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RECIPROCAL ACCESS, USE, DEVELOPMENT
AND EASEMENT AGREEMENT
THIS RECIPROCAL ACCESS, USE, DEVELOPMENT AND EASEMENT
AGREEMENT ("Agreement") is made this .Il/!!: day of OCl..,....BeR , 1997,
by and between RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, a Florida limited
partnership ("RDP"), JEFFERSON PLAZA, LTD., a Florida limited partnership
("Jefferson"), THE CITY OF MIAMI BEACH, FLORIDA, a municipality of the State of
Flo,ida (the "City of Miami Beach'), and the MIAMI BEACH REDEVELOPMENT
AGENCY, a public body corporate and politic (the "Agency") (the City of Miami Beach
and the Agency are referred to herein collectively, and jointly and severally, as the
context requires or permits, as the 'City").
W IT N E SSE T H:
.
WHEREAS, RDP has entered into a letter of intent with the City ("City") to lease
from the City certain property ("RDP Property") located in the City of Miami Beach,
County of Dade, State of Florida, which is more particularly described on Exhibit "A"
attached hereto, and which is being developed into a 422 room full service hotel and
related amenities (the "Hotel");
WHEREAS, Jefferson owns certain property ("Jefferson Propertn located
adjacent to the RDP Property in the City of Miami Beach, County of Dade, State of
Florida, which is more particularly described on Exhibit "B" attached hereto, and which
is being developed into a 113 unit residential condominium ("Condominium'), together
with retail space ("Retail").
WHEREAS, RDP, City and Jefferson desire to enter into this Agreement in order
to provide for the joint development of portions of the RDP Property and Jefferson
Property, and for the use by condominium owners of certain amenities available to
guests of the Hotel, all in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, RDP, City and Jefferson agree as follows:
1 , Desian and Location. The design of the Hotel and its placement and
location on the RDP Property as indicated on the site plans attached as Exhibit 'C' (the
"Site Plan") attached hereto; including, but not limited to, the design of the glazed drum
as the terminus to the northerly Ocean Drive vista, the number of rooms, amenities,
layout and location, is hereby accepted and approved by Jefferson subject to its
approval of final plans (the "Plans") which confirm that the terminus (tower) has been
moved west sufficiently so that neither the tower nor any building (including the tower)
will protrude eastward of a 45 degree line originating from the centerline of the balcony
of the "B North" unit on the Jefferson Property, except for the encroachment shown on
attached Exhibit "C," which shall not exceed eight (8) feet. Prior to commencing
construction, RDP will provide an architect's certificate and, upon completion of
construction, RDP will provide a certified survey of this point to confirm the requirement
of the 45 degree line has been met (subject to the eight (8) foot permitted encroachment
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shown on Exhibit "C"). RDP will submit the Plans to Jefferson for its approval, which
shall not be unreasonably withheld or delayed, and will not build the Accessway or the
Hotel without Jefferson's approval of the Plans. RDP agrees to develop the Hotel in
substantial compliance with the Plans, provided however, in no event shall any portion
of any building (including the tower), be farther east than the . line, except for the eight
(8) foot permitted tower encroachment, or as shown on Exhibit "C.' RDP, the City of
Miami Beach and the Agency agree to Jefferson's 45 degree sight line and further
agree that no portion of any building whatsoever shall ever be built or shall ever
protrude eastward of the 45 degree line (except for the permitted tower encroachment
as shown on Exhibit "CO). After the Plans are approved by Jefferson, no other
approvals or consents from Jefferson shall be required or necessary for RDP to build
the Hotel in substantial compliance with the Plans, provided, with respect to the
Accessway construction, the requirements of this Agreement must be met, including
without limitation, the Letter of Credit. Notwithstanding anything herein to the contrary,
the provisions of this Paragraph are presentry vested rights in favor of Jefferson upon
execution of this Agreement and shall not be terminated for any reason whatsoever,
shall be binding upon the successors and assigns of the parties hereto in perpetuity,
regardless of whether the Accessway is ever built.
2. Hotel Services.
A. RDP intends to provide the following amenities and services at the
Hotel: pools, cabana and beach service, health club, room service and laundry service
(collectively "Amenities and Services"). RDP agrees to make the Amenities and
Services available to "Owners," as defined below, of residential condominium units in
the Condominium, at the same cost that guests ("Guests") of the Hotel payor are
charged for such Amenities and Services, and at no cost if included in the base room
rate, provided, however, that an Owner shall be required to pay cash or use a credit
card accepted by the Hotel as and when any such Amenities and Servi~s are used by
the Owner and shall not be entitled to "room charging" privileges. RDP will issue
appropriate identification cards for each residential unit in the Condominium. The
Owners shall present the identification cards any time they desire to use the Amenities
and Services and they must otherwise comply with all security and use requirements
established by RDP and/or the Hotel operator for all users of the Amenities and
Services. RDP may require that each of the Owners sign a reasonable release in
connection with their use of the Amenities and Services. Notwithstanding the foregoing,
the operator of the Hotel may temporarily suspend the availability to the Owners of all or
any portion of the Amenities and Services, except for room service and laundry, for up
to three (3) consecutive days at anyone time (but not more than thirty-six (36) days in
the aggregate during any calendar year), provided that: (i) the projected occupancy of
the Hotel on any such day is at least 90%; and (ii) notice of the suspension of such
services is provided to the Owners listed on the most recent roster furnished to RDP
pursuant to subparagraph 0 hereof, at least 24 hours in advance of such time.
B. Neither Jefferson nor any Owner shall have any right to participate
in RDP's decision (or the decision of any hotel manager) to offer (or continue to offer)
any Amenities and Services, to charge fees for the Amenities and Services or the
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amount of any such fees. Furthermore, nothing contained herein shall create any
obligation on RDP to construct, operate and maintain any or all of the Amenities and
Services, which shall be in RDP's sole discretion. Notwithstanding anything to the
contrary herein, (1) any of the Amenities and services which are offered to the general
public will be offered in at least an equal manner to Owners, and no fees or charges will
be imposed on Owners in excess of those imposed on Hotel guests; and (2) no Owner
shall be entitled to maid service or to free or discounted meals (which are not included
in the "room service" portion of the Amenities and Services), parking, transportation or
any other services and amenities commonly made available to guests at the Hotel
(inasmuch as they may be included in, or taken into consideration when determining,
the room rate and not separately charged) ,other than the Amenities and Services,
unless they are also made available on the same basis to other members of the general
public (in which event they shall also be provided on a no less favorable basis to the
Owners. ).
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C. At all times while using the Amenities and Services, each Owner
shall abide by all the rules and regulations goveming the use of the Amenities and
Services as they may be determined from time to time by Hotel. Failure on the part of
any Owner to pay all fees, assessments and charges, or to follow the rules and
regulations, shall result in the immediate suspension of the privileges outlined herein of
such Owner until the Owner's payment or compliance. A second violation of the rules
and regulations shall forever terminate the current Owner's privileges outlined herein
provided, however, that such priVileges will be reinstated for subsequent Owners.
D. For purposes of this paragraph 2, "Owner" shall mean (1) the
individual owner{s) of a residential unit in the Condominium; (2) the Owner's tenants
and temporary guests; (3) stockholders, partners or fiduciaries of a corporation,
partnership or trust, as the case may be, that owns a residential unit in the
Condominium; and (4) any such person's spouse, children, parents and grandchildren.
In no event, however, shall the term "Owner" be deemed to exceed two (2) persons per
bedroom per unit (excluding dens, living rooms, dining rooms, family rooms and the
like). Jefferson shall provide a roster of its Owners to RDP, which shall be updated as
required to reflect any and all changes of Owners, at a minimum on an annual basis, .
commencing on the date the Hotel begins accepting guests and on July 1 of each year
thereafter.
3, Joint Accesswav.
A. RDP agrees to pay for the cost to construct an accessway
(UAccessway") substantially in accordance with the plans attached hereto as Exhibit "D".
RDP will commence construction of the Accessway by no later than November 1, 1999,
will diligently continue with construction thereof without interruption, and will complete
construction of the Accessway within nine (9) months from the date of commencement.
If RDP has not commenced construction or completed construction within the
timeframes set forth herein, Jefferson's sole remedy shall be to draw upon the letter of
credit provided under subparagraph 10G and, RDP, City and any successors-in-interest
thereto, shall at all times continue to have the right in perpetuity to commence and
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complete construction of the Accessway in the manner provided for and subject to the
conditions, approvals and requirements (including, without limitation, the Letter of
Credit) provided in this Agreement, which right shall continue to exist notwithstanding
any defaults hereunder or otherwise. The rights of RDP, City and any successors-in-
interest thereto to construct the Accessway in the manner provided for and subject to
the conditions, approvals and requirements (including, without limitation, the Letter of
Credit) provided in this Agreement is a presently vested right in favor of RDP and the
City upon execution of this Agreement which shall not be terminated for any reason
whatsoever and shall be binding upon the successors and assigns of the parties hereto
in perpetuity. The Accessway will be approximately fourteen (14') feet wide and will join
a proposed ramp ("Ramp") being built by Jefferson on the northern side of the Jefferson
Property with the southern side of the Hotel. RDP also agrees to design and construct
the Accessway in coordination with Jefferson. In this regard, RDP and Jefferson will
cause their design consultants to coordinate with each other their respective designs.
The Plans for the Accessway shall be approved by Jefferson, which approval shall not
be unreasonably withheld or delayed, All costs incurred for maintenance, repair,
replacement and reconstruction of the Accessway, including any personal property
related thereto, shall be paid by RDP unless proceeds of insurance are collected related
thereto as provided below. Costs incurred for maintenance, repair, replacement and
reconstruction of the Ramp, including any personal property related thereto, shall be
paid by Jefferson unless proceeds of insurance are collected related thereto as
provided below. RDP shall be responsible for all permits and approvals and anything
whatsoever related to or required in connection with the Accessway and modifications
to the Ramp related thereto, including without limitation, all governmental approvals and
all costs and expenses related thereto, and reimbursement of Jefferson's out-of-pocket
costs, including legal, architectural and other fees. Jefferson has the right of approval,
which shall not be unreasonably withheld, of the Accessway's location, design and
construction and Plans and any applications for permits relating to the Accessway. and
any other matters on Jefferson's Property. Provided Jefferson consents and approves
the applications for the permits, Jefferson agrees, at no cost or liability to Jefferson, to
reasonably cooperate, and if necessary join in, with the filing of the applications. RDP
will indemnify, defend and hold harmless Jefferson with respect t6" claims, causes,
liabilities, costs and expenses, including attorneys fees, related to the Acces5way, and
any applications Jefferson joins in in connection therewith or as required hereunder.
Each party will indemnify, defend and hold harmless the other party with respect to
claims, causes, liabilities, costs and expenses, including attorneys' and other
professional fees, relating to the use of the Ramp by any truck or in connection with any
deliveries to or from, or trash removal from, the indemnitor's property.
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B. Each party grants to the other, and its guests, invitees, licensees,
employees, contractors, subcontractors and vendors (collectively .Permittees.) a
perpetual, non-exclusive easement for vehicular traffic over and across the Accessway.
Jefferson also grants to RDP, City and their Permittees a perpetual non-exclusive
easement for vehicular traffic over and across that portion of the Ramp which is
necessary for, and which leads to the entrance to, the Accessway. Furthermore, each
party grants to the other and their Permittees such perpetual non-exclusive easements
of ingress and egress over and across the private roads, streets, accessways, loading
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areas and driveways on the RDP Property and the Jefferson Property, as the case may
be, as may be necessary or required to reach and utilize the Ramp and the Accessway
from the public roads serving the Hotel, and Condominium/and Retail portions of the
Jefferson Property, unless otherwise specifically stated elsewhere herein. Jefferson
hereby grants RDP and City a perpetual non-exclusive easement to permit the
existence, location and use of the Accessway as and to the extent contemplated herein
and subject to compliance with all requirements and approvals provided herein. The
easements arising under this subparagraph shall not become operative until a final
Certificate of Occupancy (or other evidence of completion) has been issued for the
Accessway.
C. Jefferson will grant limited reasonable access to its property for the
construction of the Accessway only. RDP must submit a written request for Jefferson's
reasonable approval at least seven (7) business days in advance of the proposed
commencement date, including but not Iimitea to, a schedule of operations to take place
and the time each activity will start and finish. Jefferson will be allowed seven days to
review and respond. If Jefferson fails to respond within seven (7) business days of
receipt of written request, it will be deemed to have approved such request. In no event
shall the construction of the Accessway be allowed to impede, stop or interfere with the
construction or permanent operations of the Jefferson Property and most specifically the
Ramp.
D, Maintenance of the Accessway and the Ramp shall be performed
by Jefferson and RDP so as not to impede operations of each respective facility. In the
event of the failure of either party to maintain or repair the Ramp or the Accessway as
required herein, impedes the operation of the other party's property, and if the party
obligated to perform such maintenance or repair fails to commence such maintenance
or repair within 7 days of receipt of written notice from the other party, or fails to
continue such maintenance and repair with due diligence until completion, the other
party may perform such maintenance or repair at the cost of the non-performing party,
with the cost thereof to be reimbursed within 30 days of receipt of a bill with a copy of
supporting invoices. In the event the failure to maintain or repair constitutes an
emergency, the 7-day period set forth above will be shortened to 3 business days.
E. RDP will not place or permit any items whatsoever, including
without limitation, equipment, trash, refuse or unsightly items, on the Accessway or the
Ramp.
4, Consents. Jefferson and RDP have each obtained the consents to this
Agreement from their respective mortgage lenders, which have agreed to join herein.
RDP and Jefferson represent to each other that there are no other parties required to
consent to or join into this Agreement for it become fully effective.
5. Insurance.
A. Each party will, at its sole cost and expense, maintain
comprehensive general public liability insurance against claims for personal injury or
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death and property damage occasioned by accident occurring upon, in or about the
Accessway and the Ramp such insurance in each case to afford protection to the limit
of not less than $5,000,000 in respect of injury or death to any number of persons
arising out of anyone (1) accident. RDP will also at all times keep the Accessway
insured, at its sole expense, against loss or damage by fire, windstorm, flood, explosion,
damage from vehicles, vandalism and malicious mischief, and such other risks as are
from time to time included in "extended coverage" endorsements available in Dade
County, Florida, and in an amount not less than ninety percent (90%) of its actual full
replacement cost. Jefferson will at all times keep the Ramp insured, at its sole
expense, against loss of damage by fire, windstorm, flood, explosion, damage from
vehicles, vandalism and malicious mischief, and such other risks as are from time to
time included in "extended coverage" endorsements available in Dade County, Florida,
and in an amount not less than 90% of the actual full replacement cost of the Ramp.
B, Except as provided in~ubparagraph C, below, each party will
indemnify and save the other party harmless from and against any and all claims,
actions, damages, liabilities and expense in with loss of life, personal injury or damage
to property, or any of them, occasioned wholly or in part by any act or omission of such
indemnitor and its employees and affiliates, unless the other party is found to be legally
responsible for the injury, loss or damage.
C, No party shall be liable to the other party or to any insurance
company (by way of subrogation or otherwise) insuring the other party for any loss or
damage even though such loss or damage might have been occasioned by the
negligence of such party or its Permittees. However, if by reason of the foregoing
waiver, either party is unable to obtain any such insurance without the payment of an
additional premium therefor, such waiver shall be deemed not to have been made by
such party.
6. Bindina Effect. The restrictions, obligations and easements contained
within this Agreement shall be deemed covenants running with the land and shall be
binding upon, and shall inure to the benefit of all parties to this Agreement and their
respective successors in title. In the case of Jefferson, after recordation of a
Declaration of Condominium affecting the Condominium~ its successor in title with
respect to the Condominium shall be deemed to be the Condominium Association. This
Agreement may be modified, amended, changed or altered only by a written instrument
signed and approved by the parties hereto, their successors in title. Notwithstanding
the foregoing, all rights granted herein to RDP shall immediately inure to the City,
provided however, that the City shall not exercise any such rights during any period
when RDP is doing so and shall withdraw any prior exercise thereof upon the exercise
of such rights by RDP.
7. Recordina. This Agreement shall be recorded in the Public Records of
Dade County, Florida.
8. Default. In the event of a default under this Agreement, and if such default
continues for 30 days after written notice from the non-defaulting party (or in the event
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of an emergency, then such lesser period of time as may be reasonable under the
circumstances} or if the default is of such a nature that it cannot be cured within 30 days
and the defaulting party fails to in good faith commence and diligently pursue, without
interruption until completion, the curing of the default within 30 days, then the non-
defaulting party may exercise any legal and/or equitable remedies (other than
termination of this Agreement), including specific performance, afforded under Florida
law. Notwithstanding the foregoing, in the event of a default by RDP under this
Agreement, Jefferson shall not exercise any of its remedies hereunder unless such
default remains uncured for 60 days after the City has been provided with written notice
from Jefferson setting forth the nature of such default, or if the default is of such a
nature that it cannot be cured within 60 days, unless the City fails to in good faith
commence within sixty (60) days to diligently pursue, without interruption until
completion, the curing of the default. The non-defaulting party shall send a copy of any
notices under this Paragraph to any mortgagee of the defaulting party for which said
party has provided it the mortgagee(s} its name and address, in the manner provided in
paragraph 9. Any such mortgagee shall have the same notice period and opportunity to
cure defaults as is provided to the City. Notwithstanding the foregoing, in the event of
an emergency, any party to this Agreement may take such corrective actions as may be
reasonably necessary, without regard to the above notice and cure provisions, provided
that such party shall notify the other parties thereof as soon thereafter as reasonably
possible.
9. Notices. Any notices required or permitted to be given under this
Agreement shall be delivered by hand, mailed by certified or registered mail, retum
receipt requested, in a postage prepaid envelope, or delivered by a nationally
recognized overnight delivery service, and addressed as described below (or such other
address as may be provided by either party by written notice as provided herein);
notices shall be deemed effective only upon receipt or refusal Of delivery.
Notices to RDP
RDP Royal Palm Hotel Umiled
701 Brickell Avenue, Suite 2040
Miami, FL 33131
Attention: S,P. .Chip. Newell
Telephone: (305) 530-3140
FaCSimile: (305) 530-3145
Copy to
Berman Wolfe & Rennert, P.A.
100 S,E, 2nd Street, Suite 3500
Miami, FL 33131
Attention: Leon J. Wolfe, Esq.
Telephone: (305) Sn-41n
Facsimile: (305) 373-6036
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Notices to Jefferson
Jefferson Plaza Ltd,
2665 S. Bayshore Drive
Suite 302
Coconut Grove, FL 33133
Attn: Jean-Marc Meunier
Ph: (305)858-7749
Fax: (305)859-7579
Copy to
Rubin Baum Levin
2500 1 st Union Financial Center
Miami, FL 33131
Attn: John C. Sumberg
Ph: (305)350-2364
Fax: (305)374-7593
Notices to the City:
~ City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Altn: City Manager
Fax: (305)673-7782
Notices to the Agency:
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Executive Director
Fax: (305)673-7782
Copy to:
Bloom & Minsker
800 Brickell Avenue, Suite 1100
Miami, Florida 33131
Attn: Joel N. Minsker, PA
Ph: (305)371-6800
Fax: (305)371-5760
10. Miscellaneous Provisions.
A. 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 authority
determined, and the remainder of this Agreement shall be construed to be in full force
and effect.
B. Each party has participated fully in the negotiation and preparation
of this Agreement with full benefit of counsel. Accordingly, this Agreement shall be not
more strictly construed against either party.
. C. The captions in this Agreement are for the convenience of
reference only and shall not be deemed to alter any provision of this Agreement.
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D. Any time period provided for in this Agreement which shall end on a
Saturday, Sunday or legal holiday shall extend to 5:00 p.m. of the next full business
day.
E. This Agreement con.stitutes the entire Agreement and the full and
complete understanding of the parties hereto. All prior agreements and understandings,
whether written or oral, are superseded, terminated and of no further force and effect.
No modification of this Agreement shall be effective unless and until executed by the
parties hereto and joined in by the holder(s) of any mortgages of the Jefferson Property
and the RDP Property, which consents shall not be unreasonably withheld.
F. In the event of any litigation hereunder, the prevailing party shall be
entitled to recover all costs, expenses and fees, including attorneys fees through all
appeals.
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G, Notwithstanding anything herein to the contrary, and regardless of
whether the Accessway is ever built, RDP will be responsible for all "Reconstruction
Costs", as hereafter defined. "Reconstruction Costs" shall consist of all reasonable
construction costs, including without limitation soft costs, and fees of consultants such
as architects, attorneys and others related to (1) modification to the Ramp to
accommodate the Accessway prior to the commencement of construction or (2)
reconstructing the Ramp back to its originally designed state and (3) any work related
to the Accessway in connection therewith (throughout this Agreement, this work
regarding the Accessway shall be deemed to be included in any reference to the design
or construction work relating to reconstruction of the Ramp)(all of the foregoing are
collectively referred to as "Reconstructive Work"), RDP shall deliver to Jefferson a sight
draft irrevocable letter of credit (the "Letter of Credit"), issued by an institution
reasonably acceptable to Jefferson by October 24, 1997. The Letter of Credit shall be
in the amount of $100,000, which shall be subject to adjustment as hereafter provided,
shall name Jefferson as the beneficiary and shall provide for draws to be made in Dade
County, Florida, which shall be used in the event that Reconstructive Work is
necessary. The Letter of Credit shall remain outstanding and shall be'renewed until 30
days after the Accessway is completed and a final certificate of completion (or other
appropriate evidence of completion reasonably acceptable to Jefferson) therefor is
obtained. Jefferson shall have the right to draw on the Letter of Credit: (1) if the
Accessway is not commenced by November 1, 1999, or if a final certificate of
completion (or other appropriate evidence of final completion reasonably acceptable to
Jefferson) is not issued within nine (9) months after commencement of construction; or
(2) if at any time the Letter of Credit has less than 30 days remaining prior to its
expiration; or (3) if any governmental rule, regulation order or request or agency
requires Jefferson to perform Reconstructive Work (including if failure to do so would
violate any governmental rule, regulation, request, order or citation) or (4) if RDP fails to
pay any invoice for Reconstructive Work within fifteen (15) days after it is submitted by
Jefferson, In the event Jefferson draws upon the Letter of Credit, any sums in excess of
the Reconstruction Costs shall be promptly returned to RDP, or its successor, as
applicable, and RDP and its successors shall be liable for any such expenses which
exceed the amount of the Letter of Credit. In the event RDP or its successor desires to
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commence construction of the Accessway, after the Letter of Credit has been drawn
down, such party shall furnish a new letter of credit to Jefferson, which shall be the
same in form and substance as the Letter of Credit, and which may be drawn upon if
any of the conditions in subparagraphs (1), (2), (3) or (4) above occur. The Accessway
shall be built at the location shown and in accordance with the Plans, and any revision,
including without limitation, with respect to location, angle, direction, or construction
from that shown in the Plans shall be subject to the prior written consent of Jefferson,
which shall not be unreasonably withheld or delayed. Upon completion of the
Accessway, the Letter of Credit, or any replacement thereof (if not drawn), shall be
returned to party providing such instrument, and in all events such parties shall be
responsible for any excess costs of the Reconstructive Work. The failure of RDP, or
any successor thereof, to deliver the Letter of Credit (or any subsequent letter of credit)
within the time required hereunder shall constitute a default under paragraph 8 hereof,
provided however, notwithstanding anything to the contrary in this Agreement, induding
without limitation, in Section 8, that the time period for curing such default shall be
limited to fifteen (15) days, which time period shall run concurrently for all parties
entitled to cure such default including the City and Mortgagee. In no event shall the
failure to furnish any letter of credit required hereunder allow Jefferson to terminate the
right to construct the Accessway, and Jefferson's sole remedy shall be to construct the
Ramp or restore it to its originally designed state. Notwithstanding anything to the .
contrary herein, Jefferson shall not be obligated to join in any applications for permits,
and no construction shall be commenced with respect to the Accessway, prior to
delivery to Jefferson of the Letter of Credit (or any subsequent letter of credit) (even if
during RDP's, the City's or a lender's cure period). RDP shall furnish Jefferson RDP's
application for a set-back variance along the south boundary and Jefferson shall have
the right to consent, which consent shall not be unreasonably withheld or delayed, and
upon its consent shall join in RDP's application for a set-back variance along its
southern boundary regardless of whether the Letter of Credit has been delivered to
Jefferson if Jefferson has been furnished the set-back application and RDP' has
requested Jefferson's to consent thereto prior to the time the Letter of Credit (or any
subsequent letter of credit) is due hereunder, RDP shall increase the amount of the
Letter of Credit, or provide an additional letter of credit, in form identical to the Letter of
Credit, within fifteen (15) days after receipt from RDP of a revised estimate of the cost of
the Reconstructive Work. Jefferson's revised estimate of the cost of the Reconstructive
Work shall be the total of the following (1) the actual invoices submitted to Jefferson for
the initial redesign of the Ramp to accommodate the Accessway pursuant to this
Agreement; (2) the reasonable estimates from Jefferson's contractor of the cost of the
modifications to the Ramp to accommodate the Accessway pursuant to this Agreement;
(3) the reasonable estimates of Jefferson of the cost of any future redesign of the"Ramp
to its originally designed state; (4) the reasonable estimates of Jefferson of the
Reconstruction Costs required to construct the Ramp to its originally designed state
and work relating to the Accessway in connection therewith.
H. The Accessway shall be designed and constructed by RDP so as to
collect, route and process all storm water runoff from the Accessway including but not
limited to the water run off that will come from the Ramp over the point where the
concrete slabs of the Ramp and Accessway are joined or abut together. The storm
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water runoff on the Accessway shall not discharge into the Ramp. RDP and Jefferson
agree to coordinate and cooperate to obtain the necessary calculations from Coastal
Systems International to confirm that the additional water runoff from the Ramp can be
accommodated by the Accessway and the costs for any new engineering by Coastal
Systems International will be bome by RDP.
I. Jefferson's . structural engineer has designed the Ramp to
accommodate a 250 pounds per square foot live load, RDP must design and construct
the Accessway as mutually agreed to by RDP's and Jefferson's consultants, without use
of the support "haunches" in the Ramp. RDP will be responsible for any costs relating
to redesign, construction, reconstruction or modification of the Ramp if the 250 P.S.F.
live load is not sufficient for the Accessway. Jefferson is not obligated to change the
live load requirements of the Ramp to accommodate the Accessway.
J. RDP and Jefferson agree to coordinate striping and vehicular
signage on the Ramp and Accessway and each party shall install and maintain (and
bear the cost of) such striping and signage on such party's respective property as
required by law,
K. RDP and Jefferson agree to coordinate with each other, and if
necessary, adopt such rules and regulations regarding the use of the Ramp and
Accessway as shall be necessary to ensure the continued and unimpeded use of the
Ramp and Accessway for their respective intended purposes, including, but not limited
to the following: (1) hotel employees shall not walk on the Ramp for access to the
employee entrance; and (2) delivery vehicles to the Hotel shall not block or park or
stand on the Ramp or residential garage entrance of the Condominium and delivery
vehicles to the Condominium shall not block or park or stand on the Accessway or the
Hotel's loading or trash dock entrance. With respect to (2), above, RDP shall have an
initial forty-five day move-in period after the Hotel has received a certificate of
occupancy within which oversized delivery vehicles may drive over but not park on the
Ramp, provided same do not unreasonably or significantly interfere with the use of the
Ramp for its intended purpose by Jefferson, condominium owners, retail tenants or the
guests, invitees, licensees, employees, contractors or subcontractor~ and vendors of
any of the foregoing for its intended purpose, RDP will have deliveries only at the times
permitted pursuant to the delivery schedule attached (as Exhibit "E"). RDP agrees to
reasonably cooperate with Jefferson in amending the schedule in the Mure when the
most efficient schedule of delivery times is determined by the manager's of the
Condominium and Retail portions of the Jefferson Property.
L. Notwithstanding any of the terms of this Agreement to the contrary,
in the event the ability of any party hereto to perform any of its obligations hereunder is
prevented or delayed by reason of strikes, lockouts, sit-downs, material or labor
restrictions by any governmental authority, unusual transportation delays, riots, floods,
washouts, explosions, earthquakes, fire, storms, unusual weather (including wet
grounds or inclement weather which prevents construction), acts of the public enemy,
wars, insurrections and any other cause not reasonably within the control of such party,
and which by the exercise of due diligence such party is unable, wholly or in part, to
prevent or overcome such delay (any of which is deemed a "Force Majeure Event"),
then the deadline by which such party must perform such obligation shall be extended
-11-
l
,
m:\8\70nl \67
for a number of days equal to the number of days of delay in performance caused by
the Force Majeure Event.
M, Each party agrees to provide the other party an estoppel letter
certifying whether or not any money is owed hereunder pursuant to Paragraph 3.D. and
whether or not, to the best of the certifying party's knowledge, the other party is in
breach of any of its obligations hereunder.
N. Each party agrees to execute any documents reasonably
necessary to carry out the purposes of this Agreement provided same shall be at no
cost or liability to said party.
IN WITNESS WHEREOF, RDP and Jefferson have executed this Agreement as
of the date indicated above. .
WITNESS:
~.,~(].~
Print Name:,(~ #J~
~Q-~fOL--
rint Name:~)(ArJ:bt:L +-. -rkK-MeS
RDP ROYAL PALM HOTEL LIMITED
PARTNERSHIP, a Florida limited partnership
By:
Corporation I, a Florida
JEFFERSON PLAZA, L TD" a Florida limited
partnership,
~BY:
(, .~~ r
Jefferson Plaza Management L.C.,
a Florida limited liability company
~
,
BY~~ \L \'l.... ;:~
Its. " ~
,\~.
MIA.(~ BEACH R ,:': ~. '1f<!~' I:>:,
f\ ".<V' '''f''
By; \ 0" <.:, ,'\,1. l ,..-.-1 ....
Print Name: ~ /S (; mo elber, Chairman l ~(~Y';c,j:'~'/~ )
~~,"'fAe"W:TTEO\l, y ~n\~2.?f{:C\i,,"~;}
By: \l..1''MNCJ 1-~......,.,
Robert Parcher, Secretary
-12-
\.
i~t'8IroCII68
for a number of days equal to the number of days of delay in performance caused by
the Force Majeure Event.
M, Each party agrees to provide the other party an estoppel letter
certifying whether or not any money is owed hereunder pursuant to Paragraph 3.0. and
whether or not, to the best of the certifying party's knowledge, the other party is in
breach of any of its obligations hereunder.
N. Each party agrees to execute any documents reasonably
necessary to carry out the purposes of this Agreement provided same shall be at no
cost or liability to said party.
IN WITNESS WHEREOF, RDP and Jefferson have executed this Agreement as
of the date indicated above. ~
WITNESS:
Print Name:
Print Name:
/'
p' Na . 1> ~ . v /
flt~o ~~AW
Print Name:
Print Name:
~
RDP ROYAL PALM HOTEL LIMITED
PARTNERSHIP, a Florida limited partnership
By: PADC Hospitality Corporation I, a Florida
corporation
By
Its:
Print Name
JEFFERSON PLAZA, LTD., a Florida limited
partnership,
By:
Jefferson Plaza Management L.C.,
a Florida limited liability company
BY~ ~ S1.,.
Its: 4 . "T"
MIAMI BEACH REDEVELOPMENT AGENCY
By:
Seymour Gelber, Chairman
ATTEST:
By:
Robert Parcher, Secretary
-12- :
~".~
rint Name:
~~ ATTEST:
rint ame:~ !f:.xlWlJPf z. 17\ct+M~
By:
."~",,,~"H\ l:_~<;-~;i".-"
. 'r' \ l .., .
FC~:~~~\~;>
.....,. '1' f...... ..... . .".
\:'.\~: ;:{-;'~_-/~ . ,-~:~ t,~'._. "
':, ._...,~ ~ "
.
Bl~: J 817or~ 1169
~
& FOR SCECUfION
_1<.' if>tk>
STATE OF FLORIDA
)
) SS:
COUNTY OF DAOE )
1J~-1J":""}~he foregoing instrument was acknowledged before me this <:XI JT day of
U~ ,1997, by (t. DoNoho/€. f#e.h!fc. , as PfaidwT of
PAOC HOSPITALITY CORPORATION I, a Florida corporation, as general partner of
RDP ROYAL PALM HOTEL L1MITEO PARTNERSHIP, a Florida limited partnership, on
behalf of said limited partnership, He/She is personally known to me or has produced a
State of Ftoridv.- driver's license as identification.
.
Sign Name:~,.lp4"'''~
Print Name: ~6tA-.U ~O{)t'Mhl D
. ARY UBLlC '
My Commission Expires:
Serial Number, if any:
[NOTARIAL SEAL]
IJL1JAN BEAlJCtIAMP
NOl'ARY PUBLIC STATIl OF I'LOItIDA
COMMI58ION NO, CC347882
MY COMMISSION EXP, FIlS. 13.1998
STATE OF FLORIDA
)
)SS:
COUNTY OF DAOE )
/"\ The foregoing instrument was acknowledg~d before n;e}his ;20+}., day of
uc.J-ob<.r- ,1997, by J'cAj.}-Hfl~e... I-fttJvlt~as ,....,tT.u,q~ of
JEFFERSON PLAZA MANAGEMENT L.C., a Florida limited Iiabili y company, as
general partner of JEFFERSON PLAZA, L TO., a Florida limited partnership, on behalf of
said limited partnership. He/She is oersonallY known to me or has produced a State of
driver's license as identification. .
SignName:~<b'~Q. ~-~
Print Name: Ha..ri c...; . 2om'/It!. - Ibo.."o?Z...
NOTARY PUBLIC
~ MARIA A. ZORIlILLMSAHEZ
W., .. MY_,CC_"
, ! EXPIRES: Aj1r1122, 2IlO1
_1IlnI-,__
-13-
l
Brt~ 18 r7or~ 1170
CITY OF MIAMI BEACH
By:
Seymour Gelber. Mayor
Print Name:
ATTEST:
Print Name:
By:
Robert Parcher. Secretary
.
STATE OF FLORIDA
COUNTY OF DADE
)
)ss:
)
The foregoing instrument was acknowledged before me this day of
. 1997. by . as of
PADC HOSPITALITY CORPORATION I. a Florida corporation. as general partner of
RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP. a Florida limited partnership. on
behalf of said limited partnership. He/She is personally known to me or has produced a
State of driver's license as identification.
Sign Name:
Print Name:
NOTARY PUBLIC
[NOTARIAL SEAL]
My Commission Expires:
Serial Number. if any:
STATE OF FLORIDA
COUNTY OF DADE
)
)SS:
)
d, The foregoing instrument was acknowledged before me this .;2..011} day of
() okr .1997. by 7tAiJ-HPtp.c. Hf:.tJJJIE:e.... as Hf)JJn(p~p- of
JEFFERSON PLAZA MANAGEMENT L.C,. a Florida limited liability company. as
general partner of JEFFERSON PLAZA. LTD., a Florida limited partnership. on behalf of
said limited partnership. He/She is personally known to me or has produced a State of
driver's license as identification.
Sign Name: '7>>~uaJO -i;:uU,- -~
Print Name: Hti.ri(L, A. Ii / fA - Xb;:Wez-
NOTARY PUBLIC
(C MAlIA'" ZilMIW-IBNlEZ
. MY COIIMII8I111UCC_ll
~ ElCPIlE8: ~ 22. 211111
_11lIU1loIIIJ-~
-13-
'-
"
en: /8 , 70re I J 7 J
My Commission Expires:
Serial Number, if any:
[NOTARIAL SEAL]
STATE OF FLORIDA
)
) SS:
COUNTY OF DADE )
-
The foregoing instrument was acknowledged before me this ";;1 sf day of
. ,1997, by Seymour Gelber, as Chairman and Robert Parcher, as
ecretary of MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and
politic on behalf of such pl,lblic body. They are personally known to me or have
produced a State of Florid fI.J driver's license as identification.
SignName:~~~ '"
Print 'Name: -' ~ '
NOTARY PUBLIC
I !AL NOTARY S A
ULUAN BEAUCHAMP
NOTARY PUBLIC STATE OF FLORIDA
COMMISSION NO. CC347882
MY COMMI5Sl0N EXP. FEB. 13,1998
[NOTARIAL SEAL]
My Commission Expires:
Serial Number, if any:
io...-.
-14-
..
. .t-,'.
..-
. Hf~: f 8170r~ 1172
STATE OF FLORIDA
)
) ss:
COUNTY OF DADE)
The foregoing instrument was acknowledged before me this ;)/&.,..- day of
~TJJJ , ,1997, by Seymour Gelber, as Mayor and Robert Parcher, as City
erk of THE CITY OF MIAMI BEACH, a municipal corporation of the State of Florida,
on behalf of such municipal corporation. They are personally known to me or have
produced a State of FloH rip-- driver's license as identification.
Si~n Name: 6J~ /J .~:~~
Pnnt Name: I ' J
NOTARY PUBLIC
My Commission Expires:
Serial Number, if any:
N <UY L
I.ILUAN BEAUCMAMP
NOrARYPUJUCSl'ATIi OF FLORIDA
COMMRION NO. CC347B82
MY COMM BXP. PEB. 13.1998
[NOTARIAL SEAL]
CONSENTS AND JOINDERS
The undersigned, as mortgage lenders to JEFFERSON and RDP, respectively, hereby
consent to and join in the foregoing Reciprocal Access, Use, Development and
Easement Agreement.
Jefferson's Mortgage Lender:
OCEAN BANK ~
By:
Its: v IC.~
STATE OF FLORIDA )
) SS:
COUNTY OF DADE )
tl..,q._LT_~e foregoing instru.s;ent was ACknOWledged befo~iJm. e t~ D1D day of
~, 1997, by fl(;i! L LVAu'4.- , as 7-Cr- ~c,rDFJ.)r of
OCEAN BANK, a , on behalf of said
. He/She is personally known to me or has produced a State
driv.', "e.,,,... ;dernlfi"""on. . ~
Sign Name:~ ~
Print Name: ( .
Y PUBLIC
of
My Commission Expires:
Serial Number, if any:
MARY,:N CO,:;E,O
NO.cry PUOlic . S~c:e ~f Fiorida
My COI:ln'"ission Expires ';-.;124. 2001
Comrr.;ssicn :: CC66~255
[NOTARIAL SEAL]
-15-
..
.. . .
8ft: 18170PC r r 73
EXHIBIT LIST
Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
Legal Description of RDP Property (First Whereas Clause)
Legal Description of Jefferson Property (Second Whereas Clause)
Plans for RDP's Development (Paragraph 1)
Accessway Plans (Paragraph 3.A.)
Delivery Schedule (Paragraph 10.K.)
.
-1~-
I.
/
,
frkl8'17QrCl'11.
~
Legal Description
Parcel I (Royal Palm Hotel site)
The Soyth 12.65 feet of Lots 7 and 14, 0/1 of Lots 6 and 15, and the North 10 feet
of Lot~ 5 and 16. 01/ in Block 56, FISHER'S FIRST SUBDIVISION OF ALTON BEACH,
according to the Plat thereof, as recorded in Plat Book 2, Page' 77, Public Records of
Dade County, Florid?, together wit~ that certain parcel of land lying East and adjacent
to the above described parcel, saId parcel bounded on the South by the South line
of the .:above .described parcel extended Easterly; bounded on the North by the North
line of the above described parcel extended Easterly; bounded on the East by the
Erosion Control Line of the Atlantic Ocean and bounded on the West by the East line
of the above mentioned Block 56; said lands containing 0.9941 acres more or less.
I
I
I\,.
EXHIBIT "All
--- . ..
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/ . .
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/ ::0)::" C !:!l 0- .... U)~ \) co 0 '~
Q ,:::::: .., 0 '-e ::r- 0 ~. c: S!::J ::J'
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~.g 1b" .... s: :;:tQ ~ ~ I
~::::Q€ l!10;t::r-~
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N CD ~ s: ::J' ~ Cll 0 -.. s: '
t!1~ (;) I;) Cll C'l 0 0 .
...,~ S:o 0 a. g -...;:.
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0: QC)O::J-oo::JEro ~
C)Cll ClO...,lil.s.....1Q .
, -.0-
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oS'::r-o-o~o en ~
0 ~ClenOCllQ Q,..,.
00- CD -I:) ,<::J lS-S::J C":l
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~ a~o-Cl)"'" 11l0-"5'
~ '0 ....~ ...
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1:)' a- ~QCll~,.,.c:Q':-J~ ~i\)
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Cll .....CIl Cll 0 ::r- R.
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:r,lCl C)- ::.; Cl IQ
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"~I t) t:r!J1~ 14 Q Q;ljb'~
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o' ::J c:~. ~ to tJ)lri";..~
:-, ....::J Cll o ""i.....
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t~
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~"'1 Cltll::JQQ....,,'J""o.
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tJ) ~o-::r-O'-e::J.."r-Cll
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EXHIB!T tlAII
~""'l!\I".'>.
-J~~"''''::,:;,~~:
'0.
. . ..
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',- -...... ....::... .
.... ,
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'.. ".1'"
EXHIBIT B
m:1817or~1176
.. .
AI/ or LOI, 1,2. J. 11, 19, 20: lad Ih. Soulb In oC LOll ~ and 1',11110 Block~. oC
FISHER'S F[RST SVBDMSION OF ALTON BEACH, Iccordlollo Ibe pile
Iber.o(, Ll r.corded 10 P'al Book 2, ae PI,e 77, orlh. Public Record, o(Old. COIIDI')',
~~~ "
-AND-
A parcel or Iud IdJlclae 10 IDd Imm.dlllely II" or ebe Ibove dllcrlbed IlDd. eDd'
more plnlcllllrly d..erlbed u ColloM'
IMalnDlo,le Ibe S.l. corDer or Illd Lae I, B'ock 56. or "nSHER'S SUBDMSION
OF ALTON BEAca"; ebeace Nonb 7" J5' 20" Eue I'oa, tbl lueerly 110. orelld
Block 56 ror I d"taac. or 177.47 reet eo lb. NOJlb.ae cotll.r 01 lb. Soutb 1/2 or.lld
Lot 4, Block 561 ebeac. Noreb 81" 00' 23ft Eut Il0DI ebe Eueerly lIe.lllloD or 11'1
Nonb Ila. or'lld Soutb In olLoe 4 for I dllllilel of19U' r..e 10 I polal 01 IlIal'
kIIo"'a at lbe ero.loD CODlro' LI.. AI reeorded.la PilI BllOk 105. Ie PI.I 82, orelJI
Publ/c Recordl of Did. Coualy, F1orldl; tbncI Soulb 3" 2" 45" Will Iloollild
ErollDD Coalro' Llol 1110 kDoWII AI 'b. Bulkbced UI. a dllcrlbed la ordlDlac. No.
8$6, SectfoD 1. of lb. C'Iy orMlIID' Belcb, recorded la Pile Book'4 It Pal' 4,!lr lb.
Public Record. ornld. Coualy, "orldl' for I dl,lIac. or 175.78 r..,; IbloCl Soueb
88" DO' 21" Wele IJool tbl Eutlrly nllDllolI or eb. Soueb liD' or.,ld Lae 1. Block
56, ror 201.14 rei I 10 lb. Polot or B'lloolal, lylD, lad bela. ID ebe CIIy or MlllOl
Beub, Dlde COUOI')', Floridl.
... ~ . .
Dwg. No.
C-QI
C-02
LI-I
LP-I
LL-l
LH-I
AO.IO
A1.0I
A1.02
A1.03
Al.04
A1.0S
AS.OI
AS.02
AS.OJ
A5.04
AS.OS
c.c
\.
Bf~: 18170P~ 1177
~
Gracrmg and Drainage Plan
Utility Services Plan
Irrigation Plan and Details
Planting Plan
Lighting Plan
Paving Plan
Site Plan
Parking Level
Ground Level
Second Level
Third Level
Founh Level
Building Elevations
Shorecrest North Elevation
Shorecrest South Elevation
Royal Palm North Elevation
Royal Palm South Elevation
EX8mrr C
fLANS'
.
Latest Date
6/26/97
6/26/97
8/25/97
8125/97
8/25/97
S/2S197
8/25/97
8/25/97
8/25/97
8125/97
8/25/97
S/25/97
8/25/97
8/25/97
8125/97
8/25/97
8/25/97
, ,
orr'l B 170p~ 1178
R[C,
~
.
.
EXHIBIT C-2
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Off'18170?~ 1179
AEC. EXHIBIT C-l
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~f~: 18170PC 1181
EXHIBIT "E"
DELIVERY SCHEDULE
TO BE AGREED UPON BY JEFFERSON, RDP AND THE CITY
~
\.
~.. OfFICIAl. RECORD" IlOO'
~ DADE OQUIIJ'Y. Fl."""",.
1lIiClOIlD_
HARvEY RUVlN. ..'
ClUIIIlC 1l/IWfl/f' /l1'l1l"T