municipal
Il^lvl~ ~iL uL~
City Clerk
(Corporate Seal)
Address:
1700 Convention Center Drive
Miami Beach, Florida 33139
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE ) ~ I"~
The foregoing instrument was acknowledged before me this;2 day of t-{ 1;;1'/;:1 2002,
by David Dermer, as Mayor of the City of Miami Beach, a municipal corporation, on behalf of
said municipal corporation. _He is__ p~r~gn~lIy. known to me or presented
as identification.
My commission expires:
, !
Name: ,~tl.ltO--J..-/I3li2tLLj~'J1^~')
Notary Pu'blic, State of Florida I
Commission No.
L
ULLIAN BEAUCHAMP
NOfARY PUBUC Sf ATE OF FLORIDA
COMMISSION NO. D0109289
MY COMMISSION EXP. APR. 29.2006
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
~...;..", dV-
o ey 11- Date
8
THE MIAMI BEACH REDEVELOPMENT AGENCY,
a pub!' agency organized and existing pursuant to
the 0 m nity Redevelopment Act of 1969, as
am de, h ter 163, Part III Florida Statutes
Attest:
Pfvu-~J' P iUJ()~-
Secretary
(Corporate Seal)
Address:
1700 Convention Center Drive
Miami Beach, Florida 33139
My commission expires:
ULUAN BEAUOO"MP
NOJ'ARY PUBUC STATE OF FLORIDA
COMMISSION NO. DD109289
MY COMMISSION EXP. APR. 29.2006
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
..
~-U'>..tlj/
Date
Red Agency
GeneralCoonsfAf/I-
9
Witnessed by:
MIAMI BEACH MARINA ASSOCIATES, LID., a
Florida limited partnership
~
By: SoBe Marine, Inc., a Florida corporation,
general partner
~~~~<f:.s~.
Address:
300 Alton Road
Miami Beach, Florida 33139
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this B- day ofSlPr. ,2002,
by Robert W. Christoph, as President of SoBe Marine, Inc., a Florida corporation, General
Partner of Miami Beach Marina Associates, Ltd., a Florida limited partnership, on behalf of said
corporation and partnership. He is personally known to me or presented F"L.. OR. L.I Co .
as identification.
My commission expires:
Name: ~.A~ (j, I..fL/LI'h ~
Notary Public, State of Florida
Commission No.
~,,""~ LISA C. DIXON
:w ~ My Commission /I cc 82Ol!O8
"". OF ,\."./' Expires: 05/1812003
1-8lJO.3-NOTARY Fla. Notary Service & Bonding Co.
10
CONSENT AND SUBORDINATION
The undersigned, Wachovia Bank. N.A., as the holder of (i) that certain Mortgage,
Assignment of Rents, Security Agreement and Financing Statement recorded in Official
Records Book 19699, at Page 1500, of the Public Records of Miami-Dade County, Florida, and
(ii) that certain Mortgage, Assignment of Rents, Security Agreement and Financing Statement
recorded in Official Records Book 19699, at Page 1527, of the Public Records of Miami-Dade
County, Florida, which encumber the SSDI North Parcels, hereby consents to and subordinates
the lien and operation of said mortgages to the Second Supplemental Agreement
WACHOVIA BANK, N.A..
.)
( ,& .<../ iZ--7LU-rdq -
Pri tName: /'(-'>//;-7 /"IL7:;tPtt iJl'7
J-U'UA U(~~
Print Name: 'T y-i '\I1A- .s t.-I K"o L \.1. 'I K-
...
STATE FLORIDA )
) SS:
COUNTY OF If)! /7;11/ - D;7 oE )
The foregoing instrument was acknowledged before me this /04 day of i(iil'&.l~;-<j
2002, byr:;.Rt?y fit FlT7h:!?!?;'/) ,as I/;{!E P/?t:"".S)j)/:,p! Wachovia Bank, N.A., on
behalf of Wachovia Bank, N.A. He/~ is personally known to me or is personally known to me
or presented as identification.
My commission expires:
~J ~. ~
Name: . . L..;?",-<. n'--'?L-<;;:~y
Notary Public, State of Florida .
Commission No.
">' ~ Ofelia Menendez
:-& *My CommtSliOn CCB22B55
~./ expires Apli11. 2003
11
CONSENT AND SUBORDINATION
The undersigned, Wachovia Bank, N.A., as the holder of that certain Leasehold Mortgage
Consolidation and Modification Agreement dated as of December 14, 1998, recorded in Official
Records Book 18391, at Page 4891 of the Public Records of Miami-Dade County, Florida, as
modified by the Amended and Restated Leasehold Mortgage and Security Agreement dated
Decembee:], 2002, recorded in Official Records BookdOjO,,-/ , at Page '3--:S9D of the Public
Records of Miami-Dade County, Florida, which encumbers the property leased by the Marina
Lessee, hereby consents to and subordinates the lien and operation of said mortgage to the
Second Supplemental Agreement.
~~n
/ .<./1
~~%~ Uhef",'1
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
The foregoing instmmJ71t was acknowledged before me this 2-6 day of December
2002, by 4111,"1... A t..Lv- of Wachovia Bank, N.A., on behalf of Wachovia Bank,
N.A. He/{he is personally known to me or presented as
identification.
My commission expires:
Name: ~~
Notary PUblic, State of Florida
Commission No.
OFFlOAL NOTARY SEAL
MOSHE LEHRFlED
NOTARY PUBUC STATE OF !'LORro/<
COMMISSION NO. CC910959
MY COMMISSION EXP. MAR. 102OC,~
\73339\17599\ # 603518 v 1
12121/025:13 PM
CONSENT AND SUBORDINATION
The undersigned, as the holder of that certain Mortgage, Assignment of
Rents, Security Agreement and Financing Statement recorded in Official Records Book ,
at Page , of the Public Records of Miami-Dade County, Florida, which encumber the
Marina Lease, hereby consents to and subordinates the lien and operation of said mortgage to
the Second Supplemental Agreement.
By:
Name:
Title:
Print Name:
Print Name:
STATE FLORIDA
COUNTY OF
)
)SS:
)
The foregoing instrument was acknowledged before me this _ day of
2002, by , as of , on
behalf of He/She is personally known to me or is personally known to me
or presented as identification.
My commission expires:
Name:
Notary Public, State of Florida
Commission No.
12
EXHIBIT "A"
SSDI North Parcels
PHASE 1
BEING A PORTION OF LOTS 30 THRU 42, BLOCK iii, OCEAN BEACH, FLA ADDITION NO.3
ACCORDING TO THE PLAT THEREOF, A SUBDIVISION RECORDED IN PLAT BOOK 2, PAGE 81 OF
THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FL.
(P.O.B.) BEGINNING AT THE SOUTHEASTERLY CORNER OF LOT 30 BLOCK 111 P.B.2 AT PAGE
81 THENCE RUN NORTH 320 12' 16" WEST ALONG THE WESTERLY RIW LINE OF ALTON ROAD A
DISTANCE OF 588.17 FEET TO A POINT. THENCE RUN SOUTH 57047' 44" WEST PARALLEL TO
THE SOUTHERLY LINE OF SAID LOT 30 A DISTANCE OF 186.95 FEET TO A POINT. THENCE RUN
NORTH 320 12' 16" WEST PARALLEL TO THE WESTERLY RIW LINE OF ALTON ROAD A DISTANCE
OF 26.50 FEET TO A POINT. THENCE RUN SOUTH 57047' 44" WEST PARALLEL TO THE
SOUTHERLY LINE OF LOT 30 A DISTANCE OF 113.05 FEET TO A POINT. THENCE RUN SOUTH 320
12' 16" EAST PARALLEL TO THE WESTERLY RIW LINE OF ALTON ROAD A DISTANCE OF 614.67
FEET TO A POINT ALSO BEING THE SOUTHWESTERLY CORNER OF SAID LOT 30. THENCE
NORTH 570 47' 44" EAST ALONG THE SOUTHERLY LINE OF LOT 30, A DISTANCE OF 300.00 FEET
TO THE POINT OF BEGINNING, TOGETHER WITH THE ACCRETIONS THERETO LYING WEST OF
THE WESTERLY BOUNDARY LINE OF THE PLATTED LOTS IN THE SUBDIVISION AS SAME MAY
BE EXTENDED IN A SOUTHERLY DIRECTION.
PHASE 2
BEING A PORTION OF LOTS 41 AND 42, BLOCK iii, OF OCEAN BEACH FLORIDA ADDITION NO.
3, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 2, PAGE 81 OF THE
PUBLIC RECORDS OF MIAMI-DADE COUNTY, flORIDA AND ALL OF LOTS 43,44,45,46,47,48A, 49B
AND 50C, OF DADE COUNTY PROPERTY OF MIAMI BEACH ACCORDING TO THE PLAT THEREOF,
AS RECORDED IN PLAT BOOK 14, PAGE 70 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA.
COMMENCING AT THE SOUTHEASTERLY CORNER OF LOT 30 BLOCK 111 P.B. 2 AT PAGE 81
THENCE RUN NORTH 320 12' 16" WEST ALONG THE WESTERLY RIW LINE OF ALTON ROAD A
DIST ANCE OF 588.17 FEET TO THE POINT OF BEGINNING. THENCE RUN SOUTH 570 47' 44" WEST
PARALLEL TO THE SOUTHERLY LINE OF SAID LOT 30 A DISTANCE OF 186.95 FEET TO A POINT.
THENCE RUN NORTH 320 12' 16" WEST PARALLEL TO THE WESTERLY RIW LINE OF ALTON
ROAD A DISTANCE OF 26.50 FEET TO A POINT. THENCE RUN SOUTH 57047' 44" WEST
PARALLEL TOTHE SOUTHERLY LINE OF LOT 30 A DISTANCE OF 113.05 FEET TO A POINT.
THENCE RUN NORTH 320 12'16" WEST WITH A DISTANCE OF 94.98 FEET TO A POINT. THENCE
RUN NORTH 280 29' 08" WEST WITH A DISTANCE OF 323.93 FEET TO A POINT BEING ON THE
SOUTHERLY RIW LINE OF THE Mac ARTHUR CAUSEWAY. THENCE RUN NORTH 660 21' 44" EAST
PARALLEL TO THE SOUTHERLY RIW LINE OF THE Mac ARTHUR CAUSEWAY A DISTANCE OF
86.00 FEET TO A POINT OF CURVATURE. THENCE NORTHEASTERLY ALONG A CIRCULAR
CURVE TO THE RIGHT CONCAVE TO THE SOUTHEAST ALONG THE SOUTHERLY R/W LINE OF
THE Mac ARTHUR CAUSEWAY HAVING A RADIUS OF 216.50 FEET AND A CENTRAL ANGLE OF
21029' 00" FOR AN ARC DISTANCE OF 81.18 FEET TO A POINT OF TANGENCY. THENCE RUN
SOUTH 870 50' 44" EAST PARALLEL TO THE SOUTHERLY R/W LINE OF THE Mac ARTHUR
CAUSEWAY A DISTANCE OF 90.50 FEET TO A POINT OF CURVATURE. THENCE
SOUTHEASTERLY ALONG A CURVE CONCAVE TO THE SOUTHEAST HAVING A RADIUS OF 79.00
FEET AND A CENTRAL ANGLE OF 590 57' 00" FOR AN ARC DISTANCE OF 82.66 FEET TO A
POINT. THENCE RUN SOUTH 320 12'16" EAST ALONG THE WEST R/W LINE OF ALTON ROAD A
DISTANCE OF 291.53 FEET TO THE POINT OF BEGINNING, TOGETHER WITH THE ACCRETIONS
THERETO LYING WEST OF THE WESTERLY BOUNDARY LINE OF THE PLATTED LOTS IN THE
SUBDIVISION AS SAME MAY BE EXTENDED IN A SOUTHERLY DIRECTION.
EXHIBIT "B"
Schedule for Bavwalk Improvements
2002 Auaust 15-0ctober 15
Seawall Repairs:
Embavments:
Bavwalk:
Pier A south to Pier B and as far toward Pier C as time permits if new
sheeting can be installed
Pier D south to the southern property line of the South SSDI North Parcel;
and
from the southern property line of the South SSDI North Parcel to Pier E,
provided the Marina Lessee has secured appropriate permits for such
work and funds the cost of such construction.
The two embayments between Pier C and Pier B are to be closed in with
seawall extensions and back filled, capped along with concrete fascia
work between embayments and approximately 43 feet of fascia work
north of embayment as time permits if new sheeting can be installed.
To be completed within thirty (30) days following completion of the
seawall work from 30' south of the north line of the 150' easement in a
southerly direction to the match line with the existing baywalk. In the
event that the thirty (30) day period extends beyond October 15, 2002,
the work may continue until the expiration of such thirty (30) day period.
2003 Auaust 15 - October 15
Seawall Repairs:
Bavwalk:
Pier D north to Junior's temporary interim space doorway; Pier A north to
the north property line of the North SSDI North Parcel (which may be
completed earlier at any time without restriction after the City Facilities
[including the Interim Facilities] have been delivered to the Marina Lessee
and the Junior's tenants have been relocated within the thirty (30) day
period set forth in paragraph 3 of the Agreement).
Seawall work underneath Piers A, C and D.
Portion of work between Piers Band C previously not completed
No obligation to perform permanent baywalk work because such work
cannot be done before the balance of the seawall work is complete,
however, a temporary asphalt baywalk a minimum of twelve (12) feet
wide shall be installed as provided in the Agreement.
14
2004 Auaust 15-0ctober 15
Seawall Reoairs:
Complete any unfinished seawall repairs.
Bavwalk:
Complete permanent baywalk from 30' south of north line of the 150'
easement to the north property line of the North SSDI North Parcel and
complete the stair modification from the pedestals of the buildings
constructed on the SSDI North Parcels encroaching into the baywalk
easement.
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