2018-30647 Resolution RESOLUTION NO.' 2018-30647
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,
TO CONSIDER APPROVAL, FOLLOWING SECOND READING/PUBLIC HEARING, OF A
DEVELOPMENT AGREEMENT, AS AUTHORIZED UNDER SECTION 118-4 OF THE CITY
CODE, AND SECTIONS 163.3220 — 163.3243, FLORIDA STATUTES, BETWEEN THE CITY
AND SOUTH BEACH HEIGHTS I, LLC, 500 ALTON ROAD VENTURES, LLC, 1220 SIXTH,
LLC, AND KGM EQUITIES, LLC (COLLECTIVELY, THE "DEVELOPER"), WHICH
DEVELOPMENT AGREEMENT: (1) DELINEATES THE CONDITIONS FOR THE
DEVELOPMENT OF THE PROPERTIES LOCATED AT 500 ALTON ROAD, 630 ALTON
ROAD, 650 ALTON ROAD, 1220 6TH STREET, 659 WEST AVENUE, 701 WEST AVENUE, 703
WEST AVENUE, 711 WEST AVENUE, 721 WEST AVENUE, 723 WEST AVENUE, 727 WEST
AVENUE, AND 737 WEST AVENUE (COLLECTIVELY, THE "DEVELOPMENT SITE"), WITH
SUCH DEVELOPMENT SITE LIMITED TO A MAXIMUM FLOOR AREA OF 571,000 SQUARE
FEET (OF WHICH THERE SHALL BE A MAXIMUM OF 15,000 SQUARE FEET OF RETAIL),
WITH ANY TOWER CONSTRUCTED THEREON TO BE LOCATED WITHIN THE NORTHEAST
QUADRANT OF THE 500 BLOCK OF ALTON ROAD, LIMITED TO UP TO 519 FEET IN
HEIGHT, AND WITH UP TO 410 UNITS; (2) MEMORIALIZES THE CONDITIONS FOR
VACATING THE CITY'S RIGHT OF WAY AT 6TH STREET, BETWEEN ALTON ROAD AND
WEST AVENUE ("CITY PARCEL" OR "CITY RIGHT-OF-WAY"); (3) GRANTS TO THE CITY
A PERPETUAL ROADWAY EASEMENT ACROSS THE VACATED CITY PARCEL FOR
UTILITIES AND PUBLIC VEHICULAR AND PEDESTRIAN USE AND ACCESS; (4) PROVIDES
FOR THE DEVELOPER'S DESIGN, PERMITTING, CONSTRUCTION AND CONVEYANCE TO
THE CITY OF A WORLD CLASS PUBLIC CITY PARK OF AT LEAST 3.0 ACRES WITHIN THE
DEVELOPMENT SITE, WITH SUCH CITY PARK TO BE OWNED AND MAINTAINED BY THE
CITY FOR PUBLIC PURPOSES; (5) PROVIDES FOR OTHER TERMS, INCLUDING,WITHOUT
LIMITATION, DEVELOPER'S CONVEYANCE TO THE CITY OF A PERPETUAL ROADWAY
EASEMENT OF AN UP TO 10 FOOT-WIDE STRIP OF LAND WITHIN THE DEVELOPMENT
SITE FOR AN ADDITIONAL LANE ON 5TH STREET, BETWEEN ALTON ROAD AND WEST
AVENUE, FOR UTILITIES AND PUBLIC VEHICULAR AND PEDESTRIAN USE; AND(5)WITH
THE FOREGOING SUBJECT TO AND CONTINGENT UPON DEVELOPER'S SATISFACTION
OF THE CONDITIONS SET FORTH IN THE DEVELOPMENT AGREEMENT, THE CITY
COMMISSION'S VACATION OF 6TH STREET, AND ENACTMENT OF CERTAIN
AMENDMENTS TO THE CITY'S COMPREHENSIVE PLAN AND LAND DEVELOPMENT
REGULATIONS, ALL AT THE CITY COMMISSION'S SOLE DISCRETION.
WHEREAS, the City holds a right of way dedication to a fifty (50) foot wide right-of-way,
known as 6th Street, running from West Avenue to Alton Road, as set forth in Exhibit "A" to the
Commission Memorandum accompanying this Resolution, consisting of approximately 12, 719.3
square feet in total lot area, as shown on (a) the Amended Plat of the Fleetwood Subdivision,
recorded in Plat Book 28, page 34 of the Public Records of Miami-Dade County (the "Fleetwood
Plat")and (b)the Amended Plat of Aquarium Site, recorded in Plat Book 21, Page 83 of the Public
Records of Miami-Dade County, and approved by the City (the "City Right-of-Way" or "City
Parcel"); and
WHEREAS, South Beach Heights I, LLC, 500 Alton Road Ventures, LLC, 1220 Sixth,
LLC, and KGM Equities, LLC (collectively, the "Developer") owns the property to the south of,
north of, and abutting, the City Right-of-Way; which parcels are known as 500 Alton Road, 630
Alton Road, 650 Alton Road, 1220 6th Street, 659 West Avenue, 701 West Avenue, 703 West
Avenue, 711 West Avenue, 721 West Avenue, 723 West Avenue, 727 West Avenue and 737
West Avenue (the "Development Site");
WHEREAS, Developer wishes to develop the Development Site as a mixed-use
residential and commercial development(collectively, the "Project") pursuant to a Florida Statute
Chapter 163 development agreement between the City and the Developers (the "Development
Agreement"), which, among other terms, shall require the Developer to construct and convey to
the City a completed, world-class park, consisting of a minimum of 3.0 acres; and
WHEREAS,the Developer wishes to obtain ownership of the City Right-of-Way,to provide
a unified development site with respect to the proposed Project on the Development Site; and
WHEREAS, two of the Developer entities (500 Alton Road Ventures, LLC and 1220 Sixth,
LLC) are the owners of the property abutting the south side of 6th Street; and a third of the
Developers, South Beach Heights I, LLC, is the owner of the property abutting the north side of
6th Street (collectively these three entities shall be the "Applicants"); and
WHEREAS, in conjunction with the proposed Project, the Applicants have requested that
the City vacate the City Right-of-Way, and have submitted their application to the City's Public
Works Department with respect thereto; and
WHEREAS, on July 27, 2018, the Finance and Citywide Projects Committee reviewed the
proposed vacation, and recommended a term sheet, which term sheet has served as the basis
for the negotiation of the Development Agreement; and
WHEREAS, the term sheet outlined three major components that must be implemented
in order for the Project to proceed, including (1) the vacation of the City Right-of-Way; (2) the
Development Agreement, specifying with the terms and conditions for the development of the
Project; and (3) amendments to the City's Comprehensive Plan and Land Development
Regulations';
WHEREAS, pursuant to the requirements of Section 1.03(b)(4) of the City Charter, the
Planning Board, at its October 23, 2018 meeting, approved the proposed vacation by a 7-0 vote;
and
WHEREAS, on November 14, 2018, the Mayor and City Commission conducted the
first reading of the title of the agenda item with respect to the proposed vacation of the City
Right-of-Way; and
WHEREAS, on November 14, 2018, the Mayor and City Commission conducted a
public hearing and considered, on first reading, the proposed Development Agreement; and
WHEREAS, in addition to the vacation of the City Right-of-Way, and as a condition
thereto, the proposed Development Agreement contemplates that the City Commission will
approve certain amendments to the City's Comprehensive Plan and Land Development
Regulations; and
1 On October 17,2018,the Mayor and City Commission adopted Resolution No.2018-30555,sponsored by
Commissioner Mark Samuelian,to specify that the foregoing major components for the Project would"travel"
together and be considered by the City Commission on the same date(s).
WHEREAS, on November 14, 2018, the Mayor and City Commission considered, on
first reading, companion agenda items, with the proposed amendments to the City's
Comprehensive Plan and Land Development Regulations, to: (a) amend the Comprehensive
Plan to change the designation of those portions of the Development Site designated within the
CPS-2 District and RM-2 District to the CD-2 District designation; (b) amend the City's Land
Development Regulations to rezone those portions of the Development Site in the CPS-2
District and RM-2 District to the CD-2 District; and (c) amend the City's Land Development
Regulations to authorize up to 519 feet in height for a tower within the CD-2 District; and (d)
regulate uses, among other terms (collectively, the "LDR Amendments"); and
WHEREAS, Sections 163.3220 — 163.3243, Florida Statutes, and Section 118-4 of the
City's Code require two public hearings for a Development Agreement; and
WHEREAS, the Administration and Developer have negotiated the Development
Agreement, a copy of which is attached hereto as Exhibit "3" to the Commission Memorandum
accompanying this Resolution; and
WHEREAS, the Development Agreement provides, among other provisions, the following
terms and conditions:
• Developer shall convey to the City that portion of the Development Site consisting of a
minimum of 3.0 acres, in fee simple, by special warranty deed (the "Park Site"), on which
the Developer shall design, permit and construct, at its sole cost and expense, a public
City park (the "Park") based upon the Park Concept Plan approved by the City
Commission and incorporated as an exhibit to the Development Agreement, and which
Park, once completed, will be owned, maintained, and programmed by the City for public
purposes; and
• Developer shall develop the Project in accordance with the City's Land Development
Regulations and the limitations set forth in the Development Agreement with respect to
the Project, including, without limitation, the following conditions:
o any tower built on the Development Site would be located within the northeast
quadrant of the 500 Block of Alton Road, and with a height not-to-exceed 519 feet
to the top of the roof, and with a floor plate of any residential floor within the tower
not-to-exceed 13,800 square feet of floor area ratio; and
o the tower will contain up to 410 units(including multi-family residential units,single-
family detached units, townhomes, condominiums, and apartments), ), with up to
a total of nine (9) or three percent(3%) of such units, whichever is less, consisting
of"Amenity Guest Apartment Units" available only to owners/residents of the 410
unit residential building (and their guests), and further providing that except with
respect to the Amenity Guest Apartment Units, any agreements for the rental,
lease, use or occupancy of residential units within the Development Site for
periods of less than thirty(30) days shall be expressly prohibited;
o the Project may include up to 15,000 square feet of retail uses; and
o no parking, whether surface or underground, will be constructed on any part of the
Park Site.
• In order to permit the Project to proceed as a unified development site, the City shall
convey to the Developer by quit claim deed, the City Parcel pursuant to and subject to the
terms of the Vacation Resolution to 500 Alton Road Ventures, 1220 Sixth, LLC, and South
Beach Heights I, LLC, as the abutting property owners to 6th Street; and
• Simultaneous with the City's conveyance to the Developer of the' City Parcel, the
Developer shall grant to the City a perpetual, non-revocable utility, roadway and
pedestrian access easement against the City Parcel, to provide a through street on 6th
Street for public vehicular and pedestrian use and access (the "6th Street Easement"),
which 6th Street Easement will provide that the City will be responsible for the
maintenance, repair, safety and security of 6th Street and all improvements thereon, and
which shall reserve to the Developer the right to construct a pathway and related
improvements not less than 15 feet above the surface of 6th Street as part of the Project;
and
• Developer shall design and construct, at the Developer's cost and expense, an elevated
terminus/platform to serve as the launching site for the City's future development of a
public pedestrian path and bridge connecting the baywalk south of 5th Street across 5th
Street onto the Development Site. Developer shall grant to the City access easements
related thereto, including a "Pedestrian Pathway Easement" for a pedestrian path within
the Development Site, and a separate "West Avenue Sidewalk Easement"for pedestrian
and bicycle use along West Avenue, between 5th Street and 6th Street; and
• Developer shall grant to the City a perpetual, non-revocable roadway easement against
an up to 10 foot wide strip of land located within the Development Site, to provide an
additional lane on 5th Street from Interstate 395 (the "5th Street Easement") for public
vehicular and pedestrian use and access, which 5th Street Easement will provide that if
the City develops an additional lane on 5th Street, the City will be responsible for the
design, construction, maintenance, repair, safety and security of the 5th Street lane and
all improvements thereon; and
• Developer shall complete, or cause to be completed, the construction of the unfinished
baywaiks along 1000 West Avenue (Mirador 1000 Condo), 1100 West Avenue (Mondrian
Hotel), and 1200 West Avenue (Mirador 1200 Condo) (collectively, the "Baywalks")
subject to City's obtaining the permits and necessary consents for the Baywalks, and
City's payment to the Developer for construction work completed on the Baywalks, in the
amount not-to-exceed$762,682.58, less expenses incurred by the City related to securing
the permits thereof; and
• Developer will demolish the existing South Shore Hospital building within six (6) months
following the earlier of: (i) six (6) months following the City Commission's adoption of a
proposed Ordinance amending Section 142-306 of the Land Development Regulations of
the City Code, to allow for the reconstruction of a building that is non-conforming as to
height in the CD-2 district; or (ii) six months following the Project Zoning Approval and
Park Zoning Approval, and the applicable appeal periods thereof or, in the event an appeal
is filed, the resolution of any such appeal; and
• The closing, whereby City conveys the City Parcel to the Developer, and Developer
simultaneously conveys the Park Site to the City, as well as all easements and other
agreements required by the Development Agreement ("Closing"), shall occur not later
than four (4) years following the Effective Date, and provided that Developer has
completed the construction of Phase 1 of the Park Project(as described more fully below)
and satisfied the environmental contingencies; and
• The Developer shall apply for a phased Building Permit for the Project, the first phase of
which may include either the commercial or the residential component of the Project, or
both the commercial and the residential components of the Project (the "Initial Building
Permit"), within six (6) months after the Closing, provided, however, that the City will not
issue a Building Permit for the residential component of the Project until the Closing; and
• Developer shall complete the construction of the Park Project in three (3) phases, as
follows:
(1) completion of Phase 1 of the Park Project within the earlier of: (i) eighteen (18)
months following the Park Zoning Approval and the expiration of all appeal periods,
or (ii) forty-eight (48) months from the Effective Date of the Development
Agreement;
(2) completion of Phase 2 of the Park Project within forty-eight (48) months
following the initial Building Permit for the Project (which initial Building Permit
must be applied for not later than six (6) months following the Closing); and
(3) completion of Phase 3 of the Park Project within eight (8) years following the
Effective Date; and
• To facilitate the phased delivery of the Park Project, City agrees to (1) the closure of 6th
Street for construction staging and laydown, for a period of thirty (30) months,
commencing with the issuance of the Building Permit for the residential components of
the Project, and (2) payment in the not-to-exceed of $600,000 to cover the costs of City
Parking Department monthly parking passes for up to 200 parking spaces at the Alton &
5th Parking Garage, for use by Developer's construction contractors and personnel; and
• City will not issue a temporary certificate of occupancy("TCO")or certificate of occupancy
("CO") for the residential component of the Project until Developer has completed the
construction of the entire Park Project and satisfied its obligations to the City under the
Development Agreement, and City shall not issue a TCO or CO for the commercial
components of the Project until Phase 1 and Phase 2 of the Park Project are completed;
and
• Developer may withdraw the Project Zoning Applications and Park Zoning Applications
and terminate the Development Agreement if the City Commission does not adopt
amendments to the Land Development Regulations to waive zoning application fees for
the Project and the Park, or to permit previously paid impact fees and TCMA contributions
in connection with prior improvements constructed on the Property to be used, credited
and applied for and against the impact fees and TCMA contributions that are otherwise
due and payable for the Project and Park Project; and
• As security for Developer's obligations to deliver to the City a completed and constructed
Park, Developer shall deliver to the City, either (1) an agreement with the Developer's
lender to fund the then remaining Park construction amount directly to the City in the event
the Developer defaults on its obligations; or (2) a letter of credit in favor of the City, in an
amount equal to the Park construction amount (based on the guaranteed maximum price
contract for the construction of the Park), which would permit City to draw on the funds,
and complete the construction of the Park, in the event the Developer fails to do so; and
WHEREAS, for the reasons as outlined in the Commission Memorandum accompanying
this Resolution, the Administration recommends approval of the Development Agreement.
NOW THEREFORE BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve, following second reading/public hearing, of a Development
Agreement, as authorized under Section 118-4 of the City Code, and Sections 163.3220 —
163.3243, Florida Statutes, between the City and South Beach Heights I, LLC, 500 Alton Road
Ventures, LLC, 1220 Sixth, LLC, and KGM Equities, LLC (collectively, the "Developer"), which
Development Agreement: (1) delineates the conditions for the development of the properties
located at 500 Alton Road, 630 Alton Road, 650 Alton Road, 1220 6th Street, 659 West Avenue,
701 West Avenue, 703 West Avenue, 711 West Avenue, 721 West Avenue, 723 West Avenue,
727 West Avenue, and 737 West Avenue (collectively, the "Development Site"), with such
Development Site limited to a maximum floor area of 571,000 square feet (of which there shall
be a maximum of 15,000 square feet of retail), with any tower constructed thereon to be located
within the northeast quadrant of the 500 Block of Alton Road, limited to up to 519 feet in height;
(2) memorializes the conditions for vacating the City's Right-of-Way at 6th Street, between Alton
Road and West Avenue ("City Parcel"); (3) grants to the City a perpetual roadway easement
across the vacated City Parcel for utilities and public vehicular and pedestrian use and access;
(4) provides for the Developer's design, permitting, construction and conveyance to the city of a
world class public City park of at least 3.0 acres within the Development Site, with such City Park
to be owned and maintained by the City for public purposes; (5) provides for other terms,
including,without limitation, Developer's conveyance to the City of a perpetual roadway easement
of an up to 10 foot-wide strip of land within the Development Site for an additional lane on 5th
Street, between Alton Road and West Avenue, for utilities and public vehicular and pedestrian
use; and (5) with the foregoing subject to and contingent upon Developer's satisfaction of the
conditions set forth in the Development Agreement, the City Commission's vacation of 6th Street,
and enactment of certain amendments to the City's Comprehensive Plan and Land Development
Regulations, all at the City Commission's sole discretion.
PASSED and ADOPTED this 12th day of December, 2018.
)01111111111
ATTEST:
Dan Gelber, Mayor
. 12 Z4 ? �� ' 0,* APPROVED AS TO
.
5FORM & LANGUAGE
Raf. -I G. Granado, City Clerk � e —s , &FOR EXECUTION
INCORP ORATED. /
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Agenda Item R I tt
Date 13-1a-i
Al4.City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
COMMI SION MEMORANDUM
TO: Honorable Mayor and Members of thi. City Commi.sion
FROM: Jimmy L. Morales, City Manager
DATE: December 12, 2018
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, TO CONSIDER APPROVAL, FOLLOWING SECOND READING/PUBLIC
HEARING, OF A DEVELOPMENT AGREEMENT, AS AUTHORIZED UNDER
SECTION 118-4 OF THE CITY CODE, AND SECTIONS 163.3220 — 163.3243,
FLORIDA STATUTES, BETWEEN THE CITY AND SOUTH BEACH HEIGHTS I, LLC,
500 ALTON ROAD VENTURES, LLC, 1220 SIXTH, LLC, AND KGM EQUITIES, LLC
(COLLECTIVELY, THE "DEVELOPER"), WHICH DEVELOPMENT AGREEMENT: (1)
DELINEATES THE CONDITIONS FOR THE DEVELOPMENT OF THE PROPERTIES
LOCATED AT 500 ALTON ROAD, 630 ALTON ROAD, 650 ALTON ROAD, 1220 61'
STREET, 659 WEST AVENUE, 701 WEST AVENUE, 703 WEST AVENUE, 711 WEST
AVENUE, 721 WEST AVENUE, 723 WEST AVENUE, 727 WEST AVENUE, AND 737
WEST AVENUE (COLLECTIVELY, THE "DEVELOPMENT SITE"), WITH SUCH
DEVELOPMENT SITE LIMITED TO A MAXIMUM FLOOR AREA OF 571,000
SQUARE FEET (OF WHICH THERE SHALL BE A MAXIMUM OF 15,000 SQUARE
FEET OF RETAIL), WITH ANY TOWER CONSTRUCTED THEREON TO BE
LOCATED WITHIN THE NORTHEAST QUADRANT OF THE 500 BLOCK OF ALTON
ROAD, LIMITED TO UP TO 519 FEET IN HEIGHT, AND WITH UP TO 410 UNITS; (2)
MEMORIALIZES THE CONDITIONS FOR VACATING THE CITY'S RIGHT OF WAY
AT 6T" STREET, BETWEEN ALTON ROAD AND WEST AVENUE ("CITY PARCEL"
OR"CITY RIGHT-OF-WAY"); (3) GRANTS TO THE CITY A PERPETUAL ROADWAY
EASEMENT ACROSS THE VACATED CITY PARCEL FOR UTILITIES AND PUBLIC
VEHICULAR AND PEDESTRIAN USE AND ACCESS; (4) PROVIDES FOR THE
DEVELOPER'S DESIGN, PERMITTING, CONSTRUCTION AND CONVEYANCE TO
THE CITY OF A WORLD CLASS PUBLIC CITY PARK OF AT LEAST 3.0 ACRES
WITHIN THE DEVELOPMENT SITE, WITH SUCH CITY PARK TO BE OWNED AND
MAINTAINED BY THE CITY FOR PUBLIC PURPOSES; (5) PROVIDES FOR OTHER
TERMS, INCLUDING, WITHOUT LIMITATION, DEVELOPER'S CONVEYANCE TO
THE CITY OF A PERPETUAL ROADWAY EASEMENT OF AN UP TO 10 FOOT-WIDE
STRIP OF LAND WITHIN THE DEVELOPMENT SITE FOR AN ADDITIONAL LANE
ON 5TH STREET, BETWEEN ALTON ROAD AND WEST AVENUE, FOR UTILITIES
AND PUBLIC VEHICULAR AND PEDESTRIAN USE; AND (5) WITH THE
FOREGOING SUBJECT TO AND CONTINGENT UPON DEVELOPER'S
SATISFACTION OF THE CONDITIONS SET FORTH IN THE DEVELOPMENT
AGREEMENT, THE CITY COMMISSION'S VACATION OF 6TH STREET, AND
ENACTMENT OF CERTAIN AMENDMENTS TO THE CITY'S COMPREHENSIVE
1
PLAN AND LAND DEVELOPMENT REGULATIONS, ALL AT THE CITY
COMMISSION'S SOLE DISCRETION.
This Agenda item is the second reading and public hearing of the proposed Development
Agreement for the properties along the 500-700 block of Alton Road and West Avenue (the
Project). The development of this area is of critical importance to the City and its residents, as it
lies at the entrance to South Beach, via the MacArthur Causeway.
BACKGROUND
The proposed Project is for a mixed use residential and commercial development, which would
include a residential tower of up to 519 feet located within the northeast quadrant of the 500 block,
utilizing approximately 550,000 square feet of floor area ratio (FAR)from the 500/600/700 blocks
of Alton Road, and approximately 15,000 square feet of retail, on the southeast corner of the 600
Block. The Developer team is led by Mr. Russell Galbut. The proposed Development Agreement
is between the City and South Beach Heights I, LLC, 500 Alton Road Ventures, LLC, 1220 Sixth,
LLC, and KGM Equities, LLC (collectively, the"Developer").
The Development Site consists of 500 Alton Road, 630 Alton Road, 650 Alton Road, 1220 6th
Street, 659 West Avenue, 701 West Avenue, 703 West Avenue, 711 West Avenue, 721 West
Avenue, 723 West Avenue, 727 West Avenue and 737 West Avenue (the "Development Site").
In order for the Project to proceed, the City would vacate 6th Street between West Avenue and
Alton Road, and thereby convey ownership thereof to the Developer, to provide a unified
development site with respect to the proposed Project. As a condition of the vacation, the
Developer would, among other terms, convey to the City a portion of the Development Site
consisting of a minimum of 3.0 acres, for use as a City Park, and the Developer would be
responsible, at Developer's sole cost and expense, for developing, designing, permitting and
constructing the City Park. In addition to the public benefits associated with the land and
construction of the Park, the Developer would also construct a segment of the baywalks between
10th and 12th Streets (to which City would obtain the necessary permits, consents from the
adjacent upland owners, and contribute up to $762,862, for construction thereof). The Developer
would also design and construct a "Baywalk Platform" on the 500 Block that would serve as a
launching point for a future pedestrian bridge across 5th Street (to connect the existing baywalk
south of 5th Street with the Development Site and, ultimately, the City Park).
Accordingly, to implement the foregoing, the City Commission would need to approve three major
components for the Project:
(1)the Development Agreement, specifying the terms and conditions for the development
of the Project;
(2) the vacation of 6th Street (subject to utility and access easements in favor of the City,
for pedestrian and vehicular traffic); and
(3) certain amendments to the City's Comprehensive Plan and Land Development
Regulations, to: (a) amend the Comprehensive Plan to change the designation of those portions
of the Development Site designated within the CPS-2 District and RM-2 District to the CD-2
District designation; (b)amend the City's Land Development Regulations to rezone those portions
of the Development Site in the CPS-2 District and RM-2 District to the CD-2 District; (c) amend
the City's Land Development Regulations to authorize up to 519 feet in height for a tower within
2
the CD-2 District; and (d)regulate uses(collectively, (a)-(d)are hereinafter referred to as the"LDR
Amendments").
As the three major components for the Project are all interrelated, on October 17, 2018, the Mayor
and City Commission adopted Resolution No. 2018-30555, sponsored by Commissioner Mark
Samuelian, to specify that the three major components for the Project would "travel"together and
be considered by the City Commission on the same date(s).
Additional background regarding the Project is more fully set forth in the November 14, 2018 City
Commission Memorandum, a copy of which is attached hereto as Exhibit"1."
The Developer's proposed Concept Plan for the Project and Park is attached hereto as Exhibit
"2."
The latest updated draft of the Development Agreement is attached hereto as Exhibit"3."
Direction Provided by the City Commission at First Reading
On November 14, 2018, the City Commission conducted the first reading, public hearing of the
proposed Development Agreement, as required pursuant to Section 163.3225 of the Florida
Statute, and also conducted the first reading of the Vacation Resolution title and LDR
Amendments. Following more than five (5) hours of public comment and deliberations, the City
Commission provided the following direction:
1. The LDR Amendments. The LDR Amendments, were approved on first reading. With
respect to the rezoning amendment (Agenda Item R5B), the Planning Board version of
the amendment was not approved. Instead, the Land Use Development Committee's
("LUDC") version was approved, as amended, to permit a tower up to 519 feet in height.
2. Height. At least four (4) Commissioners indicated a willingness to consider a maximum
height of 519 feet for the tower on the 500 Block, provided that other items (including, but
not limited, to the timing for the demolition of South Shore Hospital, and the fast-tracked
delivery of the Park)were resolved satisfactorily.
3. No Short-Term Rentals. The Developer voluntary agreed to prohibit short-term rentals at
the tower. Accordingly, the prohibition will be memorialized in the Development
Agreement and in the Covenant in Lieu of Unity of Title.
4. No Hotel Uses. The LUDC version of the LDR Amendments did not approve hotel
uses. However, Developer has requested for up to nine (9) "amenity guest apartment
units," to be available to owners/residents in the building (and their guests). Although the
City Commission did not approve any hotel uses on first reading, the Planning Director
was generally comfortable with the concept for nine (9) amenity guest suite units, made
available only for rental by owners/residents in the building (or their guests).
5. Configuration and Size of Park. The Park Site will be a minimum of 3.0 acres. The
Administration expressed a preference for the 3.0 acre Park to be contiguous, so that the
core Park parcel on the 600 Block consists of 3.0 acres. With regard to the surface parking
lot on the 600 Block, the DRB will review the proposed parking configuration during design
development, and such parking area would be at the discretion of the DRB, provided that
if approved,the surface parking lot would include a maximum of thirty(30)parking spaces.
3
6. Outside Date for Park Completion. The Developer accepted an outside date for
completion of the Park Project of 4 years, following the issuance of the Building Permit for
the Project. The Developer proposed for 1.1 acres of the Park (Phase 1) to be delivered
within 18 months following the Building Permit, provided that terms for
sequencing/phasing of construction can be mutually agreed upon with the City. The
Administration to resolve the proposed sequencing/phasing with Developer between first
and second reading.
7. Demolition of South Shore Hospital. In order to facilitate the immediate demolition of
South Shore Hospital, while addressing Developer's concern for maintaining his existing
development rights, the City Commission referred an LDR amendment to LUDC and the
Planning Board, amending Section 142-306 of the Land Development Regulations of the
City Code, to allow for the reconstruction of a building that is non-conforming as to height
in the CD-2 district.
8. Beautification. The Administration and Developer, between first and second reading, to
resolve several Commissioners' requests for interim measures to beautify the
Development Site prior to completion of construction, such as erection of fencing and
landscape buffer around the perimeter of the Development Site.
9. Waiver of Application Fees and Credits for Prior Impact/Concurrency Fees Paid. No
referral was sponsored to amend the LDRs to accomplish any waivers of fees, and 5 of 7
Commissioners indicated they were not in favor of such waivers.
10. Consents for 10th Street to 12th Street Baywalks. As the Developer has consistently
opposed obtaining consents that may be required as part of permit applications for the
Baywalks (except for any consents from the Mondrian, which the Developer controls), the
Administration to confirm definitively which consents are required, and will meet with any
such adjacent property owners between first and second reading in an effort to obtain their
consent. At least one Commissioner requested an alternative public benefit be provided
if the Baywalk consents cannot be obtained.
11. Park Concept Plan. The Planning Director indicated that the updated Park Concept Plan
is generally moving in the right direction, particularly with regard to sustainability and
resiliency components; the updated Park Concept Plan will be incorporated as an exhibit
to the Development Agreement at second reading.
12. Termination. The Commission directed Administration and the City Attorney's Office to
meet with the Developer to incorporate post-closing termination rights for material
defaults.
SUMMARY OF PROPOSED CHANGES TO THE DEVELOPMENT AGREEMENT SINCE FIRST
READING
Since first reading, the Administration and the Developer have met on numerous occasions, and
the Developer has updated the proposed Park Concept Plan and the proposed terms, in an effort
to be responsive to the City Commission's input at first reading, particularly as it relates to the
core public benefit to be provided to the City: The fast-tracked delivery of a world class 3.0 acre
public park.
4
The proposed changes to the Development Agreement since first reading are set forth below:
1. The Residential Tower May Contain Up to Nine Amenity Guest Apartment Units. The
Agreement provides that the residential tower on the northeast.corner of the 500 Block may
include up to 410 residential units, with up to a total of nine (9)or three percent(3%)of such units,
whichever is less, consisting of "Amenity Guest Apartment Units," available only to
owners/residents of the 410 unit building (and their guests). Importantly, as hotel uses are not
approved for the Project, the Agreement prohibits advertisements or listings of such Amenity
Guest Apartment Units for rental by the general public, and further prohibits any activity or
operation of such Amenity Guest Apartment Units that would require a hotel license or public
lodging establishment license by the State of Florida Department of Business and Professional
Regulation. In addition, although prior drafts of the Development Agreement and term sheet
included references to a 44 story residential tower (excluding the parking pedestal), the number
of stories has been eliminated from the draft agreement, to make the agreement consistent with
the City's Land Development Regulations, which refer to height in terms of number of feet, and
not"stories."
2. Restrictions on Short-Term Rentals for Periods of Less than Thirty (30) Days.
Except with respect to the up to 9 Amenity Guest Apartment Units, the Developer has proposed
a prohibition on short term rentals for periods of less than thirty(30)days. Direction is requested
from the City Commission as to the Developer's proposal to only prohibit short-term
rentals for periods of less than 30 days.
3. Configuration and Size of Park. The Park Site, which consists of 3.0 acres, and is
depicted in the updated Park Concept Plan attached hereto as Exhibit "2". At first reading, the
City Commission did not accept the Developer's proposal for.11 acres of the Park Site, consisting'
of a five (5) foot strip of land along the perimeter of the Floridian parking lot. The Administration
is comfortable with the final proposed configuration, which has been modified to provide for more
green space, solely along West Avenue, and consisting of a twenty (20) foot strip of land that
could potentially accommodate a pedestrian path and landscaping.
4. New Terms for Phasing of Construction to Expedite Park Completion. In
consideration for the Project delivery timelines more fully discussed in Section 5 below, the
Administration recommends (and the proposed Agreement includes terms for) the following:
• Temporary closure of 6th Street between West Avenue and Alton Road for construction
staging and laydown, for a period of thirty(30) months, following the initial Building Permit for the
residential tower.
• Payment by the City for 200 monthly parking passes for employees/construction workers
on the Project, for a period of up to 18 months, subject to a Not-to-Exceed City expenditure of
$600,000. (Although the monthly parking passes are issued by the City's Parking Department,
pursuant to the City's Parking Revenue Bond covenants, the City cannot waive parking fees or
provide"free parking,"and must therefore appropriate the necessary funds from its General Fund,
for payment to the Parking Fund.
5. Waiver of Zoning Application Fees and Credits for Prior Impact/Concurrency Fees.
The Developer has requested that the City waive all zoning application fees for both Project and
Park applications, in the approximate amount of$400,000. Developer has also requested credits
for City impact fees and City Transportation Concurrency Mitigation feespaid for prior
5
development, namely any fees previously paid for the South Shore Hospital, which fees are
estimated at $526,000. The Agreement provides that Developer may submit the initial Project
Zoning Applications and Park Zoning Applications without the payment of such fees, provided that
the applications will not be processed (i.e., no hearing on the applications will be scheduled) until
either the fees are paid or the appropriate amendments to the City's Land Development
Regulations are adopted to provide for the waivers. Developer has the right to withdraw the
applications and terminate the Development Agreement if the issue is not resolved. City
Commission direction on the fee waivers is required.
6. Timeline for Completion of the Public Park. In consideration for the City's closure of
6th street for construction staging and the $600,000 in parking passes, Developer has agreed to
complete the Park construction in three (3) phases (depicted in Exhibit "4" attached hereto, as
follows:
• Completion of Phase 1 of the Park within the earlier of: (i) eighteen (18) months
following the Park Zoning Approval and the expiration of all appeal periods, or (ii)
forty-eight(48)months from the Effective Date of the Development Agreement(the
date the Agreement is fully executed and recorded);
• Completion of Phase 2 of the Park within 48 months from issuance of Initial
Building Permit for the Project';
• Completion of Phase 3 of the Park within 96 months following the Effective Date
(and with no issuance of a TCO or CO for the residential tower until the entire Park
Site has been completed or the Park Site contingencies satisfied).
7. Beautification of Site Pending Construction. If Developer has not commenced site
work for Phase 1 of the Park Project within eighteen (18) months following the Park Zoning
Approval (and expiration of appeal periods), then the Developer has agreed to sod the entire Park
Site and to maintain the sod until commencement of construction of the Park or Project. In
addition, if Developer has not poured the concrete foundation for the residential tower within
twelve (12) months after completion of Phase 1 and Phase 2 of the Park Project, then the
Developer has agreed to sod Phase 3 of the Park Project until the commencement of construction
for the residential tower.
8. Updated Timeline for Various Project Deliverables. As noted above, Developer has
agreed to Park completion deadlines, including completion of Phase 1 within 4 years following
the Effective Date of the Development Agreement. In addition, since first reading, the Developer
has proposed timeframes for the various deliverables and submittals set forth in the Development
Agreement. These timeframes, representing the key steps in the development process, are
included in the Agreement and summarized below:
1 The Agreement separately provides that Developer must apply for the Initial Building Permit within six
(6) months following the Closing for Developer's conveyance of the Park Site to the City, and City's
conveyance of 6th Street to the Developer.
6
Effective Date of Development Following second reading, the date the
Agreement Development is fully executed by all parties and
recorded.
Submittal of Project Zoning within 6 months following Effective Date of the
Applications and Park Zoning Development Agreement.
Applications
Demolition of South Shore Hospital within 6 months following the earlier of (i)
"Replacement Ordinance" to allow for
reconstruction of a building that is non-conforming
as to height in CD-2, or (ii) the Project Zoning
Approvals and Park Zoning Approvals (and
expiration of appeal periods thereof). First reading
of Replacement Ordinance is anticipated to take
place at the January, 2019 City Commission
meeting.
Completion of Phase 1 of Park Project Within the earlier of (i) eighteen (18) months
following the Park. Zoning Approval and the
expiration of all appeal periods, or (ii) forty-eight
(48) months from the Effective Date.
Temporary Beautification (Sodding) of If site work for Phase 1 of Park Project is not
Park Site commenced within 18 months of Park Zoning
Approval (and expiration of appeal period), then
Developer agrees to sod entire Park Site.
In addition, if Developer has not commenced
construction of residential tower within 12 months
after completion of Phase 1 and Phase 2 of the
Park Project, Developer agrees to sod Phase 3 of
Park Site until commencement of construction of
the residential tower.
Closing (the date for City's conveyance Within four years following the Effective Date, with
of 6th Street to the Developer, and the condition that Developer has completed
Developer's conveyance of the Park construction of Phase 1 of the Park Project and
Site, easements and other agreements satisfied environmental contingencies).
required under the Development
Agreement)
Initial Building Permit for the Project Within 6 months following the Closing.
Completion of Phase 2 of Park Project Within 48 months following Initial Building Permit
for the Project.
Building Permit and Temporary Building Permit for commercial at Developer's
Certificate of Occupancy discretion.
(TCO)/Certificate of Occupancy (CO)
for Commercial Components of Project No TCO or CO for commercial component of
project may be issued until after Developer has
conveyed the Park Site to the City and completed
construction of Phase 1 and Phase 2 of the Park
Project.
7
Building Permit and TCO/CO for No Building Permit for residential components of
Residential Components of Project the Project may be issued until Closing.
No TCO or CO for the residential component of
the Project may be issued until after completion of
construction for the entire Park Site. If Developer
fails to complete, City may draw on credit facility
for the remaining Park Construction Amount, and
in that event, the conditions precedent regarding
the Park obligations shall be deemed satisfied.
Completion of Phase 3 of Park Project Within 96 months from the Effective Date.
No TCO or CO may be issued for residential
component of Project until Phase 3 of Park Project
is completed.
Duration of Development Agreement 8 year initial duration, with automatic 17 year
extension if Developer completes the
entire Park within the deadlines set forth in the
Agreement.
9. Consents In Connection with Baywalk Construction. As part of the permit applications
for the construction of the Baywalks, consent is required from the upland adjacent property
owners. Developer has agreed to provide any consents that may be required from the Mondrian
association, as Developer controls the Mondrian. Developer has requested that the City be
responsible for obtaining any consents that may be required from the Mirador I and II associations,
and 1228 West Avenue. Without such consents, the Baywalks cannot be constructed. At the
November 14, 2018 City Commission meeting, the City Commission directed the Administration
to identify the adjacent property owners whose consent is required for the permit applications.
The Administration has confirmed that consent will be required from the Mirador I and II
associations, and from 1228 West Avenue (Bayview Terrace). The Administration has met with
representatives of Bayview Terrace, who expressed general support for the Baywalks and are
researching what requisite approval would be required pursuant to the association's governing
documents.
10. Park Concept Plan. Planning and Environmental staff have provided detailed
recommendations with respect to the Park Concept Plan, set forth more fully below.
11. Termination Rights Post-Closing. At the November 14, 2018 City Commission meeting,
the Developer and the City Attorney agreed to identify commercially reasonable terms to preserve
City's right to terminate the Development Agreement for "Material Events of Default" after the
Closing. The mutually acceptable provision is set forth in Section 32 of the Development
Agreement.
12. Potential Expedited Delivery of Pedestrian Bridge Across 5th Street. The
Development Agreement provides that the Developer shall design and construct, at its sole cost
and expense, an elevated terminus/platform (approximately 14-15 feet above grade) to
8
accommodate the City's development of'the pedestrian bridge over and across 5th Street, to
connect the baywalks south of 5th Street with the area north of 5th Street, including the
Development Site, the new 3.0 acre Park, and the baywalks north of 5th Street (the 5th Street
Bridge Project). On November 6, 2018, the voters overwhelmingly approved the City's General
Obligation Bond projects, which will include $10 million for the design and construction of the 5th
Street Bridge Project. The Administration anticipates that the development of the 5th Street Bridge
Project will be among the projects prioritized by the City Commission with the first tranche of
bonds, and further anticipates that the first tranche of bonds will be issued on or about April, 2019.
Given the Developer's advancement of the designs for the platform terminus, and the potential
efficiencies associated with the integration and delivery of the 5th Street Bridge Project at the
same time as the Developer's Project, the Agreement provides that the City and Developer will
engage in commercially reasonable discussions following the execution of the Development
Agreement, to explore the opportunities for the Developer to deliver the 5th Street Bridge Project,
with the terms for any such additional scope to be subject to review and approval by the City
Commission at its sole and absolute discretion.
13. Height. At the November 14, 2018, at least four (4) Commissioners indicated a
willingness to consider a maximum height of 519 feet for the tower on the 500 Block, provided
that other items were resolved satisfactorily. The LDR Amendments approved at first reading on
November 14, 2018 authorized up to 519 feet in height for a tower within the CD-2 District. Final
direction from the City Commission is requested as to the height of the proposed tower.
PLANNING AND ENVIRONMENTAL ANALYSIS AND RECOMMENDATIONS
As indicated previously, the 500-700 blocks between Alton Road and West Avenue contain some
significant challenges as it pertains to property access, but present key opportunities for water
retention and treatment to improve stormwater management to the surrounding neighborhood. In
one of the lowest areas of the City, these sites present both a challenge and an opportunity from
a land use and sustainability standpoint.
From a climate resiliency strategy standpoint, the ability to acquire low lying areas in the City, for
adaptation purposes, will be critical in the long term. One of the biggest constraints the City faces
in this regard is land value and the high cost of acquiring underutilized and blighted property that
is vulnerable. Another constraint is the limit on planning tools to acquire vulnerable sites, such as
transfer of development rights, density and height. As such, the City must evaluate opportunities
for acquiring and establishing adaptation areas on a case-by-case basis and capitalize as these
rare opportunities arise.
As it pertains to the 500-700 block proposal, a development opportunity has presented itself that
could potentially align with the adaptation area goals of the City's long term climate strategy.
While the most ideal scenario would be for the City to purchase all of the land area in the 500-
700 blocks outright, and construct a passive, eco-park, the cost of such an endeavor, including
land acquisition, design, permitting and construction, would be prohibitive. As such, the next best
scenario would be for an allowable development project to partner in the creation of a passive,
eco-park.
In this regard, staff believes that it will be critical for the proposal on the 500-700 blocks to have
limited parking pedestal footprints, and little to no below grade or basement parking. Specifically,
for the City's overall resilience, both the development agreement and the LDR Amendments to
9
allow for a taller residential tower at the NE corner of the 500 block should include the following:
a) A significant portion of the western half of the 500 block should consist of dedicated, fully
pervious open space and should capitalize on elevation differences between the at-grade
and design elevations to provide stormwater retention and/or treatment below the resulting
land surface.
b) No less than 3.0 acres of the 600 — 700 block should consist of dedicated, open green
space,from the ground down and ground up(no surface, structured or basement parking).
c) The parking required for the Floridian (700 block facing West Avenue) should be
minimized in terms of its impact on the open space areas. In this regard, such parking
should, ideally, be incorporated within a limited, 2-story pedestal on the north side of the
700 block facing West Avenue. Alternatively, if a surface lot option is chosen, such lot
should consist of fully pervious materials and surface finishes.
Planning and Environmental staff continue to have serious concerns with the proposal for a
surface parking lot adjacent to the proposed retail structure within the 600 block. Specifically, the
introduction of the surface parking lot prevents the retail building from being able to fully integrate,
engage and provide activation for the park space, as it creates a physical barrier in the form of a
suburban-strip mall parking lot. Even the new construction of buildings, citywide, does not emulate
failed suburban models such as this. As the proposed park is within an urban area, with a fully
defined street and sidewalk grid, its design should reflect its setting. Providing parking within the
600-700 blocks is also not necessary for the following additional reasons:
a) The City has re-prioritized its transportation modality hierarchy, specifically to highlight
pedestrian movement and walkability, as well as promote non-vehicular forms of
transportation. Placing a surface parking lot within an urban park is completely counter to
this effort. Users of the park, and the accessory retail building, should be encouraged to
walk or bike to access the park.
b) There is a fully accessible, public parking facility immediately across the street at 5th and
Alton, as well as a publicly accessible parking structure less than 2 blocks to the north at
9th and Alton.
c) The site is located within Parking District No. 6, which has no parking requirements for
smaller, neighborhood uses.
d) Surface parking is completely incongruous with a sustainable, urban park.
In order to effectuate the aforementioned goals and objectives, the following is recommended for
inclusion in the proposed Development Agreement:
The final design and landscape details of the proposed park in the 600-700 blocks shall be subject
to the review and approval of the Design Review Board (DRB). The project architect and
landscape architect should further develop the environmental and sustainable components of the
park in conjunction with the Environmental and Sustainability and Planning Departments; at a
minimum, as the proposed park should incorporate significant and substantial resiliency and
sustainability components, which are measurable and definable, the proposed Development
Agreement provides that the DRB may consider, and may therefore require, the following specific
recommendations as part of its approval:
10
1. Further reductions in intensity for overall Park programming, to provide as much open
greenspace as possible;
2. The use of native and Florida-friendly species in the landscape design to reduce water
consumption and the need for fertilizer and pesticides;
3. The extent to which storm water retention capabilities of the Park are clearly delineated;
4. The infrastructure proposed for treating water going to the 6th Street outfall;
5. The extent to which all elevated areas and berms are kept to a minimum (with tunnels
prohibited), with the design of the Park to allow for unimpeded visibility from all public streets
and sidewalks, free of visual barriers to the park;
6. The proposed transition of the elevated pink walkway along Alton Road from the top of the
retail, to the ground at the north side of the park facing Alton Road, with reduction in height so
as to maximize active public park space;
7. The location, width and quantity of dedicated, pedestrian paths around the perimeter of and
through the Park, and whether such walkways are accessible at all times, even when access
to the raised pink walkways is limited;
8. The proposed integration and width of the perimeter sidewalks along West Avenue, Alton
Road and the south side of the Park, and the extent to which canopy trees will be planted
close to the back of curbs in a rhythm to provide continuous shade and buffer pedestrians
from the surrounding streets, with use of large single trunk palm species to define gateways
or park entry points but not as predominant street trees;
9. Whether the design ensures that vehicular access, including, but not limited to, drop-off and
pick-up, parking and loading, as well as turn arounds, is not permitted anywhere in the Park;
10. Whether the surface parking area proposed in front of the retail building should be eliminated,
in order for the retail building to fully harmonize with the proposed Park, or alternatively,
whether a connected driveway, from 6th Street to Alton Road, may be proposed with parallel
parking, with such driveway composed of pervious pavers (no asphalt or concrete), including
all parking spaces, drive aisles and access points from the street; and
11. Whether the surface lot providing required parking for the Floridian at the NW corner of the
site should consist of a 2-level pedestal. Alternatively, if the surface lot is to remain, whether
the surface lot is composed of pervious pavers (no asphalt or concrete), including all parking
spaces, drive aisles and access points from the street.
Finally, in order to harmonize the terms of the Development Agreement with the applicable
sections of the City Code pertaining to Development Agreements and the permitting timeframes
for Conditional Use Approvals, a separate referral to the Land Use Committee and the Planning
Board is recommended. Specifically, this referral will be to amend Sections 118-4 and 118-193 of
the City Code, to clarify that the timeframes in a development agreement supersede the building
permit timeframe requirements and any conflicting timeframes set forth in any applicable order of
a City land use board.
CONCLUSION
For the reasons outlined in this Memorandum, the Administration recommends approval of the
revised updated Development Agreement on second reading.
JLM/ETC/TM/EW
11
EXHIBIT "1 "
FOR ADDITIONAL BACKGROUND ONLY
Nov. 14, 2018 City Commission
Memorandum regarding Development
Agreement (first reading)
12/4/2018 Coversheet
Resolutions-R7 A
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Raul J.Aguila,City Attorney
DATE: November 14,2018
10:15 a.m.First Reading Public Hearing
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, TO CONSIDER
APPROVAL, FOLLOWING FIRST READING/PUBLIC HEARING, OF A DEVELOPMENT AGREEMENT, AS
AUTHORIZED UNDER SECTION 118-4 OF THE CITY CODE, AND SECTIONS 163.3220 — 163.3243, FLORIDA
STATUTES, BETWEEN THE CITY AND SOUTH BEACH HEIGHTS I, LLC, 500 ALTON ROAD VENTURES, LLC, 1220
SIXTH, LLC, AND KGM EQUITIES, LLC (COLLECTIVELY, THE "DEVELOPER"), WHICH DEVELOPMENT
AGREEMENT: (1) DELINEATES THE CONDITIONS FOR THE DEVELOPMENT OF THE PROPERTIES LOCATED AT
500 ALTON ROAD, 630 ALTON ROAD, 650 ALTON ROAD, 1220 6TH STREET, 659 WEST AVENUE, 701 WEST
AVENUE, 703 WEST AVENUE, 711 WEST AVENUE, 721 WEST AVENUE, 723 WEST AVENUE, 727 WEST AVENUE,
AND 737 WEST AVENUE (COLLECTIVELY, THE "DEVELOPMENT SITE"), WITH SUCH DEVELOPMENT SITE
LIMITED TO A MAXIMUM FLOOR AREA OF 571,000 SQUARE FEET(OF WHICH THERE SHALL BE A MAXIMUM OF
15,000 SQUARE FEET OF RETAIL),WITH ANY TOWER CONSTRUCTED THEREON TO BE LOCATED WITHIN THE
NORTHEAST QUADRANT OF THE 500 BLOCK OF ALTON ROAD, LIMITED TO UP TO 484 FEET IN HEIGHT (OR
GREATER HEIGHT, SUBJECT TO CITY COMMISSION APPROVAL), AND WITH UP TO 410 UNITS; (2)
MEMORIALIZES THE CONDITIONS FOR VACATING THE CITY'S RIGHT OF WAY AT 6TH STREET, BETWEEN
ALTON ROAD AND WEST AVENUE ("CITY PARCEL" OR "CITY RIGHT-OF-WAY"); (3) GRANTS TO THE CITY A
PERPETUAL ROADWAY EASEMENT ACROSS THE VACATED CITY PARCEL FOR UTILITIES AND PUBLIC
VEHICULAR AND PEDESTRIAN USE AND ACCESS; (4) PROVIDES FOR THE DEVELOPER'S DESIGN,
PERMITTING, CONSTRUCTION AND CONVEYANCE TO THE CITY OF A WORLD CLASS PUBLIC CITY PARK OF
AT LEAST 3.0 ACRES WITHIN THE DEVELOPMENT SITE, WITH SUCH CITY PARK TO BE OWNED AND
MAINTAINED BY THE CITY FOR PUBLIC PURPOSES; (5) PROVIDES FOR OTHER TERMS, INCLUDING,WITHOUT
LIMITATION, DEVELOPER'S CONVEYANCE TO THE CITY OF A PERPETUAL ROADWAY EASEMENT OF AN UP TO
10 FOOT-WIDE STRIP OF LAND WITHIN THE DEVELOPMENT SITE FOR AN ADDITIONAL LANE ON 5TH STREET,
BETWEEN ALTON ROAD AND WEST AVENUE, FOR UTILITIES AND PUBLIC VEHICULAR AND PEDESTRIAN USE;
AND (5)WITH THE FOREGOING SUBJECT TO AND CONTINGENT UPON DEVELOPER'S SATISFACTION OF THE
CONDITIONS SET FORTH IN THE DEVELOPMENT AGREEMENT, THE CITY COMMISSION'S VACATION OF 6TH
STREET, AND ENACTMENT OF CERTAIN AMENDMENTS TO THE CITY'S COMPREHENSIVE PLAN AND LAND
DEVELOPMENT REGULATIONS,ALL AT THE CITY COMMISSION'S SOLE DISCRETION;AND FURTHER, SETTING
THE SECOND AND FINAL READING OF THE DEVELOPMENT AGREEMENT FOR A TIME CERTAIN (PROVIDED
THAT, PURSUANT TO RESOLUTION NO. 2018-30555, THE SECOND AND FINAL READING OF THE
DEVELOPMENT AGREEMENT SHALL BE HEARD TOGETHER WITH THE SECOND AND FINAL READING OF,
RESPECTIVELY, THE 6TH STREET VACATION RESOLUTION AND THE PROPOSED AMENDMENTS TO THE
CITY'S COMPREHENSIVE PLAN AND LAND DEVELOPMENT REGULATIONS).
ANALYSIS
This Agenda item is the first reading and public hearing of the proposed Development Agreement for the properties along the 500-
700 block of Alton Road and West Avenue (the Project). The development of this area is of critical importance, as it lies at the
entrance to the City's South Beach neighborhood, via the MacArthur Causeway, and provides an important first impression to
residents and visitors alike.
BACKGROUND
Description of the Proposed Project
The proposed Project is for a mixed use residential and commercial development, which would include a 44 story tower located
within the northeast quadrant of the 500 block, utilizing approximately 550,000 square feet of floor area ratio (FAR) from the
500/600/700 blocks of Alton Road, and approximately 15,000 square feet of retail,on the southeast corner of the 600 Block.
In order for the Project to proceed, the City would vacate 6th Street, and thereby convey ownership thereof to the Developer, to
provide a unified development site with respect to the proposed Project. As a condition of the vacation, the Developer would
convey to the City a portion of the Development Site consisting of a minimum of 3.0 acres, for use as a City Park, and the
Developer would be responsible, at Developer's sole cost and expense, for developing, designing, permitting and constructing the
City Park.
In addition to the public benefits associated with the land and construction of the Park, the Developer would also construct a
segment of the baywalks between 10th and 12th Streets (to which City would obtain the consents from the adjacent upland
owners, as well as all necessary permits, as well as contribute up to$762,862,for construction thereof), and Developer would also
https://miamibeach.novusagenda.com/agendapublic/CoverSheet.aspx?ItemID=10452&MeetinglD=438 1/6
12/4/2018 Coversheet
design and construct a"Baywalk Platform"that would serve as a launching point for a future pedestrian bridge across 5th Street(to
connect the baywalk south of 5th Street with the City Park and, ultimately,the baywalk north of 5th Street).
Based on the foregoing, the City would need to approve three major components for the Project: (1)the Development Agreement,
specifying the terms and conditions for the development of the Project; (2)the vacation of 6th Street (subject to utility and access
easements in favor of the City, for pedestrian and vehicular traffic); and (3) certain amendments to the City's Comprehensive Plan
and Land Development Regulations, to (a) amend the Comprehensive Plan to change the designation of those portions of the
Development Site designated within the CPS-2 District and RM-2 District to the CD-2 District designation, (b) amend the City's
Land Development Regulations to rezone those portions of the Development Site in the CPS-2 District and RM-2 District to the
CD-2 District, and (c) amend the City's Land Development Regulations to authorize up to 484 feet in height for a tower within the
CD-2 District (or such greater height as may be approved by the City Commission), and (d) regulate uses (collectively, (a)-(d) are
hereinafter referred to as the"LDR Amendments").
As the foregoing three major components for the Project are all interrelated, on October 17, 2018, the Mayor and City Commission
adopted Resolution No. 2018-30555, sponsored by Commissioner Mark Samuelian, to specify that the foregoing three major
components for the Project would"travel"together and be considered by the City Commission on the same date(s).
Accordingly,this agenda item is presented along with companion agenda items, including Agenda Item R71, the first reading for the
proposed vacation of 6th Street, from West Avenue to Alton Road; and Agenda Item R5A, R5B and R5C, for the first reading of the
LDR Amendments.
HISTORY
On April 11, 2018, as part of Agenda Item R9AA, the Mayor and City Commission discussed the proposed development, referred
consideration of proposed ordinances to the Land Use Committee, and directed the Administration to meet with the Developer and
members of the community to identify opportunities to improve the currently permitted project in the 500/600/700 blocks of Alton
Road.
On June 14, 2018,the item was discussed by the Land.Use Committee,which provided preliminary feedback.
On July 27,2018,the Finance and Citywide Projects Committee reviewed the proposed vacation, and recommended a term sheet,
which term sheet has served as the basis for the negotiation of the Development Agreement. The term sheet outlined the three
major components that must be implemented in order for the Project to proceed, including (1)the Development Agreement; (2)the
vacation of 6th Street;and (3)the LDR Amendments.
On September 28, 2018, the Land Use and Development Committee considered and favorably recommended the LDR
Amendments, including a recommendation that the height of the residential tower be capped at 484 feet.
On October 17, 2018 the City Commission referred the proposed vacation and LDR Amendments to the Planning Board. Pursuant
to the requirements of Section 1.03(b)(4) of the City Charter, the Planning Board, at its October 23, 2018 meeting, approved the
proposed vacation by a 7-0 vote. The Planning Board also approved the LDR amendments by a 7-0 vote, and recommended a
maximum height of up to 519 feet for any tower on the Development Site,with up to a total of sixty(60)or twenty percent(20%)of
such units of any tower,whichever is less, consisting of hotel, apartment hotel, or suite hotel units.
SUMMARY OF PROPOSED DEVELOPMENT AGREEMENT
The Developer team is led by Mr. Russell Galbut. The proposed Development Agreement is between the City and South Beach
Heights I, LLC,500 Alton Road Ventures, LLC, 1220 Sixth, LLC,and KGM Equities, LLC (collectively,the"Developer").
The Development Site consists of 500 Alton Road, 630 Alton Road, 650 Alton Road, 1220 6th Street, 659 West Avenue, 701 West
Avenue, 703 West Avenue, 711 West Avenue, 721 West Avenue, 723 West Avenue, 727 West Avenue and 737 West Avenue (the
"Development Site").
The Developer's proposed Concept Plan for the Project and Park is attached hereto as Exhibit"1."
The proposed Development Agreement is attached hereto as Exhibit"2."
The Development Agreement provides, among other provisions,the following terms and conditions:
• Developer's Conveyance to City of a Completed World Class Park. Developer shall convey to the City that portion of the
Development Site consisting of a minimum of 3.0 acres, in fee simple, by special warranty deed (the "Park Site"), on which the
Developer shall design, permit and construct, at its sole cost and expense, a world class public City park (the "Park"), based upon
the Park Concept Plan, which will be presented to the City Commission, for its approval, concurrent with the Development
Agreement. If approved,the Park Concept Plan will be incorporated as an exhibit to the Development Agreement. Once completed,
the Park will be a City asset and will thus be owned, maintained,and programmed by the City for public purposes; and
• Project Conditions. Developer shall develop the Project in accordance with the City's Land Development Regulations and the
limitations set forth in the Development Agreement, including,without limitation,the following conditions:
o Any tower built on the Development Site would be located within the northeast quadrant of the 500 Block of Alton Road, and with
a height not-to-exceed 484 feet to the top of the roof(or such greater height as may be approved by the City Commission)and 44
stories, and with a floor plate of any residential floor within the tower not-to-exceed 13,800 square feet of floor area ratio;
o The tower will contain up to 410 units (including multi-family residential units, single-family detached units, townhomes,
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condominiums, and apartments), with up to a total of sixty (60) or twenty percent(20%)of such units, whichever is less, consisting
of hotel, apartment hotel,or suite hotel units if approved by the City Commission;
o The Project may include up to 15,000 square feet of retail uses; and
o No parking,whether surface or underground,will be constructed on any part of the Park Site.
• City's Vacation of 6th Street. In order to permit the Project to proceed as a unified development site, the Developer has requested
that the City vacate and convey to the Developer, by quit claim deed, the City Right-of-Way(6th Street), subject to the terms of the
Vacation Resolution. The vacation of 6th Street would be subject to and conditioned upon Developer's compliance with certain
conditions in the Development Agreement(most notably, the Developer's conveyance to the City of the Park Site, and Developer's
grant of easements in favor of the City, including, without limitation, the easements for pedestrian and vehicular travel on 6th
Street).
• Developer to Grant Easements in Favor of City for 6th Street, for Pedestrian and Vehicular Use. Simultaneous with the City's
conveyance to the Developer of the City Right-of-Way, the Developer shall grant to the City a perpetual, non-revocable utility,
roadway and pedestrian access easement against the City Right-of-Way, to provide a through street on 6th Street for public
vehicular and pedestrian use and access (Future 6th Street Easement"), which easement will provide that the City will be
responsible for the maintenance, repair, safety and security of the Future 6th Street and all improvements thereon, and which shall
reserve to the Developer the right to construct a pathway and related improvements not less than 20 feet above the surface of
Future 6th Street as part of the Project.
• Developer to Construct Future Baywalk Platform and Grant Related Easements. Developer shall design and construct, at the
Developer's cost and expense, an elevated terminus/platform (approximately 14-15 feet above grade) to accommodate the City's
development of the Future Baywalk (the launching site for a public pedestrian path connecting the baywalk south of 5th Street
across 5th Street onto the Development Site). Developer shall grant to the City access easements related thereto, including an
easement for a pedestrian path leading to the Future Baywalk Platform, and a separate easement for pedestrian and bicycle use
along West Avenue, between 5th Street and 6th Street.
• Developer to Grant Easement in Favor of City For Additional Lane on 5th Street. Developer shall grant to the City a perpetual,
non-revocable roadway easement against an up to 10 foot wide strip of land located within the Development Site, to provide an
additional lane on 5th Street from Interstate 395 (the "Future 5th Street Easement") for public vehicular and pedestrian use and
access, which easement will provide that the City will be responsible for the design, construction, maintenance, repair, safety and
security of the Future 5th Street and all improvements thereon.
• Developer to Construct Baywalks Between 10th Street and 12th Street. Developer shall complete, or cause to be completed, the
construction of the unfinished baywalks along 1000 West Avenue (Mirador 1000 Condo), 1100 West Avenue (Mondrian Hotel), and
1200 West Avenue (Mirador 1200 Condo) (collectively, the "Baywalks") subject to City's obtaining the permits and any necessary
consents for the Baywalks, and City's payment to the Developer for construction work completed on the Baywalks, in the amount
not-to-exceed $762,682.58.
• City Will Not Issue A Building Permit For Project Until Park Site Conveyed to City. City will not issue a building permit for the
Project until the Developer conveys the Park Site to the City, and all easements and other documents required by the Development
Agreement have been delivered to the City.
• City Will Not Issue a Temporary Certificate of Occupancy Or Certificate of Occupancy For the Project Until the Park Constructioin
is Completed. City will not issue a temporary certificate of occupancy or certificate of occupancy for the Project until Developer has
completed the Park construction and satisfied its obligations to the City under the Development Agreement.
• Demolition of South Shore Hospital. Developer will begin demolition the existing South Shore Hospital building within six (6)
months after the Developer obtains a final non-appealable Project Zoning Approval and Park Zoning Approval, and expiration of the
applicable appeal periods thereof.
• Outside Dates for Completion of Park Project. Developer shall complete the construction of the Park no later than eight(8)years
following the issuance of the building permit for the Project.
• Zoning Application Fees, Impact Fees and Concurrency Fees/Credits. Developer shall pay all zoning application fees,
concurrency mitigation fees and impact fees that may be applicable to the Project; provided, however, that if the City Commission
amends the City's Land Development Regulations to permit a waiver or refund of such fees, Developer shall be entitled to such
waiver or refund in accordance with the City's Land Development Regulations, as amended.
• Lender Agreement or Letter of Credit In Favor of City for Value of Park Improvements. As security for Developer's obligations to
deliver to the City a completed and constructed Park, Developer shall deliver to the City, either (1) an agreement with the
Developer's lender to fund the then remaining Park construction amount directly to the City in the event the Developer defaults on
its obligations; or (2) a letter of credit in favor of the City, in an amount equal to the Park construction amount (based on the
guaranteed maximum price contract for the construction of the Park), which would permit City to draw on the funds, and complete
the construction of the Park, in the event the Developer fails to do so.
• Developer to Pay for and Complete All Required Environmental Remediation at Park Site. Developer, at his sole cost and
expense, would pay for the required environmental remediation of the Park Site and, as part thereof, prior to conveying the Park
Site to the City, the Developer would complete all remediation required on,the Park Site, except for any arsenic remediation, which
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would be phased with the construction of the Park Site work and completed prior to City's acceptance of the constructed Park.
• Transfers Prior to Completion of Park Project. Prior to completion of the Park Project, Developer may transfer and assign its
interests in the Project and Development Agreement without City Commission approval, so long as a "Galbut Entity" (a) holds,
directly or indirectly, not less than a 10%ownership interest in the Development Site, (b)serves, directly or indirectly, as a manager
of the entity that is developing the Project and the Park Project, and (c) exercises, directly or indirectly, day-to-day operational
control of the entity as the manager of the entity that is developing the Project.A"Galbut Entity" includes (a)Russell Galbut; (b)any
spouse, child, grandchild or sibling of Russell Galbut; (c) any entities owned, directly or indirectly, one hundred percent (100%) by
Russell Galbut, or the foregoing family members, or(d)trusts for the benefit of Russell Galbut or the foregoing family members.
PLANNING AND ENVIRONMENTAL ANALYSIS AND RECOMMENDATIONS
The 500-700 blocks between Alton Road and West Avenue present some significant challenges as they pertain to property access,
but present key opportunities for water retention and treatment to improve stormwater management to the surrounding
neighborhood. In one of the lowest areas of the City, these sites present both a challenge and an opportunity from a land use and
sustainability standpoint.
From a climate resiliency strategy standpoint, the ability to acquire low lying areas in the City, for adaptation purposes, will be
critical in the long term. One of the biggest constraints the City faces in this regard is land value and the high cost of acquiring
underutilized and blighted property that is vulnerable. Another constraint is the limit on planning tools to acquire vulnerable sites,
such as transfer of development rights, density and height. As such, the City must evaluate opportunities for acquiring and
establishing adaptation areas on a case-by-case basis, and capitalize as these rare opportunities arise.
As it pertains to the 500-700 block proposal, a development opportunity has presented itself that could potentially align with the
adaptation area goals of the City's long term climate strategy. While the most ideal scenario would be for the City to purchase all of
the land area in the 500-700 blocks outright, and construct a passive, eco-park, the cost of such an endeavor, including land
acquisition, design, permitting and construction, would be prohibitive. As such, the next best scenario would be for an allowable
development project to partner in the creation of a passive, eco-park.
In this regard, Planning and Environmental staff believes that it will be critical for the proposal on the 500-700 blocks to have limited
parking pedestal footprints, and little to no below grade or basement parking. Specifically, for the City's overall resilience, both the
Development Agreement and the LDR Amendments to allow for a taller residential tower at the NE corner of the 500 block should
include the following:
a. A significant portion of the western half of the 500 block should consist of dedicated, fully pervious open space and should
capitalize on elevation differences between the at-grade and design elevations to provide stormwater retention and/or treatment
below the resulting land surface.
b. No less than 3.0 acres of the 600—700 block shall consist of dedicated, open green space, from the ground down and ground
up(no surface, structured or basement parking).
c. The parking required for the Floridian (700 block facing West Avenue) should be minimized in terms of its impact on the open
space areas. In this regard, such parking should, ideally, be incorporated within a limited, 2-story pedestal on the north side of the
700 block facing West Avenue.Alternatively, if a surface lot option is chosen, such lot should consist of fully pervious materials and
surface finishes.
Planning and Environmental staff also has serious concerns with the proposal for a surface parking lot adjacent to the proposed
retail structure within the 600 block. Specifically, the introduction of the surface parking lot prevents the retail building from being
able to fully integrate, engage and provide activation for the Park space, as it creates a physical barrier in the form of a suburban-
strip mall parking lot. Even new construction of buildings, Citywide, do not emulate failed suburban models such as this. As the
proposed Park is within an urban area,with a fully defined street and sidewalk grid, its design should reflect its setting.
Providing parking within the 600-700 blocks is also not necessary for the following additional reasons:
a.The City has re-prioritized its transportation modality hierarchy, specifically to highlight pedestrian movement and walkability, as
well as promote non-vehicular forms of transportation. Placing a surface parking lot within an urban park is completely counter to
this effort. Users of the Park, and the accessory retail building,should be encouraged to walk or bike to access the Park.
b.There is a fully accessible, public parking facility immediately across the street at 5th and Alton, as well as a publicly accessible
parking structure less than 2 blocks to the north at 9th and Alton.
c.The development site is located within Parking District No. 6,which has no parking requirements for smaller, neighborhood uses.
d. Surface parking is completely incongruous with a sustainable, urban park.
In order to effectuate the aforementioned goals and objectives, Planning and Environmental staff recommend that the following be
included in the proposed Development Agreement:
1.The proposed Park shall incorporate significant and substantial resiliency and sustainability components, which are measurable
and definable. Specifically, in order to address one of the lowest lying areas of the City from a stormwater and water storage
standpoint, the project architect and landscape architect shall further develop the environmental and sustainable components of
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the Park in conjunction with the Environmental and Sustainability and Planning Departments.At a minimum, the following shall be
required:
a.The overall Park programming shall be reduced in intensity and more open greenspace shall be provided;
b. Native and Florida Friendly species shall be used in the landscape design to reduce water consumption and the need for
fertilizer and pesticides
c.The storm water retention capabilities of the Park shall be clearly delineated;
d.A connection to the 6th Street outfall and pumping apparatus may be required, including infrastructure to treat water going to the
6th Street outfall.
2. The surface parking area proposed in front of the retail building shall be eliminated, in order for the retail building to fully
harmonize with the proposed park. Alternatively, a connected driveway, from 6th Street to Alton Road, may be proposed with
parallel parking. Such driveway shall be within the confines of the retail site and shall be composed of pervious pavers (no asphalt
or concrete), including all parking spaces, drive aisles and access points from the street.
3. The surface lot providing required parking for the Floridian at the NW corner of the development site shall consist of a 2-level
pedestal.Alternatively, if the surface lot is to remain, it shall be composed of pervious pavers (no asphalt or concrete), including all
parking spaces, drive aisles and access points from the street.Additionally, the landscape area that is provided along the perimeter
of the lot, and within the lot, shall not be included within the overall required minimum 3.0 acreage of the Park.
4. The final design and landscape details of the Park shall be subject to the review and approval of the Design Review Board
(DRB).At a minimum, the following shall be required:
a. Tunnels shall be prohibited.All elevated areas and berms shall be kept to a minimum and the design of the park shall allow for
unimpeded visibility from all public streets and sidewalks, and shall be free of visual barriers to the Park.
b. The transition of the elevated pink walkway along Alton Road from the top of the retail, to the ground at the north side of the
Park,facing Alton Road, shall be further developed and reduced in height,so as to maximize active public park space.
c. The location, width and quantity of dedicated, pedestrian paths around the perimeter of and through the Park shall be
substantially increased and further developed. Such walkways shall be accessible at all times, even when access to the raised pink
walkways is limited. -
d.The perimeter sidewalks along West Avenue,Alton Road and the south side of the Park shall be widened and better integrated
with the Park. Canopy trees shall be planted close to the back of curbs in a rhythm to provide continuous shade and to buffer
pedestrians from the surrounding streets. Large single trunk palm species may be used to define gateways or Park entry points but
not as predominant street trees.
e. Vehicular access including, but not limited to, drop-off and pick-up, parking and loading, as well as turn arounds, shall not be
permitted anywhere in the Park.
PENDING ITEMS TO BE RESOLVED
The Administration requests direction as to the following items, which either involve policy matters or business issues with respect
to the Project:
1. Height of Tower. On September 28, 2018, the Land Use Committee recommended that the height of the tower not exceed 484
feet. On October 23, 2018, at the request of the Developer, the Planning Board recommended that the height of the tower not
exceed 519 feet.The Administration recommends that the height of the tower remain at the 484 feet.
2. Hotel Uses. Hotel uses were not considered by the Finance Committee at its July 27, 2018 meeting, or by the Land Use
Committee, at its September 28, 2018 meeting. On October 23, 2018, the Developer requested, and the Planning Board
recommended, that the uses permitted on the Development Site include up to (i)410 units (including multi-family residential units,
single-family detached units, townhomes, condominiums, and apartments), with up to a total of sixty (60) or twenty percent (20%)
of such units, whichever is less, consisting of hotel, apartment hotel, or suite hotel units. The Administration recommends that
hotels, suite hotels and apartment-hotels NOT be permitted, and that the entire residential tower consistent solely of residential
units.
3. Size of Park. At the July 27, 2018 Finance Committee meeting, the Finance Committee approved a term sheet providing that
Developer would convey to the City a park consisting of a minimum of 3.0 acres.The proposed Park Concept Plan provides for the
City to receive property consisting of 3.0 acres, of which .11 acres will be deemed as part of the "Park" but used as the required
landscaping for the Floridian parking lot, as depicted in the overall site plan. The Administration recommends that the landscaping
surrounding the Floridian parking not be considered part of the minimum 3.0 acres of park land, and that the overall acreage of the
Park be increased by eliminating the surface parking area in front of the proposed retail building.
4.Outside Date for Completion of Park Project.The Developer has proposed an"outside date"for completion of the Park Project of
eight (8) years from the issuance of the initial Building Permit for the Project, largely due to the Developer's request that the Park
Site first be used for construction staging for the construction of the Project, to minimize traffic and other impacts. The Developer is
evaluating the feasibility of a construction schedule that would expedite, and prioritize,the completion of the Park at an earlier date.
The Administration recommends that the Park be substantially complete within four (4) years from the issuance of the Building
Permit for the Project.
5. Waiver of Zoning Application Fees and Concurrency and Impact Fees. The Developer has requested that the City waive all
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zoning application fees for both Project and Park applications, in the approximate amount of $300,000. Developer has also
requested waiver of impact fees, and credit for any prior Transportation Concurrency Mitigation fees for prior development, namely
any fees previously paid for the South Shore Hospital (with an approximated estimated range between $250,000 to$500,000).The
foregoing waivers can only be accomplished by amending the City's Land Development Regulations. The Administration
recommends this item be referred for discussion to the appropriate Boards and Committees.
6. Consents In Connection with Baywalk Construction. As part of the permit applications for the construction of the Baywalks,
consent is required from the upland adjacent property owners. Developer has agreed to provide any consents that may be required
from the Mondrian association, as Developer controls the Mondrian. Developer has requested that the City be responsible for
obtaining any consents that may be required from the Mirador I and II as well as 1220 West Ave associations. Without such
consents, the Baywalks cannot be constructed, and the associated public benefits would not be realized. Administration
recommends these consents be explored further and obtained if possible.
7. Park Concept Plan /Tunnel Design. The concept plan of the Park is still being refined. Planning and Environmental staff have
provided detailed recommendations, as this needs to be approved concurrent with the Development Agreement. These items,
including the affirmative confirmation that cisterns or other water storage vessels will be included in the design, are needed before
the Administration can make a recommendation on the Park Concept Plan.
8. Limitation on City's Ability to Terminate for Cause. Developer has requested that, after the conveyance of the Park Site to the
City, in the event the Developer defaults on its obligations under the Agreement, the City limit its remedies to an action for
monetary damages or specific performance (if any is available),with no ability to terminate the Development Agreement for cause,
without regard to the nature of the Developer's default. The City has never agreed to, and the City Attorney does not recommend,
any such limitation on the ability to terminate an Agreement for cause. As a general matter, the mere possibility of a termination for
cause is often a sufficient "hammer" to ensure that a Developer honors its contractual obligations. Eliminating the City's ability to
terminate for cause would essentially provide that, no matter what the developer does or fails to do with respect to the Project, and
no matter what the potential harm may be, the development rights provided for in the Development Agreement will be absolutely
"guaranteed"to the Developer.As the proposed remedy may be insufficient; it is not recommended.
CONCLUSION
For the reasons outlined in this Memorandum, the Administration recommends approval of the Development Agreement on first
reading and setting the public hearing for 2nd reading for December 12th, 2018 with additional negotiation between first and
second reading to resolve the remaining items enumerated above.
Legislative Tracking
Public Works
ATTACHMENTS:
Description
❑ Resolution
❑ Exhibit 1 -Park Concept Plan
❑ Exhibit 2-Development Agreement
❑ Ad
https://miamibeach.novusagenda.com/agendapublic/CoverSheet.aspx?ItemID=10452&MeetinglD=438 6/6
EXHIBIT "2"
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2900 Oak Avenue,Miami,FL 33133 500—600 -700 ALTON ROADED. DATE: A1-00
T 305.372.1812 F 305.372.1175
Na copies,Vansmissiona,repioao tions,ar eleWonic msnipobton of any genion sl these dnwn9s in sMob or in pan era to be made W,Nout Ne express mitten perndssion at MIAMI BEACH,FL 33139 12/05/2018
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EXHIBIT "3"
UPDATED DRAFT OF DEVELOPMENT
AGREEMENT
Prepared by and Return to:
Holland & Knight LLP
Attn:Joseph G. Goldstein
701 Brickell Avenue
Miami, Florida 33131
(Space Reserved for Clerk)
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into as of the
[ ] day of [ ] 2018, by and among the CITY OF MIAMI BEACH, a Florida
municipal corporation (the "City"), and jointly and severally, 500 ALTON ROAD VENTURES, LLC, a
Delaware limited liability company, 1220 SIXTH, LLC, a Delaware limited liability company,SOUTH
BEACH HEIGHTS I, LLC, a Delaware limited liability company, and KGM EQUITIES, LLC, a Delaware
limited liability company (collectively, the "Developer").
Introduction
A. The property that is the subject of this Agreement lies in Miami Beach, Miami-
Dade County, Florida. This Agreement, among other things, is intended to and shall constitute a
development agreement between the parties pursuant to Sections 163.3220-163.3243, Florida
Statutes, and Section 118-4 of the City's Code.
B. The Developer owns or has a legal or equitable interest in the property located at
the 500-700 blocks of Alton Road, Miami Beach, Florida, more specifically described in Exhibit
"A" attached hereto and incorporated herein by this reference (the "Developer Property").
C. The City owns or has a legal or equitable interest in the property more specifically
described in Exhibit "B" attached hereto and incorporated herein by this reference (the "City
Parcel"),which is currently improved with 6th Street, lying between Alton Road and West Avenue,
Miami Beach, Florida.
D. The Developer wishes to obtain ownership of the City'Parcel to provide a unified
development site with respect to the Developer Property. The Developer Property and the City
Parcel combined constitute the "Property" and is more specifically described in Exhibit "C"
attached hereto and incorporated herein by this reference.
E. The Developer intends to (1) convey that portion of the Property consisting of 3.0
acres and more specifically described in Exhibit "D" attached hereto and incorporated herein by
this reference (the "Park Site") to the City and thereafter improve the same, at the Developer's
1
sole cost and expense, with the "Park Project" based upon the "Park Concept Plan" (as those
terms are more specifically defined below), and (2) redevelop the remainder of the Property
(inclusive of the City Parcel), more specifically described in Exhibit "E" attached hereto and
incorporated herein by this reference (the "Development Site"), with the "Project" (as more
specifically defined below).
F. The City is willing to vacate and convey the City Parcel to the Developer
simultaneously with the Developer conveying the Park Site to the City, subject to (1) the
Developer granting to the City a perpetual, non-revocable roadway easement over the City Parcel
(to include public utilities,vehicular and pedestrian uses)to provide a through street on 6th Street
as a connector between West Avenue and Alton Road, (the "6th Street Easement"), and (2) the
Developer's compliance with the terms and provisions contained in this Agreement, the
"Purchase and Sale Agreement", and the "Vacation Resolution" (as those terms are more
specifically defined below).
G. The City wishes that the Developer, and the Developer is willing to, construct the
"Baywalk Improvements" (as more specifically defined below)with respect to three (3)segments
of the City's Baywalk (i.e., the Mirador 1 Baywalk, the Mirador 2 Baywalk and the Mondrian
Baywalk, as further described in Exhibits"G," "H",and "I", respectively) adjoining the intracoastal
waterway, subject to and in accordance with the terms and provisions contained in this
Agreement.
H. Concurrently with this Agreement, the City has approved the vacation of the City
Parcel pursuant to the Vacation Resolution, subject to and conditioned upon the terms and
conditions contained in such Vacation Resolution,including,without limitation, (1)the Developer
granting the 6th Street Easement to the City, (2)the Developer conveying the Park Site to the City,
(3) the Developer's commitment to construct the Park Project on the Park Site based upon the
Park Concept Plan at the Developer's sole cost and expense, (4) the Developer's commitment to
complete the Baywalk Improvements with respect to three (3) segments of the City's Baywalk
(i.e., the Mirador 1 Baywalk, the Mirador 2 Baywalk and the Mondrian Baywalk) adjoining the
Intracoastal waterway, and (5)the Developer's commitment to grant a perpetual, non-revocable
roadway easement in favor of the City against the property more specifically described in Exhibit
"F" attached hereto and incorporated herein by this reference (the "5th Street Easement") to
provide an additional ten (10)foot wide lane on 5th Street onto Interstate 395 for public vehicular
and pedestrian uses.
The City is a Florida municipal corporation with powers and authority conferred
under the Florida Constitution,the Municipal Home Rule Powers Act, Florida Statutes,the Miami
Beach City Charter and the Miami Beach City Code of Ordinances. The City has all governmental,
2
corporate and proprietary powers to enable it to conduct municipal government, perform
municipal and governmental functions, and render municipal services, including the authority to
adopt, implement and enforce (together with any other required governmental approvals)
comprehensive plans, zoning ordinances, redevelopment plans, and other police power and
legislative measures necessary to assure the health, safety and general welfare of the City and its
inhabitants.
J. Having fully considered this Agreement at two (2) duly noticed public hearings in
compliance with Section 163.3225 of the Act; and, having determined that the Project,the Park
Project and this Agreement are in compliance with the City's Comprehensive Plan and Land
Development Regulations (as may be amended by the "Land Development Regulation
Amendments" (as more specifically defined below)) as of the Effective Date; and, having further
determined that it is in the City's best interest to address the issues covered by this Agreement
in a comprehensive manner;the City has agreed to enter into this Agreement with the Developer.
K. The City has determined that the Project, the Park Project, the Baywalk
Improvements,the 6th Street Easement, and the 5th Street Easement will benefit the City and the
public, including without limitation, that the Project and Park Project will improve the southern
entrance to the City, and that the Park Project will provide a significant public amenity and
increase recreational open space in the southern portion of the City, and that the 5th Street
Easement will improve traffic conditions in the southern portion of the City.
L. All capitalized terms used in this Introduction are defined in Paragraph 3 of or
elsewhere in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable
consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereby
agree as follows:
1 Recitations. The foregoing recitations are true and correct and are incorporated
herein by this reference.
2 Authority. This Agreement is entered into pursuant to the authority and
procedures provided by the Act and Section 118-4 of the City's Code.
3 Definitions. All capitalized terms used in this Agreement shall have the definitions
set forth in this Paragraph 3 unless such terms are defined elsewhere in the body of this
Agreement.
3.1 "Act" shall mean the Florida Local Government Development Agreement
Act (Sections 163.3220- 163.3243, Florida Statutes (2014)).
3
3.2 "Baywalk Improvements" shall mean the specific improvements to
portions of the City's Baywalk along the intracoastal waterway as described in the
Comprehensive Plan, which improvements are more specifically referred to and described as
either the Mirador 1 Baywalk (in Exhibit "G" attached hereto and incorporated herein by this
reference), the Mirador 2 Baywalk (in Exhibit "H" attached hereto and incorporated herein by
this reference), or the Mondrian Baywalk(in Exhibit"I" attached hereto and incorporated herein
by this reference).
3.3 "Building Permit"shall mean any permit issued by the City of Miami Beach
Building Department or Building Official, including any foundation, building or phase permits.
3.4 "Business Day" shall mean any day other than a Saturday, Sunday, any
federal or state holiday and the following Jewish holidays: Passover (the first two (2) days and
last two (2) days only), Shavuot (two (2) days), Rosh Hashanah (two (2) days), Yom Kippur (one
(1) day), and Sukkot (the first two (2) days and last two (2) days only). If any period expires on a
day which is not a Business Day or any event or condition is required by the terms of this
Agreement to occur or be fulfilled on a day which is not a Business Day, such period shall.expire
or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding
Business Day.
3.5 "City" shall mean the City of Miami Beach, a Florida municipal corporation,
having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139. In all
respects hereunder, the City's obligations and performance is pursuant to the City's position as
the owner of the City Parcel acting in its proprietary capacity. In the event the City exercises its
regulatory authority as a governmental body, the exercise of such regulatory authority and the
enforcement of any laws, rules, regulations, ordinances, and plans (including through the
exercise of the City's building, fire, code enforcement, police department or otherwise) shall be
deemed to have occurred pursuant to the City's regulatory authority as a governmental body and
shall not be attributable in any manner to the City as a party to this Agreement or in any way
deemed in conflict with, or a default under,the City's obligations hereunder.
3.6 "City Parcel"shall mean the property more specifically described in Exhibit
"B" attached hereto and incorporated herein by this reference.
3.7 "Closing" shall mean the formal exchange of documents between the
parties, as further described in Paragraph 9 of this Agreement. The Closing shall occur on a date
set by the Developer, not later than four (4) years following the Effective Date, on not less than
ten (10) Business Days prior written notice to the City, provided the Developer has satisfied: (a)
the "Hazardous Substance Environmental Contingency" (as more specifically defined below) as
to the entire Park Site; and (b) subparagraphs 17(a) and (c) of this Agreement with respect to
"Phase 1" of the Park Project (as more specifically defined below). Failure to close not later than
four(4)years following the Effective Date shall constitute a default under this Agreement, unless
the Closing is extended in writing by mutual agreement of the Developer and the City, with such
extension subject to prior City Commission approval.
4
3.8 "Comprehensive Plan" shall mean the comprehensive plan which the City
has adopted and implemented for the redevelopment and continuing development of the City
pursuant to Chapter 163 Part II, of the Florida Statutes.
3.9 "Covenant in Lieu of Unity of Title"shall mean the covenant in lieu of unity
of title covering the Property substantially in the form of Exhibit "J" attached hereto and
incorporated herein by this reference.
3.10 "Developer" shall mean the persons or entities named in the preamble to
this Agreement, and any permitted successors, assigns, or heirs thereof; provided, however,the
term "Developer" shall not mean the City.
3.11 "Development Order" shall mean any order granting, denying, or granting
with conditions an application for a Development Permit.
3.12 "Development Site" shall mean the property more specifically described
in Exhibit "E" attached hereto and incorporated herein by this reference.
3.13 "Development Permit" shall have the meaning set forth in Section
163.3221(5), Florida Statutes (2017).
3.14 "Effective Date" shall mean the date when the City records the executed
Agreement in the Public Records of Miami-Dade County, as provided in Section 163.3239, Florida
Statutes (2017), and subparagraph 26(a) of this Agreement.
3.15 "Environmental Contingency"shall mean the remediation of the Park Site,
as further described in subparagraphs 6(c)(i) through (iv) of this Agreement.
3.16 "Execution Date" shall mean the date the last of the required parties
executes this Agreement.
3.17 "Hold Harmless Agreement" shall mean the Hold Harmless Agreement
substantially in the form of Exhibit "K" attached hereto and incorporated herein by this
reference.
3.18 "Land Development Regulations" shall have the meaning set forth in
Section 163.3221(8), Florida Statutes (2017) and shall also include, without limitation, the
definition of"land development regulations" in Section 114-1 of the City's Code.
3.19 "Land Development Regulation Amendments"shall mean an amendment
to the Comprehensive Plan and to the Land Development Regulations to, among other things: (a)
amend the Comprehensive Plan to change the'designation of those portions of the Property
designated CPS-2 and RM-2 to the designation CD-2; (b) rezone those portions of the Property
zoned CPS-2 and RM-2 to the zoning district CD-2; and (c) amend the text of the Land
Development Regulations to authorize up to 519 feet in height (as measured from Base Flood
Elevation +5 to the main roof line) within the CD-2 zoning district.
5
3.20 "Laws" shall mean all laws, rules, regulations, ordinances, plans,
resolutions, comprehensive plans and land development regulations, specifically including the
City's Comprehensive Plan and the City's Land Development Regulations.
3.21 "Park Concept Plan" shall mean the plans, designs and drawings
illustrating the proposed concept for the world-class public municipal park to be developed on
the Park Site, approved by the City Commission, which approved plans are attached in Exhibit
"L" hereto and incorporated herein by this reference.
3.22 "Park Project" shall mean the improvements to be made to the Park Site,
as further described in subparagraph'7(d) of this Agreement.
3.23 "Park Site" shall mean the property more specifically described in Exhibit
"D" attached hereto and incorporated herein by this reference.
3.24 "Park Site Owner" shall mean, collectively, South Beach Heights I, LLC, a
Delaware limited liability company, and KGM Equities, LLC, a Delaware limited liability
company, and any permitted successors, assigns, or heirs thereof.
3.25 "Project" shall mean the development of the Development Site consistent
with the zoning regulations of the City's Land Development Regulations (as may be amended by
the Land Development Regulation Amendments) and the following provisions:
(a) The maximum total floor area permitted upon the Property shall
not exceed that provided by the City's Land Development Regulations for the purposes of
determining population densities and building intensities as required by the Act; provided,
however, if the entire Property is rezoned to CD-2, then the maximum floor area developed on
the Development Site shall not exceed 571,000 square feet of floor area, as determined by the
City's Land Development Regulations (as may be amended by the Land Development Regulation
Amendments), and which floor area shall exclude non-floor area ratio areas as set forth in such
Land Development Regulations (as may be amended by the Land Development Regulation
Amendments),such as the floor area exclusion for projecting balconies free of structural columns
and/or walls and open on at least two sides.
(b) The (i) height of any multi-family residential tower on the
Development Site shall not exceed 519 feet in height (as measured from Base Flood Elevation +5
to the main roof line) and any architectural projections will comply with the terms of the Land
Development Regulations (as may be amended by the Land Development Regulation
Amendments),and (ii)floor plate of any residential floor within any multi-family residential tower
on the Development Site shall not exceed 13,800 square feet of floor area ratio.
(c) The uses permitted on the Development Site shall have a maximum
of: (i) 410 units (including multi-family residential units, single-family detached units,
townhomes, condominiums, and apartments),with up to a total of nine (9)or three percent (3%)
of such units, whichever is less, consisting of"Amenity Guest Apartment Units" available for use
6
only by the owner of units in and/or residents of the multi-family residential tower in which such
units are located and the relatives, guests and invitees of such unit owners and/or residents (with
no advertisements or listings of such Amenity Guest Apartment Units for rental by the general
public, and no activity or operation of such Amenity Guest Apartment Units that would require
a hotel license or public lodging establishment license by the State of Florida Department of
Business and Professional Regulation) (such ; and (ii) 15,000 square feet of retail uses. Except
with respect to the Amenity Guest Apartment Units, the Developer acknowledges and agrees
that, as part of the consideration to the City for the vacation of the City Parcel and for entering
into this Agreement, any agreements for the rental, lease, use or occupancy of residential units
within the Development Site for periods of less than thirty(30) days shall be expressly prohibited.
(d) Any multi-family residential tower constructed within the 500 block
of Alton Road shall be located within the northeast quadrant of the 500 block of Alton Road.
(e) No parking, whether surface or underground, will be constructed
on any part of the Park Site.
(f) The Project shall include on-site parking in accordance with the
provisions of the Land Development Regulations (as may be amended by the Land Development
Regulation Amendments).
3.26 "Property" shall mean the property more specifically described in Exhibit
"C" attached hereto and incorporated herein by this reference.
3.27 "Purchase and Sale Agreement" shall mean the Purchase and Sale
Agreement substantially in the form of Exhibit"M" attached hereto and incorporated herein by
this reference.
3.28 "South Shore Hospital" shall mean the structure currently located on the
600 Block of Alton Road.
3.29 "Vacation Resolution" shall mean the City's Resolution No.
[ ], approving,with conditions,the vacation of the City Parcel,which Vacation
Resolution shall be substantially in the form of Exhibit "N" attached hereto and incorporated
herein by this reference.
3.30 "World-class" shall mean, with respect to the Park Project, the same or
substantially similar standard of physical and operational quality for the facilities, landscaping
and associated infrastructure as the following parks as of the Effective Date: Millennium Park,
Chicago, Illinois; South Point Park, Miami Beach, Florida; and Soundscape Park, Miami Beach,
Florida. The world-class standard shall be conclusively deemed satisfied upon the issuance of the
"Park Zoning Approval" (as more specifically defined below).
4 Initial Obligations of the City and the Developer. The following will constitute the
initial obligations of the Developer and the City:
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(a) Purchase and Sale Agreement for Park Site and City Parcel. Within ten(10)
Business Days from the Effective Date,the City and the Developer shall execute the Purchase and
Sale Agreement. If a party fails to execute the Purchase and Sale Agreement within such ten (10)
Business Day period, then the other party shall have the right to terminate this Agreement in
accordance with Paragraph 34 of this Agreement.
(b) Vacation Resolution for City Parcel. Prior to the Effective Date, the
Developer submitted an application for the vacation of the City Parcel, which application was
favorably acted upon and approved by the City Commission on December 12, 2018, subject to
the conditions set forth in the Vacation Resolution.
(c) Land Development Regulation Amendments. Prior to the Effective Date,
the Developer submitted an application for the Land Development Regulation Amendments,
which application was favorably acted upon and approved by the City Commission on December
12, 2018.
5 Termination. INTENTIONALLY DELETED
DEVELOPMENT APPROVALS
6 Environmental Review.
(a) Prior to the Effective Date,the Developer delivered to the City and the City
has reviewed the following environmental assessments with respect to the Park Site: (i) Limited
Soil and Groundwater Assessment Report dated October 11, 2018 prepared by GFA International,
Inc., bearing GFA Project No. 14-1421.02, and (ii) Additional Soil and Groundwater Assessment
Report dated October 22, 2018 prepared by GFA International, Inc., bearing GFA Project No. 14-
1421.03 (collectively, the "Developer Environmental Assessments").
(b) From the Effective Date through the date that is one hundred and twenty
(120) days after the Effective Date (the "Environmental Due Diligence Period"), the City and its
third party environmental consultants (collectively,the "Environmental Consultants")shall have
the right, but not the obligation, to enter and come upon the Park Site to conduct, at the City's
sole cost and expense, its own environmental due diligence (including physical inspections,tests,
studies, samplings and analyses (including soil borings and invasive environmental testing)) of
the Park Site (collectively, the "Environmental Inspections"). The City shall provide the
Developer with not less than five (5) Business Days advance written notice of the date and time
it or any of its Environmental Consultants seek to enter and come upon the Park Site to conduct
any Environmental Inspections thereof, and the Developer shall provide the City and its
Environmental Consultants with access to the Park Site on such date and time for such purpose.
Prior to the City or any of its Environmental Consultants entering or coming upon the Park
Site, the City shall cause its Environmental Consultants to have first obtained general liability
insurance coverage insuring the Developer from and against any and all claims, demands,actions,
losses, liabilities, damages, fees, costs and expenses (including, without limitation, attorneys'
8
fees and costs through all trial, appellate and post-judgment levels and proceedings) (collectively,
"Claims") arising out of any [activities] of the Environmental Consultants while on the Park Site.
Such insurance shall: (i) be issued by an insurance company licensed in the State of Florida with
an A.M. Best Rating of at least A- VIII; (ii) provide coverage for injury to or death of any person
and damage to or destruction of any property in an amount not less than $1,000,000.00 for injury
or death to any one person, $2,000,000.00 for injury or death to more than one person, and
$500,000.00 with respect to property damage; (iii) name the Developer as an additional insured;
(iv) contain a severability of interest provision; (v) contain a provision that such insurance shall
be primary and non-contributing with any other insurance of the Developer, or of the City or of
any Environmental Consultant of the City; and (vi) include a waiver of subrogation in favor of the
Developer. The City and its Environmental Consultants shall also obtain and maintain worker's
compensation insurance for all of their respective employees in accordance with Florida law. The
City shall cause its Environmental Consultants to deliver a certificate of insurance to the
Developer evidencing compliance with the foregoing insurance requirements prior to entering or
coming upon the Park Site.
The Developer shall have the right to be present while the City and/or any of its
Environmental Consultants conduct any Environmental Inspections of the Park Site. If requested
by the Developer, the City shall provide the Developer with copies of all data, reports,
assessments, analysis and other information prepared by or for the City in connection with or as
a result of its Environmental Inspections of the Park Site (collectively, the "City Environmental
Assessments") promptly after such request. Upon completion of its Environmental Inspections,
the City shall promptly restore the Park Site (including, without limitation, repairing any damage
to the Park Site caused by any entry upon or Environmental Inspection performed by or on behalf
of the City) to the same condition as existed prior to any such Environmental Inspections.
The City shall: (i) keep the Park Site free from any claims, liens and encumbrances arising
as result of any Environmental Inspections conducted by or on behalf of the City; and (ii)
discharge any such claims, liens and encumbrances (by payment, bond, indemnity or otherwise)
within fifteen (15) days after the City becomes aware of the same; and (iii) solely to the extent
and limits set forth in Section 768.28 of the Florida Statutes, and without waiving any rights or
defenses thereunder, indemnify, defend and hold harmless the Developer from and against any
and all Claims in connection with, relating to or arising out of any such claims, liens and
encumbrances. Solely to the extent and limits permitted by Section 768.28 of the Florida
Statutes, and without waiving any rights or defenses thereunder,the City shall indemnify, defend
and hold harmless the Developer from and against any and all Claims brought,sought or incurred
by or against the Developer in connection with, relating to or arising out of any negligence or
willful misconduct by the City relating to (xi) the City's entering or coming upon the Park Site,
and/or (xii) any Environmental Inspections conducted by or on behalf of the City, whether any of
the foregoing arise or occur prior to, on or after the Effective Date. This paragraph shall survive
the expiration or any earlier termination of this Agreement.
If the City fails to conduct its Environmental Inspections, or fails to deliver to the
Developer the City Environmental Assessments, prior to the expiration of the Environmental Due
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Diligence Period,then the City shall have waived its right to object to the environmental condition
of the Park Site, except for any environmental condition of the Park Site disclosed in the
Developer Environmental Assessments. This paragraph shall survive the expiration or any earlier
termination of this Agreement.
(c) The Developer shall remediate all hazardous substances within the Park
Site identified in the Developer Environmental Assessments and/or in any timely delivered City
Environmental Assessments as follows (the obligations of the Developer set forth in
subparagraphs (i) through (iv) below are referred to herein collectively as the "Environmental
Contingency"):
(i) If the Developer Environmental Assessments and/or any timely
delivered City Environmental Assessments identifies any arsenic within the Park Site that is in
violation of any environmental laws, rules, regulations or standards applicable to the use of the
Park Site as a public municipal park in the City of Miami Beach, then the Developer shall deliver
to the City on or before Closing a bond, letter of credit, or similar security reasonably acceptable
to the City in an amount equal to the cost of remediating the Park Site for such arsenic (the
"Arsenic Surety").
(ii) If the Developer Environmental Assessments and/or any timely
delivered City Environmental Assessments identifies any hazardous substance (other than
arsenic) within the Park Site that is in violation of any environmental laws, rules, regulations or
standards applicable to the use of the Park Site as a public municipal park in the City of Miami
Beach, then the Developer shall remediate the Park Site for such hazardous substances prior to
Closing (the "Hazardous Substance Environmental Contingency").
(iii) If the Developer Environmental Assessments and/or any timely
delivered City Environmental Assessments identifies any arsenic within the Park Site that is in
violation of any environmental laws, rules, regulations or standards applicable to the use of the
Park Site as a public municipal park in the City of Miami Beach, then the Developer shall
remediate the Park Site for such arsenic prior to conveying the completed Park Project to the
City. If the Developer fails to remediate the Park Site for arsenic prior to conveying the completed
Park Project to the City, and such failure is not cured by Developer within any applicable notice
and cure period, then the City may draw on the Arsenic Surety for the purpose of remediating
the Park Site for such arsenic.
(iv) For purposes of this Agreement,the term "remediate" (and words
derivative thereof or of similar import such as "remediation") shall mean all actions necessary to
obtain regulatory closure of the remediation at issue with conditions from Miami-Dade County
Department of Regulatory and Economic Resources — Division of Environmental Resources
Management ("DERM") and/or any other agency, department or governmental authority having
jurisdiction over such remediation (any other agency, department or governmental authority
having jurisdiction over such remediation is referred to herein as an "Applicable Environmental
Agency"). Such conditional closure shall allow for recordation of a covenant in favor of Miami-
Dade County and/or any other Applicable Environmental Agency against title to the Park Site that
10
provides for implementation of an approved engineering control (such as a clean soil cap) and, if
necessary, prohibits use of groundwater for consumption or irrigation. In addition,the Developer
may also, in its sole and absolute discretion, elect to remediate in full or in part by seeking
approval from DERM and/or any other Applicable Environm ntal Agency of"Alternative Cleanup
Target Levels" or by conducting source removal. In the even that the Developer elects to pursue
conditional closure for soils on the Park Site based in part or in full on the use of an engineering
control, the Developer shall be required to obtain approval from DERM and/or any other
Applicable Environmental Agency of an "Engineering CglIntrol Plan" with respect to such
engineering control. The Developer's obligations under this Paragraph (i.e., satisfaction of the
Hazardous Substance Environmental Contingency and/or satisfaction of the Environmental
Contingency(as applicable))shall be deemed complete upon issuance by DERM and/or any other
Applicable Environmental Agency of correspondence indic ting that no further remediation is
required with respect to the Park Site. Prior to Closing, the Developer shall have the right to
execute and record any and all agreements, documents and/or instruments against title to the
Park Site in connection with its remediation of the Park Site. After Closing,the City shall promptly
execute and deliver to the Developer(and the Developer shall have the right to thereafter record
against title to the Park Site) any and all agreements, documents and/or instruments requested
by the Developer in connection with its remediation of the Park Site, subject to the City's right to
approve any such agreements, documents and/or instruments, which approval shall not be
unreasonably withheld, conditioned or delayed.
7 Submittal Of DRB and Planning Board Applications.
(a) The Developer acknowledges that deJelopment of the Project will require
design review approval by the City's Design Review Board and conditional use approval by the
City's Planning Board (collectively,the "Project Zoning Apprvals"), and that development of the
Park Project will require design review approval by the Cit 's Design Review Board (the "Park
Zoning Approval"). The Developer further acknowledges hat until the effective date of the
Vacation Resolution and the Closing, the City remains the oI ner of the City Parcel, and that no
application for design review approval for the Project, or ap plication for conditional use approval
for the Project, or zoning application for any other development that includes the City Parcel,
may lawfully be submitted to the City without the City's join er to such application while the City
is the owner of the City Parcel.
(b) The Developer shall prepare applica ions requesting the Project Zoning
Approvals(collectively,the"Project Zoning Applications"). he preparation of the Project Zoning
Applications shall'be at the sole cost and expense of the D veloper, in accordance with all City
requirements, and shall include proposed plans sufficiently developed to permit the City's Design
Review Board or Planning Board (as applicable)to act on the Project Zoning Application. The City
shall join in such Project Zoning Applications as the owner f the City Parcel, provided that the
development requested in the Project Zoning Applications conforms with the Project as defined
in this Agreement.
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(c) The Developer shall file the Project Zoning Applications with the City within
six (6) months after the Effective Date; provided, however, the Developer shall not pay any
application fees for the Project Zoning Applications at the time of filing. The City shall accept the
Developer's filing of the Project Zoning Applications without payment of the application fees at
the time of filing; provided, however, the City shall not be obligated to diligently process the
Project Zoning Applications pursuant to the requirements of the City Code through the issuance
of the Project Zoning Approval unless and until the application fees for the Project Zoning
Applications have been paid by the Developer or waived by the City under the "Application Fee
Waiver/Refund Ordinance"-(as more specifically defined below). The Developer acknowledges
that review of the Project Zoning Applications by the City and its Boards is quasi-judicial, and that
nothing in this Agreement obligates the City to approve the Project Zoning Applications or limits
the quasi-judicial authority of the City and its Boards to impose conditions or take any action on
the Project Zoning Applications as provided by the City Code. If either or both of the Project
Zoning Applications is or are denied by the City, or if either or both of the Project Zoning
Approvals contain any terms, conditions or obligations not consistent with the terms and
conditions of this Agreement or otherwise unacceptable to Developer in its sole and absolute
discretion, then the Developer may elect to: (i) diligently prepare revised Project Zoning
Applications requesting the Project Zoning Approvals for a revised Project that still conforms with
the Project as defined in this Agreement; (ii) exercise any rights of appeal the Developer may
have; or (iii)terminate this Agreement in accordance with Paragraph 34 of this Agreement.
(d) The City Commission, in its proprietary capacity, has approved the Park
Concept Plan as set forth in Exhibit "L" attached hereto and incorporated herein by this
reference. The Developer shall prepare an application requesting the Park Zoning Approval (the
"Park Zoning Application"). The preparation of the Park Zoning Application shall be at the sole
cost and expense of the Developer, in accordance with all City requirements, and include plans
sufficiently developed to permit City's Design Review Board to act on the Park Zoning Application.
The proposed Park Project in the Park Zoning Application must be substantially similar in all
material respects to the Park Concept Plan as set forth in Exhibit "L" attached hereto and
incorporated herein by this reference unless the City Commission, in its proprietary capacity,
approves such material changes. If the City's Planning Director determines that the proposed
Park Project in the Park Zoning Application is not substantially similar in all material respects to
the Park Concept Plan as set forth in Exhibit"1" attached hereto and incorporated herein by this
reference, then such substantial and material changes shall be subject to the City Commission's
approval, in its proprietary capacity, prior to the Park Zoning Application being heard by the City's
Design Review Board. The Developer shall file the Park Zoning Application with the City within
six (6) months after the Effective Date; provided, however, the Developer shall not pay any
application fees for the Park Zoning Application at the time of filing. The City shall accept the
Developer's filing of the Park Zoning Application without payment of the application fees at the
time of filing; provided, however, the City shall not be obligated to diligently process the Park
Zoning Application pursuant to the requirements of the City Code through the issuance of the
Park Zoning Approval unless and until the application fees for the Park Zoning Application have
been paid by the Developer or waived by the City under the Application Fee Waiver/Refund
Ordinance. The Developer acknowledges that review of the Park Zoning Application by the City
12
and its Boards is quasi-judicial, and that nothing in this Agreement obligates the City to approve
that application or limits the quasi-judicial authority of the City and its Boards to impose
conditions or take any action on the Park Zoning Applications as provided by the City Code.
Without limitation of the foregoing, the following Planning Department recommendations may
be considered by the Design Review Board in its review of the Park Zoning Application:
(i) The environmental and sustainable components of the park, and
whether the park incorporates significant and measurable resiliency and sustainability
components;
(ii) The proposed reduction in intensity for the overall park
programming,to provide as much open greenspace as possible;
(iii) The use of native and Florida-friendly species in the landscape
design to reduce water consumption and the need for fertilizer and pesticides;
(iv) The extent to which storm water retention capabilities of the park
are clearly delineated;
(v) The infrastructure proposed for treating water going to the 6th
Street outfall;
(vi) The extent to which all elevated areas and berms are kept to a
minimum (with tunnels prohibited), with the design of the park to allow for unimpeded visibility
from all public streets and sidewalks, free of visual barriers to the park;
(vii) The proposed transition of the elevated pink walkway along Alton
Road from the top of the retail, to the ground at the north side of the park facing Alton Road,
with reduction in height so as to maximize active public park space;
(viii) The location, width and quantity of dedicated, pedestrian paths
around the perimeter of and through the park, and whether such walkways are accessible at all
times, even when access to the raised pink walkways is limited;
(ix) The proposed integration and width of the perimeter sidewalks
along West Avenue, Alton Road and the south side of the park, and the extent to which canopy
trees will be planted close to the back of curbs in a rhythm to provide continuous shade and
buffer pedestrians from the surrounding streets, with use of large single trunk palm species to
define gateways or park entry points but not as predominant street trees;
(x) Whether the design ensures that vehicular access, including, but
not limited to,drop-off and pick-up, parking and loading, as well as turn arounds, is not permitted
anywhere in the park;
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(xi) Whether the surface parking area proposed in front of the retail
building should be eliminated in order for the retail building to fully harmonize with the proposed
park, or alternatively, whether a connected driveway from 6th Street to Alton Road may be
proposed with parallel parking, with such driveway composed of pervious pavers (no asphalt or
concrete), including all parking spaces, drive aisles and access points from the street; and
(xii) Whether the surface lot providing required parking for the
Floridian at the northwest corner of the site should consist of a two (2) level pedestal, or,
alternative, if the surface lot is to remain,whether the surface lot is composed of pervious pavers
(no asphalt or concrete), including all parking spaces, drive aisles and access points from the
street.
(e) If the Park Zoning Application is denied by the City, or if the Park Zoning
Approvals contain any terms, conditions or obligations not consistent with the terms and
conditions of this Agreement or otherwise unacceptable to the Developer in its sole and absolute
discretion, then the Developer may elect to: (i) diligently prepare a revised Park Zoning
Application requesting the Park Zoning Approval for a revised Park Project that still conforms
with the Park Project as defined in this Agreement; (ii)exercise any rights of appeal the Developer
may have; or (iii)terminate this Agreement in accordance with Paragraph 34 of this Agreement.
(f) Although the Project Zoning Applications will be separate applications
from the Park Zoning Application, it is the express intent of the parties that the Project Zoning
Applications and the Park Zoning Application will all be scheduled before and heard by the City's
Design Review Board on and at the same meeting date.
(g) The City may, in its sole and absolute discretion, adopt amendments to its
Land Development Code that would permit the waiver of application fees to be paid for the
Project Zoning Applications and the Park Zoning Application and the refund of application fees
that have been paid for. the Project Zoning Applications and the Park Zoning Application (the
"Application Fee Waiver/Refund Ordinance"). In the event the City adopts the Application Fee
Waiver/Refund Ordinance prior to the Developer filing the Project Zoning Applications and the
Park Zoning Application, then the City waives any application fees for the Project Zoning
Applications and Park Zoning Application. In the event the City adopts the Application Fee
Waiver/Refund Ordinance subsequent to the Developer filing the Project Zoning Applications and
the Park Zoning Application, then the City shall refund all application fees paid by the Developer
for the Project Zoning Applications and Park Zoning Application. Notwithstanding anything to
the contrary contained in this Agreement: (i) if the Application Fee Waiver/Refund Ordinance is
not adopted by the City, or is adopted by the City with any terms, conditions or obligations
unacceptable to the Developer in its sole and absolute discretion, then the Developer may elect
to terminate this Agreement in accordance with Paragraph 34 of this Agreement; and (ii) if the
Application Fee Waiver/Refund Ordinance has not been adopted and all appeal periods to such
adoption expired with no appeals to such adoption having been filed (or, in the event an appeal
is filed, the same has been resolved (by judgement, settlement or otherwise) on terms and
conditions acceptable to the Developer in its sole and absolute discretion) prior to the adoption
14
of the "Replacement Ordinance" (as more specifically defined below) containing terms and
conditions acceptable to the Developer in its sole and absolute discretion with all appeal periods
to such adoption having expired with no appeals to such adoption having been filed (or, in the
event an appeal is filed,the same has been resolved (by judgement, settlement or otherwise) on
terms and conditions acceptable to the Developer in its sole and absolute discretion), then the
Developer may elect to terminate this Agreement in accordance with Paragraph 34 of this
Agreement. If the Developer elects not to terminate this Agreement pursuant to this
subparagraph 7(g) within eighteen (18) months following the Effective Date, then the
termination provisions set forth in this subparagraph 7(g) shall be deemed conclusively waived,
and in such case,the Developer shall be obligated to pay any such application fees for the Project
Zoning Applications and the Park Zoning Application.
PERMITTING
8 Prerequisites to Building Permits. The Developer acknowledges that until the
effective date of the Vacation Resolution and the Closing, the City remains the owner of the City
Parcel, and that no application for a Building Permit for the residential component of the Project
may lawfully be approved without the City's joinder to such application while the City is the
owner of the City Parcel. The City shall not join any application for a Building Permit for the
residential component of the Project, and shall not join the Covenant in Lieu of Unity of Title (and
therefore no Building Permit for the residential component of the Project may be issued), until
after the effective date of the Vacation Resolution and the Closing (including the execution
and/or delivery of all items in subparagraphs 9(a)-(k) of this Agreement). The Developer shall
apply for a phased Building Permit for the Project,the first phase of which may include either the
commercial or the residential component of the Project, or both the commercial and the
residential components of the Project (the "Initial Building Permit"), within six (6) months after
Closing.
9 At the Closing,the Developer and the City shall perform the following:
(a) The Park Site Owner will convey to the City in fee simple, free and clear of
all liens and encumbrances other than certain permitted exceptions accepted by the City, by
special warranty deed,the Park Site, in accordance with the terms and provisions of the Purchase
and Sale Agreement.
(b) Simultaneous with conveyance of the Park Site: (i)the City shall convey the
City Parcel to the Developer, via quit claim deed, pursuant to and subject to the terms of the
Vacation Resolution; (ii) the Developer shall grant the 6th Street Easement to the City pursuant
to an easement agreement substantially in the form of Exhibit "0" attached hereto and
incorporated herein by this reference (the "6th Street Easement Agreement"), which 6th Street
Easement Agreement shall reserve to the Developer the right to construct a pathway and related
improvements not less than fifteen (15) feet above the surface of the 6th Street Easement; (iii)
the City shall convey that portion of the Developer Property lying south of the City Parcel (which
area generally pertains to a prior vacation of an alley located south of the City Parcel) to the
Developer, via quit claim deed; and (iv) the City shall execute any agreement, document or
15
instrument that may be required to release or relinquish any claim available to the City under
Florida law for a right-of-way taking (or similar claim) with respect to that portion of the
Development Site abutting the south side of 6th Street. [Note: Legal Description regarding the
prior"Vitri" property alley vacation to be finalized prior to execution of the D.A.]
(c) The Developer shall grant a perpetual, non-revocable public access
easement to the City against the property more specifically described in Exhibit "P" attached
hereto and incorporated herein by this reference (the "Future Pedestrian Pathway Parcel")
pursuant to an easement agreement substantially in the form of Exhibit"Q" attached hereto and
incorporated herein by this reference (the "Future Pedestrian Pathway Parcel Easement
Agreement").
(d) The Developer shall grant the 5th Street Easement to the City pursuant to
an easement agreement substantially in the form of Exhibit "R" attached hereto and
incorporated herein by this reference (the "5th Street Easement Agreement").
(e) The Developer shall grant a perpetual, non-revocable public access
easement to the City against the property more specifically described in Exhibit "5" attached
hereto and incorporated herein by this reference for pedestrian and bicycle uses (the "West
Avenue Sidewalk Easement") pursuant to an easement agreement substantially in the form of
Exhibit "T" attached hereto and incorporated herein by this reference (the "West Avenue
Sidewalk Easement Agreement").
(f) Developer will deliver, at its election, either:
(i) a written tri-party agreement among Developer, the City and the
lender providing a construction loan for the construction of the Park Project (the "Park Lender"),
in form and substance reasonably acceptable to the City (the "Recognition Agreement"),
pursuant to which the Park Lender agrees, among other terms, to (A) fund the then remaining
"Park Construction Amount" (as hereinafter defined)directly to the City in the event of any"Park
Related Default" (as hereinafter defined) by Developer under this Agreement which is not cured
by Developer within any applicable notice and cure period, (B) fund the then remaining Park
Construction Amount by way of monthly draws pursuant to the draw procedure set forth in the
construction loan documents, and (C) fund such then remaining Park Construction Amount
directly to the City pursuant to (A) and (B) above, notwithstanding that the Developer may be in
default of its construction loan with the Park Lender; or
(ii) a letter of credit (the "Letter of Credit") in an amount equal to the
Park Construction Amount, which Letter of Credit (A) is unconditional, irrevocable, and payable
to City on sight at an office of the issuing financial institution in a single draw equal to the then
remaining Park Construction Amount, (B) is in form and content reasonably acceptable to the
Developer and the City, and (C) shall contain an "evergreen" provision which provides that the
Letter of Credit is automatically renewed on an annual basis (unless the issuer delivers sixty (60)
days' prior written notice of cancellation to City) until the Park Project has been completed and
accepted by the City, and which the City shall have the right to present for payment in accordance
16
with its terms in the event (Y) of any Park Related Default by Developer under this Agreement
which is not cured by Developer within any applicable notice and cure period, or (Z) the
Developer fails to provide the City with any renewal or replacement letter of credit complying
with the terms of this Agreement at least thirty (30) days prior to the expiration of the then-
current Letter of Credit where the issuer of such Letter of Credit has advised the City of its
intention not to renew the same.
(iii) For purposes of this Agreement, the term: (A) "Park Construction
Amount" shall mean an amount equal to [125% oft the then remaining cost to complete the
construction of Phase 2 and Phase 3 of the Park Project based on the budget of a guaranteed
maximum price contract for or which includes the construction of the Park Project (i.e., the cost
to construct the Park Project based on the Approved Park Plans, as initially set forth in the budget
of a guaranteed maximum price contract for or which includes the construction of the Park
Project, less any amounts paid towards the construction of the Park Project); and (B) "Park
Related Default" shall mean the failure of the Developer to construct the Park Project in
accordance with the terms and conditions of this Agreement. If the Developer elects to deliver
the Letter of Credit,then the Developer shall have the right to reduce the amount of the same to
the then remaining Park Construction Amount on a calendar quarter basis. The right to draw
funds under the Recognition Agreement or Letter of Credit (as applicable) shall be the City's sole
and exclusive remedy with respect to a Park Related Default, other than the failure of the
Developer to remediate the Park Site in accordance with subparagraphs 6(c)(i)through (iv)of this
Agreement. If the City draws any funds under the Recognition Agreement or Letter of Credit (as
applicable),then all conditions precedent to the issuance of a temporary certificate of occupancy,
final certificate of occupancy, and/or certificate of completion for the Project (whether in whole
or in part) shall be deemed satisfied, and the Developer shall have the right to apply for a
temporary certificate of occupancy, final certificate of occupancy, and/or certificate of
completion for the Project (whether in whole or in part) whether or not construction of the Park
Project has been completed or accepted by the City, in which case, the City's issuance of a
temporary certificate of occupancy, final certificate of occupancy, and/or certificate of
completion for Project (whether in whole or in part) shall only be subject to such regulatory
approvals that maybe required by any agencies having jurisdiction over the Project (or such part
thereof for which a temporary certificate of occupancy, final certificate of occupancy, and/or
certificate of completion is sought). [Note: The Administration has requested that the credit
facility be in the amount of 125%of the GMP,to take into account that City's costs to complete
the Park in the event of Developer's default will be higher than Developer's initial costs.
Developer's concern is that a lender would not provide funding in excess of GMP amount]
(iv) If the Park Lender refuses to enter into a Recognition Agreement
for any reason whatsoever, or if the form or substance of the Recognition Agreement is not
reasonably acceptable to the City, then the Developer shall be required to deliver the Letter of
Credit in lieu of the Recognition Agreement.
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(g) The Developer will execute and record the Hold Harmless Agreement
substantially in the form of Exhibit "K" attached hereto and incorporated herein by this
reference.
(h) The City and the Developer will execute and record the Covenant in Lieu
of Unity of Title substantially in the form of Exhibit "J" attached hereto and incorporated herein
by this reference
(i) The City and the Developer will execute and record a termination of that
certain Grant of Easement and Agreement for Storm Water and.Transportation Improvements
recorded on August 22, 2014 in Official Records Book 29281, Page 1097 of the Public Records of
Miami-Dade County, Florida substantially in the form of Exhibit "U" attached hereto and
incorporated herein by this reference (the "Termination of Grant of Easement and Agreement
for Storm Water and Transportation Improvements").
(j) The City shall grant a perpetual, non-revocable roadway easement to the
Developer against the property more specifically described in Exhibit "V" attached hereto and
incorporated herein by this reference for utilities, public vehicular and pedestrian uses (the
"Floridian Parking Easement") pursuant to an easement agreement substantially in the form of
Exhibit "W" attached hereto and incorporated herein by this reference (the "Floridian Parking
Easement Agreement").
•
(k) The City shall grant the Developer a temporary easement over the Park
Site which shall permit and authorize the Developer to access the Park Site for construction and
installation of the Park Project and for staging and storage of construction vehicles, equipment
and materials related to the development and construction of the Project and Park Project (the
"Temporary Construction and Access Easement") pursuant to an easement agreement
substantially in the form of Exhibit"X"attached hereto and incorporated herein by this reference
(the "Temporary Construction and Access Easement Agreement").
10 The Developer shall demolish, at its sole cost and expense, the South Shore
Hospital within six (6) months after the earlier of: (a) the date on which the Replacement
Ordinance containing terms and conditions acceptable to the Developer in its sole and absolute
discretion is adopted by the City and all appeal periods to such adoption have expired with no
appeals to such adoption having been filed (or, in the event an appeal is filed,then within six (6)
months after the same is resolved (by judgement, settlement or otherwise) on terms and
conditions acceptable to the Developer in its sole and absolute discretion); or (b) the date on
which the last of the Project Zoning Approvals and the Park Zoning Approval has been
issued/adopted and all appeal periods to such issuance/adoption have expired with no appeals
to such issuance/adoption having being filed (or, in the event an appeal is filed, then within six
(6) months after the same is resolved (by judgement, settlement or otherwise) on terms and
conditions acceptable to the Developer in its sole and absolute discretion). For the purposes of
this Agreement, the term "Replacement Ordinance" shall mean the proposed Ordinance
amending Section 142-306 of the Land Development Regulations of the City Code, to allow for
the reconstruction of a building that is non-conforming as to height in the CD-2 district.
18
Upon the demolition of the South Shore Hospital, all of the following items shall be
deemed cured, corrected and satisfied, and the City shall promptly execute and deliver(without
the Developer being required to pay any fees, costs, expenses, charges, penalties or other
amounts) all agreements, documents and instruments necessary or required to discharge all of
the same from public record: (a) Unsafe Structure Lien, recorded July 8, 2011, in Official Records
Book 27749, Page 1536, and Affidavit recorded July 8, 2011 in Official Records Book 27749, Page
1538; (b) Notice of Board Decision, Miami-Dade County Unsafe Structures Board, recorded April
1, 2014, in Official Records Book 29090, Page 2491; (c) Notice of Priority Lien, recorded on
February 17, 2015,in Official Records Book 29503, Page 4929; (d) Notice of Priority Lien,recorded
on February 18, 2015, in Official Records Book 29504, Page 706; and (e) Claim of Lien from the
City of Miami Beach, recorded on June 14, 2017, in Official Records Book 30573, Page 4854.
11 The City may, in its sole and absolute discretion, adopt amendments to its Land
Development Code that would permit previously paid impact fees, concurrency fees, mobility
fees and/or TCMA contributions in connection with prior improvements constructed on the
Property to be used, credited and applied for and against the impact fees, concurrency fees,
mobility fees and/or TCMA contributions that are otherwise due and payable for the Project and
Park Project (the "Impact Fee/TCMA Contribution Credit Ordinance"). Notwithstanding
anything to the contrary contained in this Agreement: (a) in the event the Impact Fee/TCMA
Contribution Credit Ordinance is not adopted by the City,or is adopted by the City with any terms,
conditions or obligations unacceptable to the Developer in its sole and absolute discretion,then
the Developer may elect to terminate this Agreement in accordance with Paragraph 34 of this
Agreement; and (b) if the Impact Fee/TCMA Contribution Credit Ordinance has not been adopted
and all appeal periods to such adoption expired with no appeals to such adoption having been
filed (or, in the event an appeal is filed, the same has been resolved (by judgement, settlement
or otherwise) on terms and conditions acceptable to the Developer in its sole and absolute
discretion) prior to the adoption of the Replacement Ordinance containing terms and conditions
acceptable to the Developer in its sole and absolute discretion with all appeal periods to such
adoption having expired with no appeals to such adoption having been filed (or, in the event an
appeal is filed, the same has been resolved (by judgement, settlement or otherwise) on terms
and conditions acceptable to the Developer in its sole and absolute discretion), then the
Developer may elect to terminate this Agreement in accordance with Paragraph 34 of this
Agreement. If the Developer elects not to terminate this Agreement pursuant to this Paragraph
11 within eighteen (18) months following the Effective Date,then the termination provisions set
forth in this Paragraph 11 shall be deemed conclusively waived, and in such case, the Developer
shall be obligated to pay for any such impact fees, concurrency fees, mobility fees and/or TCMA
contributions as may be due (at time of Building Permit)for the Project and the Park Project. The
failure to pay for such impact fees, concurrency fees or mobility fees, if and when due, shall
constitute an Event of Default and/or a Material Event of Default (as such term is defined in
Paragraph 32). [Open issuel
PARK CONSTRUCTION
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12 Except as expressly set forth in this Agreement, Developer shall be solely
responsible for the design, permitting and construction of the Park Project, at the Developer's
sole cost and expense. The Developer shall execute a contract for the design of the Park Project
pursuant to the Park Zoning Approval with a Florida licensed architecture/engineering firm (the
"Park Design Contract"), unless the Developer elects to execute a design-build contract for,the
Park Project pursuant to the Park Zoning Approval as provided below. The Developer shall
execute a contract for the construction of the Park Project pursuant to the Park Zoning Approval
with a Florida licensed contractor or, alternatively, the Developer may, in its sole and absolute
discretion, execute a design-build contract for the design and construction of the Park Project
pursuant to the Park Zoning Approval (the "Park Contractor"), which contract may be a stand-
alone construction or design-build contract with a guaranteed maximum price for the Park
Project, or an addendum to or component of a construction or design-build contract related to
both the Project and the Park Project (the "Park Construction Contract"). The Park Design
Contract and Park Construction Contract shall, among other things: (a) require that the City to be
named as an additional or named insured on all insurance coverages required by the Park Design
Contract and Park Construction Contract and under which the Developer is an additional or
named insured; (c) require that the City be named a co-obligee under any payment and
performance bonds (if any) required by Park Construction Contract; (d) be assignable to the City
in the event of a default by the Developer under the Park Design Contract, Park Construction
Contract or this Agreement (which assignment shall include, with respect to the Park Design
Contract, an assignment or express right to use the plans, specifications and drawings for the
Park Project); (e) contain usual and customary warranties by the Park Contractor (including a
warranty against defective workmanship for a period of not less than one year following
substantial completion of the Park Project); (f) name the City as an intended third-party
beneficiary with respect to all warranties included in the Park Design Contract and Park
Construction Contract; and (g) provide the City with the same indemnification protections as
afforded the Developer under the Park Design Contract and Park Construction Contract. Except
as expressly specified in this Agreement, in no event shall City be responsible for paying or
otherwise reimbursing the Developer or the Park Contractor for any costs to design, develop or
construct the Park Project.
After the issuance of the Park Zoning Approval, Developer shall prepare construction
documents for the Park Project and, upon completion of the same, the Developer shall submit
them to the City Manager for the sole and limited purpose of verifying that the Park Project set
forth therein is substantially in accordance with the Park Zoning Approval. The City Manager
shall review and either approve or reject such construction documents within ten (10) Business
Days after receipt of the same. If the City Manager fails to approve or reject such construction
documents within such ten (10) Business Day period,then such construction documents shall be
deemed approved by the City Manager. However, if the City Manager timely rejects such
construction documents,it shall give the specific and detailed reasons for such rejection;in which
event, the Developer shall revise the construction documents for the Park Project so that they
are substantially in accordance with the Park Zoning Approval and then re-submit them to the
City Manager pursuant to the foregoing process until such construction documents have been or
are deemed to have been approved by the City Manager (such construction documents, once
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approved or deemed approved by the City Manager, are referred to herein as the "Approved
Park Plans"). Prior to commencement of any construction of the Park Project, the Developer
shall submit to the City Manager any proposed modifications to the Approved Park Plans (which
shall be indicated by "ballooning," highlighting, blacklining or describing such modifications in
reasonable detail) for the sole and limited purpose of verifying that the Park Project set forth
therein is substantially in accordance with the Park Zoning Approval. The City Manager shall
review and either approve or reject the proposed modifications within ten (10) Business Days
after receipt of the same. If the City Manager fails to approve or reject such proposed
modifications within such ten (10) Business Day period, then such proposed modifications shall
be deemed approved by the City Manager. However, if the City Manager timely rejects such
proposed modifications, it shall give the specific and detailed reasons for such rejection; in which
event, the Developer shall revise the proposed modifications so that they are substantially in
accordance with the Park Zoning Approval and then re-submit them to the City Manager
pursuant to the foregoing process until such proposed modifications have been or are deemed
to have been approved by the City Manager (such proposed modifications, once approved or
deemed approved by the City Manager, shall become part of the "Approved Park Plans"). Any
dispute regarding the City Manager's rejection of the construction documents or any proposed
modification thereof must be resolved prior to the commencement of the construction of the
Park Project and, in the event of any such dispute, all time periods set forth in this Agreement
shall be tolled until the dispute is resolved by the Developer and the City.
After the issuance of a Building Permit for the Park Project,the Developer shall construct,
at its sole cost and expense, the Park Project substantially in accordance with the Park Zoning
Approval and Approved Park Plans.
13 Upon the commencement of construction of the Park Project,the Developer shall
use good faith efforts to keep the City reasonably apprised of the progress of the construction of
the Park Project, including advising the City of meetings between the Developer and the Park
Contractor concerning the construction of the Park Project. The City may, from time-to-time,
designate on written notice to the Developer one or more employees or agents to be the City's
representative (a "City's Representative") who may (a) review all contracts, plans, specifications
and shop drawings relating to the construction of the Park Project(collectively,the"Construction
Documents"), whether kept at Developer's offices or at the construction trailer for the Park
Project, (b) attend all meetings between the Developer and the Park Contractor concerning the
construction of the Park Project, and (c) enter the Park Site to monitor the construction of the
Park Project; subject, however, to the following conditions and limitation (x) the City's and the
City Representative's review of any such Construction Documents and/or entry on to the Park
Site to monitor the construction of the Park Project shall be on not less than forty-eight(48) hours
prior written notice to the Developer and conducted during normal business hours on Business
Days, (y) the Developer shall have the right to have a representative present at all times while
the City and/or the City Representative review any such Construction Documents or is on the
Park Site to monitor the construction of the Park Project, and (z) the City and the City
Representative, while on the Park Site, shall comply with all safety and other requirements
imposed by the Park Lender, the Park Contractor and any insurance company insuring the
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Developer, the Park Contractor, the Park Site and/or the construction of the Park Project.
Notwithstanding the foregoing: (aa)the City hereby acknowledges, agrees and confirms that the
foregoing rights of review, attendance, entry and monitoring granted to the City and the City
Representative in this Paragraph shall not grant the City or the City Representative any approval
rights whatsoever with respect to any aspect of the construction of the Park Project; and (bb)the
Developer acknowledges, agrees and confirms that the foregoing rights of review, attendance,
entry and monitoring granted to the City and the City Representative in this Paragraph shall be
exercised (if at all) in the sole and absolute discretion of the City and shall not, in any way, be
construed, interpreted and/or constitute an assumption by the City of any of the Developer's or
the Park Contractors' obligations in connection with the construction of the Park Project.
14 The Developer shall complete the construction of the Park Project(subject to such
conditions for completion of each Phase of the Park Project as further described in subparagraph
14(c) below)-.in accordance with the following phased construction schedule:
(a) the Developer shall complete that portion of the Park Project depicted as
Phase 1 on Exhibit "Y" attached hereto and incorporated herein by this reference within the
earlier of: (i) eighteen (18) months following the Park Zoning Approval and the expiration of all
appeal periods to such issuance with no appeals to such issuance having been filed (or, in the
event an appeal is filed,the same has been resolved (by judgement, settlement or otherwise) on
terms and conditions acceptable to the Developer in its sole and absolute discretion),or(ii) forty-
eight (48) months after the Effective Date;
(b) the Developer shall complete that portion of the Park Project depicted as
Phase 2 on Exhibit "Y" attached hereto and incorporated herein by this reference within forty-
eight (48) months after the issuance of the Initial Building Permit for the Project; and
(c) the Developer shall complete that portion of the Park Project depicted as
"Phase 3" on Exhibit "Y" attached hereto and incorporated herein by this reference within
ninety-six (96) months after the Effective Date.
During the construction of the Project and the Park Project, the City shall provide the
following construction staging, storage, use and construction parking accommodations to the
Developer and the Park Contractor at no cost or expense to the Developer or the Park Contractor,
except as provided herein: (w) the closure of 6th Street for a period of thirty (30) months after
the issuance of the Building Permit for the residential component of the Project for use by the
Developer and the Park Contractor as a staging area/lay-down yard in connection with the
construction of the Project and the Park Project; (x) the right to use Phase 3 of the Park Project
as a staging area/lay-down yard in connection with the construction of the Project and the Park
Project until construction of Phase 3 of the Park Project commences; (y) the right to permit,
develop, construct, install and operate construction, leasing and/or sales trailers, and
improvements related thereto, on Phase 3 of the Park Project until construction of Phase 3 of the
Park Project commences; and (z) subject to the "Not-To-Exceed Amount (as more specifically
defined below), two hundred (200) parking passes in the City owned garage located at 1100 5th
Street, Miami Beach (the "City Garage")for the period beginning on the date the Building Permit
22
for the residential components of the Project is issued for use by the Developer and the Park
Contractor (and their respective employees and sub-contractors), until such time as the Not-To-
Exceed Amount has been expended. For purposes of this Agreement, and in consideration, and
in consideration for the phased construction schedule for the completion of the Park Project set
forth in this Paragraph 14, the City shall budget and appropriate, from the City's General Fund,
the necessary funds to pay the Parking Department for monthly parking passes at the then-
prevailing standard rates, up to an aggregate not-to-exceed amount of$600,000 (the "Not-To-
Exceed Amount"). Once the Not-To-Exceed Amount has been expended by the City, the
Developer and/or Park Contractor shall be solely responsible for the cost of all monthly parking
passes for the City Garage issued to it by the City, or making other parking arrangements for the
Developer and the Park Contractor (and their respective employees and sub-contractors) at the
Developer and Park Contractor's sole discretion.
Completion of each phase of the Park Project shall occur when (aa) the City Manager (or
the City Manager's designee) has certified, in the City's proprietary capacity as owner of the Park
Site)that the Park Project has been constructed substantially in accordance with the Park Zoning
Approval and the Approved Park Plans; (bb) the Developer has obtained a temporary certificate
of occupancy, a final certificate of occupancy, and/or a certificate of completion that individually
or collectively encompass such phase of the Park Project, and (cc) all improvements that
comprise such phase of the Park Project (the "Park Improvements") have been conveyed to and
accepted by the City through a bill of sale; and, Completion of the Park Project shall occur when
(xx) the City Manager (or the City Manager's designee) has certified, in the City's proprietary
capacity as owner of the Park Site) that the Park Project has been constructed substantially in
accordance with the Park Zoning Approval and the Approved Park Plans; (yy) the Developer has
obtained one or more temporary certificates of occupancy,final certificates of occupancy, and/or
certificates of completion that individually or collectively encompass the entire Park Project, and
(zz) all Park Improvements that comprise the Park Project have been conveyed to and accepted
by the City through a bill of sale.
If the Developer has not commenced site work (consisting of clearing, grubbing, erection
of construction fencing and/or drainage improvements) for Phase 1 of the Park Project within
eighteen (18) months following the issuance of the Park Zoning Approval and the expiration of
all appeal periods to such issuance with no appeals to such issuance having been filed (or, in the
event an appeal is filed,the same has been resolved (by judgement, settlement or otherwise) on
terms and conditions acceptable to the Developer in its sole and absolute discretion), then the
Developer shall sod the entire Park Site promptly after the expiration of such time period and
keep and maintain such sod until such time as the Developer commences construction of the
Project (or any part thereof) and/or the Park Project (or any part thereof); or, if the Developer
has not poured the concrete foundation for the multi-family residential tower on the
Development Site within twelve (12) months after Phase 1 and Phase 2 of the Park Project have
been completed and accepted by the City, then the Developer shall sod Phase 3 of the Park
Project promptly after the expiration of such time period and keep and maintain such sod until
such time as the Developer commences construction of the multi-family residential tower on the
Development Site.
23
15 The City shall own the Park Site upon the Developer's conveyance of the same to
the City and, upon such conveyance,the Developer shall have no further specific, reserved rights
or interests in the Park Site as the prior owner thereof, except for those rights and interests
granted to or reserved by the Developer: (a) under the Temporary Construction and Access
Easement; (b) under the Floridian Parking Easement Agreement; (c) under the West Avenue
Sidewalk Easement Agreement; and (d) under this Agreement. The City shall own and operate
and be responsible, at its sole cost and expense, for the operation, maintenance, repair and
replacement of the Park Project and the Park Improvements upon (y)the Developer's completion
and conveyance of the same to the City, and (z) the City's acceptance of the same from the
Developer, and upon such completion, conveyance and acceptance, the Developer shall have no
further right, interest, obligation or liability in or with respect to the Park Project or Park
Improvements, except (i) as otherwise provided in (a) through (d) above, and (ii) to enforce the
warranty provisions of the Park Design Contract and Park Construction Contract applicable to the
correction of defective workmanship. The approval of this Agreement does not grant, and shall
not be construed to grant, to the Developer any rights of ownership in the Park Site, the Park
Project or the Park Improvements.
16 The Developer shall comply with the City's Art In Public Places (the "AIPP")
program requirements under Section 82-536 through 82-612 of the City Code (as applicable) and
shall contribute to the City's Art in Public Places fund the total of 1.5%of the "construction cost"
(as such term is defined in Section 82-537 of the City Code) of the Park Project (the "Public Art
Funds") no later than the date of execution of a construction contract for or that includes the
construction of the Park Project, as required by the City Code. The full amount of the Public Art
Funds shall be dedicated to Developer's use for public art within the Park Site. In view of the
Developer's overall design responsibility for the Park Project, the Developer shall either: (a)
submit the proposed artworks to be funded with the Public Art Funds to the City's Art In Public
Places Committee for its review, recommendation and approval; or (b) seek the City
Commission's approval of the proposed artworks and waiver of any applicable AIPP program
requirements, which approval by the City Commission shall not to be unreasonably withheld,
conditioned or delayed.
CONDITIONS PRECEDENT TO ISSUANCE OF CERTIFICATE OF OCCUPANCY OR
TEMPORARY CERTIFICATE OF OCCUPANCY
17 Conditions Precedent to Issuance of Certificate of Occupancy or Temporary
Certificate of Occupancy for the Protect. The Developer acknowledges that conveyance of the
Park Site and the completion of the Park Project and the conveyance of the Park Improvements
to the City are additional and essential consideration for the City's vacation of the City Parcel.
Except as otherwise provided in this Agreement, the Developer shall not apply for, and the City
shall not issue, any temporary certificate of occupancy, final certificate of occupancy, and/or
certificate of completion for the Project (in whole or in part) until the following has occurred:
(a) The Developer shall have completed construction of the Park Project
substantially in accordance with the Park Zoning Approval and the Approved Park Plans (as
24
evidenced bythe issuance of a temporary certificate of occupancy, a final certificate of occupancy
or a certificate of completion that individually or collectively encompass the entire Park Project);
(b) Developer shall have designed and constructed, at Developer's sole cost
and expense,the "Future Pedestrian Bridge Platform" (as more specifically defined below).
(c) The Developer shall have satisfied the Environmental Contingency; and
(d) The Developer shall have conveyed the Park Improvements to the City
through a bill of sale. The City shall be obligated to accept such bill of sale for the Park
Improvements if the Park Project has been completed substantially in accordance with the Park
Zoning Approval and the Approved Park Plans (as evidenced by the issuance of a temporary
certificate of occupancy,a final certificate of occupancy or a certificate of completion for the Park
Project that individually or collectively encompass the entire Park Project)and the Environmental
Contingency has been satisfied.
Provided however, and notwithstanding anything to the contrary contained in this
Agreement, subparagraphs 17(a) and (d) above shall be deemed satisfied, and the Developer
shall have the right to apply for a temporary certificate of occupancy, final certificate of
occupancy, and/or certificate of completion for the Project (whether in whole or in part), if the
City draws any funds under the Recognition Agreement or Letter of Credit (as applicable) as
provided in subparagraph 9(f)(iii) of this Agreement, in which case, the City's issuance of a
temporary certificate of occupancy, final certificate of occupancy, and/or certificate of
completion for Project (whether in whole or in part) shall only be subject to such regulatory
approvals that may be required by any agencies having jurisdiction over the Project.
Notwithstanding anything in this Agreement to the contrary,the Developer shall have the
right: (a) prior to the conveyance or completion of the Park Project, to (i) permit, develop,
construct, install and operate construction trailers, leasing trailers and sales trailers, and
improvements related thereto, on the Property, and (ii) apply for any temporary certificate of
occupancy, final certificate of occupancy, and/or certificate of completion for any such trailer or
related improvements, and the City's issuance thereof shall only be subject to such regulatory
approvals that may be required by any agencies having jurisdiction over such trailers and related
improvements; and (b) after the conveyance of the Park Site and satisfaction of subparagraphs
17(a) and (c) of this Agreement with respect to Phase 1 and Phase 2 of the Park Project,to apply
for any temporary certificate of occupancy, final certificate of occupancy, and/or certificate of
completion for any commercial component of the Project on the Development Site north of 6th
Street, and the City's issuance thereof shall only be subject to such regulatory approvals that may
be required by any agencies having jurisdiction over such trailers and related improvements;
BAYWALK CONSTRUCTION
18 Baywalk Improvement Construction. As additional consideration for the City's
vacation of the City Parcel, the Developer will complete or cause to be completed the following
Baywalk Improvements, subject to the following terms and conditions:
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(a) The Developer will complete or cause to be completed the Baywalk
Improvements according to the designs and at the locations set forth in Exhibits"G", "H"and "I"
attached hereto and incorporated herein by this reference, which are generally located at:
Mirador 1000 Condo
1000 West Avenue
Miami Beach, FL
Mirador 1200 Condo
1200 West Avenue
Miami Beach, FL
Mondrian Hotel
1100 West Avenue
Miami Beach, FL
(b) The City shall be responsible, at its sole cost and expense, for obtaining all
necessary permits for the Baywalk Improvements based on the existing completed designs for
the Baywalk Improvements (the "Baywalk Permits"). The City shall be responsible for obtaining,
at its sole cost and expense, all necessary joinders or consents from the owners of the upland
parcels adjacent to the Baywalk Improvements;provided, however,to the extent any such owner
of any such upland parcel is the Developer or any affiliate thereof or any association with respect
to the Mondrian Hotel, then the Developer shall deliver such joinders or consents to the City
promptly upon request for the same. The Developer shall reasonably cooperate (at no cost or
expense to the Developer) with the City in the City's efforts to obtain the Baywalk Permits.
(c) After the City obtains the Baywalk Permits, the City shall deliver the same
to the Developer. The Developer shall then be responsible, at Developer's sole cost and expense,
to complete or cause to be completed the construction of the Baywalk Improvements pursuant
to the Baywalk Permits. The Developer shall complete or cause to be completed the construction
of the Baywalk Improvements within one (1) year after the City delivers the Baywalk Permits to
the Developer. After the Developer commences construction of the Baywalk Improvements,the
City shall pay the Developer, through a draw schedule based upon a percentage of completion,
the combined sum of$762,682.58, less any reasonable amounts paid by the City to third-parties
to secure the Baywalk Permits. However, before agreeing to pay any amounts to secure the
Baywalk Permits, the City shall first deliver to the Developer written notice of the City's intent
(including the name of the person or entity to be paid, the amount to be paid and the purpose
for which the payment is being made)to make such payment.
19 Developer shall design and construct, at Developer's sole cost and expense, an
elevated terminus/platform (approximately 14-15 feet above grade) to accommodate the City's
design and construction of the future pedestrian bridge across West Avenue (the "Future
Pedestrian Bridge Platform"), in accordance with the following:
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19.1 The Developer shall submit the proposed design for the Future Pedestrian
Bridge Platform to the City for its approval (which approval shall not be unreasonably withheld,
conditioned or delayed) prior to applying for a Building Permit for the Future Pedestrian Bridge
Platform;
19.2 Upon completion of the Future Pedestrian Bridge Platform (as evidenced
by the issuance of a temporary certificate of occupancy, a final certificate of occupancy or a
certificate of completion), the Developer shall grant the City a perpetual, non-revocable right to
connect and attach improvements thereto at the City's sole cost and expense, subject to the
Developer's prior review and written approval (which approval shall not be unreasonably
withheld, conditioned or delayed) of such improvements and methods of connection and/or
attachment; and
19.3. For a period of twelve (12) months following the Effective Date (or for such
longer period, if agreed to in writing by the City Manager and the Developer), the City and the
Developer agree to exercise diligent, good-faith efforts to negotiate and draft terms (whether
such terms are memorialized in the form of an amendment to this Development Agreement, or
in a separate stand-alone agreement),for the Developer to develop, design and/or construct the
pedestrian bridge over and across 5th Street and West Avenue, to connect the baywalks south
of 5th Street with the area north of 5th Street (the "5th Street Pedestrian Bridge Project");
provided, however, that any such agreement with respect to the 5th Street Pedestrian Bridge
Project shall be subject to the prior approval of the City Commission, in its sole and absolute
discretion. The Developer acknowledges and agrees that any such discussions are preliminary in
nature only and non-binding, as the City (a) is not the owner of 5th Street and does not control
the air rights thereto, (b) has not obtained the requisite proprietary or regulatory approvals for
the 5th Street Pedestrian Bridge Project, and (c) has not yet obtained any bond funding or other
funding for the 5th Street Pedestrian Bridge Project. The Developer and the City each reserve
the right, in their sole and absolute discretion, to reject any and all proposals and to terminate
discussions and negotiations for the 5th Street Pedestrian Bridge Project at any time.
GENERAL PROVISIONS
20 Applications for Development Approvals and Development Permits. This
Agreement contemplates that the Developer will file applications for Development Orders and
Development Permits. The City shall process all Development Permit and Development Order
applications in a timely fashion. Notwithstanding the foregoing, the Developer shall be solely
responsible for obtaining all final, non-appealable Development Orders and Development
Permits for the Project and the Park Project. No extension of any time period herein shall be
deemed to be an extension of any time periods contained within the Development Permits or
Development Orders.
21 Laws Governing this Agreement. For the entire Term of this Agreement, the City
hereby agrees that the City's Land Development Regulations (as may be amended by the Land
Development Regulation Amendments) governing the development of the Property (including
the Project and the Park Project) as they exist as of the Execution Date of this Agreement shall
27
govern the development of the Property (including the Project and the Park Project) during the
entire Term of this Agreement. Notwithstanding the foregoing,the City may apply subsequently
adopted laws or policies of general applicability to the Property (including the Project and the
Park Project) (particularly as they may relate to qualify of life issues such as, but not limited to
noise, litter, and hours of operation) as permitted or required by the Act, including, without
limitation, Section 163.3233(2), Florida Statutes, as same may be amended from time to time;
provided, however,that in no event shall the City apply any subsequently adopted law or policies
in a manner that requires any alterations or modifications to the Project (or the Park Project prior
to the City taking ownership of the Park Improvements) or any amendments or modifications to
the Project Zoning Approvals (or the Park Zoning Approval prior to the City taking ownership of
the Park Improvements).
22 Compliance with Local Regulations Regarding Development Permits. This
Agreement is not and shall not be construed as a Development Permit, Development Order,
approval or authorization to commence any development, fill, or other land modification. The
Developer and the City agree that the failure of this Agreement to address a particular permit,
approval, procedure, condition, fee, term or restriction in effect on the Effective Date shall not
relieve the Developer of the necessity of complying with any such permit, approval, procedure,
condition, fee, term or restriction, subject however to the terms and provisions of this
Agreement.
23 Reservation of Rights. This Agreement shall not affect any rights that may have
accrued to any party to this Agreement under any applicable law, rule or regulation and each
party hereto reserves any and all of such rights.
24 Consistency with the City's Comprehensive Plan. The City has adopted and
implemented the Comprehensive Plan. The City hereby finds and declares that the provisions of
this Agreement dealing with the Property (including the Project and the Park Project) are
consistent with the City's Comprehensive Plan and Land Development Regulations (as may be
amended by the Land Development Regulation Amendments), subject to all applicable
requirements, permits and approvals.
25 Concurrency. The Developer shall be solely responsible for obtaining all land use
permits for the Project, including, but not limited to, all permits and approvals required pursuant
to Section 163.3180, Florida Statutes(2017),with respect to concurrency requirements for roads,
sanitary sewer, solid waste, drainage, potable water, parks and recreation, and schools (the
"Concurrency Requirements"). Prior to applying for the Initial Building Permit for the Project,
Developer shall apply to the appropriate governmental authorities and obtain letters or other
evidence that the Developer has satisfied all applicable Concurrency Requirements with respect
to the Project, and shall diligently and in good faith obtain such letters or other evidence that the
Project meets all applicable Concurrency Requirements, and shall pay such impact fees or
mobility fees as may then be due or applicable to meet Concurrency Requirements.
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26 Effective Date; Duration; and Term.
(a) Within fourteen (14) days following approval of this Agreement at two (2)
public hearings and the execution of this Agreement by all parties, the City shall record this
Agreement in the Public Records of Miami-Dade County. This Agreement shall become effective
only after it has been recorded in the Public Records of Miami-Dade County, Florida. The
Developer agrees that it shall be responsible for all recording fees related to the recording of this
Agreement.
(b) This Agreement shall run for an initial term of eight (8) years from the
Effective Date (the "Term"); provided, however, if the Developer completes construction of
Phase 1, Phase 2 and Phase 3 of the Park Project within the time periods set forth in subparagraph
14(a)through (c) of this Agreement,then the Term shall automatically be extended (without the
need of any notice to or consent of the City, or being subject to any public hearing) for an
additional seventeen (17) years (so that the Term of this Agreement shall be a total of twenty-
five (25) years from the Effective Date). Except for the automatic seventeen (17) year extension
of the Term set forth above (which does not require any consent of the City or public hearing):
(i) the Term of this Agreement may be extended only by the mutual consent of the City and the
Developer subject to a public hearing pursuant to Section 163.3225, Florida Statutes; and (ii)
consent to any extension of this Agreement is within the sole discretion of each party to this
Agreement. No notice of termination shall be required by either party upon the expiration of
this Agreement, and after the expiration of this Agreement the parties shall have no further
obligations under this Agreement, except for those obligations that expressly survive the
expiration of this Agreement.
27 Permitted Development.
(a) Permitted Development and Uses. The Property is to be designated as
Medium Intensity Commercial Category (CD-2) according to the City's adopted Comprehensive
Plan Future Land Use Map. The Property is to be zoned CD-2 Commercial, Medium Intensity by
the City's Land Development Regulations. Subject to the restrictions set forth in the Covenant in
Lieu of Unity of Title, the CD-2 zoning district for the Property permits apartments; religious
institutions with an occupancy of 199 persons or less; and alcoholic beverages establishments.
The Property may be used for the purposes permitted and regulated in these land use
designations and zoning districts, as further limited by the by the City's Land Development
Regulations and Comprehensive Plan.
(b) Density, Building Heights, Setbacks and Intensities. The maximum density,
heights, setbacks and intensities for any development on the Property shall be regulated by the
City's Land Development Regulations, Comprehensive Plan and any applicable Federal, State or
County laws, rules and regulations. Subject to the restrictions set forth in the Covenant in Lieu of
Unity of Title, the CD-2 land use designation, the maximum residential density is 100 dwelling
units per acre.
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28 Public Facilities to Serve the Property. A description of the public facilities that
will service the Property, including who shall provide such facilities,the date any new facilities, if
needed, will be constructed, and a schedule to assure public facilities are available concurrent
with the impacts of the development of the Property, is set forth in Exhibit "Z" attached hereto
and incorporated herein by this reference.
29 Public Reservations and/or Dedications. A description of the reservations and/or
dedications of land for public purposes that are proposed under the terms of this Agreement is
set forth in Exhibit "AA" attached hereto and incorporated herein by this reference.
30 Required Development Permits. A listing and description of all local development
permits approved or needed to be approved for the development of the Project and the Park
Project is set forth in Exhibit "BB" attached hereto and incorporated herein by this reference.
31 Default. Each of the following shall be an "Event of Default" by the Developer
hereunder:
(a) If the Developer shall fail to observe or perform any term, covenant or
condition of this Agreement on the Developer's part to be observed or performed and the
Developer shall fail to cure or remedy the same within (i) thirty (30) days of the Developer's
receipt of written notice from the City with respect to monetary defaults, or (ii) sixty (60) days of
the Developer's receipt of written notice from the City with respect to non-monetary defaults
(each, a "Default Notice"). If such non-monetary default is susceptible to cure but cannot
reasonably be cured within such sixty (60) day period, then the Developer shall have such
additional time as is necessary to cure such failure and no Event of Default shall be deemed to
exist hereunder so long as the Developer commences such cure within such initial sixty (60) day
period and diligently and in good faith pursues such cure to completion.
(b) If, within ninety-six (96) months after the issuance of the Effective Date,
the requirements of subparagraphs 17(a) through (d) have not been or deemed to have been
satisfied.
(c) If Developer fails to observe or perform any material term, covenant or
condition of the Purchase and Sale Agreement for the Park Site and the City Parcel, as described
more fully in Subparagraph 4(a) of this Agreement and attached as Exhibit "M" hereto) and as a
result thereof,the City terminates the Purchase and Sale Agreement prior to Closing;
(d) If the Developer shall make an assignment for the benefit of creditors; or
shall admit in writing its inability to pay its debts generally as they become due; or shall consent
in writing to the appointment of a receiver or trustee or liquidator of all or substantially all of its
property;or if all or substantially all of the assets of the Developer are attached,seized,subjected
to a writ or distress warrant, or are levied upon, and the same is not dismissed, discharged or
satisfied within one hundred fifty (150) days after such attachment, seizure, subjection or levy
occurs.
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(e) If the Developer shall commence a voluntary case under the Title 11 of the
United States Code (the"Bankruptcy Code");or an involuntary proceeding is commenced against
the Developer under the Bankruptcy Code and the same is not dismissed or stayed within one
hundred fifty (150) days after the commencement of the case; or a custodian (as defined in the
Bankruptcy Code) is appointed for or takes charge of all or substantially all of the property of the
Developer in any proceeding under the Bankruptcy Code and such custodian is not discharged or
dismissed within one hundred fifty(150) days after such appointment; or the Developer consents
in writing or joins in an application for the appointment of a custodian in any proceeding under
the Bankruptcy Code; or the Developer commences any other proceedings under any
reorganization, arrangement, readjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in effect (an "Other
Insolvency Proceeding") relating to the Developer; or there is commenced against the Developer
any such Other Insolvency Proceeding and the same is not dismissed or stayed within one
hundred fifty (150) days; or a custodian, trustee or person of similar capacity is appointed for or
takes charge of all or substantially all of the property of the Developer in any such Other
Insolvency Proceeding and such custodian,trustee or person of similar capacity is not discharged
or dismissed within one hundred fifty (150) days after such appointment; or the Developer
consents in writing or joins in an application for the appointment of a custodian,trustee or person
of similar capacity in any such Other Insolvency Proceeding.
In the event the City shall claim any Event of Default shall have occurred under this
Agreement, the City's Default Notice shall state with specificity the provisions of this Agreement
under which the Event of Default is claimed, the nature and character of such Event of Default,
the date by which such Event of Default must be cured pursuant to this Agreement(if applicable),
and, if elected by,the City, that the failure of the Developer to cure such Event of Default by the
date set forth in such Default Notice will result in the City having the right to terminate this
Agreement.
32 Enforcement of Performance; Damages; and Termination. If an Event of Default
occurs under this Agreement, and such Event of Default has not been cured within any applicable
notice and cure period, the City may elect (subject to the terms, conditions and limitations set
forth in this Agreement) any one or more of the following remedies:
(a) Enforce strict performance by the Developer;
(b) Terminate this Agreement; or
(c) Pursue any other remedy available to the City at law or in equity.
The City's election of a remedy under this Agreement with respect to any one or more
Events of Default shall not limit or otherwise affect the City's right to elect any of the remedies
available to it under this Agreement with respect to any other Event of Default.
In the event the City elects to terminate this Agreement after the occurrence of an Event
of Default that was not cured within any applicable notice and cure period, and such termination
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is stayed by order of any court having jurisdiction of any matter relating to this Agreement, or by
any federal or state statute,then following the expiration of any such stay,the City shall have the
right, at its election, to terminate this Agreement with five (5) Business Days' written notice to
the Developer,the Developer as debtor in possession, or if a trustee has been appointed,to such
trustee.
Notwithstanding anything to the contrary contained in this Agreement, in no event
whatsoever shall the Developer be liable to the City or any other person for any indirect, special,
incidental, consequential, punitive, economic damages (including,without limitation, diminution
of property value) lost profits or similar damages, whether or not foreseeable or advised of the
possibility of the same, in connection with, arising from or as a result of any Event of Default by
the Developer under this Agreement or the condition of the Park Site (including, without
limitation, as disclosed in any of the Developer Environmental Assessments and/or City
Environmental Assessments); provided, however, if an Event of Default occurs under this
Agreement by reason of the Developer's failure to satisfy the Environmental Contingency as
required by this Agreement, or if an Event of Default occurs under this Agreement by reason of
the Developer's failure to construct the Baywalk Improvements as required by this Agreement,
then the Developer shall be liable to the City for all actual fees, costs and expenses paid or
incurred by the City in satisfying the Environmental Contingency as required by this Agreement
and/or in completing the construction of the Baywalk Improvements as required by this
Agreement.
Notwithstanding anything to the contrary contained in this Agreement, in no event shall
the City have the right to terminate this Agreement after the Developer has conveyed the Park
Site to the City, unless the Event of Default is a "Material Event of Default" (as more specifically
defined below). For purposes of this subparagraph 32,the term "Material Event of Default"shall
mean:
(a) the Developer's failure to deliver the Recognition Agreement or Letter of Credit to
the City pursuant to and in accordance with the terms and provisions of this Agreement and such
failure is not cured within the notice and cure period set forth in subparagraph 31(a) of this
Agreement;
(b) the Developer's failure to cure any Park Related Default within the notice and cure
period set forth in subparagraph 31(a) of this Agreement, provided, however, any such Park
Related Default shall be deemed cured if the City draws funds any under the Recognition
Agreement or Letter of Credit (as applicable);
•
(c) the Developer's breach of any term or provision contained in Paragraph 43
(Transfer and Assignment) of this Agreement and such breach is not cured within the notice and
cure period set forth in subparagraph 31(a) of this Agreement;
(d) subject to the terms of this Agreement, the 6th Street Easement Agreement, the
5th Street Easement Agreement and the Future Pedestrian Pathway Parcel Easement Agreement,
the Developer's failure to provide unrestricted ingress and egress to the general public under the
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6th Street Easement Agreement, the 5th Street Easement Agreement or the Future Pedestrian
Pathway Parcel Easement Agreement in breach of the terms thereof and such breach is not cured
within the notice and cure period set forth in subparagraph 31(a) of this Agreement; and
(e) failure to comply with the indemnification obligations pursuant to Paragraphs 44
and 45 of this Agreement and such failure is not cured within the notice and cure period set forth
in subparagraph 31(a) of this Agreement ; and.
(f) failure to pay any applicable impact fees, concurrency fees or mobility fees, if
applicable pursuant to Paragraph 11 of this Agreement.
The City hereby acknowledges and agrees that its sole and exclusive remedy for any Event
of Default by the Developer under this Agreement that is not a Material Event of Default shall be
limited to an action for damages and/or specific performance to the extent such remedies are
available and permitted to the City under this Agreement and applicable law.
33 City's Right of Self-Help for Demolition. In addition to any other rights and
remedies available to the City at law or in equity, if the Developer fails to timely demolish the
South Shore Hospital in accordance with the requirements of Paragraph 10 of this Agreement,
and if the Developer fails to timely cure such failure within the cure period set forth in
subparagraph 31(a) of this Agreement, then the City shall have the right, but not the obligation,
to enter the Development Site and demolish the South Shore Hospital. All sums reasonably
disbursed, deposited or incurred by the City in connection with such demolition, including but
not limited to any costs of permitting such demolition, shall be paid by the Developer to the City
within thirty (30) days of demand. If payment is not made by the Developer, then upon the
recording in the public records of Miami-Dade County, a certificate executed by the Building
. Official, certifying the amount so expended, the same shall become a special assessment lien
against the Development Site, and until fully paid and discharged, shall remain a lien equal in
rank and dignity with the lien of ad valorem taxes, and shall be superior in rank and dignity to all
other liens, encumbrances, titles and claims in, to or against the Development Site. The
Developer hereby irrevocably grants to the City a license to enter the Development Site for the
purposes of curing any Event of Default under Paragraph 10 of this Agreement and to effectuate
the provisions of this Paragraph.
34 Termination Outside of Default. In the event either party chooses to exercise its
right to terminate this Agreement under any of Paragraphs 4(a), 7(c), 7(d), 7(f) or 11 of this
Agreement (apart from the City's right to terminate under Paragraph 32 of this Agreement as a
result of an Event of Default by Developer), each party shall bear its own fees,costs and expenses
incurred in connection with this Agreement, the Project and the Park Project, and neither party
shall have or owe any further obligation or liability to the other party. Moreover, in the event
that the Purchase and Sale Agreement is terminated prior to the "Closing Date" (as such term is
defined in the Purchase and Sale Agreement),then this Agreement shall automatically terminate,
and each party shall bear its own fees, costs and expenses incurred in connection with this
Agreement, the Project and the Park Project, and neither party shall have or owe any further
duty, obligation or liability to the other party.
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35 Strict Performance; Waiver. No failure by the City or the Developer to insist upon
strict performance of any covenant, agreement, term or condition of this Agreement or to
exercise any right or remedy available to such party by reason of the other party's default
hereunder shall constitute a waiver of any such default or of such other covenant, agreement,
term or condition hereunder.
36 Notices. All notices required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been given if delivered by hand, sent by recognized
overnight courier (such as Federal Express) or mailed by certified or registered mail, return
receipt requested, in a postage prepaid envelope, and addressed as follows:
If to the City at: City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Manager
With a copy to: City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Attorney
With copies to: Holland & Knight LLP
701 Brickell Avenue
Miami, Florida 33131
Attn: Joseph G. Goldstein
If to Developer at: KGM Equities, LLC
2200 Biscayne Boulevard
Miami, Florida 33137
Attn: David Smith
With a copy to: KGM Equities, LLC
2200 Biscayne Boulevard
Miami, Florida 33137
Attn: Michael Sheitelman
With a copy to: Bercow Radell Fernandez & Larkin
200 S. Biscayne Boulevard
Miami, Florida 33131
Attn: Michael W. Larkin
Notices personally delivered or sent by overnight courier shall be deemed given on the
date of delivery and notices mailed in accordance with the foregoing shall be deemed given three
(3) days after deposit in the U.S. mails. The terms of this Paragraph shall survive the expiration
or earlier termination of this Agreement.
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•
37 Governing Laws, Construction and Litigation. This Agreement shall be governed
and construed in accordance with the laws of the State of Florida, both substantive and remedial,
without regard to principles of conflict of laws. The Developer and the City agree that Miami-
Dade County, Florida is the appropriate and exclusive state court venue, and that the U.S. District
Court, Southern Division of Florida is the appropriate and exclusive federal court venue, in
connection with any litigation between the parties with respect to this Agreement. All of the
parties to this Agreement have participated fully in the negotiation and preparation hereof; and
accordingly,this Agreement shall not be more strictly construed against any of the parties hereto.
In construing this Agreement, captions, and section and paragraph headings shall be disregarded
and the use of any gender shall include every other and all genders. All of the exhibits referenced
in this Agreement are incorporated in, and made a part of, this Agreement. In the event of any
litigation between the parties under this Agreement for a breach thereof, the prevailing party
shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. BY
ENTERING INTO THIS AGREEMENT THE CITY AND THE DEVELOPER EXPRESSLY WAIVE ANY RIGHTS
EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY CIVIL LITIGATION RELATED TO, OR
ARISING OUT OF, THIS AGREEMENT. The terms of this Paragraph shall survive the expiration or
earlier termination of this Agreement.
38 Severability. In the event any term or provision of this Agreement be determined
by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given
its nearest legal meaning or construed as deleted as such authority determines, and the
remainder of this Agreement shall be construed to be in full force and effect.
39 Time of Essence. Time shall be of the essence for each and every provision hereof.
40 Entire Agreement. This Agreement, together with the documents referenced
herein, constitutes the entire agreement and understanding among the parties with respect to
the subject matter hereof, and there are no other agreements, representations or warranties
other than as set forth herein. Neither party shall be bound by any agreement, condition,
warranty nor representation other than as expressly stated in this Agreement. This Agreement
may not be changed, altered or modified except by an instrument in writing signed by both
parties hereto, subject to the requirements for the amendment of development agreements in
the Act.
41 Other Agreements. This Agreement has no effect on any other agreement, the
City's development orders, or declaration of restrictions otherwise encumbering the Property.
Any and all agreements currently in the public records remain valid. The parties incorporate by
reference each and every requirement set forth in the Act.
42 Binding Effect. The obligations imposed pursuant to this Agreement upon the
Developer and upon the Property shall run with and bind the Property as covenants running with
the Property, and this Agreement shall be binding upon and enforceable by and against the
parties hereto and their respective successors, assigns and heirs.
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43 Transfer and Assignment. The Developer shall not be entitled to assign or transfer
this Agreement or any of the rights and obligations hereunder prior to the satisfaction or deemed
satisfaction of the conditions set forth in subparagraphs 17(a) through (d) of this Agreement
without the prior written consent of the City (which consent may be withheld, conditioned or
delayed in the sole and absolute discretion of the City), except as hereinafter provided. The
Developer shall have the right at any time and from time to time to sell, transfer and convey all
or any portion of the Property to any'person or entity (a "Subsequent Owner") and assign and
transfer this Agreement and the rights and obligations hereunder in whole or in part to any
Subsequent Owner in connection with such sale, transfer or conveyance of the Property or any
portion thereof without the prior consent or approval of the City, provided that a "Galbut Entity"
(as hereinafter defined) shall at all times (a) hold, directly or indirectly, not less than a 10%
ownership interest in the Development Site, (b) serve, directly or indirectly, as a manager of the
entity that is developing the Project and the Park Project, and (c) exercise, directly or indirectly,
day-to-day operational control of the entity as the manager of the entity that is developing the
Project and the Park Project; provided, further, that this Agreement and the rights and
obligations hereunder can be assigned and transferred to any lender, lender designee or non-
lender affiliated purchaser (any of the foregoing being referred to herein as a "Foreclosure
Purchaser")who acquires the Property or any portion thereof through a foreclosure sale or deed-
in-lieu of foreclosure without the prior consent or approval of the City. This Paragraph and the
restrictions, limitations and prohibitions contained herein shall automatically terminate,
extinguish and be of no further force or effect immediately upon the earlier of the following
events to occur (y) the issuance of a temporary certificate of occupancy, a final certificate of
occupancy or a certificate of completion for the Park Project, or(z)the acquisition of the Property
or any portion thereof by any Foreclosure Purchaser through a foreclosure sale or deed-in-lieu
of foreclosure; whereupon, the Developer, any Subsequent Owner and/or any Foreclosure
Purchaser shall have the absolute and unconditional right to sell, transfer and convey all or any
portion of the Property to any person or entity and to assign and transfer this Agreement and the
rights and obligations hereunder in whole or in part to any person or entity in connection with
such sale, transfer or conveyance of the Property or any portion thereof without the prior
consent or approval of the City whether or not a Galbut Entity (aa) holds, directly or indirectly,
any ownership interest in the Development Site, (bb) serves, directly or indirectly, as a manager
of the entity that is developing the Project and the Park Project, or (c) exercises, directly or
indirectly, day-to-day operational control of the entity as the manager of the entity that is
developing the Project or the Park Project. Any assignee or transferee (including, any Subsequent
Owner or Foreclosure Purchaser) shall assume all remaining obligations of the Developer under
this Agreement at the time of such assignment or transfer of this Agreement. For purposes of
this Paragraph, the term "Galbut Entity" shall mean: (ww) Russell Galbut; (xx) any spouse, child,
grandchild or sibling of Russell Galbut; (yy) any trust established for the benefit of Russell Galbut
or any spouse, child, grandchild or sibling of Russell Galbut (or of any combination of the
foregoing); and/or (zz) any entity owned, directly or indirectly, one hundred percent (100%) by
Russell Galbut, or any spouse, child, grandchild or sibling of Russell Galbut, any trust established
for the benefit of Russell Galbut or any spouse, child, grandchild or sibling of Russell Galbut (or
of any combination of the foregoing).
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44 Force Majeure and Third Party Challenges. All time periods set forth in this
Agreement and in any approval or permit issued in connection with the Project and/or the Park
Project will be tolled due to force majeure events (including,without limitation,strikes, lockouts,
acts of God, hurricanes and severe weather,and other causes beyond the control of either party),
and due to delays in obtaining permits and approvals from governmental agencies, during the
pendency of any"Lawsuit" (as hereinafter defined)and any unexpired appeal period thereof,and
during any dispute between the Developer and the City with respect to the construction
documents for the Park Project under Paragraph 12 of this Agreement. In the event that a third
party unrelated to or unaffiliated with the City or the Developer institutes any action, suit or
proceeding relating to the Project and/or the Park Project, including, without limitation, any
action, suit or proceeding challenging the validity or issuance of the Vacation Resolution, this
Agreement,the Land Development Regulation Amendments,the Project Zoning Applications,the
Project Zoning Approvals, the Park Zoning Application,the Park Zoning Approval or any Building
Permit (in each instance, including any related appeals, a "Lawsuit"), then the Developer shall
defend any such Lawsuit at its sole cost and expense using legal counsel reasonably acceptable
to the City. The Developer shall further indemnify and hold the City harmless from and against
all actual damages, losses, liabilities, fees, cost and expense (including attorneys' fees, costs and
expenses) of any and every kind arising out of or relating to any such Lawsuit. This Paragraph
shall survive the expiration or any earlier termination of this Agreement.
If a Lawsuit is commenced prior to the vacation and conveyance of the City Parcel as
contemplated by this Agreement,then the City shall not be required to effectuate such vacation
and conveyance of the City Parcel until thirty(30) days after the Lawsuit has been completed and
finally disposed of(by judgement, settlement or otherwise) on terms and conditions acceptable
to Developer in its sole and absolute discretion; provided, however, if the Lawsuit is still pending
more than sixty (60) months after it has been commenced, then either party, at its option, may
from and after the expiration of such sixty (60) month period and while the Lawsuit remains
unresolved, elect to terminate the transaction contemplated by this Agreement by delivering a
written notice of termination to the other party, whereupon the Vacation Resolution shall be
rescinded and this Agreement shall be terminated, and the City and the Developer shall have no
further obligation and/or liability to each other hereunder.
45 Indemnification of City. The Developer shall indemnify, defend and hold harmless
the City from and against any actual damages, losses, liabilities,fees, costs and expenses incurred
by the City in any action,suit or proceeding brought against the City by any third-party as a result
of any negligent act or omission of the Developer and/or its officers, directors, managers,
members, employees, contractors and agents in performing under this Agreement. The
Developer shall directly pay all actual costs and expenses related to any expense or cost charged,
or legal defense required by the City, using legal counsel reasonably acceptable to the City,
pursuant to the foregoing. The City shall reasonably cooperate and collaborate (but at no
expense to the City) with the Developer in connection with any legal proceeding in which the
Developer is defending the City. This Paragraph shall survive the expiration or any earlier
termination of this Agreement.
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46 Corporate Obligations. It is expressly understood that this Agreement and the
obligations issued hereunder are solely corporate obligations, and that no personal liability will
attach to, or is or shall be incurred by, the incorporators, stockholders, officers, directors,
managers, members, partners, trustees, beneficiaries, elected or appointed officials (including,
without limitation, the Mayor and City Commissioner of the City) or employees , as such, of the
Developer, the City, or any successor or assign of any of them, under or by reason of the
obligations, covenants or agreements contained in this Agreement or implied therefrom; and
that any and all such personal liability, either at common law or in equity or by constitution or
statute, of, and any of all such rights and claims against, every such incorporators, stockholders,
officers, directors, managers, members, partners, trustees, beneficiaries, elected or appointed
officials (including, without limitation, the Mayor and City Commissioner of the City) or
employees,as such,or under or by reason of the obligations,covenants or agreements contained
in this Agreement or implied therefrom are expressly waived and released as a condition of, and
as consideration for,the execution of this Agreement.
47 No Conflict of Interest. The Developer represents and warrants that no member,
official or employee of the City has any direct or indirect financial interest in this Agreement nor
has participated in any decision relating to this Agreement that is prohibited by law. The
Developer represents and warrants that no officer, agent, employee, or representative of the
City has received any payment or other consideration for the making of this Agreement, directly
or indirectly, from the Developer.
48 No Third Party Beneficiaries. This Agreement is not intended to, and shall not be
construed to give, any third party (including, without limitation, any homeowners association,
condominium association, or neighborhood association in the surrounding area, or any individual
members thereof) any rights or interests whatsoever, nor is it intended that any third party shall
be a third party beneficiary of any provisions hereof.
49 Limitations of Liability and Waiver of Consequential Damages.
(a) Any tort liability to which the City is exposed under this Agreement shall
be limited to the extent permitted by applicable law and subject to the provisions and monetary
limitations of Section 768.28, Florida Statutes, as may be amended, which statutory limitations
shall be applied as if the parties had not entered into this Agreement, and City expressly does not
waive any of its rights and immunities thereunder.
(b) The City will not in any event whatsoever be liable for any injury or damage
to the Developer (unless caused by the gross negligence or willful misconduct of the City, its
agents, contractors or employees), nor for any injury or damage to the Property (unless caused
by the gross negligence or willful misconduct of the City, its agents, contractors or employees),
caused by the use, misuse or abuse of the City Parcel or the Park Site (unless caused by the gross
negligence or willful misconduct of the City, its agents, contractors or employees).
(c) The City will not be liable to the Developer for any injury or damage to the
Property caused by or resulting from gasoline, oil, steam, gas, electricity, or hurricane, tornado,
38
flood,wind or similar storms or disturbances, or water, rain or snow which may leak or flow from
any part of the City Parcel or the Park Site, or leakage of gasoline or oil from pipes, appliances,
sewer or plumbing works therein (unless caused by the gross negligence or willful misconduct of
the City, its agents, contractors or employees).
(d) Except as may be otherwise expressly provided herein, no approval to be
made by the City in its proprietary capacity under this Agreement or any inspection of the Project
or Park Project by the City under this Agreement, shall render the City liable for its failure to
discover any defects or nonconformance with any governmental requirement.
(e) No member, official, elected representative or employee of the City shall
be personally liable to the Developer or any successor, assign or heir thereof in the event of any
default or breach of this Agreement by the City or for any amount which may become due to the
Developer or successor, assign or heir thereof under this Agreement.
50 Police Power.
(a) The parties recognize and agree that certain provisions of this Agreement
require the City and its boards, departments or agencies, acting in their governmental capacity,
to consider governmental actions. All such considerations and actions shall be undertaken in
accordance with established requirements of state statutes and municipal ordinances in the
exercise of the City's jurisdiction under the police power. Nothing contained in this Agreement
shall entitle the Developer to compel the City to take any such actions, save and except for the
execution of consents (if applicable) to the filing of applications for the Project Approvals, the
Park Approvals, Development Permits and/or Development Orders as more fully set forth herein
and to timely process such applications.
(b) The parties further recognize and agree that these proceedings shall be
conducted openly, fully, freely and fairly in full accordance with law and with both procedural
and substantive due process to be accorded the applicant and any member of the public. Nothing
in this Agreement shall be construed to prohibit the City from duly acting under its police power
to approve, approve with conditions, or reject any public hearing application dealing with the
Property.
51 Conflict. In the event of an inconsistency or conflict between the terms of this
Agreement and the terms of the Vacation Resolution,the terms of this Agreement shall control.
39
EXECUTED as of the date first above written in several counterparts, each of which
shall be deemed an original, but all constituting only one agreement.
Signed, sealed and delivered CITY OF MIAMI BEACH,
in the presence of: a Florida municipal corporation
Print Name:
By:
Print Name: Name:
Attest:
City Clerk
STATE OF FLORIDA
)SS
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, 201_, by , as Mayor of the
City of Miami Beach, a municipal corporation, on behalf of the Corporation. He is personally
known to me or has produced as identification and who did (did not)
take an oath.
NOTARY PUBLIC
Typed or Printed Name of Notary
My Commission expires:
Serial No., if any:
40
500 ALTON ROAD VENTURES, LLC, a
Delaware limited liability company
By:
David Smith, Vice President
Print Name:
Print Name:
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of ,201_
by DAVID SMITH, as a Vice President of 500 ALTON ROAD VENTURES, LLC, a Delaware limited
liability company, on behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No., if any
41
1220 SIXTH, LLC, a Delaware limited liability
company
By:
David Smith, Vice President
Print Name:
Print Name:
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of ,201_
by DAVID SMITH, as a Vice President of 1220 SIXTH, LLC, a Delaware limited liability company,
on behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No., if any
42
SOUTH BEACH HEIGHTS I, LLC, a Delaware
limited liability company
By:
--
Marisa Galbut, President
Print Name:
Print Name:
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of _,201_
by MARISA GALBUT, as President of SOUTH BEACH HEIGHTS I, LLC, a Delaware limited liability
company, on behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No., if any
43
KGM EQUITIES, LLC, a Delaware limited
liability company
By:
David Smith, President
Print Name:
Print Name:
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of ,201_
by DAVID SMITH, as President of KGM EQUITIES, LLC, a Delaware limited liability company, on
behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No., if any
44
TABLE OF EXHIBITS
EXHIBIT "A"-LEGAL DESCRIPTION OF DEVELOPER PROPERTY
EXHIBIT "B"-LEGAL DESCRIPTION OF CITY PARCEL
EXHIBIT "C"- LEGAL DESCRIPTION OF PROPERTY
EXHIBIT "D"-LEGAL DESCRIPTION OF PARK SITE
EXHIBIT "E"-LEGAL DESCRIPTION OF DEVELOPMENT SITE
EXHIBIT"F" - 5TH STREET EASEMENT
EXHIBIT"G"-DESCRIPTION OF MIRADOR 1 BAYWALK
EXHIBIT"H"- DESCRIPTION OF MIRADOR 2 BAYWALK
EXHIBIT "I"-DESCRIPTION OF MONDRIAN BAYWALK
EXHIBIT "J"-COVENANT IN LIEU OF UNITY OF TITLE
EXHIBIT "K"-HOLD HARMLESS AGREEMENT
EXHIBIT "L" -PARK CONCEPT PLAN
EXHIBIT "M" -PURCHASE AND SALE AGREEMENT
EXHIBIT "N"-VACATION RESOLUTION
EXHIBIT "0"-6TH STREET EASEMENT AGREEMENT
EXHIBIT "P"- FUTURE PEDESTRIAN PATHWAY PARCEL
EXHIBIT"Q"-FUTURE PEDESTRIAN PATHWAY PARCEL EASEMENT AGREEMENT
EXHIBIT "R"-FIFTH STREET EASEMENT AGREEMENT
EXHIBIT "5"-WEST AVENUE SIDEWALK EASEMENT
EXHIBIT "T" -WEST AVENUE SIDEWALK EASEMENT AGREEMENT
EXHIBIT "U" - TERMINATION OF•GRANT OF EASEMENT AND AGREEMENT FOR STORM
WATER AND TRANSPORTATION IMPROVEMENTS
EXHIBIT "V" - FLORIDIAN PARKING EASEMENT
EXHIBIT "W" - FLORIDIAN PARKING EASEMENT AGREEMENT
45
EXHIBIT "X" -TEMPORARY CONSTRUCTION AND ACCESS EASEMENT AGREEMENT
EXHIBIT "Y"-PARK PHASED CONSTRUCTION PLAN
EXHIBIT "Z"-DESCRIPTION OF PUBLIC FACILITIES
EXHIBIT "AA"-DESCRIPTION OF PUBLIC RESERVATIONS
EXHIBIT "BB"-DESCRIPTION OF REQUIRED DEVELOPMENT PERMITS
46
EXHIBIT"A"-LEGAL DESCRIPTION OF DEVELOPER PROPERTY
•
47
EXHIBIT"B"-LEGAL DESCRIPTION OF CITY PARCEL
48
COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 )
3921 SW 47TH AVENUE, SUITE 1011
DAVIE, FLORIDA 33314 CLIENT :
••' PHONE CERTIFICATE
(954) 689-7THORI766ZAF FAX (954): LB 6894 764 7 99 CRESCENT HEIGHTS
LAND DESCRIPTION AND SKETCH
LAND DESCRIPTION: (6TH STREET)
A PORTION OF 6TH STREET AS SHOWN ON "AMENDED PLAT OF FLEETWOOD SUBDIVISION",
ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 28, PAGE 34, OF THE
PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, AND "AMENDED PLAT OF AQUARIUM
SITE RESUBDIVISION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK
21, PAGE 83, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF LOT 1, BLOCK 2, OF SAID "AMENDED PLAT OF
FLEETWOOD SUBDIVISION";
THENCE NORTH 89'37'30" EAST ALONG THE SOUTH LINE OF LOT 32, BLOCK 2 OF SAID
"AMENDED PLAT OF FLEETWOOD SUBDIVISION" AND THE NORTH RIGHT OF WAY LINE OF
SAID 6TH STREET, A DISTANCE OF 155.00 FEET TO A POINT ON A TANGENT CURVE
CONCAVE TO THE NORTHWEST;
THENCE NORTHEASTERLY ALONG SAID NORTH RIGHT OF WAY LINE AND ALONG THE ARC
OF SAID CURVE, HAVING A RADIUS OF 15.00 FEET, A CENTRAL ANGLE OF 90'00'21" AND
AN ARC DISTANCE OF 23.56 FEET;
THENCE SOUTH 00'22'51" EAST, A DISTANCE OF 85.00 FEET TO A POINT ON A TANGENT
CURVE CONCAVE TO THE SOUTHWEST;
THENCE NORTHWESTERLY ALONG THE SOUTH RIGHT OF WAY LINE OF SAID 6TH STREET
AND ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 20.00 FEET, A CENTRAL
ANGLE OF 89'59'39" AND AN ARC DISTANCE OF 31.41 FEET;
THENCE SOUTH 89'37'30" WEST ALONG THE NORTH LINE OF LOT 10 AND LOT 11 OF
"AMENDED PLAT OF AQUARIUM SITE RESUBDIVISION", ACCORDING TO THE PLAT THEREOF,
AS RECORDED IN PLAT BOOK 21, PAGE 83, OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA AND THE SOUTH RIGHT OF WAY LINE OF SAID 6TH STREET, A DISTANCE
OF 210.00 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE SOUTHEAST;
THENCE SOUTHWESTERLY ALONG SAID SOUTH RIGHT OF WAY LINE AND ALONG THE ARC
OF SAID CURVE, HAVING A RADIUS OF 20.00 FEET, A CENTRAL ANGLE OF 90'00'21" AND
AN ARC DISTANCE OF 31.42 FEET;
THENCE NORTH 00'22'51" WEST, A DISTANCE OF 70.00 FEET;
THENCE CONTINUE ALONG SAID NORTH RIGHT OF WAY LINE AND ALONG THE SOUTH LINE
OF SAID LOT 1, BLOCK 2, NORTH 89'37'30" EAST, A DISTANCE OF 80.00 FEET TO THE
POINT OF BEGINNING.
SAID LANDS SITUATE. LYING AND BEING IN THE CITY OF MIAMI BEACH, MIAMI/DADE
COUNTY, FLORIDA; CONTAINING 12,720 SQUARE FEET MORE OR LESS.
REVISIONS DATE FB/PG DWN CKD, PROPERTY ADDRESS : 1
LAND DESCRIPTION&SKETCH 09/12/18 ---- AM REC LAND DESCRIPTION `6TH STREET. MIAMI BEACH
REVISED LAND DESCRIPTION&SKETCH 10/22/18 ---- AM REC AND SKETCH
FOR (SCALE: N/A
6TH STREET VACATION
(SHEET 1 OF 3
COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 )
3921 SW 47TH AVENUE, SUITE 1011
/per DAVIE, FLORIDA 33314 CLIENT :
••' PHONECERTIFICATE
(954) 689U AUTHOR
(954)TION : LB 6894 77 99 CRESCENT HEIGHTS
LAND DESCRIPTION AND SKETCH
_______________
elk I
IP, 1 , ___,
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WEST A VENIUE.V
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ALTOAV ROAD
I
1
REVISIONS DATE FB/PG DWN CKD‘ 'PROPERTY ADDRESS : 1
LAND DESCRIPTION &SKETCH 09/12/18 ---- AM REC LAND DESCRIPTION `6TH STREET, MIAMI BEACH I
REVISED LAND DESCRIPTION &SKETCH 10/22/18 ---- AM REC AND SKETCH
FOR (SCALE: 1" = 40'
-
6TH STREET VACATION ( 1
%. SHEET 2 OF 3
COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 )
3921 SW 47TH AVENUE, SUITE 1011 CLIENT
DAVIE, FLORIDA 33314
PHONE
CERTIFI (954) 689-7 66ZAFAX (954) 6894TION : LB # 7799 CRESCENT HEIGHTS
LAND DESCRIPTION AND SKETCH
LEGEND:
CKD CHECKED BY
DWN DRAWN BY
FB/PG FIELD BOOK AND PAGE
P.B. PLAT BOOK
M/D.C.R. MIAMI/DADE COUNTY RECORDS
POB POINT OF BEGINNING
POC POINT OF COMMENECEMENT
R RADIUS
A ARC DISTANCE
A CENTRAL ANGLE
NOTES:
1. NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF
A FLORIDA LICENSED SURVEYOR AND MAPPER.
2. LANDS SHOWN HEREON WERE NOT ABSTRACTED FOR RIGHTS-OF-WAY,
EASEMENTS, OWNERSHIP, OR OTHER INSTRUMENTS OF RECORD.
3. DATA SHOWN HEREON DOES NOT CONSTITUTE A FIELD SURVEY AS SUCH.
4. THE LAND DESCRIPTION SHOWN HEREON WAS PREPARED BY THE SURVEYOR.
5. BEARINGS SHOWN HEREON ARE ASSUMED.
I HEREBY CERTIFY THAT THE ATTACHED "LAND DESCRIPTION AND SKETCH"
IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF AS
PREPARED UNDER MY DIRECTION IN SEPTEMBER, 2018. I FURTHER CERTIFY
THAT THIS "LAND DESCRIPTION AND SKETCH" MEETS THE STANDARDS OF
PRACTICE FOR SURVEYING IN THE STATE OF FLORIDA ACCORDING TO
CHAPTER 5J-17 OF THE FLORIDA ADMINISTRATIVE CODE. PURSUANT TO
SECTION 472.027, FLORIDA STATUTES. SUBJECT TO THE QUALIFICATIONS
NOTED HEREON.
FOR THE FIRM, BY: a -7
RICHARD E. COUSINS
PROFESSIONAL SURVEYOR AND MAPPER
FLORIDA REGISTRATION NO. 4188
REVISIONS DATE FB/PG DWN CKD" 'PROPERTY ADDRESS : 1
LAND DESCRIPTION &SKETCH 09/12/18 ---- AM REC LAND DESCRIPTION `6TH STREET, MIAMI BEACH,
REVISED LAND DESCRIPTION&SKETCH 10/22/18 ---- AM REC AND SKETCH
FOR (SCALE: N/A
6TH STREET VACATION
(SHEET 3 OF 3
` )
SKETCH OF SURVEY
3- 1 10_ °, CONTROL I I I 5 '¢' - I', Aka •.em,�Ia •`sox ELLcrRic ry ' • p III I'i0 STORY CONCRETE _ ._.--_.. '
:+ d CBS BUILDING K'
i
. i oy+ ,VAULT I I A=80.002#„,p +'' r 3 1 ¢
315 g IA-29.50' .. 8._.
'O �_->`-- ^ NI Oxe 2 "AMENDED PUT OF SOON ' d ° '{ ��
"' db \ I�11111 p° �a I FLEETWOOD sU9001000 _ TrYcwLixE °J o v
6..,
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a d ?a RAx f° _�
__ d ° • IITT BLOCK Z (P• ) 50uN BLOCK Z �' EUV"s.OT
--K'"-^- N.N.\ Ano. c SOWN UNE-LOT 1 I^1 SOUTH UNE-LOT 31 Rix=5.10 4: ( I I,
a ,�_._ ° iw'01;1 'Q' N 88.87'90'E 295.00' #u' ux 0 vva `,�
3 \`_._. -tx. =3.s. omR-s,m• I !r O f\v'° G�=
.._-.._--___. ° �: wu PANEL
° RiR_s0 �� o' .FyT,
DRCK A STORM MANHOLE •?' a� lu^.a 5 1P I II C�i
•� \\ RIY F1EV"Se m 9 °1L/° °• y ,p °/ ,...../. ro v , \ems 0
,••\`i`\ ` OR4OMANNO70 'ii'�`� 4'° =xao•x c ,A ASPHALT PAVEUENiNI" + neo�ENTEsuxE ,.�� R CATCH BASIN
R -? eAsix II tI�vmR DEv n'a 1'\ LEGEND:
a coxc\. ,au EUV-SAS- _`•s _ _ - _ - PLA _ - _ _ _
°_P08..._.a=`.......... L__..._.._...._Ta a-....._._v°'_ __.._....d'° -._.... _ .-.__�-v'- 1 1 `f • CKD CHECKED BY
0000 �p=\\ uAxxa \ ,`�\�` _-.... NQPINNEST CORNLRLIU II Pue i ° 4 ° LI( q* f,'
,' •$E CONC CONCRETE
99J =1/9( `4 ,\ ,, H 'ANEROID Pur Li•000"ON SIX TD*� 6TH STREET ° ,C1 0 _d I OWN DRAWN BY .
(D �• , RE3L90/N90N ,w > q�m m 3
F °° °+ ., a p FB/PG FIELD BOOK AND PAGE
�`� \ (P.O.zl,PG M GR. EBo 4 0':.'+ ^ '2 SIR SET 5/8"IRON ROD&CAP#6448
urcx B vx E- > ".o \ '' i/®'�'`O carve w ;ie uDER,+ xro A •wv _ _ un-Lot ;#. L_®T ,P 1,AL Ll. SNC
SET
NDNAIL
IRON ROD CAP#6448
P AUt NLWRN LINE-LOT!!,3 , ®�wV ORM LL'E-LOT!0 coxc ra T--1FIR-
v / ,9 LORI,'
NAxxOU°° °° `'" m ° S 89'8790"II 2!0.01• r „ LOT ID ��r vVi II T'I I I I °r I FIP FOUND IRON PIPE
LOT 11 �1 X41 FNC FOUND NAIL AND CAP
RSR ELLV"..,>• w e� >• a
.\' w a, m R=20.00' srll I =S FND FOUND NAIL&DISC
4 f'" P I- •" nw A=80.5090' v,, I A P.B. PLAT BOOK
' I' ,,. / e\ { R=20.00' �rJ� P tt,� M D.C.R.MIAMI/DADE COUNTY RECORDS
•A=00 o0 Z1 Nt, w ! w V3'> ea A=sls!' rs: s, / / /
'f ,,'AMENDED PUT OF' D� -X- CHAIN UNK WOOD FENCE
{ff AQUARIUM SITE s ® '�°
r A=81./2' 1� 8m I -o- WOOD FENCE
\ > �L •" w RESUBDm9ION• I= ° > m
v � G v i ,� CLF CHAIN UNK/WOOD FENCE
(P.B.21,P0.w3,Y/D.C.'.) �'' _ 1
EB
o+
_ _
1 : 1
MC-- WPP WOOD POWER POLE
t
•
i `° =e ...""' r+ //11 I __ __ I,r gyri 5.6 ELEVATIONS
�� \>` 1•i DI-
- LP 2 UGHT POLE
we
00
\ \1' 3 I� ��ffeem eze' m _ O.' _ _Le ___i___ _ -.- _..- _.._ I o3 I EB ELECTRIC BOX
91 X
.�. _. p° 11 ° F.z�' �00.s' - ."• .M.. m• '0,I % _03. I SOMH STORM DRAINAGE MANHOLE
LAND DESCRIPTION: (6TH STREET) FPL FLORIDA POWER&UGHT
MLP METAL UGHT POLE
A PORTION OF 6TH STREET AS SHOWN ON"AMENDED PLAT OF FLEETWOOD TSB TRAFFIC SIGNAL BOX
SUBDIVISION".ACCORDING TO THE PLAT THEREOF,AS RECORDED IN PLAT BOOK 28, TSP TRAFFIC SIGNAL POLE
PAGE 34,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,FLORIDA,AND"AMENDED WV WATER VALVE
PLAT OF AQUARIUM SITE RESUBDIVISION".ACCORDING TO THE PLAT THEREOF.AS WM WATER METER
R RADIUS
RECORDED IN PLAT BOOK 21,PAGE 83,OF THE PUBLIC RECORDS OF MIAMI-DADE A ARC DISTANCE
1 I COUNTY,FLORIDA,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
CENTRAL ANGLE
BEGINNING AT THE SOUTHEAST CORNER OF LOT 1,BLOCK 2,OF SAID"AMENDED PLAT POB POINT OF BEGINNING
OF FLEETWOOD SUBDIVISION";
Loll I FLOOD ZONE INFORMATION
S.1: THENCE NORTH 89'37'30"EAST ALONG THE SOUTH UNE OF LOT 32,BLOCK 2 OF
1 I COMMUNITY NUMBER 120651 SAID"AMENDED PLAT OF FLEETWOOD SUBDIVISION"AND THE NORTH RIGHT OF WAY
PANEL NUMBER 0319 L LINE OF SAID 6TH STREET,A DISTANCE OF 155.00 FEET TO A POINT ON A TANGENT
'N. I ZONE AE CURVE CONCAVE TO THE NORTHWEST;
B, BASE FLOOD ELEVATION B THENCE NORTHEASTERLY ALONG SAID NORTH RIGHT OF WAY LINE AND ALONG THE ARC
k1EFFECTIVE DATE 09/11/OR OF SAID CURVE,HAVING A RADIUS OF 15.00 FEET,A CENTRAL ANGLE OF 90'00'21"
I ♦ AND AN ARC DISTANCE OF 23.56 FEET;
I I THENCE SOUTH 00'22'51"EAST,A DISTANCE OF 85.00 FEET TO A POINT ON A
TANGENT CURVE CONCAVE TO THE SOUTHWEST;
L_ r.r���Jr Al �C4 THENCE NORTHWESTERLY ALONG THE SOUTH RIGHT OF WAY UNE OF SAID 6TH STREET
AND,•� NOTES ANO ALONG THE ARC OF SAID CURVE,HAVING A RADIUS OF 20.00 FEET,A CENTRAL
ANGLE OF 89'59'39"AND AN ARC DISTANCE OF 31.41 FEET;
i IF 1. NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED
I'-o SEAL OF A FLORIDA UCENSED SURVEYOR AND MAPPER. THENCE SOUTH 89'37'30"WEST ALONG THE NORTH LINE OF LOT 10 AND LOT 11 OF
CC "AMENDED PLAT OF AQUARIUM SITE RESUBDIVISION",ACCORDING TO THE PLAT
2. LANDS SHOWN HEREON WERE NOT ABSTRACTED FOR RIGHTS-OF-WAY,
I 1 THEREOF,AS RECORDED IN PLAT BOOK 21,PAGE 83,OF THE PUBLIC RECORDS OF
i EASEMENTS,OWNERSHIP,OR OTHER INSTRUMENTS OF RECORD. MIAMI-,ADE COUNTY,FLORIDA AND THE SOUTH RIGHT OF WAY UNE OF SAID 6TH I HEREBY CERTIFY THAT THE"SKETCH OF SURVEY"OF THE HEREON DESCRIBED
3. THIS SURVEY WAS GONE SOLELY FOR BOUNDARY PURPOSES AND DOES STREET,A DISTANCE OF 210.00 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO PROPERTY IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF
NOT DEPICT THE JURISDICTION OF ANY MUNICIPAL,STATE, THE SOUTHEAST; AS SURVEYED IN THE FIELD UNDER MY DIRECTION IN AUGUST,2018.
' FEDERAL OR OTHER ENTITIES. I FURTHER CERTIFY THAT THIS SURVEY MEETS THE STANDARDS OF PRACTICE
1 THENCE SOUTHWESTERLY ALONG SAID SOUTH RIGHT OF WAY UNE AND ALONG THE FOR SURVEYING IN THE STATE OF FLORIDA ACCORDING TO CHAPTER 5J-17 OF
\ 4. THE LAND DESCRIPTION SHOWN HEREON WAS PREPARED BY THE SURVEYOR. ARC OF SAID CURVE,HAVING A RADIUS OF 20.00 FEET,A CENTRAL ANGLE OF THE FLORIDA ADMINISTRATIVE CODE.PURSUANT TO SECTION 472.027, FLORIDA
'\ I 5. UNDERGROUND IMPROVEMENTS NOT SHOWN. 90'00'21"AND AN ARC DISTANCE OF 31.42 FEET; STATUTES.THERE ARE NO ABOVE GROUND ENCROACHMENTS OTHER THAN THOSE
SHOWN HEREON,SUBJECT TO THE OUAUFICATIONS NOTED HEREON.
6. ELEVATIONS SHOWN HEREON ARE BASED ON THE NATIONAL GEODETIC THENCE NORTH(10.22'51"WEST,A DISTANCE OF 70.00 FEET; ((77/7
\ ,11 VERTICAL DATUM OF 1929. V,T�,,,A•„-�y�.Lo5.ti-____,
7. BENCHMARK REFERENCE:MIAMI/DADE COUNTY BENCHMARK#0-151 THENCE CONTINUE ALONG SAID NORTH RIGHT OF WAY UNE AND ALONG THE SOUTH FOR THE FIRM,BY:
f___t-REE I ELEVATION=3.72' LINE OF SAID LOT 1,BLOCK 2,NORTH 89'37'30"EAST,A DISTANCE OF 80.00 FEET
�TN_STEET J TO THE POINT OF BEGINNING. RICHARD E.COUSINS
SR. A-1-A 8. BEARINGS SHOWN HEREON ARE ASSUMED. PROFESSIONAL SURVEYOR AND MAPPER
SAID LANDS SITUATE.LYING AND BEING IN THE CITY OF MIAMI BEACH,MIAMI/DADE SURVEY DATE:08/30/18 FLORIDA REGISTRATION N0.4188
LOCATION MAP (1"=100') COUNTY.FLORIDA;CONTAINING 12,720 SQUARE FEET MORE OR LESS.
COUSINS SURVEYORS & ASSOCIATES, INC. f CLIENT : REVISIONS DATE 00Pc es crto PROJECT NURSER:6000-I2 TSHEET/
3921 SW 47TH AVENUE.SUITE 1011 6TH STREET SKETCH OF SURVEY m' °"" ', ,PN,N"�"' W PL` I
OAVIE.FLORIDA 33314 CRESCENT HEIGHTS lI /0
w=y. CERTIFICATE OF AUTHORIZATION:LB#6448 MIAMI BEACH, FLORIDA ( SCALE.I.=16' J / I
PHONE(954)689-7766 FAX(954)689-7799 x V . 111 SHEET
EXHIBIT"C"- LEGAL DESCRIPTION OF PROPERTY
49
EXHIBIT"D"—LEGAL DESCRIPTION OF PARK SITE
[Final legal descriptions to be updated prior to execution of Development Agreement, based
on final terms approved by the City Commission at second reading.]
50
EXHIBIT"E"—DESCRIPTION OF DEVELOPMENT SITE
[Final legal descriptions to be updated prior to execution of Development Agreement, based
on final terms approved by the City Commission at second reading.]
51
EXHIBIT"F" - 5TH STREET EASEMENT
[Final descriptions for Easement Area to be updated based on the final Project Zoning
Approval]
52
EXHIBIT"G"-DESCRIPTION OF MIRADOR 1 BAYWALK
[Description to be included prior to final execution of D.A.]
53
EXHIBIT"H"— DESCRIPTION OF MIRADOR 2 BAYWALK
[Description to be included prior to final execution of D.A.]
54
EXHIBIT"I"—DESCRIPTION OF MONDRIAN BAYWALK
[Description to be included prior to final execution of D.A.]
55
EXHIBIT"J"-COVENANT IN LIEU OF UNITY OF TITLE
56
City's Form Covenant in Lieu of Unity of Title
Draft Subject to Developer Review
Prepared by and Return to:
Holland & Knight LLP
Attn:Joseph G. Goldstein
701 Brickell Avenue
Miami, Florida 33131
(Space Reserved for Clerk)
DECLARATION OF RESTRICTIVE COVENANTS
IN LIEU OF UNITY OF TITLE
KNOW ALL BY THESE PRESENTS that the undersigned Owners hereby make,declare and impose
on the land herein described,the following covenants that will run with the title to the land,which shall
be binding on the Owners, their heirs, successors, assigns, personal representatives, mortgagees and
lessees, and against all persons claiming by, through or under any of them;
WITNESSETH:
WHEREAS, the Owners hold fee simple title to certain property in the City of Miami Beach,
Florida, located at the 500-700 blocks of Alton Road, Miami Beach, Florida, and which is legally
described in Exhibit "A" attached hereto and made a part hereof(the "Property"); and
WHEREAS, the Owners and the City of Miami Beach, a Florida municipal corporation (the
"City"), entered into that certain Development Agreement dated as of , 20_, a
memorandum of which is recorded in Official Records Book , at Page of the Public
Records of Miami-Dade County (the "Development Agreement"); and
WHEREAS, on [date] the Owners obtained approval of the [Design Review Board
(DRB) / Historic Preservation Board (HPB) / Board of Adjustment (BOA) / Planning Board (PB)] under
File No. as recorded in Official Records Book at
Page of the Public Records of Miami-Dade; and
WHEREAS, the Owners may develop buildings on the Property for sale to multiple owners in a
condominium format of ownership and/or in two or more phases; and
WHEREAS,this instrument is executed in order to assure that the development of the property
with future multiple ownership or phased development will not violate the Land Development
Regulations of the City of Miami Beach.
NOW THEREFORE, in consideration of the premises, the Owners hereby agree as follows:
Declaration of Restrictive Covenants in Lieu of Unity of Title
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1. After a site plan for the Property has been submitted and approved under the City's
Land Development Regulations, the Property will be developed as a unified development site in
substantial accordance with such approved site plan for the Property. No modification of such
approved site plan shall be effectuated without the written consent of the then owner(s)of the portion
or phase of the Property for which such proposed modification is sought and the Director of the City's
Planning Department (such person, or any successor thereof, is referred to herein as the "Director").
No such owner nor the Director shall unreasonably withhold, condition or delay its consent, provided
the proposed modification is in compliance with the Land Development Regulations. Should any such
owner or the Director withhold,condition or delay its consent to any such proposed modification,then
the owner(s) seeking the proposed modification shall be permitted to seek the same by application to
modify the approved site plan at public hearing before the appropriate City board or the City
Commission of Miami Beach, Florida (whichever by law has jurisdiction over such matters). Approval
of such application shall be in addition to all other required approvals necessary for the proposed
modification sought. Notwithstanding anything to the contrary contained in this Declaration: (a) if any
building on the Property is developed and sold to multiple owners in a condominium format of
ownership, then only the condominium association (as opposed to each individual condominium unit
owner) shall be required to give, grant or execute any consent, approval or document require by this
Declaration, and such consent, approval or documents as given, granted or executed by the
condominium association shall bind each and every individual condominium unit owner in such
building; and (b) if the Property is developed in phases,then only the owner(s) of the phase(s) affected
by the proposed modification shall be required to give, grant or execute any consent, approval or
document required by this Declaration, and no consent, approval or document shall be required from
the owner(s) of any phase(s) unaffected by such proposed modification shall be required.
2. If the Property is developed in phases,then each phase will be developed in substantial
accordance with the approved site plan.
3. In the event Owners shall convey any portion of the Property to any person or entity of
subsequent to site plan approval for the Property, each of the subsequent owners shall be bound by
the terms, covenants, restrictions and limitations of this Declaration. Owners further agree that they
will not convey portions of the Property to any other person or entity unless and until the Owners and
such other person or entity shall have mutually executed and delivered, in recordable form, an
instrument to be known as an easement and operating agreement which shall contain, among other
things, contain the following easements to the extent required for the Property to be developed,
constructed, conveyed, maintained and operated in accordance with the approved site plan for the
Property despite the Property having multiple owners:
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(i) Easements in the common area of each parcel for ingress to and egress from the other
parcels;
(ii) Easements in the common area of each parcel for the passage and parking of vehicles:
(iii) Easements in the common area of each parcel for the passage and accommodation of
pedestrians;
(iv) Easements for access roads across the common area of each parcel to public and private
roadways;
(v) Easements for the installation, use, operation, maintenance, repair, replacement,
relocation and removal of utility facilities in appropriate areas in each such parcel;
(vi) Easements on each such parcel for construction of buildings and improvements in favor
of each such other parcel;
(vii) Easements upon each such parcel in favor of each adjoining parcel for the installation,
use, maintenance, repair, replacement and removal of common construction
improvements such as footings, supports and foundations;
(viii) Easements on each parcel for attachment of buildings;
(ix) Easements on each parcel for building overhangs and other overhangs and projections
encroaching upon such parcel from the adjoining parcels such as, by way of example,
marquees, canopies, lights, lighting devices, awnings, wing walls and the like;
(x) Appropriate reservation of rights to grant easements to utility companies;
(xi) Appropriate reservation of rights to road right-of-ways and curb cuts;
(xii) Easements in favor of each such parcel for pedestrian and vehicular traffic over
dedicated private ring roads and access roads; and
(xiii) Appropriate agreements between the owners of the several parcels as to the obligation
to maintain and repair all private roadways, parking facilities, common areas and
common facilities and the like.
These easement provisions or portions thereof may be waived by the Director if they are not
applicable to the portion of the Property then being conveyed (such as, but not limited to, conveyances.
to purchasers of individual condominium units, or conveyance that are separated by a street or road).
These easement provisions shall not be amended without prior written approval of the City Attorney.
In addition, these easement provisions shall contain such other provisions with respect to the
development, construction, conveyance, maintenance and operation of the Property as to which the
parties thereto may agree, all to the end that although the Property may have several owners, it will
be developed, constructed, conveyed, maintained and operated in accordance with the site plan
approved for the Property.
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4. Notwithstanding anything to the contrary contained in the City's Land Development
Regulations, and pursuant to the terms and provisions of the Development Agreement, the Owners
hereby acknowledge and agree to the following terms, covenants, restrictions and limitations with
respect to the Property:
(a) The maximum floor area that can be developed on that portion of the Property
legally described in Exhibit"B" attached hereto and made a part hereof(the "Development Site")shall
not exceed 571,000 square feet of floor area, as determined by the City's Land Development
Regulations (as may be amended by the "Land Development Regulation Amendments" (as such term
is defined in the Development Agreement)), and which floor area shall exclude non-floor area ratio
areas as set forth in such Land Development Regulations (as may be amended by the Land
Development Regulation Amendments), such as the floor area exclusion for projecting balconies free
of structural columns and/or walls and open on at least two sides.
(b) The (i) height of any multi-family residential tower on the Development Site shall
not exceed 519 feet in height (as measured from Base Flood Elevation +5 to the main roof line) and any
architectural projections will comply with the terms of the Land Development Regulations (as may be
amended by the Land Development Regulation Amendments), and (ii) floor plate of any residential
floor within any multi-family residential tower on the Development Site shall not exceed 13,800 square
feet of floor area ratio.
(c) The uses permitted on the Development Site shall have a maximum of: (i) 410
units (including multi-family residential units, single-family detached units, townhomes,
condominiums, and apartments), with up to a total of nine (9) or three percent (3%) of such units,
whichever is less, consisting of"Amenity Guest Apartment Units" available for use only by the owner
of units in and/or residents of the multi-family residential tower in which such units are located and
the relatives, guests and invitees of such unit owners and/or residents (with no advertisements or
listings of such Amenity Guest Apartment Units for rental by the general public, and no activity or
operation of such Amenity Guest Apartment Units that would require a hotel license or public lodging
establishment license by the State of Florida Department of Business and Professional Regulation)
(such ; and (ii) 15,000 square feet of retail uses. Except with respect to the Amenity Guest Apartment
Units, the Developer acknowledges and agrees that, as part of the consideration to the City for the
vacation of the City Parcel and for entering into this Agreement, any agreements for the rental, lease,
use or occupancy of residential units within the Development Site for periods of less than thirty (30)
days shall be expressly prohibited.
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•
(d) Any multi-family residential tower constructed within the Development Site
within 500 block of Alton Road shall be located within the northeast quadrant of the 500 block of Alton
Road.
(e) No parking, whether surface or underground, will be constructed on any part of
that portion of the Property legally described in Exhibit "C" attached hereto and made a part hereof
(the "Park Site").
(f) The Project shall include on-site parking in accordance with the provisions of the
Land Development Regulations (as may be amended by the Land Development Regulation
Amendments).
5. The provisions of this Declaration shall become effective upon their recordation in the
public records of Miami-Dade County, Florida, and shall continue in effect for a period of thirty (30)
years after the date of such recordation, after which time they shall be extended automatically for
successive periods of ten (10) years each, unless released in writing by the then owner(s) of the
Development Site and the Director (acting for and on behalf of the City) upon the demonstration and
affirmative finding that the same is no longer necessary to preserve and protect the Development Site
for the purposes herein intended.
6. The terms, covenants, restrictions and limitations of this Declaration may be amended,
modified or released by a written instrument executed by the then owner(s) of the Development Site
(with joinders by all mortgagees) and the Director (acting for and on behalf of the City). Should this
Declaration be so modified, amended or released, then the Director shall forthwith execute a written
instrument effectuating and acknowledging such amendment, modification or release; it being
acknowledged and agreed that no amendment, modification or release of this Declaration shall be
effective without the Director's written approval of, or execution of a written instrument effectuating
and acknowledging, such amendment, modification or release.
7. Enforcement of the terms, covenants, restrictions and limitations of this Declaration
shall be by action against any parties or persons violating or attempting to violate any such terms,
covenants, restriction or limitation of this Declaration. The prevailing party to in action or suit
pertaining to or arising out of this Declaration shall be entitled to recover, in addition to costs and
disbursements, allowed by law, such sum as the Court may adjudge to be reasonable for the services
of his attorney. This enforcement provision shall be in addition to any other remedies available at law,
in equity or both.
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Declaration of Restrictive Covenants in Lieu of Unity of Title
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8. Invalidation of any term,covenant, restriction or limitation of this Declaration by a final,
non-appealable order of a court of competent jurisdiction shall not affect any of the other term,
covenant, restriction or limitation of this Declaration, all of which shall remain in full force and effect.
9. This Declaration shall be recorded in the public records of Miami-Dade County at the
Owners' expense.
10. All rights, remedies and privileges granted herein shall be deemed to be cumulative and
the exercise of any one or more shall neither be deemed to constitute an election of remedies, nor
shall it preclude the party exercising the same from exercising such other additional rights, remedies
or privileges.
11. In the event of any violation of this Declaration, in addition to any other remedies
available, the City is hereby authorized to withhold any future permits, and refuse to make any
inspections or grant any approval, until such time as this Declaration is complied with.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK—SIGNATURE PAGES TO FOLLOW]
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Declaration of Restrictive Covenants in Lieu of Unity of Title
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Signed, witnessed, executed and acknowledged on this day of
[*Note: All others require attachment of original corporate resolution of authorization]
WITNESSES: OWNER:
Signature Individual Signature
Print Name Print Name
Signature Name of Corporate Entity
Print Name Position with Corporate Entity (Prez. VP, CEO)
Address:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by
, who is personally known to me or has produced
, as identification.
Witness my signature and official seal this day of ,
in the County and State aforesaid.
7
Declaration of Restrictive Covenants in Lieu of Unity of Title
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Folio No.:
Page 8 of 10
My Commission Expires: Notary Public-State of
Print Name
Signed, witnessed, executed and acknowledged on this day of
WITNESSES: OWNER:
Signature Individual Signature
Print Name Print Name
Signature
Print Name Address:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by
, who is personally known to me or has produced
, as identification.
Witness my signature and official seal this day of , in
the County and State aforesaid.
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Declaration of Restrictive Covenants in Lieu of Unity of Title
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Page 9 of 10
Notary Public-State of
My Commission Expires:
Print Name
Approved: Approved as to form & language &for
execution:
Director of Planning Date City Attorney Date
EXHIBIT A
•
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Declaration of Restrictive Covenants in Lieu of Unity of Title
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EXHIBIT"K"-HOLD HARMLESS AGREEMENT
57
Prepared by and Return to:
Holland&Knight LLP
Attn: Joseph G. Goldstein
701 Brickell Avenue
Miami,Florida 33131
(Space Reserved for Clerk)
AGREEMENT
WHEREAS, the undersigned owners, South Beach Heights I, LLC, a Delaware limited liability
company, 1220 Sixth, LLC, a Delaware limited liability company, 500 Alton Road Ventures, LLC, a
Delaware limited liability company, and KGM Equities, LLC, a Delaware limited liability company, each
having an address of 2200 Biscayne Boulevard, Miami, Florida 33137 (collectively, the"Owners"), hold
the fee simple title to that certain parcel of land,which is legally described in Exhibit"A"attached hereto
and incorporated herein by reference(the"Property");
WHEREAS, the Owners and the City of Miami Beach(the"City")have entered into that certain
Development Agreement, dated as of , 201 (the "Development Agreement"), pursuant to
Sections 163.3220-163.3243,Florida Statutes(the"Florida Local Government Development Agreement
Act")and Section 118-4 of the City's Code,which is recorded in Official Records Book at Page
of the Public Records of Miami-Dade County,Florida;
WHEREAS, the Development Agreement contemplates that the Owners will convey a portion of
the Property to the City for use as a park (the"Park Site"), which parcel is legally described in Exhibit
"B" attached hereto and incorporated herein by reference, and that the Park Site will be improved by the
Owners as contemplated under the Development Agreement(the"Park Project");
WHEREAS, the Development Agreement contemplates that the Owners will construct (among
other things) a multifamily residential building and up to 15,000 square feet of retail uses (the"Project")
on a portion of the Property(the"Development Site"), which parcel is legally described in Exhibit "C"
attached hereto and incorporated herein by reference;
WHEREAS, the Owners wish to obtain building permits, including phased permits, for the
construction of the Project(the`Building Permits")prior to the completion of,and acceptance by,the City
of the Park Project;
1
WHEREAS, until the conditions precedent set forth in Paragraph 17 of the Development
Agreement are satisfied or deemed satisfied in accordance with the terms of the Development Agreement
(the "Park Contingency"), the Owners are not to receive any temporary certificate of occupancy, final
certificate of occupancy or certificate of completion for the Project(in whole or in part);
NOW, THEREFORE, IN ORDER TO ASSURE the City that the representations made by the
Owners in the Development Agreement will be abided by, the Owners freely, voluntarily and without
duress,make the following declaration of restrictions covering and running with the Property:
1. The Owners agree to indemnify and hold harmless and release and discharge the City,
including its employees, from any and all liability for issuing the Building Permits prior to the satisfaction
of the Park Contingency.
2. The Owners acknowledge that no temporary certificate of occupancy, final certificate of
occupancy or certificate of completion for the Project (in whole or in part) will be granted until the Park
Contingency has been satisfied.
3. The Owners agree that they will not file or cause to be filed any request for a temporary
certificate of occupancy,final certificate of occupancy or certificate of completion for the Project(in whole
or in part)until the Park Contingency has been satisfied.
4. The Owners acknowledge that, if they obtain the Building Permits prior to the satisfaction
of the Park Contingency, they will be proceeding at their own risk and agree that they will not make or
commence any claim or action against the City (including, without limitation, a vested/property rights
claim) as a result of the City's issuance of the Building Permits prior to the satisfaction of the Park
Contingency. Further, the Owners agree that the issuance of the Building Permits prior to the satisfaction
of the Park Contingency would not be a grant of any vested right whatsoever to the Owners to occupy the
Project prior to the satisfaction of the Park Contingency.
5. The Owners acknowledge that the acknowledgement in Section 2 above shall appear on
the face of any and all Building Permits issued by the City pursuant to this Agreement prior to the
satisfaction of the Park Contingency.
6. The Owners acknowledge that the City, in its regulatory capacity, reserves the right to
evaluate all applications for Building Permits for compliance with all existing laws, ordinances and
regulations controlling the issuance of building permits for construction within the City.
2
7. The Owners agree to indemnify, defend, save and hold harmless the City from any claims,
demands,causes of action,liabilities,losses,costs,fees, expenses,orders,judgments and/or decrees of any
nature whatsoever as a result of granting the Building Permits prior to the satisfaction of the Park
Contingency,including,without limitation,reasonable,out-of-pocket attorneys'fees and expenses incurred
in the defense of any such claim, demand or cause of action.
8. Additional Provisions:
a. Covenant Running with the Land. This Agreement shall constitute a covenant
running with the land and shall remain in full force and effect and be binding upon the Owners and their
heirs, successors and assigns until such time as the same is modified, released, terminated or extinguished
(including, without limitation, pursuant to Paragraph 8(b) below). These restrictions during their lifetime
shall be for the benefit of and limitation upon all present and future owners of the Property and for the
benefit of the City and the public welfare. However, notwithstanding any other provision of this
Agreement,nothing herein shall be binding upon the City in the event that the City takes ownership to any
portion of the Property, and the Owners together with their heirs, successors and assigns acknowledge that
acceptance of this Agreement does not in any way obligate or provide a limitation on the City.
b. Term. This Agreement is to run with the land and shall be binding on all present
and future owners of the Property and their heirs, successors and assigns until the earlier to occur of(i)the
satisfaction of the Park Contingency, or (ii) the expiration or earlier termination of the Development
Agreement;whereupon,this Agreement shall automatically terminate and extinguish and be void and of no
further force or effect without the need of any further consent,agreement,document or instrument from the
City. Notwithstanding the foregoing,the City covenants and agrees,promptly upon the request of the then-
owner(s) of the Property, to execute and deliver to such then-owner(s) of the Property, an instrument in
recordable form to terminate,release and discharge this Agreement from the Property and public record.
c. Modification, Amendment,Release. Except as provided in Paragraph 8(b) above
with respect to the automatic termination and extinguishment of this Agreement, this Agreement may be
modified, amended or released as to the Property, or any portion thereof,by a written instrument executed
by the then-owner(s)of the Property,including joinders of all mortgagees, if any,provided that the same is
also approved by the City.
d. Enforcement. Enforcement shall be by action against any parties or persons
violating, or attempting to violate, any term, covenant, condition or provision of this Agreement. The
prevailing party in any action or suit pertaining to or arising out of this Agreement shall be entitled to .
3
recover, in addition to costs and disbursements allowed by law, such sum as the Court may adjudge to be
reasonable for the services of its attorney. This enforcement provision shall be in addition to any other
remedies available at law, in equity or both.
e. Election of Remedies. All rights,remedies and privileges granted herein shall be
deemed to be cumulative and the exercise of any one or more shall neither be deemed to constitute an
election of remedies, nor shall it preclude the party exercising the same from exercising such other
additional rights,remedies or privileges.
f. Severability. In the event any term or provision of this Agreement be determined
by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest
legal meaning or construed as deleted as such authority determines, and the remainder of this Agreement
shall be construed to be in full force and effect.
g. Recording. This Agreement shall be filed of record in the public records of Miami-
Dade County,Florida at the cost of the Owners. This Agreement shall become effective immediately upon
recordation.
h. Acceptance of Agreement. Acceptance of this Agreement does not obligate the
City in any manner to make,nor does it entitle the Owners to, a favorable recommendation or approval of
any application, zoning or otherwise, and the City and its boards, departments and/or agencies retain their
full power and authority to deny each such application in whole or in part and to decline to accept any
conveyance or dedication.
i. Owner. The term"Owners"shall include the Owners, and their heirs, successors
and assigns, except that Owners shall not refer to the City.
[Execution Pages Follow]
4
IN WITNESS WHEREOF, ., has caused these present to be signed in its name on this
day of _ , 201 .
500 ALTON ROAD VENTURES, LLC, a
Delaware limited liability company
By:
David Smith,Vice President
Print Name:
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 201_ by
DAVID SMITH, as a Vice President of 500 ALTON ROAD VENTURES, LLC, a Delaware limited
liability company, on behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No.,if any
5
1220 SIXTH, LLC, a Delaware limited liability
company
By:
David Smith,Vice President
Print Name:
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 201_ by
DAVID SMITH, as a Vice President of 1220 SIXTH, LLC, a Delaware limited liability company, on
behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No.,if any
6
SOUTH BEACH HEIGHTS I, LLC, a Delaware
limited liability company
By:
Marisa Galbut,President
Print Name:
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 201 by
MARISA GALBUT, as President of SOUTH BEACH HEIGHTS I, LLC, a Delaware limited liability
company, on behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No.,if any
7
KGM EQUITIES, LLC, a Delaware limited
liability company
By:
David Smith,President
Print Name:
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 201_ by
DAVID SMITH, as President of KGM EQUITIES,LLC, a Delaware limited liability company, on behalf
of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No.,if any
pg.8
EXHIBIT"A"
LEGAL DESCRIPTION OF PROPERTY:
pg.9
EXHIBIT"B"
DEVELOPMENT AGREEMENT
pg.10
EXIIIBIT"C"
LEGAL DESCRIPTION OF PARK SITE:
pg.11
EXHIBIT"D"
LEGAL DESCRIPTION OF DEVELOPMENT SITE:
pg.12
EXHIBIT"L"—PARK CONCEPT PLAN
[See Exhibit 2 to December 12, 2018 City Commission
Memorandum Regarding Development Agreement—Agenda Item R7A]
58
EXHIBIT"M"-PURCHASE AND SALE AGREEMENT
59
PURCHASE AND SALE AGREEMENT1
THIS PURCHASE AND SALE AGREEMENT(this"Agreement")is executed this
day of , 20_, by and among SOUTH BEACH HEIGHTS I, LLC, a Delaware limited
liability company, and KGM EQUITIES, LLC, a Delaware limited liability company
(collectively, "Park Site Owner") and the CITY OF MIAMI BEACH, a Florida municipal
corporation("City").
RECITALS
A. Park Site Owner owns the land constituting the Park Site (as hereinafter defined);
B. 500 Alton Ventures, LLC, a Delaware limited liability company, 1220 Sixth, LLC,
a Delaware limited liability company and South Beach Heights I,LLC,a Delaware limited liability
company (collectively, "Development Site Owner") own the land constituting the Development
Site (as hereinafter defined);
C. City owns the land constituting the City Parcel (as hereinafter defined), which is a
publicly dedicated roadway known as 6th Street;
D. Park Site Owner, Development Site Owner and City have entered into that certain
Development Agreement, dated as of , 2018, pursuant to Sections 163.3220-163.3243,
Florida Statutes (the"Florida Local Government Development Agreement Act") and Section 118-
4 of the City's Code (the "Development Agreement"), which Development Agreement will be
recorded in the Public Records of Miami-Dade County, Florida;
E. The Development Agreement provides (among other things) that (i) City will
vacate and abandon and convey the City Parcel to Development Site Owner, subject to the 6th
Street Easement Agreement(as defined in the Development Agreement); and(ii)Park Site Owner
will: (a) convey the Park Site to City, subject to the Permitted Exceptions (as hereinafter defined);
and (b) improve the Park Site with the Park Project (as hereinafter defined);
F. The parties desire to enter into this Agreement to more particularly describe their
mutual obligations with respect to the subject matter set forth herein.
NOW,THEREFORE, in consideration of the premises and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, (i) Park Site Owner agrees to
convey the Park Site to City, and City agrees to accept the Park Site from Park Site Owner; and
(ii) City agrees to convey the City Parcel to Development Site Owner, and Development Site
Owner agrees to accept the City Parcel from City, in each instance on the terms and conditions
contained herein:
! As a general note, to the extent applicable,definitions,certain conditions/milestones/deadlines and other
provisions must be revised to be consistent with the final version of the Development Agreement.
Section 1. Definitions and References. The following terms, as used in this
Agreement,have the following meanings:
"Agreement Date" means the date upon which this Agreement has been executed
by Park Site Owner and City.
"Business Day" shall mean any day other than a Saturday, Sunday, any federal or
state holiday and the following Jewish holidays: Passover(the first two (2) days and last two (2)
days only), Shavuot(two (2)days),Rosh Hashanah(two (2)days),Yom Kippur(one(1)day), and
Sukkot (the first two (2) days and last two (2) days only). If any period expires on a day which is
not a Business Day or any event or condition is required by the terms of this Agreement to occur
or be fulfilled on a day which is not a Business Day, such period shall expire or such event or
condition shall occur or be fulfilled, as the case may be, on the next succeeding Business Day.
"City Parcel" means the real property more specifically described on Exhibit A,
attached hereto and incorporated herein by this reference, together with all tenements,
hereditaments, development rights, easements, privileges, reversions, remainders and other rights
and appurtenances belonging or in any manner appertaining thereto,including,without limitation,
all reversionary interests in and to any adjoining or abutting rights-of-way.
"Closing" means the consummation of the conveyance of the City Parcel by City
to Park Site Owner, and the conveyance of the Park Site by Park Site Owner to City, pursuant to
Section 7.1 of this Agreement.
"Closing Date" means the date upon which the Closing occurs, which shall be a
date set by Park Site Owner upon not less than ten(10)Business Days' prior written notice to City,
provided Park Site Owner has satisfied the Hazardous Substance Environmental Contingency(as
defined in Development Agreement), and shall be subject to the applicable provisions of this
Agreement regarding extension or termination.
"Contracts"means all contracts, and other agreements,written or oral (exclusive of
the Leases), governing or relating to the Park Site.
"County" means Miami-Dade County, a political subdivision of the State of
Florida.
"Development Site"means the real property more specifically described in Exhibit
B-2, attached hereto and incorporated herein by this reference.
"Hazardous Substances"means (i)those substances included within the definitions
of "hazardous substances," "hazardous materials," "toxic substances" or "solid waste" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. § 960, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et
seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., or the Clean Water
Act, 33 U.S.C. § 1321, et seq., and in the regulations promulgated pursuant thereto; (ii) those
substances listed in the United States Department of Transportation Table (49 CFR § 172.101) or
by the Environmental Protection Agency as "hazardous substances"; (iii) such other substances,
materials and wastes which are regulated, or classified as hazardous or toxic, under applicable
local, state or federal law or regulations; and (iv) any material, waste or substance which is
petroleum, asbestos,polychlorinated biphenyls, flammable explosives or radioactive materials.
"Leases"means all leases, licenses and other agreements, whether oral or written,
for the use or occupancy of any portion of the Park Site or improvements located thereon as of the
Agreement Date.
"Park Improvements"means all improvements that comprise the Park Project that
are to be constructed on the Park Site in accordance with the Park Zoning Approval (as defined in
the Development Agreement).
"Park Project"shall mean the improvements to be made to the Park Site,including,
without limitation, the Park Improvements, as further described in Paragraph 7(d) of the
Development Agreement.
"Park Site" means the real property more specifically described in Exhibit B-1,
attached hereto and incorporated herein by this reference, together with all tenements,
hereditaments, development rights, easements, privileges, reversions, remainders and other rights
and appurtenances belonging or in any manner appertaining thereto, including without limitation
all reversionary interests in and to any adjoining or abutting rights-of-way.
"Permitted Exceptions"means (i)the title exceptions set forth in Exhibit C hereto;
(ii) the Development Agreement; (iii) all documents, agreements and/or instruments (including,
without limitation, easements, covenants and restrictions) entered into as a requirement under or
in connection with or as contemplated by the Development Agreement (including, without
limitmation,the Temporary Construction and Access Easement, the Covenant in Lieu of Unity of
Title, the Floridian Parking Easement Agreement and the Vacation Resolution(each as defined in
the Development Agreement)); (iv) all documents, agreements and/or instruments (including,
without limitation, easements, covenants and restrictions) entered into in connection with or as
required as a condition to (a) Park Site Owner's obtaining the Park Zoning Approval and/or
constructing the Park Project, and/or (b) Development Site Owner's obtaining the Project Zoning
Approvals; (v) all matters disclosed on the Survey; and(vii)any New Title Matter(s)which is(are)
approved or deemed approved by City in accordance with Section 2.3.
"Survey" means that certain [INSERT DESCRIPTION OF SURVEY],
performed by Surveyor.
"Surveyor" means Richard E. Cousins, Professional Land Surveyor and Mapper,
Florida Registration No. 4188, of Cousins Surveyors &Associates, Inc.
"Title Agent"means Greenberg Traurig, P.A., as agent for Chicago Title Insurance
Company.
"Title Commitment" means that certain American Land Title Association
Commitment issued by Title Agent on behalf of Title Company, Order No.: [ ],
having an effective date of[ ] at [ ] p.m. ET.
"Title Company"means Chicago Title Insurance Company.
"Title Policy" means the standard form of American Land Title Association Title
Insurance Policy to be issued to City by the Title Company pursuant to the Title Commitment,
subject to the Permitted Exceptions.
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them
in the Development Agreement.
Section 2. Title Evidence.
2.1 Title Insurance Commitment. As of the Agreement Date, City has received
and approved the Title Commitment, including the Permitted Exceptions shown therein.
2.2 Survey. As of the Agreement Date, City has received and approved the
Survey, including all matters shown thereon.
2.3 Subsequent Matters. If, subsequent to the effective date of the Title
Commitment,new title exceptions are discovered or the Title Company raises a title exception not
disclosed in the Title Commitment, or if, subsequent to the certification date of the Survey, new
matters of survey are discovered (in each of the foregoing instances, other than Permitted
Exceptions) (any such new matter being hereinafter referred to as "New Title Matter"), then City
may raise objections to such New Title Matter(s) by delivering written notice thereof to Park Site
Owner on or before the date that is the earlier of: (a)five(5)days after City's receipt of the updated
Title Commitment or Survey(as applicable);or(b)the Closing Date. If City fails to timely deliver
to Park Site Owner an objection notice regarding any New Title Matter(s), then City shall have
waived its right to object to such New Title Matter(s), and such New Title Matter(s) shall be a
Permitted Exception(s). However, if City timely delivers to Park Site Owner an objection notice
regarding any New Title Matter(s), then Park Site Owner shall have the right (but not the
obligation) to deliver to City, within five (5) days after receipt of such objection notice (the"Title
Response Period"), written notice as to whether or not Park Site Owner will cure or remove such
New Title Matter(s) at or prior to Closing (the"Cure Notice"). If Park Site Owner fails to timely
deliver a Cure Notice to City, or timely deliver a Cure Notice to City but refuse to cure or remove
all New Title Matters set forth in an objection notice, then City shall have the right, at City's sole
option, to either (y) accept title to the Park Site in its then existing condition and proceed with
Closing, in which event all such New Title Matters that Park Site Owner has not agreed to cure or
remove shall be deemed Permitted Exceptions; or (z) terminate this Agreement by written notice
to Park Site Owner, in which case the parties hereto will have no further rights or obligations
hereunder except those which expressly survive the termination of this Agreement. If Park Site
Owner timely delivers a Cure Notice,then it may, at its sole option and upon written notice to City
delivered at least five (5) days prior to the then-scheduled Closing Date, extend the Closing for a
period of up to one hundred twenty (120) days to permit Park Site Owner to cure or remove any
such New Title Matter(s) that Park Site Owner elected to cure or remove in such Cure Notice.
Notwithstanding any provision in this Section 2.3 to the contrary, to the extent City's objection
notice with respect to any New Title Matter involves any mechanic's lien(s) arising from or related
to Park Site Owner's or Development Site Owner's use of the Park Site or construction of the Park
Improvements, Park Site Owner shall cure or remove such New Title Matter(s) at or prior to
Closing.
Section 3. Park Site Owner's Representations and Warranties. Park Site Owner
hereby represents and warrants to City as follows:
3.1 Due Execution and Performance. This Agreement has been duly executed
and delivered by Park Site Owner and constitutes the legal, valid and binding obligation of Park
Site Owner enforceable in accordance with its terms. The Park Deed (as hereinafter defined) and
all other documents, instruments and agreements required to be delivered by Park Site Owner
pursuant to this Agreement will be, when executed and delivered, duly executed and delivered by
Park Site Owner and constitute the legal, valid and binding obligations of Park Site Owner
enforceable in accordance with their respective terms. Subject to Section 6 below, neither the
execution, delivery or performance of this Agreement or any document, instrument or agreement
required to be delivered by Park Site Owner pursuant hereto, nor the consummation of the
transactions contemplated hereby, is prohibited by, or requires Park Site Owner to obtain the
consent, approval or authorization of, or notice to or filing or registration with, any person, public
authority, court or any other entity having jurisdiction over Park Site Owner or the Park Site.
3.2 Binding Agreements. The execution and delivery by Park Site Owner of
this Agreement and the performance by Park Site Owner of Park Site Owner's obligations
hereunder do not and will not conflict with, or result in a breach of or a default or violation under,
any contract, agreement or arrangement to which Park Site Owner is a party or any statute, decree,
judgment,regulation, order or rule of any governmental authority or court having jurisdiction over
Park Site Owner or the Park Site.
3.3 Mechanic's Liens. At Closing there will not be any unpaid bills for labor,
services or work performed or rendered upon the Park Site or for materials or supplies furnished
or delivered to the Park Site that could result in the filing of mechanics',materialmen's or laborers'
liens upon the Park Site.
3.4 Litigation. Except as disclosed in the Title Commitment, there are no suits
or proceedings pending or, to Park Site Owner's knowledge, threatened in writing against or
concerning Park Site Owner which would prohibit Park Site Owner from conveying the Park Site
to City or which could result in a lien being recorded against the Park Site after Closing.
3.5 Sales Taxes. Except as disclosed in the Title Commitment,Park Site Owner
has paid all sales taxes due with respect to the Park Site and the rents or other revenue therefrom,
if any.
3.6 Hazardous Substances. Other than as disclosed by the Developer Site
Assessments and/or the City Environmental Assessments (each as defined in the Development
Agreement), Park Site Owner has no knowledge of(i) any Hazardous Substance present on or
within the Park Site; (ii) any present or past generation, recycling, reuse, sale, storage, handling,
transport and/or disposal of any Hazardous Substance on or within the Park Site; or(iii) any failure
to comply with any applicable governmental, environmental laws, regulations, ordinances or
orders relating to the generation,recycling,reuse, sale, storage,handling,transport and/or disposal
of any Hazardous Substance.
3.7 Contracts. There are no Contracts in effect with respect to the Park Site that
will be binding upon City as of Closing.
3.8 Leases. There are no Leases in effect with respect to the Park Site that will
be binding upon City or the Park Site as of Closing.
3.9 Statements and Information and Park Site Owner. All representations and
warranties of Park Site Owner set forth in this Section 3 are, and on and as of the Closing Date
will be, correct in every material respect but shall not survive Closing.
Section 4. City's Representations and Warranties. City hereby represents and warrants
to Park Site Owner as follows:
4.1 Standing of City. City has full power and authority to execute, deliver and
perform this Agreement and consummate the transactions contemplated hereby.
4.2 Due Execution and Performance. Upon satisfaction of the condition
specified in Section 6.2 below, this Agreement will have been duly authorized, executed and
delivered by City and constitute the legal, valid and binding obligations of City enforceable in
accordance with its terms.
Section 5. Covenants.
5.1 Covenants of Park Site Owner. Park Site Owner hereby covenants with
City as follows:
(a) Compliance. Prior to Closing, Park Site Owner will continue to
comply with all Contracts, Leases, authorizations, approvals and legal requirements applicable to
the Park Site. Park Site Owner will not enter into any Contracts or Leases with respect to the Park
Site that will be binding upon City after Closing without the prior written consent of City.
(b) Property. Other than as contemplated under the Development
Agreement and the Temporary Construction and Access Easement, Park Site Owner will not
perform or allow the performance of any construction on the Park Site.
(c) Cooperation. Park Site Owner will cooperate with City in good faith
in connection with City's performance of any environmental investigations, examinations and
inspections of the Park Site, subject to the terms, conditions and limitations concerning such
investigations, examinations and inspections contained in the Development Agreement.
5.2 Covenants of City. City will continue to comply with all contracts,
authorizations, approvals and legal requirements applicable to the City Parcel. City Owner will
not enter into any contracts or leases with respect to the City Parcel that will be binding upon
Development Site Owner after Closing without the prior written consent of Development Site
Owner. City shall not encumber title the City Parcel, it being understood and agreed that the only
exceptions to title with respect to the City Parcel shall be the 6th Street Easement Agreement and
the Covenant in Lieu of Unity of Title.
Section 6. Conditions Precedent to Closing. The obligations of City to close on the
acquisition of the Park Site pursuant to this Agreement are conditioned upon the fulfillment of
each of the conditions contemplated by this Section 6 on or before the Closing Date:
6.1 Correctness of Representations and Warranties. Each of the representations
and warranties of Park Site Owner set forth herein shall have been true and complete in all material
respects when made and on the Closing Date as if made at and as of that time.
6.2 Vacation Resolution. City shall have adopted the Vacation Resolution.
6.3 Absence of Adverse Change. Intentionally Deleted.
6.4 Commission Approval; Execution and Delivery. The City Commission
shall have approved this Agreement and the transaction contemplated hereby and City shall have
caused this Agreement to be executed and delivered to Park Site Owner.
Section 7. Closing; Post Closing Obligations.
7.1 Closing. Closing shall be held at the offices of the attorneys for City,
Holland &Knight LLP, located at 701 Brickell Avenue, Miami, Florida 33131.
7.2 Closing Expenses.
(a) At Closing, Park Site Owner shall pay or cause to be paid the cost
of the Title Commitment, the cost of recording the Park Deed and the City Parcel Deed (as
hereinafter defined), any corrective instruments related to the Park Site, all documentary stamp
taxes and surtax on the Park Deed and the City Parcel Deed, and the cost of the Survey. [OPEN-
PAYMENT OF PARK SITE TITLE INSURANCE;,PREMIUM]
(b) Each party will pay its own attorneys' fees and fees owed to its
consultants or agents.
7.3 Delivery of Documents by Park Site Owner. At Closing, in addition to any
other documents specifically required to be delivered or acts required to be done pursuant to this
Agreement and under Paragraph 9 of the Development Agreement, Park Site Owner will deliver
to the Title Agent the following:
(a) a special warranty deed conveying to City title to the Park Site (the
"Park Deed"), subject to the Permitted Exceptions.
(b) a mechanic's lien affidavit, to the Title Company and Title Agent,
in form acceptable to the Title Company to delete the standard exception relating to such liens in
City's Title Policy;
(c) an affidavit, to the Title Company and Title Agent,that there are no
unrecorded easements and that Park Site Owner has exclusive possession of the Park Site, in form
acceptable to the Title Company and Title Agent to delete the standard exceptions relating to such
matters in City's Title Policy;
(d) a gap affidavit and indemnification agreement acceptable to the
Title Company and Title Agent for purposes of deleting the "gap" from City's Title Policy;
(e) a certificate of Park Site Owner, dated as of the Closing Date,
certifying that the representations and warranties of Park Site Owner contained in this Agreement
are true as of the Closing Date;
(f) appropriate evidence of Park Site Owner's corporate or partnership
existence and authority to sell and convey the Park Site, as required by the Title Company and
Title Agent in order to issue the Title Policy;
(g) a non-foreign certificate and other documentation to meet the
non-withholding requirements under FIRPTA and any other federal statute or regulations;
(h) evidence that all real estate taxes and assessments attributable to the
Park Site which are due and owing through the Closing Date have been paid in full; and
(i) such other items as may be reasonably necessary or required to
complete the Closing contemplated by this Agreement.
7.4 Delivery of Documents by City. At Closing, in addition to any other
documents specifically required to be delivered or acts required to be done pursuant to this
Agreement and under Paragraph 9 of the Development Agreement, City will deliver to the Title
Agent the following:
(a) a quitclaim deed conveying to Development Site Owner title to the
City Parcel, subject only to the 6th Street Easement Agreement and the Covenant in Lieu of Unity
of Title (the"City Parcel Deed");
(b) an affidavit, to the Title Company and Title Agent, in a form
satisfactory to delete all standard exceptions to any title insurance policy to be obtained by
Development Site Owner with respect to the City Parcel;
(c) appropriate evidence of City's existence and authority to sell and
convey the City Parcel, as required by the Title Company and Title Agent in order to issue a title
insurance policy to Development Site Owner; and
(d) such other items as may be reasonably necessary or required to
complete the Closing contemplated by this Agreement.
7.5 Property Revenues and Obligations. All revenue from the Park Site
attributable to periods prior to the Closing shall belong solely to Park Site Owner. All expenses
of the Park Site attributable to periods prior to the Closing shall be paid solely by Park Site Owner.
Park Site Owner shall pay or cause to be paid all ad valorem real estate taxes and assessments due
and owing that are attributable to the Park Site for all periods prior to Closing.
7.6 Execution and Delivery of Closing Statement. At Closing, in addition to
any other documents required to be executed and delivered in counterparts by both parties, Park
Site Owner and City will execute and deliver to each other closing statements accounting for sums
adjusted or disbursed at Closing.
Section 8. Brokers. Each party represents and warrants to the other that it has not
consulted, dealt or negotiated with any real estate broker, finder, salesman or agent to whom a
commission or other compensation is or could be due in connection with the exchange of the City
Parcel and Park Site by Park Site Owner and City or any other matter associated with this
Agreement. Each party hereby agrees to hold harmless the other from any costs, liabilities or
expenses, including reasonable costs and attorneys' fees incurred in trial, appellate or post-
judgment proceedings, related to or arising out of any breach of the representations, warranties
and agreements set forth in this Section 8. Anything to the contrary notwithstanding, the
representations,warranties and agreements of this Section 8 will survive closing of the transactions
which are the subject of this Agreement and the delivery of the deeds of conveyance, or any earlier
termination of this Agreement.
Section 9. Default.
9.1 City's Default. It shall be a default by City under this Agreement,if(a) City
shall fail to observe or perform any term, covenant or condition of this Agreement on City's part
to be observed or performed and City shall fail to cure or remedy the same within thirty(30) days
of City's receipt of written notice from Park Site Owner with respect to monetary defaults or within
sixty (60) days of City's receipt of written notice from Park Site Owner with respect to non-
monetary defaults (provided, however, if such non-monetary default is susceptible to cure but
cannot reasonably be cured within said sixty(60) day period, then City shall not be in default of
this Agreement so long as City commences such cure within such initial sixty(60) day period and
diligently and in good faith pursues such cure to completion), or (b) City shall fail to observe or
perform any term, covenant or condition of the Development Agreement on City's part to be
observed or performed and City fails to cure or remedy the same within the applicable notice and
cure periods set forth therein. Notwithstanding the foregoing, there shall be no notice and cure
period with respect to City's failure to comply with its obligations under Sections 7.4 and 7_6
above. In the event City defaults hereunder and such default is not cured within any applicable
notice and cure period, then the Park Site Owner's sole and exclusive remedy shall be to: (a)
terminate this Agreement; or (b) commence an action for specific performance to compel City to
comply with the terms of this Agreement to the extent permitted by applicable law.
9.2 Park Site Owner's Default. It shall be a default by Park Site Owner under
this Agreement, if (a) Park Site Owner shall fail to observe or perform any term, covenant or
condition of this Agreement on Park Site Owner's part to be observed or performed and Park Site
Owner shall fail to cure or remedy the same within thirty (30) days of Park Site Owner's receipt
of written notice from City with respect to monetary defaults or within sixty(60) days of Park Site
Owner's receipt of written notice from City with respect to non-monetary defaults (provided,
however,if such non-monetary default is susceptible to cure but cannot reasonably be cured within
said sixty(60) day period, then Park Site Owner shall not be in default of this Agreement so long
as Park Site Owner commences such cure within such initial sixty (60) day period and diligently
and in good faith pursues such cure to completion), or (b) Park Site Owner or Development Site
Owner shall fail to observe or perform any term, covenant or condition of the Development
Agreement on Park Site Owner's or Development Site Owner's part to be observed or performed
and Park Site Owner or Development Site Owner shall fail to cure or remedy the same within the
applicable cure periods set forth therein. Notwithstanding the foregoing, there shall be no notice
and cure period with respect to Park Site Owner's failure to comply with its obligations under
Sections 7.3 and 7.6 above. In the event Park Site Owner defaults hereunder and such default is
not cured within any applicable notice and cure period, then the City's sole and exclusive remedy
under this Agreement shall be to: (a) terminate this Agreement; or (b) commence an action for
specific performance to compel Park Site Owner to comply with the terms of this Agreement to
the extent permitted by applicable law.
Section 10. Miscellaneous.
10.1 Governing Laws, Construction and Litigation. ,This Agreement shall be
governed and construed in accordance with the laws of the State of Florida, both substantive and
remedial, without regard to principles of conflict of laws. Park Site Owner and City agree that
Miami-Dade County, Florida is the appropriate and exclusive state court venue, and that the U.S.
District Court, Southern Division of Florida is the appropriate and exclusive federal court venue,
in connection with any litigation between the parties with respect to this Agreement. All of the
parties to this Agreement have participated fully in the negotiation and preparation hereof; and
accordingly, this Agreement shall not be more strictly construed against any of the parties hereto.
In construing this Agreement, captions and section and paragraph headings shall be disregarded
and the use of any gender shall include every other and all genders. All of the exhibits referenced
in this Agreement are incorporated in, and made a part of, this Agreement. In the event of any
litigation between the parties under this Agreement for a breach thereof, the prevailing party shall
be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. BY
ENTERING INTO THIS AGREEMENT CITY AND PARK SITE OWNER EXPRESSLY
WAIVE ANY RIGHTS EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO
ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. The
terms of this Section 10.1 shall survive the Closing or earlier termination of this Agreement.
10.2 Notices. All notices required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized
overnight courier(such as Federal Express)or mailed by certified or registered mail,return receipt
requested, in a postage prepaid envelope, and addressed as follows:
To City:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Manager
Copy to:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Attorney
Holland &Knight LLP
701 Brickell Avenue
Miami, Florida 33131
Attn: Joseph G. Goldstein
To Park Site Owner:
2200 Biscayne Boulevard
Miami, Florida 33137
Attn: David Smith
Copy to:
c/o Crescent Heights
2200 Biscayne Boulevard
Miami, Florida 33137
Attn: Michael Sheitelman
Bercow Radell Fernandez & Larkin
200 S. Biscayne Boulevard
Miami, Florida 33131
Attn: Michael W. Larkin
Notices personally delivered or sent by overnight courier shall be deemed given on the date
of delivery and notices mailed in accordance with the foregoing shall be deemed given three (3)
days after deposit in the U.S. mail. The terms of this Section 10.2 shall survive the Closing or
earlier termination of this Agreement.
10.3 Severability. In the event any term or provision of this Agreement be
determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall
be given its nearest legal meaning or construed as deleted as such authority determines, and the
remainder of this Agreement shall be construed to be in full force and effect. To the extent of any
conflict between the terms and conditions of this Agreement and the terms and conditions of the
Development Agreement, the terms and conditions of the Development Agreement shall govern.
10.4 Successors and Assigns. This Agreement shall be binding upon and
enforceable by and against the parties hereto, their personal representatives, heirs, successors,
grantees and assigns. The terms and conditions of Paragraph 43 of the Development Agreement
shall apply with respect to Park Site Owner's right to assign or transfer this Agreement.
10.5 Entire Agreement. This Agreement, together with the documents
referenced herein, including, without limitation, the Development Agreement, constitutes the
entire agreement and understanding among the parties with respect to the subject matter hereof,
and there are no other agreements, representations or warranties other than as set forth herein.
Neither party shall be bound by any agreement, condition, warranty nor representation other than
as expressly stated in this Agreement. This Agreement may not be changed, altered or modified
except by an instrument in writing signed by both parties hereto, subject to the requirements for
the amendment of development agreements in the Florida Local Government Development
Agreement Act.
10.6 Survival. Except as otherwise expressly provided in this Agreement, the
terms,conditions and provisions contained herein shall not survive the Closing and shall be merged
into the respective deeds.
10.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which will constitute the same
instrument.
10.8 Further Assurances. In addition to the obligations required to be performed
under this Agreement by the parties hereto at the Closing, each such party agrees to perform such
other acts, and to execute, acknowledge and deliver subsequent to the Closing such other
instruments, documents and other materials, as the other party may reasonably request in order to
effectuate the consummation of the transactions contemplated herein. The provisions of this
Section 10.8 shall survive Closing.
10.9 No Partnership. This Agreement does not and shall not be construed to
create a partnership, joint venture or any other relationship between the parties except the
relationship of seller and purchaser.
10.10 Strict Performance;Waiver. No failure by City or Park Site Owner to insist
upon strict performance of any covenant, agreement, term or condition of this Agreement or to
exercise any right or remedy available to such party by reason of the other party's default or an
event of default hereunder shall constitute a waiver of any such default, event of default or of such
other covenant, agreement, term or condition hereunder.
10.11 Termination. Notwithstanding anything to the contrary contained herein,if
any party hereto terminates the Development Agreement in accordance with its terms, then this
Agreement shall automatically terminate as of the same date, in which case the parties hereto will
have no further rights or obligations hereunder except those which expressly survive the
termination of this Agreement.
[The remainder of page intentionally left blank]
[Signatures appear on next pages]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date(s)hereinafter set forth.
PARK SITE OWNER:
SOUTH BEACH HEIGHTS I,LLC, a
Delaware limited liability company
By:
Name:
Its:
KGM EQUITIES,LLC, a Delaware
limited liability company
By:
Name:
Its:
[The remainder of page intentionally left blank]
[Signatures continue on next page]
[Signature page to City/Alton PSA]
CITY:
CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation of the State of Florida
By:
, Mayor
ATTEST:
By: SEAL]
, City Clerk
Date:
[Signature page to City/Alton PSA]
EXHIBITS
A - LEGAL DESCRIPTION OF CITY PARCEL
B-1 - LEGAL DESCRIPTION OF PARK SITE
B-2 - LEGAL DESCRIPTION OF DEVELOPMENT SITE
C - PERMITTED EXCEPTIONS
EXHIBIT"N"-VACATION RESOLUTION
60
EXHIBIT"O"-6TH STREET EASEMENT AGREEMENT
61
This instrument was prepared by:
Name: Raul J. Aguila, City Attorney.
Address: City of Miami Beach
1700 Convention Center Drive,4U'Floor
Miami Beach,Florida 33139
EASEMENT AGREEMENT
(6t''Street Easement)
THIS EASEMENT AGREEMENT(the"Agreement"), is made this day of
,201 , by ,having an address of 2200 Biscayne Boulevard,Miami,
Florida 33137 (the "Owner") in favor of the City of Miami Beach, a Florida municipal corporation (the
"City").
WITNESSETH:
'WHEREAS, the Owner holds fee simple title to that certain real property more specifically
described on Exhibit"A" attached hereto and incorporated herein by this reference(the"Property");
'WHEREAS, the real property more specifically described on Exhibit "B" attached hereto and
incorporated herein by this reference(the"Easement Area")is contained within the Property; and
WHEREAS, the Owner seeks to grant a perpetual non-exclusive easement in, upon, under and
through the Easement Area in favor of the City for the"Easement Purposes"(as hereinafter defined).
NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
intending to be legally bound hereby agree as follows:
1. Recitals. The above recitals are true and correct and by this reference are hereby incorporated
into the body of this Agreement as if fully set forth herein.
2. Grant of Easement. Subject to the rights reserved herein, the Owner hereby grants to the
City a perpetual,non-exclusive and irrevocable easement in,upon,under and through the Easement Area for
the purposes of(a)constructing,installing,operating,using,maintaining,repairing and replacing landscaping,
sidewalks,street lighting,traffic or directional signage,underground utilities,drainage, roadways and related
infrastructure with respect to each of the foregoing (the "Improvements") within the Easement Area, (b)
granting to any parties providing utilities services the right to use and occupy the Easement Area for and in
connection with the providing of any such utilities,and(c)unrestricted ingress and egress by the general public
for pedestrian and vehicular travel over and across the Easement Area(collectively,the"Easement Purposes").
The term "utilities" shall include, but not be limited to, water, sewer, stormwater, electrical, gas,
telecommunications, telephone and cable. Notwithstanding anything to the contrary contained in this
Agreement, and in addition to the rights reserved elsewhere herein,the Owner hereby specifically reserves the
right to construct, install, operate, use, maintain, repair and replace: (y) a pedestrian pathway bridge not less
than fifteen(15)feet above the surface of the Easement Area;and(z)improvements related to such pedestrian
pathway bridge within or above the Easement Area.
PAGE 2
3. Construction in Easement Area.
A. If the City elects to construct and/or install any Improvements within the Easement
Area, the City hereby acknowledges and agrees that: (a) all fees, costs and expenses associated with the
Improvements(including,without limitation,the design,permitting,construction,installation,operation,use,
maintenance,repair and replacement thereof)shall be paid in full by the City; (b)the design and construction
of all Improvements shall be performed and completed by the City(i)in a good and workmanlike manner,
(ii) free from liens and defects, and (iii) in full compliance with all laws, rules, regulations, ordinances,
codes and other requirements of governmental and quasi-governmental authorities having jurisdiction; and
(c)upon final completion of the Improvements,the City shall(i)remove all debris,equipment and materials
from the Easement Area, (ii)fill, compact, grade and otherwise restore the Easement Area to substantially
the same condition as existed prior to commencement of the Improvements,including harmonizing the soil
levels within the Easement Area and the lands adjacent thereto, and (iii) keep and maintain the
Improvements (and all parts and components thereof) in good condition, repair and working order at all
times.
B. If the Owner elects to construct and/or install any infrastructure or other
improvements within or above the Easement Area (the "Owner Improvements"), the Owner hereby
acknowledges and agrees that: (a) all fees, costs and expenses associated with the Owner Improvements
(including, without limitation, the design, permitting, construction,installation,operation,use,maintenance,
repair and replacement thereof) shall be paid in full by the Owner; (b) the design and construction of all
Owner Improvements shall be performed and completed by the Owner (i) in a good and workmanlike
manner, (ii) free from liens and defects, and (iii) in full compliance with all laws, rules, regulations,
ordinances, codes and other requirements of governmental and quasi-governmental authorities having
jurisdiction; and (c) upon final completion of the Owner Improvements, the Owner shall (i) remove all
debris, equipment and materials from the Easement Area, (ii)fill,compact, grade and otherwise restore the
Easement Area to substantially the same condition as existed prior to commencement of the Owner
Improvements, including harmonizing the soil levels within the Easement Area and the lands adjacent
thereto, and (iii) keep and maintain the Owner Improvements (and all parts and components thereof) in
good condition,repair and working order at all times.
4. Miscellaneous.
4.1 This Agreement shall be governed by, enforced and construed under the laws of
the State of Florida. Venue for all actions,litigation and/or other proceedings arising out of this Agreement
shall be exclusively in Miami-Dade County,Florida. The parties hereby knowingly and voluntarily waive
the right to a trial by jury of any claim, controversy or disputed matter between them arising under, out of
or in connection with this Agreement. The prevailing party in any action, litigation or other proceeding
that is based on any claim, controversy or other disputed matter arising under,out of or in connection with
this Agreement shall recover from the non-prevailing party all fees,costs and expenses(including,without
limitation, reasonable attorneys' fees and costs through all trial, appellate and post judgment levels and
proceedings)incurred by the prevailing party in such action, litigation or other proceeding.
4.2 The parties hereby acknowledge and agree that each has had an opportunity to be
represented by or consult with independent legal counsel and that any rule of construction which provides
that ambiguities are to be construed against the drafter shall not apply in the interpretation or construction
of this Agreement. If any term,provision or portion of this Agreement is for any reason held to be invalid,
illegal or unenforceable by a court of competent jurisdiction, then such term, provision or portion of this
Agreement shall be given it nearest valid,legal and enforceable meaning,or construed as deleted,whichever
such court may determine,and the same shall not invalidate the remaining terms,provisions and/or portions
PAGE 3
of this Agreement, which remaining terms, provisions and portions of this Agreement will remain in full
force and effect.
4.3 This Agreement includes all exhibits attached hereto. This Agreement, together
with all such exhibits, contains the entire agreement and understanding between the parties relating to the
subject matter of this Agreement, and all prior or contemporaneous terms, covenants, conditions,
representations,warranties,statements,agreements and understandings made by or on behalf of the parties,
whether oral or written, are merged herein.
4.4 This Agreement may not be amended, modified or terminated except by a written
instrument executed by the Owner and the City through its Public Works Director, or his designee, or the
successor administrative officer with jurisdiction over the matter, and which is recorded in the Public
Records of Miami-Dade County,Florida. This Agreement shall inure to the benefit of and shall be binding
upon the parties and their respective successors and assigns.
4.5 The failure of any party to insist in any one or more instances upon strict
performance of any term, covenant,condition or other provision of this Agreement will not be construed as
a waiver or relinquishment of the future enforcement of such term, covenant, condition or other provision
of this Agreement.
4.6 Wherever appropriate in this Agreement, the singular shall be deemed to refer to
the plural and the plural to the singular,and pronouns of each gender shall be deemed to comprehend either
or both of the other genders. The section and paragraph headings in this Agreement are for convenience
only and shall not affect the meaning, interpretation or scope of the terms or provisions set forth therein.
4.7 This Agreement may be executed in multiple counterparts, each of which
individually shall be deemed an original,but when taken together shall be deemed to be one and the same
Agreement.
4.8 This Agreement shall never be construed as a conveyance in any manner
whatsoever of fee simple title to any portion of the Property or the Easement Area; it being intended by the
parties that this Agreement conveys only an easement interest with respect to the Easement Area for the
specific uses and purposes set forth herein.
4.9 All of the rights, easements and interests herein created and granted are and shall be
limited to and utilized solely for the uses and purposes expressly set forth herein. Notwithstanding anything
to the contrary contained in this Agreement, the Owner hereby expressly reserves the right to use and grant
others the right to use any and all portions of the Property owned by it(including,without limitation,any and all
portions of the Easement Area)so long as such use by the Owner and/or others does not damage any of the
Improvements installed by the City under this Agreement or interfere in any material respects with the
exercise by the City of the rights granted to the City herein.
4.10 This Agreement and the rights, easements and interests herein created and granted
shall only become effective upon the recordation of this Agreement in the Public Records of Miami-Dade
County. This Agreement and the rights,easements and interests herein created and granted shall run with the
land, and shall be binding on all persons holding title to said lands.
5. Notice. All notices, demands, requests or other communications which may be or are
required to be given, served, or sent by either the Owner or the City pursuant to this Agreement shall be in.
writing and addressed as follows:
PAGE 4
If to Owner:
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: David Smith
With a copy to:
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: Michael Sheitelman
If to the City: City of Miami Beach
Attn: City Manager
1700 Convention Center Drive,4th Floor
Miami Beach,Florida 33139
With copies to: City of Miami Beach
Attn: Public Works Director
1700 Convention Center Drive, 4th Floor
Miami Beach,Florida 33139
Each party may designate by notice in writing a new address to which any notice, demand, request or
communication may thereafter be so given, served or sent.
6. Solely to the extent and limits permitted by Section 768.28 of the Florida Statutes, and
without waiving any rights or defenses therein, the City shall indemnify, defend and hold the Owner
harmless from and against all claims, demands, causes of action, suits, losses, damages, liabilities, liens,
judgments,fees,costs,expenses and other charges(including,without limitation,reasonable attorneys'fees
and costs through all trial,appellate and post judgment levels and proceedings)(collectively,the"Claims")
commenced, incurred and/or paid by or against any of the Owner to the extent the Claims arise from: (a)
the willful misconduct or negligent use of the Easement Area by the City or any successor, assign and/or
grantee thereof expressly approved by the City Commission; (b) the design, construction, installation,
operation, use, maintenance, repair and/or replacement of, or the failure to properly design, construct,
install, operate,use,maintain,repair and/or replace, any Improvements by the City or any successor, assign
and/or grantee thereof expressly approved by the City Commission;and(c)any default,breach or violation
of any term,covenant,condition or provision of this Agreement by the City or any successor,assign and/or
grantee thereof expressly approved by the City Commission. Notwithstanding anything to the contrary
contained in this Agreement: (y) nothing in this Agreement shall impair, limit or prohibit any rights or
remedies the Owner has against any person or entity using or occupying the Easement Area under,through
or as an assignee or grantee of the City; and(z)the obligation of the City to indemnify,defend and hold the
Owner hamiless as set forth herein shall not apply to the extent any such Claims arise from the negligence
or willful misconduct of the Owner or any successor, assign and/or grantee thereof
7. The Owner shall indemnify,defend and hold the City harmless from and against all Claims
commenced, incurred and/or paid by or against the City to the extent the Claims arise from the design,
construction, installation, operation, use, maintenance, repair and/or replacement of, or the failure to
properly design, construct, install,operate,use,maintain,repair and/or replace,any Owner Improvements by
the Owner. Notwithstanding anything to the contrary contained in this Agreement, the obligation of the
Owner to indemnify, defend and hold the City harmless as set forth herein shall not apply to the extent any
such Claims arise from the negligence or willful misconduct of the City or any successor, assign and/or
grantee thereof
APPROVED
Public Works Director Date
APPROVED AS TO
FORM&LANGUAGE
City Attorney Date
[EXECUTION PAGES TO FOLLOW]
IN WITNESS WHEREOF, the Owner has caused these presents to be signed, sealed executed and
acknowledged on day of ,20 ,in its name by its proper officials.
Print Name: By:
Name:
Title:
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 201_ by
, as of ,on
behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No., if any
Exhibit A
Legal Description of Property
PAGE 8
Exhibit B
Legal Description of Easement Area
EXHIBIT"P"—FUTURE PEDESTRIAN PATHWAY PARCEL
[Final descriptions for Easement Areas to be updated based on the final Project Zoning
Approval and Park Zoning Approval, as applicable.]
62
EXHIBIT"Q"-FUTURE PEDESTRIAN PATHWAY PARCEL EASEMENT AGREEMENT
63
This instrument was prepared by:
Name: Raul J. Aguila, City Attorney.
Address: City of Miami Beach
1700 Convention Center Drive, 4th Floor
Miami Beach,Florida 33139
EASEMENT AGREEMENT
(Pedestrian Pathway—500 Block)
THIS EASEMENT AGREEMENT(the"Agreement"), is made this day of
,201 , by ,having an address of 2200 Biscayne Boulevard,Miami,
Florida 33137 (the "Owner") in favor of the City of Miami Beach, a Florida municipal corporation (the
"City").
WITNESSETH:
WHEREAS, the Owner holds fee simple title to that certain real property more specifically
described on Exhibit"A" attached hereto and incorporated herein by this reference(the"Property");
WHEREAS, the real property more specifically described on Exhibit "B" attached hereto and
incorporated herein by this reference(the"Easement Area")is contained within the Property; and
WHEREAS, the Owner seeks to grant a perpetual non-exclusive easement upon, over and across
the Easement Area in favor of the City for the"Easement Purpose"(as hereinafter defined).
NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
intending to be legally bound hereby agree as follows:
1. Recitals. The above recitals are true and correct and by this reference are hereby incorporated
into the body of this Agreement as if fully set forth herein.
2. Grant of Easement. Subject to the rights reserved herein, the Owner hereby grants to the
City a perpetual, non-exclusive and irrevocable easement upon, over and across the Easement Area for the
purpose of unrestricted ingress and egress by the general public for pedestrian travel (the "Easement
Purpose");provided,however, and notwithstanding anything to the contrary contained in this Agreement,
the Owner reserves the right to install gates, barricades and other security measures within the Easement
Area to prohibit the Easement Purpose with respect to that portion of the Easement Area generally located
east of the "Pedestrian Bridge Platform" (as hereinafter defined) and as more specifically described on
Exhibit "C" attached hereto and incorporated herein by this reference during the hours of 11:00 P.M.
through sunrise on every day of the week.
3. Pedestrian Bridge Platform. The Owner and the City hereby acknowledge and agree that:
(a)the City intends (but is not obligated)to design and construct at its sole cost and expense a pedestrian
bridge over and across West Avenue and 5th Street (such pedestrian bridge, together with all related
improvements, are referred to herein collectively as the "Pedestrian Bridge"); (b) the eastern end of the
PAGE 2
Pedestrian Bridge is to connect to that portion of the Easement Area more particularly described on Exhibit
"C" attached hereto and incorporated herein by this reference (the "Pedestrian Bridge Platform"); and
(c) subject to the rights reserved herein,the Owner hereby grants to the City a perpetual,non-exclusive and
irrevocable right to connect and attach the Pedestrian Bridge to the Pedestrian Bridge Platform, subject to
the Owner's prior review and written approval (which approval shall not be unreasonably withheld,
conditioned or delayed) of the Pedestrian Bridge and the methods of its connection and attachment to the
Pedestrian Bridge Platform. If the City elects to construct the Pedestrian Bridge and connect and attach the
same to the Pedestrian Bridge Platform,the City hereby acknowledges and agrees that:(x)all fees,costs and
expenses associated with the Pedestrian Bridge and its connection and attachment to the Pedestrian Bridge
Platform (including, without limitation, the design, permitting, construction, installation, operation, use,
maintenance,repair and replacement thereof)shall be paid in full by the City; (y)the design and construction
of the Pedestrian Bridge and its connection and attachment to the Pedestrian Bridge Platform shall be
performed and completed by the City(i)in a good and workmanlike manner,(ii)free from liens and defects,
and (iii) in full compliance with all laws, rules, regulations, ordinances, codes and other requirements of
governmental and quasi-governmental authorities having jurisdiction; and(z)upon final completion of the
Pedestrian Bridge and its connection and attachment to the Pedestrian Bridge Platform, the City shall (i)
remove all debris,equipment and materials from the Easement Area, (ii)fill, compact,grade and otherwise
restore the Easement Area to substantially the same condition as existed prior to commencement of such
work, including harmonizing the soil levels within the Easement Area and the lands adjacent thereto, and
(iii) keep and maintain Pedestrian Bridge and its connection and attachment to the Pedestrian Bridge
Platform(and all parts and components thereof) in good condition, repair and working order at all times.
Notwithstanding anything to the contrary contained in this Agreement,except for the Pedestrian Bridge and
the parts and components related to its connection and attachment to the Pedestrian Bridge Platform, the
Owner shall be solely responsible for keeping and maintaining the Pedestrian Bridge Platform in good
condition,repair and working order.
4. Miscellaneous.
4.1 This Agreement shall be governed by, enforced and construed under the laws of
the State of Florida. Venue for all actions,litigation and/or other proceedings arising out of this Agreement
shall be exclusively in Miami-Dade County,Florida. The parties hereby knowingly and voluntarily waive
the right to a trial by jury of any claim, controversy or disputed matter between them arising under, out of
or in connection with this Agreement. The prevailing party in any action, litigation or other proceeding
that is based on any claim, controversy or other disputed matter arising under, out of or in connection with
this Agreement shall recover from the non-prevailing party all fees,costs and expenses(including,without
limitation, reasonable attorneys' fees and costs through all trial, appellate and post judgment levels and
proceedings)incurred by the prevailing party in such action, litigation or other proceeding.
4.2 The parties hereby acknowledge and agree that each has had an opportunity to be
represented by or consult with independent legal counsel and that any rule of construction which provides
that ambiguities are to be construed against the drafter shall not apply in the interpretation or construction
of this Agreement. If any term,provision or portion of this Agreement is for any reason held to be invalid,
illegal or unenforceable by a court of competent jurisdiction, then such term, provision or portion of this
Agreement shall be given it nearest valid,legal and enforceable meaning,or construed as deleted,whichever
such court may determine,and the same shall not invalidate the remaining terms,provisions and/or portions
of this Agreement, which remaining terms, provisions and portions of this Agreement will remain in full
force and effect.
4.3 This Agreement includes all exhibits attached hereto. This Agreement, together
with all such exhibits, contains the entire agreement and understanding between the parties relating to the
subject matter of this Agreement, and all prior or contemporaneous terms, covenants, conditions,
PAGE 3
•
representations,warranties,statements,agreements and understandings made by or on behalf of the parties,
whether oral or written, are merged herein.
4.4 This Agreement may not be amended,modified or terminated except by a written
instrument executed by the Owner and the City through its Public Works Director, or his designee, or the
successor administrative officer with jurisdiction over the matter, and which is recorded in the Public
Records of Miami-Dade County,Florida. This Agreement shall inure to the benefit of and shall be binding
upon the parties and their respective successors and assigns.
4.5 The failure of any party to insist in any one or more instances upon strict
performance of any term,covenant, condition or other provision of this Agreement will not be construed as
a waiver or relinquishment of the future enforcement of such term, covenant, condition or other provision
of this Agreement.
4.6 Wherever appropriate in this Agreement, the singular shall be deemed to refer to
the plural and the plural to the singular,and pronouns of each gender shall be deemed to comprehend either
or both of the other genders. The section and paragraph headings in this Agreement are for convenience
only and shall not affect the meaning, interpretation or scope of the terms or provisions set forth therein.
4.7 This Agreement may be executed in multiple counterparts, each of which
individually shall be deemed an original,but when taken together shall be deemed to be one and the same
Agreement.
4.8 This Agreement shall never be construed as a conveyance in any manner
whatsoever of fee simple title to any portion of the Property or the Easement Area; it being intended by the
parties that this Agreement conveys only an easement interest with respect to the Easement Area for the
specific uses and purposes set forth herein.
4.9 All of the rights, easements and interests herein created and granted are and shall be
limited to and utilized solely for the uses and purposes expressly set forth herein. Notwithstanding anything
to the contrary contained in this Agreement, the Owner hereby expressly reserves the right to use and grant
others the right to use any and all portions of the Property owned by it(including,without limitation,any and all
portions of the Easement Area) so long as such use by the Owner and/or others does not prohibit the City
from engaging in the Easement Purpose granted to it under this Agreement.
4.10 This Agreement and the rights, easements and interests herein created and granted
shall only become effective upon the recordation of this Agreement in the Public Records of Miami-Dade
County. This Agreement and the rights,easements and interests herein created and granted shall run with the
land,and shall be binding on all persons holding title to said lands.
5. Notice. All notices, demands, requests or other communications which may be or are
required to be given, served, or sent by either the Owner or the City pursuant to this Agreement shall be in
writing and addressed as follows:
If to Owner:
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: David Smith
With a copy to:
2200 Biscayne Boulevard
PAGE 4
Miami,Florida 33137
Attn: Michael Sheitelman
If to the City: City of Miami Beach
Attn: City Manager
1700 Convention Center Drive,4th Floor
Miami Beach,Florida 33139
With copies to: City of Miami Beach
Attn: Public Works Director
1700 Convention Center Drive, 4th Floor
Miami Beach,Florida 33139
Each party may designate by notice in writing a new address to which any notice, demand,request
or communication may thereafter be so given, served or sent.
6. Solely to the extent and limits permitted by Section 768.28 of the Florida Statutes, and
without waiving any rights or defenses therein, the City shall indemnify, defend and hold the Owner
harmless from and against all claims, demands, causes of action, suits, losses, damages, liabilities, liens,
judgments,fees,costs,expenses and other charges(including,without limitation,reasonable attorneys'fees
and costs through all trial,appellate and post judgment levels and proceedings)(collectively,the"Claims")
commenced, incurred and/or paid by or against any of the Owner to the extent the Claims arise from: (a)
the willful misconduct or negligent use of the Easement Area by the City or any successor, assign and/or
grantee thereof expressly approved by the City Commission; (b) the design, construction, installation,
operation, use, maintenance, repair and/or replacement of, or the failure to properly design, construct,
install,operate,use,maintain,repair and/or replace,the Pedestrian Bridge by the City or any successor,assign
and/or grantee thereof expressly approved by the City Commission; and(c)any default,breach or violation
of any term,covenant,condition or provision of this Agreement by the City or any successor, assign and/or
grantee thereof expressly approved by the City Commission. Notwithstanding anything to the contrary
contained in this Agreement: (y) nothing in this Agreement shall impair, limit or prohibit any rights or
remedies the Owner has against any person or entity using or occupying the Easement Area under,through
or as an assignee or grantee of the City; and(z)the obligation of the City to indemnify,defend and hold the
Owner harmless as set forth herein shall not apply to the extent any such Claims arise from the negligence
or willful misconduct of the Owner or any successor,assign and/or grantee thereof.
7. The Owner shall indemnify,defend and hold the City harmless from and against all Claims
commenced, incurred and/or paid by or against the City to the extent the Claims arise from the design,
construction, installation, operation, use, maintenance, repair and/or replacement of, or the failure to
properly design,construct,install,operate,use,maintain,repair and/or replace,the Pedestrian Bridge Platform
by the Owner. Notwithstanding anything to the contrary contained in this Agreement,the obligation of the
Owner to indemnify, defend and hold the City harmless as set forth herein shall not apply to the extent any
such Claims arise from the negligence or willful misconduct of the City or any successor, assign and/or
grantee thereof.
APPROVED
Public Works Director Date
APPROVED AS TO
FORM&LANGUAGE
City Attorney Date
[EXECUTION PAGES TO FOLLOW]
IN WITNESS WHEREOF, the Owner has caused these presents to be signed, sealed executed and
acknowledged on day of ,20 ,in its name by its proper officials.
Print Name: By:
Name:
Title:
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 201_ by
, as of ,on
behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No.,if any
Exhibit A
Legal Description of Property
PAGE 8
Exhibit B
Legal Description of Easement Area
EXHIBIT"R"-FIFTH STREET EASEMENT AGREEMENT
64
This instrument was prepared by:
Name: Raul J.Aguila, City Attorney.
Address: City of Miami Beach
1700 Convention Center Drive,4t'Floor
Miami Beach,Florida 33139
EASEMENT AGREEMENT
(5t'Street Easement)
THIS EASEMENT AGREEMENT(the"Agreement"), is made this day of
,201 , by ,having an address of 2200 Biscayne Boulevard,Miami,
Florida 33137 (the "Owner") in favor of the City of Miami Beach, a Florida municipal corporation (the
"City").
WITNES SETH:
WHEREAS, the Owner holds fee simple title to that certain real property more specifically
described on Exhibit"A" attached hereto and incorporated herein by this reference(the"Property");
WHEREAS, the real property more specifically described on Exhibit "B" attached hereto and
incorporated herein by this reference(the"Easement Area")is contained within the Property; and
WHEREAS, the Owner seeks to grant a perpetual non-exclusive easement in, upon, under and
through the Easement Area in favor of the City for the"Easement Purposes"(as hereinafter defined).
NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
intending to be legally bound hereby agree as follows:
1. Recitals. The above recitals are true and correct and by this reference are hereby incorporated
into the body of this Agreement as if fully set forth herein.
2. Grant of Easement. Subject to the rights reserved herein, the Owner hereby grants to the
City a perpetual,non-exclusive and irrevocable easement in,upon,under and through the Easement Area for
the purposes of(a)constructing,installing,operating,using,maintaining,repairing and replacing landscaping,
sidewalks,street lighting,traffic or directional signage,underground utilities,drainage, roadways and related
infrastructure with respect to each of the foregoing (the "Improvements") within the Easement Area, (b)
granting to any parties providing utilities services the right to use and occupy the Easement Area for and in
connection with the providing of any such utilities,and(c)unrestricted ingress and egress by the general public
for pedestrian and vehicular travel over and across the Easement Area(collectively,the"Easement Purposes").
The term"utilities" shall mean water, sewer, stormwater, electrical, gas, telecommunications, telephone and
cable.
3. Construction in Easement Area.
PAGE 2
A. If the City elects to construct and/or install any Improvements within the Easement
Area, the City hereby acknowledges and agrees that: (a) all fees, costs and expenses associated with the
Improvements(including,without limitation,the design,permitting,construction,installation,operation,use,
maintenance,repair and replacement thereof)shall be paid in full by the City; (b)the design and construction
of all Improvements shall be performed and completed by the City(i)in a good and workmanlike manner,
(ii) free from liens and defects, and (iii) in full compliance with all laws, rules, regulations, ordinances,
codes and other requirements of governmental and quasi-governmental authorities having jurisdiction; and
(c)upon final completion of the Improvements,the City shall(i)remove all debris,equipment and materials
from the Easement Area, (ii) fill, compact, grade and otherwise restore the Easement Area to substantially
the same condition as existed prior to commencement of the Improvements,including harmonizing the soil '
levels within the Easement Area and the lands adjacent thereto, and (iii) keep and maintain the
Improvements (and all parts and components thereof) in good condition, repair and working order at all
times.
B. If the Owner elects to construct and/or install any infrastructure or related
improvements within the Easement Area(the"Owner Improvements"),the Owner hereby acknowledges
and agrees that:(a)all fees,costs and expenses associated with the Owner Improvements(including,without
limitation, the design, permitting, construction, installation, operation, use, maintenance, repair and
replacement thereof) shall be paid in full by the Owner; (b) the design and construction of all Owner
Improvements shall be performed and completed by the Owner(i)in a good and workmanlike manner, (ii)
free from liens and defects, and(iii) in full compliance with all laws,rules, regulations, ordinances, codes
and other requirements of governmental and quasi-governmental authorities having jurisdiction; and (c)
upon final completion of the Owner Improvements,the Owner shall (i) remove all debris, equipment and
materials from the Easement Area, (ii) fill, compact, grade and otherwise restore the Easement Area to
substantially the same condition as existed prior to commencement of the Owner Improvements,including
harmonizing the soil levels within the Easement Area and the lands adjacent thereto, and (iii) keep and
maintain the Owner Improvements (and all parts and components thereof) in good condition, repair and
working order at all times.
4. Miscellaneous.
4.1 This Agreement shall be governed by, enforced and construed under the laws of
the State of Florida. Venue for all actions,litigation and/or other proceedings arising out of this Agreement
shall be exclusively in Miami-Dade County,Florida. The parties hereby knowingly and voluntarily waive
the right to a trial by jury of any claim, controversy or disputed matter between them arising under, out of
or in connection with this Agreement. The prevailing party in any action, litigation or other proceeding
that is based on any claim, controversy or other disputed matter arising under, out of or in connection with
this Agreement shall recover from the non-prevailing party all fees, costs and expenses(including,without
limitation, reasonable attorneys' fees and costs through all trial, appellate and post judgment levels and
proceedings)incurred by the prevailing party in such action, litigation or other proceeding.
4.2 The parties hereby acknowledge and agree that each has had an opportunity to be
represented by or consult with independent legal counsel and that any rule of construction which provides
that ambiguities are to be construed against the drafter shall not apply in the interpretation or construction
of this Agreement. If any term,provision or portion of this Agreement is for any reason held to be invalid,
illegal or unenforceable by a court of competent jurisdiction, then such term, provision or portion of this
Agreement shall be given it nearest valid,legal and enforceable meaning,or construed as deleted,whichever
such court may determine,and the same shall not invalidate the remaining terms,provisions and/or portions
of this Agreement, which remaining terms, provisions and portions of this Agreement will remain in full
force and effect.
PAGE 3
4.3 This Agreement includes all exhibits attached hereto. This Agreement, together
with all such exhibits, contains the entire agreement and understanding between the parties relating to the
subject matter of this Agreement, and all prior or contemporaneous terms, covenants, conditions,
representations,warranties,statements,agreements and understandings made by or on behalf of the parties,
whether oral or written, are merged herein.
4.4 This Agreement may not be amended,modified or terminated except by a written
instrument executed by the Owner and the City through its Public Works Director, or his designee, or the
successor administrative officer with jurisdiction over the matter, and which is recorded in the Public
Records of Miami-Dade County,Florida. This Agreement shall inure to the benefit of and shall be binding
upon the parties and their respective successors and assigns.
4.5 The failure of any party to insist in any one or more instances upon strict
performance of any term, covenant, condition or other provision of this Agreement will not be construed as
a waiver or relinquishment of the future enforcement of such term, covenant, condition or other provision
of this Agreement.
4.6 Wherever appropriate in this Agreement, the singular shall be deemed to refer to
the plural and the plural to the singular,and pronouns of each gender shall be deemed to comprehend either
or both of the other genders. The section and paragraph headings in this Agreement are for convenience
only and shall not affect the meaning,interpretation or scope of the terms or provisions set forth therein.
4.7 This Agreement may be executed in multiple counterparts, each of which
individually shall be deemed an original,but when taken together shall be deemed to be one and the same
Agreement.
4.8 This Agreement shall never be construed as a conveyance in any manner
whatsoever of fee simple title to any portion of the Property or the Easement Area; it being intended by the
parties that this Agreement conveys only an easement interest with respect to the Easement Area for the
specific uses and purposes set forth herein.
4.9 All of the rights, easements and interests herein created and granted are and shall be
limited to and utilized solely for the uses and purposes expressly set forth herein. Notwithstanding anything
to the contrary contained in this Agreement, the Owner hereby expressly reserves the right to use and grant
others the right to use any and all portions of the Property owned by it(including,without limitation,any and all
portions of the Easement Area)so long as such use by the Owner and/or others does not damage any of the
Improvements installed by the City under this Agreement or interfere in any material respects with the
exercise by the City of the rights granted to the City herein.
4.10 This Agreement and the rights, easements and interests herein created and granted
shall only become effective upon the recordation of this Agreement in the Public Records of Miami-Dade
County. This Agreement and the rights,easements and interests herein created and granted shall run with the
land,and shall be binding on all persons holding title to said lands.
5. Notice. All notices, demands, requests or other communications which may be or are
required to be given, served, or sent by either the Owner or the City pursuant to this Agreement shall be in
writing and addressed as follows:
If to Owner:
2200 Biscayne Boulevard
Miami,Florida 33137
PAGE 4
Attn: David Smith
With a copy to:
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: Michael Sheitelman
If to the City: City of Miami Beach
Attn: City Manager
1700 Convention Center Drive, 4th Floor
Miami Beach,Florida 33139
With copies to: City of Miami Beach
Attn: Public Works Director
1700 Convention Center Drive, 4th Floor
Miami Beach,Florida 33139
Each party may designate by notice in writing a new address to which any notice, demand,request
or communication may thereafter be so given, served or sent.
6. Solely to the extent and limits permitted by Section 768.28 of the Florida Statutes, and
without waiving any rights or defenses therein, the City shall indemnify, defend and hold the Owner
harmless from and against all claims, demands, causes of action, suits, losses, damages, liabilities, liens,
judgments,fees,costs,expenses and other charges(including,without limitation,reasonable attorneys' fees
and costs through all trial,appellate and post judgment levels and proceedings)(collectively,the"Claims")
commenced, incurred and/or paid by or against any of the Owner to the extent the Claims arise from: (a)
the willful misconduct or negligent use of the Easement Area by the City or any successor, assign and/or
grantee thereof expressly approved by the City Commission; (b) the design, construction, installation,
operation, use, maintenance, repair and/or replacement of, or the failure to properly design, construct,
install,operate,use, maintain,repair and/or replace, any Improvements by the City or any successor, assign
and/or grantee thereof expressly approved by the City Commission; and(c)any default,breach or violation
of any term,covenant,condition or provision of this Agreement by the City or any successor, assign and/or
grantee thereof expressly approved by the City Commission. Notwithstanding anything to the contrary
contained in this Agreement: (y) nothing in this Agreement shall impair, limit or prohibit any rights or
remedies the Owner has against any person or entity using or occupying the Easement Area under,through
or as an assignee or grantee of the City; and(z)the obligation of the City to indemnify,defend and hold the
Owner harmless as set forth herein shall not apply to the extent any such Claims arise from the negligence
or willful misconduct of the Owner or any successor, assign and/or grantee thereof.
7. The Owner shall indemnify,defend and hold the City harmless from and against all Claims
commenced, incurred and/or paid by or against the City to the extent the Claims arise from the design,
construction, installation, operation, use, maintenance, repair and/or replacement of, or the failure to
properly design, construct,install,operate,use,maintain,repair and/or replace,any Owner Improvements by
the Owner. Notwithstanding anything to the contrary contained in this Agreement, the obligation of the
Owner to indemnify,defend and hold the City harmless as set forth herein shall not apply to the extent any
such Claims arise from the negligence or willful misconduct of the City or any successor, assign and/or
grantee thereof.
APPROVED
Public Works Director Date
APPROVED AS TO
FORM&LANGUAGE
City Attorney Date
[EXECUTION PAGES TO FOLLOW]
IN WITNESS WHEREOF, the Owner has caused these presents to be signed, sealed executed and
acknowledged on day of ,20_,in its name by its proper officials.
Print Name: By:
Name:
Title:
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 201_ by
, as of ,on
behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No., if any
Exhibit A
Legal Description of Property
PAGE 8
Exhibit B
Legal Description of Easement Area
EXHIBIT"S"—WEST AVENUE SIDEWALK EASEMENT
[Final descriptions for Easement Area to be updated based on the final Project Zoning
Approval]
65
EXHIBIT"T"-WEST AVENUE SIDEWALK EASEMENT AGREEMENT
A
66
This instrument was prepared by:
Name: Raul J. Aguila, City Attorney.
Address: City of Miami Beach
1700 Convention Center Drive, 4th Floor
Miami Beach,Florida 33139
EASEMENT AGREEMENT
(West Avenue Sidewalk Easement)
THIS EASEMENT AGREEMENT(the"Agreement"), is made this day of
,201 , by ,having an address of 2200 Biscayne Boulevard,Miami,
Florida 33137 (the "Owner") in favor of the City of Miami Beach, a Florida municipal corporation (the
"City").
WITNES SETH:
WHEREAS, the Owner holds fee simple title to that certain real property more specifically
described on Exhibit"A" attached hereto and incorporated herein by this reference(the"Property");
WHEREAS, the Owner and the City of Miami Beach(the "City") have entered into that certain
Development Agreement, dated as of , 201 (the"Development Agreement"); and
WHEREAS, the real property more specifically described on Exhibit "B" attached hereto and
incorporated herein by this reference(the"Easement Area")is contained within the Property; and
WHEREAS, the Owner seeks to grant a perpetual non-exclusive easement upon, over and across
the Easement Area in favor of the City for the"Easement Purpose"(as hereinafter defined).
NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
intending to be legally bound hereby agree as follows:
1. Recitals. The above recitals are true and correct and by this reference are hereby incorporated
into the body of this Agreement as if fully set forth herein.
2. Grant of Easement. Subject to the rights reserved herein, the Owner hereby grants to the
City a perpetual,non-exclusive and irrevocable easement in,upon,under and through the Easement Area for
the purposes of(a) constructing, installing, operating, using, maintaining, repairing and replacing a public
sidewalk for pedestrian and bicycle travel (the "Improvements") within the Easement Area, and (b)
unrestricted ingress and egress by the general public for pedestrian and bicycle travel over and across the
Easement Area(collectively,the"Easement Purposes").
3. Construction in Easement Area.
A. If the City elects to construct and/or install any Improvements within the Easement
Area following the Owner's completion of construction on the Property in accordance with the terms of the
PAGE 2
Development Agreement, the City hereby acknowledges and agrees that: (a) all fees, costs and expenses
associated with the Improvements (including, without limitation, the design, permitting, construction,
installation, operation,use,maintenance,repair and replacement thereof)shall be paid in full by the City; (b)
the design and construction of all Improvements shall be performed and completed by the City(i)in a good
and workmanlike manner, (ii) free from liens and defects, and(iii) in full compliance with all laws, rules,
regulations,ordinances,codes and other requirements of governmental and quasi-governmental authorities
having jurisdiction; and(c)upon final completion of the Improvements,the City shall(i)remove all debris,
equipment and materials from the Easement Area, (ii) fill, compact, grade and otherwise restore the
Easement Area to substantially the same condition as existed prior to commencement of the Improvements,
including harmonizing the soil levels within the Easement Area and the lands adjacent thereto, and (iii)
keep and maintain the Improvements (and all parts and components thereof) in good condition,repair and
working order at all times.
B. If the Owner constructs and/or installs any infrastructure or other improvements
within or above the Easement Area (the "Owner Improvements"), the Owner hereby acknowledges and
agrees that: (a) all fees, costs and expenses associated with the Owner Improvements (including, without
limitation, the design, permitting, construction, installation, operation, use, maintenance, repair and
replacement thereof) shall be paid in full by the Owner; (b) the design and construction of all Owner
Improvements shall be performed and completed by the Owner(i)in a good and workmanlike manner, (ii)
free from liens and defects, and(iii)in full compliance with all laws,rules, regulations, ordinances, codes
and other requirements of governmental and quasi-governmental authorities having jurisdiction; and (c)
upon final completion of the Owner Improvements,the Owner shall (i) remove all debris, equipment and
materials from the Easement Area, (ii) fill, compact, grade and otherwise restore the Easement Area to
substantially the same condition as existed prior to commencement of the Owner Improvements,including
harmonizing the soil levels within the Easement Area and the lands adjacent thereto, and (iii) keep and
maintain the Owner Improvements (and all parts and components thereof) in good condition, repair and
working order at all times.
4. Miscellaneous.
4.1 This Agreement shall be governed by, enforced and construed under the laws of
the State of Florida. Venue for all actions,litigation and/or other proceedings arising out of this Agreement
shall be exclusively in Miami-Dade County,Florida. The parties hereby knowingly and voluntarily waive
the right to a trial by jury of any claim, controversy or disputed matter between them arising under, out of
or in connection with this Agreement. The prevailing party in any action, litigation or other proceeding
that is based on any claim, controversy or other disputed matter arising under, out of or in connection with
this Agreement shall recover from the non-prevailing party all fees, costs and expenses(including,without
limitation, reasonable attorneys' fees and costs through all trial, appellate and post judgment levels and
proceedings)incurred by the prevailing party in such action, litigation or other proceeding.
4.2 The parties hereby acknowledge and agree that each has had an opportunity to be
represented by or consult with independent legal counsel and that any rule of construction which provides
that ambiguities are to be construed against the drafter shall not apply in the interpretation or construction
of this Agreement. If any term,provision or portion of this Agreement is for any reason held to be invalid,
illegal or unenforceable by a court of competent jurisdiction, then such term, provision or portion of this
Agreement shall be given it nearest valid,legal and enforceable meaning,or construed as deleted,whichever
such court may determine,and the same shall not invalidate the remaining terms,provisions and/or portions
of this Agreement, which remaining terms, provisions and portions of this Agreement will remain in full
force and effect.
PAGE 3
4.3 This Agreement includes all exhibits attached hereto. This Agreement, together
with all such exhibits, contains the entire agreement and understanding between the parties relating to the
subject matter of this Agreement, and all prior or contemporaneous terms, covenants, conditions,
representations,warranties,statements,agreements and understandings made by or on behalf of the parties,
whether oral or written, are merged herein.
4.4 This Agreement may not be amended, modified or terminated except by a written
instrument executed by the Owner and the City through its Public Works Director, or his designee, or the
successor administrative officer with jurisdiction over the matter, and which is recorded in the Public
Records of Miami-Dade County,Florida. This Agreement shall inure to the benefit of and shall be binding
upon the parties and their respective successors and assigns.
4.5 The failure of any party to insist in any one or more instances upon strict
performance of any term, covenant, condition or other provision of this Agreement will not be construed as
a waiver or relinquishment of the future enforcement of such term, covenant, condition or other provision
of this Agreement.
4.6 Wherever appropriate in this Agreement, the singular shall be deemed to refer to
the plural and the plural to the singular,and pronouns of each gender shall be deemed to comprehend either
or both of the other genders. The section and paragraph headings in this Agreement are for convenience
only and shall not affect the meaning,interpretation or scope of the terms or provisions set forth therein.
4.7 This Agreement may be executed in multiple counterparts, each of which
individually shall be deemed an original,but when taken together shall be deemed to be one and the same
Agreement.
4.8 This Agreement shall never be construed as a conveyance in any manner
whatsoever of fee simple title to any portion of the Property or the Easement Area; it being intended by the
parties that this Agreement conveys only an easement interest with respect to the Easement Area for the
specific uses and purposes set forth herein.
4.9 All of the rights, easements and interests herein created and granted are and shall be
limited to and utilized solely for the uses and purposes expressly set forth herein. Notwithstanding anything
to the contrary contained in this Agreement, the Owner hereby expressly reserves the right to use and grant
others the right to use any and all portions of the Property owned by it(including,without limitation,any and all
portions of the Easement Area) so long as such use by the Owner and/or others does not prohibit the City
from engaging in the Easement Purpose granted to it under this Agreement.
4.10 This Agreement and the rights, easements and interests herein created and granted
shall only become effective upon the recordation of this Agreement in the Public Records of Miami-Dade
County. This Agreement and the rights,easements and interests herein created and granted shall run with the
land,and shall be binding on all persons holding title to said lands.
5. Notice. All notices, demands, requests or other communications which may be or are
required to be given, served, or sent by either the Owner or the City pursuant to this Agreement shall be in
writing and addressedas follows:
If to Owner:
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: David Smith
PAGE 4
With a copy to:
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: Michael Sheitelman
If to the City: City of Miami Beach
Attn: City Manager
1700 Convention Center Drive,4th Floor
Miami Beach,Florida 33139
With copies to: City of Miami Beach
Attn: Public Works Director
1700 Convention Center Drive, 4th Floor
Miami Beach,Florida 33139
Each party may designate by notice in writing a new address to which any notice,demand,request
or communication may thereafter be so given, served or sent.
6. Solely to the extent and limits permitted by Section 768.28 of the Florida Statutes, and
without waiving any rights or defenses therein, the City shall indemnify, defend and hold the Owner
harmless from and against all claims, demands, causes of action, suits, losses, damages, liabilities, liens,
judgments,fees,costs,expenses and other charges(including,without limitation,reasonable attorneys' fees
and costs through all trial,appellate and post judgment levels and proceedings)(collectively,the"Claims")
commenced, incurred and/or paid by or against any of the Owner to the extent the Claims arise from: (a)
the willful misconduct or negligent use of the Easement Area by the City or any successor, assign and/or
grantee thereof expressly approved by the City Commission; (b) the design, construction, installation,
operation, use, maintenance, repair and/or replacement of, or the failure to properly design, construct,
install,operate,use,maintain,repair and/or replace, any Improvements by the City or any successor, assign
and/or grantee thereof expressly approved by the City Commission; and(c)any default,breach or violation
of any term,covenant,condition or provision of this Agreement by the City or any successor,assign and/or
grantee thereof expressly approved by the City Commission. Notwithstanding anything to the contrary
contained in this Agreement: (y) nothing in this Agreement shall impair, limit or prohibit any rights or
remedies the Owner has against any person or entity using or occupying the Easement Area under,through
or as an assignee or grantee of the City; and(z)the obligation of the City to indemnify,defend and hold the
Owner harmless as set forth herein shall not apply to the extent any such Claims arise from the negligence
or willful misconduct of the Owner or any successor, assign and/or grantee thereof.
7. The Owner shall indemnify,defend and hold the City harmless from and against all Claims
commenced, incurred and/or paid by or against the City to the extent the Claims arise from the design,
construction, installation, operation, use, maintenance, repair and/or replacement of, or the failure to
properly design, construct,install,operate,use,maintain,repair and/or replace,any Owner Improvements by
the Owner. Notwithstanding anything to the contrary contained in this Agreement, the obligation of the
Owner to indemnify, defend and hold the City harmless as set forth herein shall not apply to the extent any
such Claims arise from the negligence or willful misconduct of the City or any successor, assign and/or
grantee thereof.
APPROVED
Public Works Director Date
APPROVED AS TO
FORM&LANGUAGE
City Attorney Date
[EXECUTION PAGES TO FOLLOW]
IN WITNESS WHEREOF, the Owner has caused these presents to be signed, sealed executed and
acknowledged on day of ,20 , in its name by its proper officials.
Print Name: By:
Name:
Title:
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 201 by
, as of ,on
behalf of the company. He is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No., if any
Exhibit A
Legal Description of Property
PAGE 8
Exhibit B
Legal Description of Easement Area
EXHIBIT"U"-
TERMINATION OF GRANT OF EASEMENT AND AGREEMENT FOR STORM WATER AND
TRANSPORTATION IMPROVEMENTS
67
This instrument was prepared by:
Name: Raul J. Aguila, City Attorney.
Address: City of Miami Beach
1700 Convention Center Drive,4th Floor
Miami Beach,Florida 33139
TERMINATION OF GRANT OF EASEMENT AND AGREEMENT FOR STORM WATER AND
TRANSPORTATION IMPROVEMENTS
THIS TERMINATION OF GRANT OF EASEMENT AND AGREEMENT FOR STORM WATER
AND TRANSPORTATION IMPROVEMENTS (the "Termination") is made and entered into as of the
day of ,201_,by and between 500 ALTON ROAD VENTURES,
LLC,a Delaware limited liability company,having an address of 2200 Biscayne Boulevard,Miami,Florida
33137 ("500 Alton"), and the CITY OF MIAMI BEACH, a municipal corporation duly organized and
existing under the laws of the State of Florida,having an address at 1700 Convention Center Drive,Miami
Beach,Florida 33139 (the"City").
RECITALS
A. 500 Alton and the City are parties to that certain Grant of Easement and Agreement for
Storm Water and Transportation Improvements dated October 29, 2013 and recorded August 22, 2014 in
Official Records Book 29281, Page 1097 of the Public Records of Miami-Dade County, Florida (the
"Easement Agreement").
B. 500 Alton and the City were negotiating an amendment and restatement of the Easement
Agreement entitled "Amended And Restated Grant Of Easement And Agreement For Storm Water And
Transportation Improvements" to be executed by and among 500 Alton, 1220 SIXTH, LLC, a Delaware
limited liability, SOUTH BEACH HEIGHTS I, LLC, a Delaware limited liability company, KGM
EQUITIES, LLC, a Delaware limited liability company, and ALTON ROAD DEVELOPMENT, LLC, a
Delaware limited liability company, which amendment and restatement of the Easement Agreement was
never fmalized or executed(the"Proposed Easement").
C. 500 Alton and the City seek to terminate and extinguish the Easement Agreement, and to
terminate and extinguish the negotiations of the Proposed Easement, in their entirety by the recordation of
this Termination.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
intending to be legally bound hereby agree as follows:
1. Recitals.The above recitals are true and correct and by this reference are hereby incorporated
into the body of this Termination as if fully set forth herein.
2. Termination and Discharge of Easement Agreement.
A. 500 Alton and the City hereby terminate and extinguish the Easement Agreement
in its entirety and discharge the same from Public Record, and from and after the date on which this
Termination is recorded in the Public Records of Miami-Dade County, Florida: (a) all of the rights,
easements,licenses and interests created and granted in and by the Easement Agreement shall be terminated,
extinguished,released,vacated, discharged and of no further force or effect; (b)the parties to the Easement
Agreement shall be fully released and discharged from the Easement Agreement and all rights, obligations
and liabilities thereunder as though the same had never existed; and (c) the property encumbered by the
Easement Agreement shall be fully released and discharged from the Easement Agreement and all
easements, licenses and interests created and granted therein and thereby as though the same had never
existed.
B. 500 Alton and the City hereby acknowledge and agree that (a) the Proposed
Easement was never finalized or executed, and (b) all prior representations, discussions, negotiations,
understandings and agreements with respect to the Proposed Agreement are hereby terminated and
extinguished, and from and after the date on which this Termination is recorded in the Public Records of
Miami-Dade County, Florida, all such representations, discussions, negotiations, understandings and
agreements shall be of no further force or effect.
3. Miscellaneous.
3.1 This Termination shall be governed by, enforced and construed under the laws of
the State of Florida. Venue for all actions, litigation and/or other proceedings arising out of this
Teuuination shall be exclusively in Miami-Dade County, Florida. The parties hereby knowingly and
voluntarily waive the right to a trial by jury of any claim, controversy or disputed matter between them.
The prevailing party in any action,litigation or other proceeding that is based on any claim, controversy or
other disputed matter arising under, out of or in connection with this Termination shall recover from the
non-prevailing party all fees, costs and expenses (including, without limitation, reasonable attorneys' fees
and costs through all trial, appellate and post judgment levels and proceedings) incurred by the prevailing
party in such action, litigation or other proceeding. No party to this Termination shall be entitled to any
pre judgment interest.
3.2 The parties hereby acknowledge and agree that each has had an opportunity to be
represented by or consult with independent legal counsel and that any rule of construction which provides
that ambiguities are to be construed against the drafter shall not apply in the interpretation or construction
of this Termination. If any term, provision or portion of this Termination is for any reason held to be
invalid, illegal or unenforceable by a court of competent jurisdiction,then such term,provision or portion
of this Termination shall be given it nearest valid, legal and enforceable meaning, or construed as deleted,
whichever such court may determine, and the same shall not invalidate the remaining terms, provisions
and/or portions of this Termination, which remaining terms, provisions and portions of this Termination
will remain in full force and effect.
3.3 This Termination, together with all such exhibits, contains the entire agreement
and understanding between the parties relating to the subject matter of this Termination, and all prior or
contemporaneous terms, covenants, conditions, representations, warranties, statements, agreements and
understandings made by or on behalf of the parties,whether oral or written, are merged herein.
3.4 This Termination may not be amended,modified,or terminated except by a written
instrument executed by the party or parties against whom enforcement is sought and which is recorded in
the Public Records of Miami-Dade County, Florida. This Termination shall inure to the benefit of and
2
shall be binding upon the parties and their respective successors and assigns.
3.5 Wherever appropriate in this Termination,the singular shall be deemed to refer to
the plural and the plural to the singular,and pronouns of each gender shall be deemed to comprehend either
or both of the other genders. The section and paragraph headings in this Termination are for convenience
only and shall not affect the meaning, interpretation or scope of the terms or provisions set forth therein.
3.6 This Termination may be executed in multiple counterparts, each of which
individually shall be deemed an original,but when taken together shall be deemed to be one and the same
Termination.
[signatures follow on next page]
3
IN WITNESS WHEREOF,the parties hereto have duly executed this Termination as of the date and
year first set forth above.
WITNESSES: 500 ALTON:
500 ALTON ROAD VENTURES, LLC, a
Delaware limited liability company
By:
Print Name Name:
Title:
Print Name
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 201_, by
, as of 500 ALTON ROAD
VENTURES,LLC,a Delaware limited liability company,a Delaware limited liability company,on behalf of
such limited liability company, who is personally known to me or has produced a
driver's license as identification.
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
[signatures and notary acknowledgments continue on next page]
IN WITNESS WHEREOF,the parties hereto have duly executed this Termination as of the date and
year first set forth above.
WITNESSES: THE CITY
CITY OF MIAMI BEACH, a Florida municipal
corporation
Attest:
By:
City Clerk Name:
Title:
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 201_, by
, as of the City of Miami Beach, a Florida
municipal corporation on behalf of such municipal corporation,who is personally known to me or has produced
a driver's license as identification.
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
City Attorney Date
EXHIBIT"V"—FLORIDIAN PARKING EASEMENT
[Final descriptions for Easement Area to be updated based on the final Project Zoning
Approval and Park Zoning Approval, as applicable.]
68
EXHIBIT"W"-FLORIDIAN PARKING EASEMENT AGREEMENT
69
EXHIBIT"W"- FLORIDIAN PARKING EASEMENT AGREEMENT
70
This instrument was prepared by:
Name: Raul J.Aguila, City Attorney.
Address: City of Miami Beach
1700 Convention Center Drive, 4th Floor
Miami Beach,Florida 33139
EASEMENT AGREEMENT
(Floridian Parking Lot Access Easement)
THIS EASEMENT AGREEMENT(the"Agreement"), is made this day of
, 201 , by and between , having an address of 2200 Biscayne
Boulevard, Miami, Florida 33137 (the "Owner"), and the City of Miami Beach, a Florida municipal
corporation(the"City").
WITNES SETH:
WHEREAS, the Owner holds fee simple title to that certain real property more specifically
described on Exhibit"A" attached hereto and incorporated herein by this reference(the"Property");
WHEREAS, the real property more specifically described on Exhibit "B" attached hereto and
incorporated herein by this reference(the"Parking Lot Easement Area")is contained within the Property;
WHEREAS,the City holds fee simple title to that certain real property more specifically described
on Exhibit"C" attached hereto and incorporated herein by this reference(the"Access Easement Area");
WHEREAS, the Owner seeks to grant a perpetual non-exclusive easement upon, over and across
the Parking Lot Easement Area in favor of the City for the "City Easement Purpose" (as hereinafter
defined), and the City seeks to grant a perpetual non-exclusive easement upon, over and across the Access
Easement Area in favor of the Owner for the"Owner Easement Purpose"(as hereinafter defined), .
NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
intending to be legally bound hereby agree as follows:
1. Recitals. The above recitals are true and correct and by this reference are hereby incorporated
into the body of this Agreement as if fully set forth herein.
2. Grant of Easement.
(a) Subject to the rights reserved herein, the Owner hereby grants to the City a
perpetual,non-exclusive and irrevocable easement upon, over and across the Parking Lot Easement Area for
the purpose of accessing the real property more specifically described on Exhibit"D" attached hereto and
incorporated herein by this reference (the "Park Property") to install, maintain, repair and replace grass,
plantings and other landscaping within the Park Property(the"City Easement Purpose").
PAGE 2
(b) Subject to the rights reserved herein, the City hereby grants to the Owner a
perpetual,non-exclusive and irrevocable easement upon, over and across the Access Easement Area for the
purposes of pedestrian and vehicular ingress and egress to and from the Parking Lot Easement Area and West
Avenue, together with the right to design, permit, construct,install, operate,use,maintain,repair and replace
a driveway and related improvements (the"Improvements")within the Access Easement Area(the"Owner
Easement Purpose").
3. Construction in Easement Area. If the Owner elects to construct and/or install any
Improvements within the Access Easement Area, the Owner hereby acknowledges and agrees that: (a) all
fees, costs and expenses associated with the Improvements (including, without limitation, the design,
permitting,construction,installation,operation,use,maintenance,repair and replacement thereof)shall be paid
in full by the Owner; (b)the design and construction of all Improvements shall be performed and completed
by the Owner (i) in a good and workmanlike manner, (ii) free from liens and defects, and (iii) in full
compliance with all laws,rules,regulations,ordinances,codes and other requirements of governmental and
quasi-governmental authorities having jurisdiction; and(c)upon final completion of the Improvements,the
Owner shall (i) remove all debris, equipment and materials from the Access Easement Area, (ii) fill,
compact, grade and otherwise restore the Access Easement Area to substantially the same condition as
existed prior to commencement of the Improvements, including harmonizing the soil levels within the
Access Easement Area and the lands adjacent thereto,and(iii)keep and maintain the Improvements(and all
parts and components thereof)in good condition,repair and working order at all times.
4. Miscellaneous.
4.1 This Agreement shall be governed by, enforced and construed under the laws of
the State of Florida. Venue for all actions,litigation and/or other proceedings arising out of this Agreement
shall be exclusively in Miami-Dade County,Florida. The parties hereby knowingly and voluntarily waive
the right to a trial by jury of any claim, controversy or disputed matter between them arising under, out of
or in connection with this Agreement. The prevailing party in any action, litigation or other proceeding
that is based on any claim, controversy or other disputed matter arising under, out of or in connection with
this Agreement shall recover from the non-prevailing party all fees,costs and expenses(including,without
limitation, reasonable attorneys' fees and costs through all trial, appellate and post judgment levels and
proceedings) incurred by the prevailing party in such action, litigation or other proceeding.
4.2 The parties hereby acknowledge and agree that each has had an opportunity to be
represented by or consult with independent legal counsel and that any rule of construction which provides
that ambiguities are to be construed against the drafter shall not apply in the interpretation or construction
of this Agreement. If any term,provision or portion of this Agreement is for any reason held to be invalid,
illegal or unenforceable by a court of competent jurisdiction, then such term, provision or portion of this
Agreement shall be given it nearest valid,legal and enforceable meaning,or construed as deleted,whichever
such court may determine,and the same shall not invalidate the remaining terms,provisions and/or portions
of this Agreement, which remaining terms, provisions and portions of this Agreement will remain in full
•
force and effect.
4.3 This Agreement includes all exhibits attached hereto. This Agreement, together
with all such exhibits, contains the entire agreement and understanding between the parties relating to the
subject matter of this Agreement, and all prior or contemporaneous terms, covenants, conditions,
representations,warranties,statements,agreements and understandings made by or on behalf of the parties,
whether oral or written, are merged herein.
4.4 This Agreement may not be amended,modified or terminated except by a written
instrument executed by the Owner and the City through its Public Works Director, or his designee, or the
PAGE 3
successor administrative officer with jurisdiction over the matter, and which is recorded in the Public
Records of Miami-Dade County,Florida. This Agreement shall inure to the benefit of and shall be binding
upon the parties and their respective successors and assigns. •
4.5 The failure of any party to insist in any one or more instances upon strict
performance of any term, covenant, condition or other provision of this Agreement will not be construed as
a waiver or relinquishment of the future enforcement of such term, covenant, condition or other provision
of this Agreement.
4.6 Wherever appropriate in this Agreement, the singular shall be deemed to refer to
the plural and the plural to the singular, and pronouns of each gender shall be deemed to comprehend either
or both of the other genders. The section and paragraph headings in this Agreement are for convenience
only and shall not affect the meaning,interpretation or scope of the terms or provisions set forth therein.
4.7 This Agreement may be executed in multiple counterparts, each of which
individually shall be deemed an original,but when taken together shall be deemed to be one and the same
Agreement.
4.8 This Agreement shall never be construed as a conveyance in any manner
whatsoever of fee simple title to any portion of the Property or the Easement Area; it being intended by the
parties that this Agreement conveys only an easement interest with respect to the Easement Area for the
specific uses and purposes set forth herein.
4.9 All of the rights,easements and interests herein created and granted are and shall be
limited to and utilized solely for the uses and purposes expressly set forth herein. Notwithstanding anything
to the contrary contained in this Agreement, each party hereby expressly reserves the right to use and grant
others the right to use any and all portions of the property owned by it so long as such use by such party and/or
others does not prohibit the other party from engaging in the easement purpose granted to it under this
Agreement.
4.10 This Agreement and the rights, easements and interests herein created and granted
shall only become effective upon the recordation of this Agreement in the Public Records of Miami-Dade
County. This Agreement and the rights, easements and interests herein created and granted shall run with the
land,and shall be binding on all persons holding title to said lands.
5. Notice. All notices, demands, requests or other communications which may be or are
required to be given, served, or sent by either the Owner or the City pursuant to this Agreement shall be in
writing and addressed as follows:
If to Developer at:
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: David Smith
With a copy to:
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: Michael Sheitelman
If to the City: City of Miami Beach
Attn: City Manager
PAGE 4
1700 Convention Center Drive, 4th Floor
Miami Beach,Florida 33139
With copies to: City of Miami Beach
Attn: Public Works Director
1700 Convention Center Drive, 4th Floor
Miami Beach,Florida 33139
Each party may designate by notice in writing a new address to which any notice, demand,request
or communication may thereafter be so given, served or sent.
6. The Owner shall indemnify,defend and hold the City harmless from and against all claims,
demands, causes of action, suits, losses, damages, liabilities, liens,judgments, fees, costs, expenses and
other charges (including,without limitation,reasonable attorneys' fees and costs through all trial,appellate
and post judgment levels and proceedings) (collectively, the"Claims") commenced, incurred and/or paid
by or against any of the City to the extent the Claims arise from the design, construction, installation,
operation, use, maintenance, repair and/or replacement of, or the failure to properly design, construct,
install, operate, use, maintain, repair and/or replace, any Improvements by the Owner. Notwithstanding
anything to the contrary contained in this Agreement,the obligation of the Owner to indemnify,defend and
hold the City harmless as set forth herein shall not apply to the extent any such Claims arise from the
negligence or willful misconduct of the City or any successor, assign and/or grantee thereof.
APPROVED
Public Works Director Date
APPROVED AS TO
FORM&LANGUAGE
City Attorney Date
[EXECUTION PAGES TO FOLLOW]
IN WITNESS WHEREOF, the Owner has caused these presents to be signed, sealed executed and
acknowledged on day of ,20 , in its name by its proper officials.
Print Name: By:
Name:
Title:
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 201_ by
, as of , on
behalf of the company. He . is personally known to me or has produced
as identification and who did/did not take an oath.
NOTARY PUBLIC
Typed or printed Name of Notary
My Commission expires:
Serial No., if any
Exhibit A
Legal Description of Property
PAGE 8
Exhibit B
Legal Description of Easement Area
EXHIBIT"X"-TEMPORARY CONSTRUCTION AND ACCESS EASEMENT AGREEMENT
70
This instrument was prepared by:
Name: Raul J.Aguila, City Attorney.
Address: City of Miami Beach
1700 Convention Center Drive,4t''Floor
Miami Beach,Florida 33139
GRANT OF EASEMENT AND AGREEMENT
THIS GRANT OF EASEMENT AND AGREEMENT (this "Easement") is made this_day of
, 20 ,by the CITY OF MIAMI BEACH, a Florida municipal corporation,having its principal
place of business at 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City"), to and in
favor of 500 ALTON ROAD VENTURES,LLC,a Delaware limited liability company, 1220 SIXTH,LLC,
a Delaware limited liability company, SOUTH BEACH HEIGHTS I, LLC, a Delaware limited liability
company, and KGM EQUITIES, LLC, a Delaware limited liability company, each having its respective
principal place of business at 2200 Biscayne Boulevard, Miami, Florida 33137(collectively, the
"Developers").
WITNES SETH:
WHEREAS, the City owns that certain property situated, lying and being in Miami-Dade
County,Florida, as more particularly described in Exhibit"A"attached hereto and made a part hereof(the
"Park Parcel");
WHEREAS, 500 ALTON ROAD VENTURES,LLC, a Delaware limited liability company, owns
that certain property situated, lying and being in Miami-Dade County, Florida, as more particularly
described in Exhibit"B"attached hereto and made a part hereof(the"Residential Development Parcel"),
and
WHEREAS, SOUTH BEACH HEIGHTS I,LLC, a Delaware limited liability company,owns that
certain property situated, lying and being in Miami-Dade County,Florida,as more particularly described
in Exhibit"C"attached hereto and made a part hereof(the"Commercial Development Parcel");
WHEREAS, the City and the Developers entered into that certain Development Agreement dated
as of , 20 , a memorandum of which is recorded in Official Records Book
at Page of the Public Records of Miami-Dade County(the"Development Agreement"), which
constitutes a development agreement pursuant to the Florida Local Government Development Act, Section
163.3220, et. seq., Florida Statutes (the "Act"), pursuantto which the Developers will construct the
"Project" (as defined in the Development Agreement) on the "Development Site" (as defined in the
Development Agreement) and the"Park Project" (as defined in the Development Agreement) on the Park
Parcel;
WHEREAS,the City has agreed to grant to the Developers a non-exclusive,irrevocable,temporary
easement over the Park Parcel for access and construction staging purposes during Developers' construction
of the Project and the Park Project;
WHEREAS, the granting of this Easement is a condition of the effectiveness of the Development
Agreement and the issuance of development permits and approvals in order for to develop the Project and
the Park Project;
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
intending to be legally bound hereby agree as follows:
1. Recitals. The above recitals are true and correct and by this reference are hereby incorporated
into the body of this Agreement as if fully set forth herein
2. Grant of Easement.
(a) The City hereby grants to the Developers and their respective employees, agents,
representatives, contractors, subcontractors, laborers, suppliers and lenders, and each of their respective
successors and assigns (collectively, the "Developer Construction Permittees"), a non-exclusive,
irrevocable, temporary easement on, over, under, upon and across the Park Parcel to perform all acts
necessary or desirable to ensure fulfillment and satisfaction of all duties, obligations and requirements with
respect to the construction of the Project and the Park Project pursuant to and in accordance with the
Development Agreement. The easement granted herein includes,without limitation, the following: (i)the
right to staging construction vehicles,equipment and materials on Park Parcel; (ii)the right to erect fencing
around and within the Park Parcel; (iii) the right to use the Park Parcel for site logistics, including but not
limited to,the Developer's and the Developer Construction Permittees' ingress and egress to and from the
Development Site over and across the Park Parcel; (iv)the right to install and operate construction trailers,
and improvements related thereto,on the Park Parcel;and(v)the right to perform any and all other activities
reasonably related to the construction of the Project and the Park Project and all improvements relating
thereto pursuant to and in accordance with the Development Agreement.
(b) This Easement and the rights granted herein will terminate upon the earlier of
(such earlier date is referred to herein as the"Termination Date"): (i)the date on which a fmal certificate
of occupancy for the entire Park Project(as opposed to any individual phase thereof)is issued; or(ii)the
date that is eight (8) years after the "Effective Date" (as defined in the Development Agreement) of the
Development Agreement. Although such termination is intended to be automatic and require no further
action on the part of any party hereto, upon the request of a party after the occurrence of a termination
event, the other party will, no later than thirty(30) days after such request, execute a termination of this
Easement in form and substance reasonably acceptable to the City and the Developer.
3. Restoration. The Developers shall remove all vehicles, equipment and materials from the
Park Parcel prior to the Termination Date and,if the entire Park Project has not been completed prior to the
Termination Date, then the Developer shall at the Developer's cost and expense sod such un-completed
portion of the Park Site promptly after the Termination Date, whereupon the City shall at the City's cost
and be required to keep and maintain such sod.
4. Encumbrances. This Easement and the rights granted herein are subject to all liens,
encumbrances, covenants, conditions, restrictions, reservations, contracts, leases and licenses, easements
and rights of way pertaining to the Park Parcel that are of record as of the date of this Easement(collectively,
the"Encumbrances"). The use of the word"grant"in this Easement shall not imply any warranty on the
part of the City with respect to the status of title to the Park Parcel.
5. Insurance. The Developers shall maintain the following insurance at all times while this
Easement remains in effect: (a)commercial general liability coverage with minimum limits of Two Million
and No/100 ($2,000,000) Dollars per occurrence, combined single limit for bodily injury liability and
property damage liability; (b)business automobile liability coverage with minimum limits of One Million
and No/100 ($1,000,000) Dollars per occurrence, combined single limit for bodily injury liability and
property damage liability; and (c) workers compensation insurance for all employees in compliance with
the"Workers Compensation Law" of the State of Florida and all applicable federal laws. Such insurance
policies (except for shall workers compensation insurance): (x) name the City as an additional insured
thereunder(except for workers compensation insurance); (y) be written by insurance companies licensed
to do business in Florida; and(z)not be subject to cancellation or non-renewal without a minimum of thirty
(30) days notification by the insurer to the City with a copy to the attention of Risk Manager, 1700
Convention Center Drive, Miami Beach, Florida 33139. The Developers shall provide the City with one
or more certificates of insurance evidencing all such insurance coverages set forth above.
6. Representations of the City. The City hereby represents, warrants and covenants to and
with the Developers that the City is the fee simple owner of the Park Parcel and has the right,title,capacity
and authority to grant the easements granted herein, subject only to the Encumbrances.
7. Indemnification. The Developer shall indemnify, defend and hold harmless the City from
and against any actual damages, losses, liabilities, fees, costs and expenses incurred by the City in any
action, suit or proceeding brought against the City by any third-party as a result of any negligent act or
omission of the Developer in exercising its rights under this Easement which first occurred prior to the
Termination Date of this Easement. The Developer shall directly pay all actual costs and expenses related
to any expense or cost charged,or legal defense required by the City,using legal counsel that is selected by
the Developer and which is reasonably acceptable to the City, pursuant to the foregoing. The City shall
reasonably cooperate and collaborate(but at no expense to the City)with the Developer in connection with
any legal proceeding in which the Developer is defending the City.
8. Miscellaneous.
8.1 This Easement shall be governed by, enforced and construed under the laws of the
State of Florida. Venue for all actions,litigation and/or other proceedings arising out of this Easement shall
be exclusively in Miami-Dade County, Florida. The parties hereby knowingly and voluntarily waive the
right to a trial by jury of any claim, controversy or disputed matter between them arising under, out of or in
connection with this Easement. The prevailing party in any action, litigation or other proceeding that is
based on any claim, controversy or other disputed matter arising under, out of or in connection with this
Easement shall recover from the non-prevailing party all fees, costs and expenses (including, without
limitation, reasonable attorneys' fees and costs through all trial, appellate and post judgment levels and
proceedings) incurred by the prevailing party in such action, litigation or other proceeding.
8.2 The parties hereby acknowledge and agree that each has had an opportunity to be
represented by or consult with independent legal counsel and that any rule of construction which provides
that ambiguities are to be construed against the drafter shall not apply in the interpretation or construction
of this Easement. If any term, provision or portion of this Easement is for any reason held to be invalid,
illegal or unenforceable by a court of competent jurisdiction, then such term, provision or portion of this
Easement shall be given it nearest valid,legal and enforceable meaning,or construed as deleted,whichever
such court may determine,and the same shall not invalidate the remaining terms,provisions and/or portions
of this Easement, which remaining terms, provisions and portions of this Agreement will remain in full
force and effect.
8.3 This Easement includes all exhibits attached hereto. This Easement,together with
all such exhibits,contains the entire agreement and understanding between the parties relating to the subject
matter of this Easement, and all prior or contemporaneous terms, covenants, conditions, representations,
warranties, statements,agreements and understandings made by or on behalf of the parties,whether oral or
written,are merged herein.
8.4 This Easement may not be amended, modified or terminated except by a written
instrument executed by the Owner and the City through its Public Works Director, or his designee, or the
successor administrative officer with jurisdiction over the matter, and which is recorded in the Public
Records of Miami-Dade County,Florida. This Easement shall inure to the benefit of and shall be binding
upon the parties and their respective successors and assigns.
8.5 The failure of any party to insist in any one or more instances upon strict
performance of any term, covenant, condition or other provision of this Agreement will not be construed as
a waiver or relinquishment of the future enforcement of such term, covenant, condition or other provision
of this Easement.
8.6 Wherever appropriate in this Easement,the singular shall be deemed to refer to the
plural and the plural to the singular, and pronouns of each gender shall be deemed to comprehend either or
both of the other genders. The section and paragraph headings in this Easement are for convenience only
and shall not affect the meaning, interpretation or scope of the terms or provisions set forth therein.
8.7 This Easement may be executed in multiple counterparts, each of which
individually shall be deemed an original,but when taken together shall be deemed to be one and the same
Easement.
8.8 This Easement shall never be construed as a conveyance in any manner
whatsoever of fee simple title to any portion of the Park Parcel; it being intended by the parties that this
Easement conveys only an easement interest with respect to the Park Parcel for the specific uses and
purposes set forth herein.
8.9 All of the rights, easements and interests herein created and granted are and shall be
limited to and utilized solely for the uses and purposes expressly set forth herein. Notwithstanding anything
to the contrary contained in this Easement, the City shall not be permitted to use or grant others the right to
use all or any portions of the Park Parcel so long as this Easement remains in effect without the prior written
consent of the Developers.
8.10 This Easement and the rights, easements and interests herein created and granted
shall only become effective upon the recordation of this Easement in the Public Records of Miami-Dade
County. This Easement and the rights, easements and interests herein created and granted shall run with the
land,and shall be binding on all persons holding title to said lands.
9. Notice. All notices, demands, requests or other communications which may be or are
required to be given, served, or sent by either the Developers or the City pursuant to this Easement shall be
in writing and addressed as follows:
If to Developers at: KGM Equities,LLC
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: David Smith
With a copy to: KGM Equities,LLC
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: Michael Sheitelman
If to the City: City of Miami Beach
Attn: City Manager
1700 Convention Center Drive,4th Floor
Miami Beach,Florida 33139
With copies to: City of Miami Beach
Attn: Public Works Director
1700 Convention Center Drive, 4th Floor
Miami Beach,Florida 33139
Each party may designate by notice in writing a new address to which any notice, demand, request or
communication may thereafter be so given, served or sent.
(Signature pages to follow)
IN WITNESS WHEREOF, the undersigned have caused this Easement to be executed by
execution of this instrument as of this day of ,201_.
Witnesses: CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation
Sign Name: By:
Mayor
Print Name:
Sign Name:
Print Name:
ATTEST:
City Clerk
STATE OF FLORIDA )
) SS:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this day of
20_ by , as of . He is
personally known to me or has produced as identification and who did
(did not)take an oath.
NOTARY PUBLIC
Typed or Printed Name of Notary
My Commission Expires:
Serial No.,if any:
ACKNOWLEDGED AND ACCEPTED this day of ,20_by •
Witnesses: DEVELOPER:
Sign Name:
Print Name: By:
Print name:
Sign Name:
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this day of
20_ by , as of . He is
personally known to me or has produced as identification and who did
(did not)take an oath.
NOTARY PUBLIC
Typed or Printed Name of Notary
My Commission Expires:
Serial No.,if any:
Exhibit"A"
PARK PARCEL
Exhibit"B"
Legal Description for the Developer Property
[see attached]
Exhibit"C"
Access Easement for Floridian Parking Lot
EXHIBIT"Y"-PARK PHASED CONSTRUCTION PLAN
71
PARK PHASED CONSTRUCTION PLAN TO BE RELEASED AS SUPPLEMENTAL MATERIAL
PRIOR TO DECEMBER 12, 2018 CITY COMMISSION MEETING
EXHIBIT"Z" - DESCRIPTION OF PUBLIC FACILITIES
The proposed development will be serviced by those roadway transportation facilities
currently in existence as provided by state, county, and local roadways. The proposed
development will also be serviced by public transportation facilities currently in existence, as
provided by Miami- Dade County,the City of Miami Beach, and such other governmental entities
as may presently operate public transportation services within the City of Miami Beach. Sanitary
sewer, solid waste, drainage, and potable water services for the proposed development shall be
those services currently in existence and owned or operated by Miami-Dade County,the Miami-
Dade County Water and Sewer Department, the City of Miami Beach, and State of Florida. The
proposed development shall be serviced by those existing educational facilities owned or
operated by the Miami-Dade Public Schools District, if applicable. The proposed development
shall be serviced by those existing parks and recreational facilities owned or operated by the
United States Government within Miami Dade County, by the State of Florida, by Miami-Dade
County, and by the City of Miami Beach. The proposed development shall be serviced by those
existing health systems and facilities operated by the United States Government within Miami-
Dade County, by the State of Florida, by Miami-Dade County, and by the City of Miami Beach.
The proposed development will also be serviced by any and all public facilities, as such
are defined in Section 163.3221(12) of the Act, that are described in the Comprehensive Plan,
specifically including those facilities described in the Infrastructure Element and the Capital
Improvements Element therein, a copy of which is available for public inspection in the offices of
the City Clerk of the City of Miami Beach. Notwithstanding the foregoing, the Project may be
required to provide for some of its own services, including solid waste removal and stormwater
drainage.
72
EXHIBIT"AA"— DESCRIPTION OF PUBLIC RESERVATIONS
[All easements referenced in the Agreement]
•
73
EXHIBIT"BB" - DESCRIPTION OF REQUIRED DEVELOPMENT PERMITS
The following constitutes a generalized list of local permits anticipated as necessary to be
approved by the terms of this Development Agreement:
1. Design Review Board, Planning Board, and/or Board of Adjustment approvals,
pursuant to Chapter 118 of the City of Miami Beach Code.
2. Utility Permits
3. Demolition Permits
4. Building Permits
5. Environmental Permits
6. Hazardous Materials Removal Permit, if removal of hazardous materials is found
necessary.
7. Public Works Permit, Paving and Drainage
8. Public Works Permit, Water and Sewer
9. Public Works Revocable Permits
10. Certificates of Use and/or Occupancy
11. Any variances or waivers that may be required pursuant to Chapters 114
through 142 of the City of Miami Beach Code
12. All other local governmental approvals as may be applicable to the subject
property from time to time pursuant to the terms of this Development and Ground Lease
Agreement, including but not limited to restrictive covenants in lieu of unity of title
74
Agenda Item 1874
Date 411.2-11(
DEVELOPMENT AGREEMENT
EXHIBIT "A" - LEGAL DESCRIPTION OF DEVELOPER PROPERTY
(PAGE 85 OF DECEMBER 12, 2018 CITY COMMISSION
SUPPLEMENTAL MATERIAL 1)
COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 )
3921 SW 47TH AVENUE, SUITE 1011 CLIENT
DAVIE, FLORIDA 33314
„ CERTIFICATE OF PHONE (954) 689-7766 ZAF FAX (954) 689- 6448 CRESCENT HEIGHTS
7799
LAND DESCRIPTION AND SKETCH
LAND DESCRIPTION:
LOTS 2 THROUGH 16, INCLUSIVE, A PORTION OF LOTS 1, 17, 18 AND 19 AND THAT
CERTAIN 15 FOOT VACATED ALLEY LYING WITHIN SAID LOTS, OF "AMENDED PLAT OF
AQUARIUM SITE RESUBDIVISION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT
BOOK 21, PAGE 83, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGIN AT THE NORTHWEST CORNER OF SAID LOT 11;
THENCE NORTH 89'37'30" EAST ALONG THE NORTH LINES OF SAID LOTS 10 AND 11, A
DISTANCE OF 210 00 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE SOUTHWEST,
THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 20.00 FEET,
A CENTRAL ANGLE OF 89'59'39" AND AN ARC DISTANCE OF 31.41 FEET;
THENCE SOUTH 0O`22'S1" EAST ALONG THE EAST UNE OF SAID LOTS 1 THROUGH 10, A
DISTANCE OF 277.46 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE NORTHWEST,
THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 65.5 FEET,
A CENTRAL ANGLE OF 87'00'49" AND AN ARC DISTANCE OF 99 47 FEET;
THENCE SOUTH 86'38'28" EAST, A DISTANCE OF 112 67 FEET TO A POINT ON A
NON-TANGENT CURVE (A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 19'33'06" WEST),
THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 29.30 FEET,
A CENTRAL ANGLE OF 46'06'19" AND AN ARC DISTANCE OF 23 58 FEET;
THENCE NORTH ID LOTS 17
ND
DISTANCE OF '73 04 FEET TOE AT POINT TANGENT CURVE E WESTERLY LINE OCOF NCAVEOTO THEA 6, A
EAST; l
THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 335.75 FEET, A
CENTRAL ANGLE OF 23'57'44" AND AN ARC DISTANCE OF 140 42 FEET (THE LAST
DESCRIBED BARING AND DISTANCE IS BEING ALONG THE WEST UNE OF SAID LOTS 16, 15
AND 14);
THENCE NORTH 00'22'51" WEST ALONG THE WEST LINE OF SAID LOTS 13, 12 AND 11, A
DISTANCE OF 130 00 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE SOUTHEAST,
THENCE G A
US
F
0.00
A CENTRAL ANGLE TOFL90'00`21"T AND AN ARC DISTANCE HE ARC OF SAID EOFA311J.42 FEETDITO TTHE 2FEET,
POINT OF
BEGINNING.
LAND DESCRIPTION CONTINUED...
REVISIONS DATE FB/PG OWN CKD~ LAND DESCRIPTION PROPERTY
500-600-700 ALTON
LAND DESCRIPTION AND SKETCH 09/12/18 AM REC
AND SKETCH
REVISED L/D AND SKETCH 09/27/18 AM REC FOR (SCALE: N/A
OVERALL SITE
NOT INCLUDING l SHEET 1 OF 5
6TH STREET
COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12
3921 SW 47TH AVENUE, SUITE 1011 CLIENT
��a` DAVIE, FLORIDA 33314
PHONE
CERTIFI (954)OF69AU 77 THORI6�F FAX (954) 689-7799 8 CRESCENT HEIGHTS
LAND DESCRIPTION AND SKETCH
LAND DESCRIPTION CONTINUED..
TOGETHER WITH.
A PORTION OF LOTS 1 AND 2, AND LOTS 3 THROUGH 14, INCLUSIVE, AND LOTS 23
THROUGH 32, INCLUSIVE, BLOCK 2, "AMENDED PLAT FLEETWOOD SUBDIVISION", ACCORDING
TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 28 AT PAGE 34, OF THE PUBLIC
RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS.
BEGIN AT THE SOUTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 89'37'30" WEST ALONG THE SOUTH LINE OF SAID LOT 1, A DISTANCE OF
111.13 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE NORTHEAST,
THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 15.00 FEET,
A CENTRAL ANGLE OF 73'36'39" AND AN ARC DISTANCE OF 19.27 FEET,
THENCE NORTH 16'45'51" WEST, A DISTANCE OF 51.32 FEET,
THENCE NORTH 11'41'42" WEST, A DISTANCE OF 50.99 FEET;
THENCE NORTH 00'22'51" WEST ALONG THE WEST LINE OF SAID BLOCK 2, A DISTANCE OF
250 00 FEET;
THENCE NORTH 89'37'30" EAST ALONG THE NORTH LINE OF SAID LOT 7, A DISTANCE OF
10.00 FEET;
THENCE NORTH 00'22'51" WEST ALONG A LINE 10 FEET EAST OF AND PARALLEL WITH THE
WEST LINE OF SAID BLOCK 2, A DISTANCE OF 350 00 FEET;
THENCE NORTH 89'37'00" EAST ALONG THE NORTH LINE OF SAID LOT 14, A DISTANCE OF
140.00 FEET,
THENCE SOUTH 00'22'51" EAST ALONG THE EAST LINE OF SAID LOTS 14 THROUGH 11, A
DISTANCE OF 200.00 FEET,
THENCE NORTH 8737'30" EAST ALONG THE NORTH LINE OF SAID LOT 23, A DISTANCE OF
170.00 FEET;
THECE
FEETTH TO A•22'51"POINT ONST ALONG A TANGENTHE CURVETLINE OF CONCAVE TO THE DISTANCE BLOCK 2, A OF
NORTHWEST;;
THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 15.00 FEET,
A CENTRAL ANGLE OF 90'00'21" AND AN ARC DISTANCE OF 23 56 FEET;
THENCE SOUTH 89'37'30" WEST ALONG THE SOUTH LINE OF SAID LOT 32, A DISTANCE OF
155.00 FEET TO THE POINT OF BEGINNING.
SAID LANDS SITUATE. LYING AND
BEACH, MIAMI/DADE
FLORIDA, CONTAINING 273,429 SQUARE FEET OR 62771 ACRES MOREORLEACOUNTY,
S.
REVISIONS DATE FB/PG DWN Cif LAND DESCRIPTION PROPERTY
S00-600-700 ALTON
LAND DESCRIPTION AND SKETCH 09/12/18 AM REC
AND SKETCH
REVISED LID AND SKETCH 09/27/18 AM REC FOR (SCALE: N/A
OVERALL SITE
NOT INCLUDING ( SHEET 2 OF 5
6TH STREET `
COUSINS SURVEYORS Sc ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 )
3921 SW 47TH AVENUE, SUITE 1011 CLIENT
Ali DAVIE, FLORIDA 33314
TAR PHONE CERTIFICATE
(954)0689A-7THO766ZAFAX (954)TION : LB 689- 6448 7799 CRESCENT HEIGHTS
`.-A6) LAND DESCRIPTION AND SKETCH
�l,/
POB
NORTH LOrIeRNER _6TH STREET
' -q-
o PLATTED CENTERLINE - o t
u-,
--� \N N89.37130"E 210.00' - ---—
II
Ir- a T,,. . I y- N' E-LOT 101220.00' j t
I ca,i 4 A=8r59'39"
I
.•' j C:g o `^, LOT 11 LOT 10 A=81.41' ^~I
p
I fix_'V_a'' Ii ' I - - 50 0' '
LS I
t -V I
W ~ 2 t
wft t
�
,�
I �p LOT 12 l
i LOT 9 o,la %
i t Q
O N k;1
^ LOT 8 C3 Z` "`Y ali
I
, � LOT 13 Q is W: o LOT 7 ! Q mI r
t, c+, 0 a a r... a3 ,
II 0 r p---Z m o `ti ``')
wv; t N goo a
ZI. < 1 m d 5 U LOT 6 t•-' 1
~W� LOT 14 J I $i Wa 5co(5 ,� 0 1'I
Zi
o < i Z= � LOT6 4+ �I
2222 - 2222 C? I W ALJ
•
A _ - J� - - -I - $Q"II:N t t
I • I ° LOT 4
t
�- � • � LOTIS { v II
� li I1� ' LOT3
t t
t II a45.0' 11
\ _ ' -I I
t 1 1
I
rLOT 2
te- L0T 16 1% L 1DT ALLEY
a ` P.B.( 21, PG. 83, M/D.C.R.) i'
�
I I
C7.. T
QtiQ4_ _ --I ' t , t
'vsO� 1 LOT 1 II
„5��ril to T 17 1 R 65.5'
\ Noy ,M.G't' �1 LOT I8 LOT 19, 4-87°00'49" 1 I I
. �\4,.....„,.. ', P� A_99.47' 11
\ ! `
tt
`\ N86°38'28
"E 1112.6 '
, ,'
II
\ bt 5TH STREET t t ,
�\ 1 MACARTHUR CSTWY -M ----_J
—P-LATTER CENTER'UNE
(STATE ROAD A--i—A)
REVISIONS DATE FB/PG OWN CKD% LAND DESCRIPTION rOPERTY
00-700 ALTON
LAND DESCRIPTION AND SKETCH 09/12/18 AM REC AND SKETCH
REVISED c/o AND SKETCH 09/27/18 AM _ REC OVERALL SITE FOR (SCALE. 1" = 50'
NOT INCLUDING ( SHEET 3 OF 5
6TH STREET
COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 )
3921 SW 47TH AVENUE, SUITE 1011CLIENT `
Ali DAVIE, FLORIDA 33314
�� CERTIFICATE
689-7766 AX (954) 89-7799 AUTHORIZATION # 6448 CRESCENT HEIGHTS
PHONE (954)
r Alb LAND DESCRIPTION AND SKETCH
LOT 15 '
N89.37'30"E 140.00'1 LOT 18
1
10, NORTH UNE-LOT f< !4 r-- - .- -- - -- i
I I
I ,
I LOT 14 ' LOT 19 1
i
1 -1. I
LOT 13 LOT 20 -
,O N
' pt 0 a�uT, m LOT21 I
ISLOT 12 , h i
m N'� --
il 104.1 kll LOT 22 IBOO' 1
LOT 11 N89'37'30°E /70.00'
} , NORTH UNE-LOT 23 I
1 'C 8 LOT 10 �`' 1 LOT 23 I
•w i
r�1 ---E-- - - u . ,.L- --
,....._i
- - Z
i La
a� LOT 9 N ,1 i••• LOT 24 0-.. 1
lc'r.t1 6 r,w ' ,->�
�i 1i --03a ,�rvwi Ja.m i
: �� LOT 8 M Q i'I�a'' LOT 25 p co M I
h1 9\ Il M . I.. .c,a I
i N-8-9°37'807 W Q LOT 26 a s O q
I 10.00 LOT 7 4 M 1 1 °° a �+`,
a.-- °'w o I
o"
I LOT 6 Q LOT 27 N ,W 1
F- j
o O I
I oM - ""F•-• 'i 'r k �,
M 1
LOT 5 ci w LOT 28 " $ `Q41
1 - - - -- o -E . -
I b at LOT 29
LOT 4 m
' LOT 3 0; 1 LOT 30 w
FPL EASEMEN -i ca
o
oD
Z.
_- ---LOT 2 1 % LOT 31
R ii � � LOT 32 R=15.00'
R=15.00' LOT I , I o 4=90'00'2/
1 it% d=73°36'39" '1 "' A=29.58' 4.1
501!0!LNY! SOUTH UNE
�,a A=19.27 LOT T , ' Y
-- 589°37'30711!.13' S09°37'307155.00' ai
— '1/4
- -` - - -6?'H STREET--- -rl - - - - -
,
DATE FB/PG N(PR:07600-700
r REVISIONS G OWN CKD LAND DESCRIPTION ALTON
LAND DESCRIPTION AND SKETCH 09/12/18 AM REC AND SKETCH
REVISED L/D AND SKETCH 09/27/18 AM REC FOR
OVERALL SITE (SCALE: 1" = 80'
NOT INCLUDING SHEET 4 OF 5
6TH STREET ,
COUSINS SURVEYORS & ASSOCIATES, INC, (PROJECT NUMBER 6844-12
3921 SW 47TH AVENUE, SUITE 1011 CLIENT
DAVIE, FLORIDA 33314
CERTIFICATE OF AUTHORIZATION : LB # 6448 CRESCENT HEIGHTS
%. PHONE (954) 689-7766 FAX (954) 689-7799
•i
LAND DESCRIPTION AND SKETCH
LEGEND:
CKD CHECKED BY
DWN DRAWN BY
FB/PG FIELD BOOK AND PAGE
P B PLAT BOOK
M/D.C.R.MIAMI/DADE COUNTY RECORDS
POB POINT OF BEGINNING
POC POINT OF COMMENECEMENT
R RADIUS
A ARC DISTANCE
Q CENTRAL ANGLE
NOTES
1 NOT
LID VALID
WITHOUT THE SIGNATURE
AND MAPPER E ORIGINAL RAISED SEAL OF
A
2 EASEMENTS wOWNERSHIP, OREOTHER NOT AIINSTRUMENTS OFACTED FOR R RIGHTS-OF-WAY,
RECORD
3 DATA SHOWN HEREON DOES NOT CONSTITUTE A FIELD SURVEY AS SUCH.
4. THE LAND DESCRIPTION SHOWN HEREON WAS PREPARED BY THE SURVEYOR.
5. BEARINGS SHOWN HEREON ARE ASSUMED.
ISHTRUEYAND CORRECT TTO THE BESTED OF MY KNOWLEDGE ANDLAND DESCRIPTION BELIEF SKETCH"
CERTIFY THE BELIEFAS
PREPARED UNDER MY DIRECTION IN SEPTEMBER, 2018 I FURTHER CERTIFY
THAT PRACTICESFOR SURVEYINGD DESCRIPTION
IN THE STATESKETCH"
STANDARDS
OF
OF FLORIDA ACCORDING TO
CHAPTER 5J-17 OF THE FLORIDA ADMINISTRATIVE CODE, PURSUANT TO
SECTION 472.027, FLORIDA STATUTES. SUBJECT TO THE QUALIFICATIONS
NOTED HEREON n 'n
FOR THE FIRM, BY:
RICHARD E COUSINS
PROFESSIONAL SURVEYOR AND MAPPER
FLORIDA REGISTRATION NO 4188
PROPERTY ADDRESS
REVISIONS DATE FB/PG OWN CKD LAND DESCRIPTION 500-600-700 ALTON
LAND DESCR[PI1EN&SKETCH 09/12J18 ---- AM REC AND SKETCH
REVISED L/0 AND SKETCH 09/27/18 ALl REC FOR
OVERALL SITE SCALE: N/A
NOT INCLUDING (SHEET 5 OF 5 )
6TH STREET J
DEVELOPMENT AGREEMENT
EXHIBIT "C" — LEGAL DESCRIPTION OF PROPERTY
(with 6th Street)
(PAGE 91 OF DECEMBER 12, 2018 CITY COMMISSION
SUPPLEMENTAL MATERIAL 1)
COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 )
3921 SW 47TH AVENUE, SUITE 1011 CLIENT
/Rah DAVIE, FLORIDA 33314
Vig PHONE CERTIFICATE
954) 689OF -7THO766ZAF FAX (954) 6897 99 CRESCENT HEIGHTS
LAND DESCRIPTION AND SKETCH
LAND DESCRIPTION:
LOTS 2 THROUGH 16, INCLUSIVE, A PORTION OF LOTS 1, 17, 18 AND 19 AND THAT
CERTAIN 15 FOOT VACATED ALLEY LYING WITHIN SAID LOTS, OF "AMENDED PLAT OF
AQUARIUM SITE RESUBDIVISION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT
BOOK 21, PAGE 83, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS.
BEGIN AT THE NORTHWEST CORNER OF SAID LOT 11;
THENCE NORTH 89'37'30" EAST ALONG THE NORTH LINES OF SAID LOTS 10 AND 11, A
DISTANCE OF 210.00 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE SOUTHWEST,
THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 20.00 FEET,
A CENTRAL ANGLE OF 89'59'39" AND AN ARC DISTANCE OF 31 41 FEET;
THENCE SOUTH 00'22'51" EAST ALONG THE EAST UNE OF SAID LOTS 1 THROUGH 10, A
DISTANCE OF 277.46 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE NORTHWEST;
THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 65.5 FEET,
A CENTRAL ANGLE OF 87'00'49" AND AN ARC DISTANCE OF 99 47 FEET;
THENCE SOUTH 86'38'28" EAST, A DISTANCE OF 112.67 FEET TO A POINT ON A
NON-TANGENT CURVE (A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 19'33'06" WEST);
THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 29 30 FEET,
A CENTRAL ANGLE OF 46'06'19" AND AN ARC DISTANCE OF 23 58 FEET;
THENCE
DISTANCE OFT 73.04 FEET TO'35" EATPOINTGONHE A TANGENTYLINE OF SAID LOTS 17 CURVE CONCAVE TO THEA 16, A
EAST;
THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 335.75 FEET, A
CENTRAL ANGLE OF 23'57'44" AND AN ARC DISTANCE OF 140.42 FEET (THE LAST
DESCRIBED BARING AND DISTANCE IS BEING ALONG THE WEST UNE OF SAID LOTS 16, 15
AND 14);
THENCE NORTH 00'22'51" WEST ALONG THE WEST LINE OF SAID LOTS 13, 12 AND 11, A
DISTANCE OF 130 00 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE SOUTHEAST;
NORTHEASTERLYTHENCE
HAVING A
THE
I SA CENTRAL ANGLE OF90'00 21" AND AN ARC DISCURVERADIUS OF
OF 31.42 FEET TO THE2POINT OF
BEGINNING.
LAND DESCRIPTION CONTINUED..
•
DATE FB/PG OWN CKDPROPERTY.
REVISIONS LAND DESCRIPTION 500-600-700 AUTON
LAND DESCRIPTION AND SKETCH 09/12/18 AM REC AND SKETCH
REVISED L/D AND SKETCH 09/27/18 AM REC FOR (SCALE: N/A
REVISED L/D AND SKETCH 10/22/18 AM REC OVERALL SITE
INCLUDING
6TH STREET `(SHEET 1 OF 7
COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12
3921 SW 47TH AVENUE, SUITE 1011 CLIENT
talk DAVIE, FLORIDA 33314
PHONEI (954) 689-7766 U AUTHORIZATION
N(954) 68947799 CRESCENT HEIGHTS
LAND DESCRIPTION AND SKETCH
LAND DESCRIPTION CONTINUED..
TOGETHER WITH:
A PORTION OF LOTS 1 AND 2, AND LOTS 3 THROUGH 14, INCLUSIVE, AND LOTS 23
THROUGH 32, INCLUSIVE, BLOCK 2, "AMENDED PLAT FLEETWOOD SUBDIVISION", ACCORDING
TO THE PT MIAMIDE COUNTY,
- AS DED IN PLAT BOOK 28 AT PAGE 34. PUBLIC
FLORIDA,, BEING MORE PARTICULARLYDESCRIBED
RECORDSOFDAAS
FOLLOWS:
BEGIN AT THE SOUTHEAST CORNER OF SAID LOT 1;.
THENCE SOUTH 89°37'30" WEST ALONG THE SOUTH LINE OF SAID LOT 1, A DISTANCE OF
111.13 FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE NORTHEAST;
THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 15.00 FEET,
A CENTRAL ANGLE OF 73'36'39" AND AN ARC DISTANCE OF 19 27 FEET;
THENCE NORTH 16'45'51" WEST, A DISTANCE OF 51 32 FEET;
THENCE NORTH 11'41'42" WEST, A DISTANCE OF 50 99 FEET;
THENCE NORTH 00'22'51" WEST ALONG THE WEST LINE OF SAID BLOCK 2, A DISTANCE OF
250.00 FEET;
THENCE NORTH 89'37'30" EAST ALONG THE NORTH LINE OF SAID LOT 7, A DISTANCE OF
10.00 FEET;
THENCE NORTH 00'22'51" WEST ALONG A LINE 10 FEET EAST OF AND PARALLEL WITH THE
WEST LINE OF SAID BLOCK 2, A DISTANCE OF OF AND PARALLEL WITH THE
OF 350.00 FEET,
THENCE NORTH 89'37'00" EAST ALONG THE NORTH LINE OF SAID LOT 14, A DISTANCE OF
140.00 FEET;
THENCE SOUTH 00'22'51" EAST ALONG THE EAST LINE OF SAID LOTS 14 THROUGH 11, A
DISTANCE OF 200.00 FEET,
THENCE NORTH 89.37'30" EAST.ALONG THE NORTH LINE OF SAID LOT 23, A DISTANCE OF
170 00 FEET;
OCK 2, A
49500E SOUTH
A POINT EAST ALONG
TANGENTHE CURVETLINE OF SAID CONCAVE TO THEL STANCE OF
NORTHWEST;
THENCE A CENTRAL ANGLE OF L90'OALONG
O'21"THE
ANDARC
AN ARC DISTANCE CURVE
OFHAVING
23 56AUS OF 15 00 FEET,
FEET!
THENCE
SOUTO TH 89'3
'30" OF WEST
ALONG
BEGINNING.
SOUTH LINE OF SAID LOT 32, A DISTANCE OF
155 OC
LAND DESCRIPTION CONTINUED..
PROPERTY.
REVISIONS DATE FB PG DWN CKD LAND DESCRIPTION ( 500-600-700 ALTON
LAND DESCRIPTION AND SKETCH 09/12/18 AM REC AND SKETCH `
REVISED 1/0 AND SKETCH 09/27/18 REC FOR (SCALE: N/A Jl
REVISED L/D AND SKETCH 10 22 18 AM REC O INCLUDING E
�__=�= 6TH STREET (SHEET 2 OF 7
COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 )
3921 SW 47TH AVENUE, SUITE 1011 CLIENT
411M\ DAVIE, FLORIDA 33314
�•'�
PHONE
CERTIFICATE(954) 689OF u7766� FAX (95) 68947799 CRESCENT HEIGHTS
LAND DESCRIPTION AND SKETCH
LAND DESCRIPTION CONTINUED...
TOGETHER WITH:
A PORTION OF 6TH STREET AS SHOWN ON "AMENDED PLAT OF FLEETWOOD SUBDIVISION",
ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 28, PAGE 34, OF THE
PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, AND "AMENDED PLAT OF AQUARIUM
SITE RESUBDIVISION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK
21, PAGE 83, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF LOT 1, BLOCK 2, OF SAID "AMENDED PLAT OF
FLEETWOOD SUBDIVISION";
THENCE NORTH 89'37'30" EAST ALONG THE SOUTH LINE OF LOT 32, BLOCK 2 OF SAID
"AMENDED PLAT OF FLEETWOOD SUBDIVISION" AND THE NORTH RIGHT OF WAY LINE OF
SAID 6TH STREET, A DISTANCE OF 155 00 FEET TO A POINT ON A TANGENT CURVE
CONCAVE TO THE NORTHWEST;
THENCE NORTHEASTERLY ALONG SAID NORTH RIGHT OF WAY LINE AND ALONG THE ARC
OF SAID CURVE, HAVING A RADIUS OF 15.00 FEET, A CENTRAL ANGLE OF 90'00'21" AND
AN ARC DISTANCE OF 23.56 FEET;
THENCE SOUTH 00'22'51" EAST, A DISTANCE OF 85.00 FEET TO A POINT ON A TANGENT
CURVE CONCAVE TO THE SOUTHWEST;
THENCE NORTHWESTERLY ALONG THE SOUTH RIGHT OF WAY LINE OF SAID 6TH STREET
AND ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 20 00 FEET, A CENTRAL
ANGLE OF 89'59'39" AND AN ARC DISTANCE OF 31.41 FEET;
THENCE SOUTH 89°37'30" WEST ALONG THE NORTH LINE OF LOT 10 AND LOT 11 OF
"AMENDED PLAT OF AQUARIUM SITE RESUBDIVISION", ACCORDING TO THE PLAT THEREOF,
AS RECORDED IN PLAT BOOK 21, PAGE 83, OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY,
TO A POINTOONHARIGHT OF WAY TANGENT CURVETNE OF CONCAVE T6TH STREET, A O STANCE
TO THE SOUTHEAST;
THENCE SOUTHWESTERLY ALONG SAID SOUTH RIGHT OF WAY LINE AND ALONG THE ARC
OF SAID CURVE, HAVING A RADIUS OF 20.00 FEET, A CENTRAL ANGLE OF 90'00'21" AND
AN ARC DISTANCE OF 31.42 FEET;
THENCE NORTH 00'22'51" WEST, A DISTANCE OF 70.00 FEET;
THNG THE
OFESAID LOT TI1, BLOCK 2,NUE ALONG SNORTHAID 089'37!30" EAST, A DISTANCE OFRTH RGHT OF WAY LINE AND 80.00 SOUTH
80.00 FEETTO THE
POINT OF BEGINNING.
SAID LANDS SITUATE. LYING AND BEING IN THE CITY OF MIAMI BEACH, MIAMI/DADE
COUNTY, FLORIDA; CONTAINING 266,149 SQUARE FEET OR 6.5691 ACRES MORE OR LESS.
REVISIONS DATE F6/PG OWN CKO, LAND DESCRIPTION (jaOEe CK ALTON ROAD)
LAND DESCRIPTION AND SKETCH 09/12/18 AM RSC AND SKETCH
REVISED LID AND SKETCH 09/27/18 AM REC FOR
REVISED L/D AND SKETCH 10/22/18 AM REC OVERALL SITE (SCALE: N/A )
INCLUDING
6TH STREET (SHEET 3 OF 7
COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 )
3921 SW 47TH AVENUE, SUITE 1011 ..CLIENT
,/��� DAVIE, FLORIDA 33314
n'! PHONEICATE OF(954) 6 9-7766 FAX (954) 68947799 48 CRESCENT HEIGHTS ,
A� LAND DESCRIPTION AND SKETCH
(",--�
NORTHWEST CORNER
LOT 11 6TH STREET —_—_ __
c ----PLATTED CENTERLINE ------ R - -- I ,--
N N89°37'30"E 210.00' N'
I "•- • I' - • NOR-'LINE-LOT TO --1
1
- a R=20.00 1 ' 1
1 1 O N N ' 1 A=89°59'39" I I
NI I
5.0• a� o o LOT 11 1 LOT 10 A=31.41' . • '
, I I
b � II "4 ! 50.0" I
I 1 11
z
ap LOT 12 , LOT 9 X1c�i 1 1
�1. c1> d I o so O ,
N ati - - --- L0T8 set. a1l�o
r�,fl '� O W t a t �: .1 ,
��r,I° *v 1.07 13 7.Q W 4 0 LOT 7 w O 1>0l I�
�` 11 PR
MI I,- 1. 1—z M .�y 64 =1 Is
Via: I N 0_Nigv LOT6 1 V Ila
I 2'- •r ao 0- 7b o Z ~
JLOT 14 v; - d W z, ,
I-. N L07 5 �I I
' O , WOC
a 1- , - aQrr�y 11
I�.h , m LOT 4
q 44 LOT15 - '� ' 1
1v. 04 LOT 3 II
., `
1
, a ,
45.0'a.1
\ , LOT 2 I I
\
` o I H
15'ALLEY - -- -
--i LOT 16 , (P,9. 21. P0. 83. M/D.C.R.) I II'
1 °'�" a
Os.. 1 T- - r
- -
_ QMH - -'� ' 1 I I
ep uJ-- , LOT 1 1
N JL4, gyp".-, os LOT 11 1 1 p C' II
,PO .-..C 1i N. li , .f����.J , 1 1
s�o m II LOT 18 LOT 191 A-8r00'49" I
I I
\\` vt. n ,,,P1'.
a. i A=99.47' II
\ I
112.8 ' 1
�\ \\ N86°30(287I 1 II
1
\ s-b,-"F5TH STREET il
, ,
MACARTHUR CSNTY _21 _______11
- ---—PLA D C:OERUNE -_(STATE ROAD A-1—A)
DATE FB/PG DWN CKQ (PROPERTY
REVISIONS LAND DESCRIPTION 1 500-600-700 ALTON
LAND DESCRIPTION AND SKETCH 09/12/18 AM DEC AND SKETCH t
REVISED LID AND SKETCH 09/27/16 AM REC FOR (SCALE: 1" = 50'
REVISED VD AND SKETCH 10/22/16 AM REC OVERALL SITE
INCLUDING )
6TH STREET l SHEET 4 OF 7
COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 )
3921 SW 47TH AVENUE, SUITE 1011 CLIENT
A117 i DAVIE, FLORIDA 33314
Itil`' PHONE CERTIFICATE
(54) 689OF -7THO66ZAFAX (954)TION : LB 6894 77 99 CRESCENT HEIGHTS
AU LAND DESCRIPTION AND SKETCH
J , '
�J I I
LOT 15 1
N89'37'30T 140.00' ; LOT i 8
# NOV',LIVE--LOT 14 �I - _
II
LOT 14 1 . LOT 19 I
1 1 w I
. L _-
10.0' 1, 1
o LOT 20
LOT 13 lc a 1
e. -c4. - - i.4� U--- - - -
C v ' Ind 9 LOT21
S LOT 12
1 4'4' al
',ti 1
w LOT 22 I
,1� LOT 1150.0' '
4N5737'301' 170.00'
Z-- - -12
- • Nam LINE-LOT 23 1
t L LOT 10 LOT 23
I
18-
....,
.. 1
fns _N , - - - - Z[LS
41..--,1 I. 12-
r 1 1 >-,,T, LOT 9 .- to w LOT 24 c 2 6 1
W1 3w NW w 1.-�m
, 1.. . - .r1� 5 Ln I
I LOT 8 Q at' LOT 25 d N"' I
z w
I v� - r. M poa
kI N39°37'80'z w O = LOT 28 <b N o to I
10.00 LOT 7 4 M lb �m �'
' `s iI
I
c N LOT 6 Fes- `I LOT 27 a 'Za lc,
o .1 - -- - - of
Io �" - b hI
LOT 5 �+ w ' LOT 28 5 41 1
It:+' N i
1Z) wit -
LOT 4 Ln -11 � LOT 29
O p1 c
I - 'I
125.0 LOT 3 i , I LOT 30 N
FPL EASMENy^ � _ p I
�M .. 1 i T=1�iti,- z�y LD
C` L1t LOT 2 I;I LOT 31
a1 11. 5 _
;- ,' iF® -R=15.00'
1 , LOT 1 a W o LOT 32-d=90°00'21
I ` R=15.00o
A=28.56' ' '
I • d=73°38'39" LWd ' soon!LINE
�_ A=19.27 161.1
I =° 389'37'30"F 111.13' S8r37'30IT 155.00' ,n
—_ ___7_—_---mirf STREET -,I-- - - - -
REVISIONS DATE FB/PG DWN CKD1 f LAND DESCRIPTION PR506OO-700 ALTON
LAND DESCRIPTION AND SKETCH 09/12/18 AM REC AND SKETCH
REVISED L/D AND SKETCH 09/27/18 AM REC FOR (SCALE: 1" = 80'
REVISED L/D AND SKETCH 10/22/18 AM REC OVERALL SITE
INCLUDING SHEET 5 OF 7
6TH STREET
COUSINS SURVEYORS Sc ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 )
3921 SW 47TH AVENUE, SUITE 1011 CLIENT
Ali DAVIE, FLORIDA 33314
nil CERTIFICATE OF 6448
PHONE (954) 689-7766�FAX (954)TION : LB 689 -7799 CRESCENT HEIGHTS
LAND DESCRIPTION AND SKETCH
1___________________
NU .
, t;'
"`�
WEST AVENUE ��`/
N00°4 '51"W 8
70 00' c m
-r-- —T--- Y 1 1 z CS
1
8=,20.00' I m .s
1 =90°00'21" 54N m O ea
1 A=31.42' 0 - m ' co
... ctt
O li �\ � to m;
-4 rF,2-0i0 O P1 y
'' = va2oFi° • 0 2
0 r_n�Q ArTJUT L EASEMENT _
0 o
A'+ til = Iv
V
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N O I 0''1
"'C,, p 7 I k?
I - 4- m-j — ._ y �y 1 II
15' ALLEY .0.4 r I N
tP.B. 21, PG. 83, M/D.C.R.) 1 ii:n., _ -� z r„ + z In�
I =ZO O "� 1 .a p5W
sa �= S I0 I rea•
n C K i
.'mss 0 �y 1 Z�I� m r
.4 z "J � m�i. 00
rn = I NCS m W
0 z 25 00' 25 00' CS.
N
N
rn
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R=20.00' I R=15.00'
=E9°59'39" Q=90'00'21"
A=31.41' 1500°2451"E A_28.58'
85.00'
ALTO ROAD
I
I
_______________________________A
---------- --
REVISIONS DATE FB/PG DWN CKD LAND DESCRIPTION ( 500600700 ALTON
IMO DESCRIPTION&SKETCH 09/12/I8 ---- AU REC AND SKETCH
REVISED LID AND SKETCH 09/27/18 ----- AN REC FOR (SCALE: 1" = 40' )
REVISED L/D AND SKETCH 10/22/18 AM REC OVERALL SITE
INCLUDING
6TH STREET r SHEET 6 OF 7
COUSINS SURVEYORS & ASSOCIATES, INC. (PROJECT NUMBER : 6844-12 )
3921 SW 47TH AVENUE, SUITE 1011 CLIENT .
DAVIE, FLORIDA 33314
wig] CERTIFICATE OF AUTHORIZATION : LB # 6448 CRESCENT HEIGHTS
PHONE (954) 689-7766 FAX (954) 689-7799
LAND DESCRIPTION AND SKETCH
LEGEND'
CKD CHECKED BY
DWN DRAWN BY
FB/PG HELD BOOK AND PAGE
P.B. PLAT BOOK
M/D.C.R.MIAMI/DAD£ COUNTY RECORDS
POB POINT OF BEGINNING
POC POINT OF COMMENECEMENT
R RADIUS
A ARC DISTANCE
CENTRAL ANGLE
NOTES•
1 NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF
A FLORIDA LICENSED SURVEYOR AND MAPPER
2 LANDS EASEMENTS,WN HEREON OWNERSH P,WORENOT OTHERA NSTACTED STRUMENTSOR OFRIGHTS-OF-WAY,
RECORD.
3 DATA SHOWN HEREON DOES NOT CONSTITUTE A FIELD SURVEY AS SUCH.
4. THE LAND DESCRIPTION SHOWN HEREON WAS PREPARED BY THE SURVEYOR.
5. BEARINGS SHOWN HEREON ARE ASSUMED.
ISHTRUEYANDCIORRECT TO THE�BESTED "LAND OF MY KNOWLEDGE AND SKETCH"
AND BELIEFAS
PREPARED UNDER MY DIRECTION IN SEPTEMBER, 2018. I FURTHER CERTIFY
THAT THIS "LAND DESCRIPTION AND SKETCH" MEETS THE STANDARDS OF
PRACTICE FOR SURVEYING IN THE STATE OF FLORIDA ACCORDING TO
CHAPTER 5J-17 OF THE FLORIDA ADMINISTRATIVE CODE PURSUANT TO
SECTION 472.027, FLORIDA STATUTES. SUBJECT TO THE QUALIFICATIONS
NOTED HEREON i.J•
FOR THE FIRM, BY:
RICHARD E. COUSINS
PROFESSIONAL SURVEYOR AND MAPPER
FLORIDA REGISTRATION NO. 4188
1 r PROPERTY ADDRESS .
REVISIONS DATE FB/PG DWN CKD LAND DESCRIPTION 500-600-700 ALTON
tAND DESCRIPTION&SKETCH D9/12/18 ---- AM REC AND SKETCH `
REVISED 1/D AND SKETCH 09/27/18 AM REC FOR C SCALE: N/A J1
REVISED 1/0 MID SKETCH 10/22/18 AN REC OVERALL SITE
INCLUDING SHEET 7 OF 7
6TH STREET l