500 Alton Road Closing Documents I'fp` r G RAD Y HUNT_..
BUSINESS A REAL ESTATE LAWYERS
April 25,2021
VIA COURIER
Jennifer J.Corbo,AVP
Commercial Escrow Services
FNF/Chicago Title Insurance Company
13800 NW 14th Street
Suite 190
Sunrise, Florida 33323
Re: 500 Alton Closing—TCH 500 Alton, LLC and City of Miami Beach, Florida(the"City")
Dear Jennifer:
Enclosed are the documents listed below executed and/or delivered on behalf of the City, which
are delivered to you under cover of escrow, and which shall be held'in escrow by you and shall not be
released without written instruction from Ricardo Dopico, First Assistant City Attorney of the City, or
Lauren Hunt of Grady Hunt PLLC.
1. 'Quit Claim Deed—6th Street
2. Quit Claim Deed—500
3. 6'h Street Easement(approval as to form by Public Works and CAO)
4. Pedestrian Pathway Easement(approval as to form by Public Works and CAO)
5. 5`h Street Easement(approval as to form by Public Works and CAO)
6. West Avenue Sidewalk Easement(approval as to form by Public Works and CAO)
7. Termination of Storm Water/Transportation Easement
8. Floridian Parking Easement
9. Temporary Construction and Access Easement
10. Covenant in Lieu of Unity of Title(approval by Director of Planning and CAO)
I I. Amended and Restated Covenant in Lieu for Parking(approval by Director of Planning and
CAO)
12. City Title Affidavit(First Assistant City Attorney)
13. Architect's Consent(Mayor,City Clerk Attest,CAO)
14. GC's Consent(Mayor,City Clerk Attest,CAO)
[End of text;signatures on following page]
O 305.894.6543 Main Office
Nice People.Smart Counsel.® E info Egradyhunt.com 2525 Ponce De Leon Blvd..Suite 300
W www.gradyhunt.com Coral Gables,FL 33134
Please indicate receipt of these enclosures by executing one(I)counterpart of this cover letter in
the space provided bclok\ and by returning an executed counterpart by email to Lauren Hunt at
{foul{i!E,radyhunt.cum.
Very truly yours.
Grady I-lunt PLLC
(..4
Lauren Hunt, founding Member
RF,CE?I PTACKNOWLF,DGE D this
day of April, 2022:
Chicago Title Insurance Company
Jennifer C'orbo, Assistant Vice President
Enclosures
O \loin Office
\ice I'cuplc. ',mart i nun,cl.' E
w
This instrument prepared by or under the supervision of
(and after recording should be returned to):
Name: Laura Gangemi Vignola,Esq.
Address:Gangemi Law Group,PLLC
3310 Mary Street,Suite 303
Miami,Florida 33133
Parcel I.D.Nos.02-4204-006-0010
QUIT CLAIM DEED
THIS QUIT CLAIM DEED, made and executed this day of April, 2022,by CITY OF
MIAMI BEACH, a Florida municipal corporation,whose mailing address is 1700 Convention Center
Drive, 4`1' Floor, Miami Beach, Florida 33139 ("Grantor") to TCH 500 ALTON, LLC, a Delaware
limited liability company,whose mailing address is 3310 Mary Street, Suite 302, Coconut Grove,FL
33133 ("Grantee"). Whenever used herein, the terms "Grantor" and "Grantee" shall include
the parties to this instrument and their respective successors and assigns.
WITNESSETH:
THAT Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other
valuable consideration, the receipt and adequacy of which is hereby acknowledged, hereby remises,
releases and quit-claims unto Grantee, and Grantee's heirs, successors and assigns forever, any and
all of the right,title and interest which Grantor has in and to certain real property located in Miami-
Dade County, Florida ("Property") which is more particularly described on Exhibit "A" attached
hereto and by this reference made a part hereof.
TO HAVE AND TO HOLD unto Grantee and Grantee's heirs, successors and assigns in fee
simple forever any and all of the estate, right, title, interest, lien, equity and claim whatsoever of the
Grantor.
Grantor confirms it does not intend to and does not reserve any interests in minerals,
petroleum,phosphates and/or metals with respect to the Property.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
[SIGNATURE PAGE TO QUIT CLAIM DEED]
IN WITNESS WHEREOF, the Grantor has caused this Quit Claim Deed to be executed
the day and year first above written.
Witnesses: CITY OF MIAMI BEACH, FLORIDA,
a municipal cor " •
Sign Name: a?.
By:
Print Name: Ede_C. e trpehTe Dan Gelber, Mayor
Sign Name:-4416 ill,'
Print Name: /14/61u4 ,fury?
ATTEST:<"),d
APR 2 5 2022
/.
City Clerk •.. �;.,
STATE OF FLORIDA ) '' t�'n 'i��`
)SS: ?::.... ..;
COUNTY OF MIAMI-DADE )
The foregoing instrument js acknowledged before me, by means of[ ✓l physical presence
or[ 1 online notarization, this 2z day of April, 2022 by Dan Gelber,as Mayor of the City of Miami
Beach,a Florida municipal corporation on behalf of such municipal corporation,who [t/1 is personally
known to me or[ 1 has produced 0"14` as identification.
IL
NOTARY SIGNATURE
Print or Stamp Name: _ r r
Notary Public,State of Florida =' � MY COMMISSION#GG 921672
Commission No.: ' ;Ai EXPIRES:December 1,2023
My Commission Expires: ", c BondedThniNotaryPubiicUnderwriGis
APPROVED AS TO
FORM&LANGUAGE
911MCROtbiar-- olain.
City Attorney # Date
EXHIBIT A
(Block 500 Legal Description- attached)
A-3
This instrument was prepared by:
Name: Rafael Paz, Esq.
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 made
this day of April,2022,by TCH 500 Alton, LLC,a Delaware limited liability company, having an address of
3310 Mary Street, Coconut Grove Florida 33133 ("500 Alton") in favor of the City of Miami Beach, a Florida
municipal corporation(the"City").
RECITALS
A. The predecessor property owner to 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"), which Easement Agreement attaches the legal
description that is attached to this Termination Agreement as Exhibit A.
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 finalized 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.
Error!Unknown document property name.
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
Termination 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
shall be binding upon the parties and their respective successors and assigns.
2
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.
TCH 500 Alton, LLC, a Delaware limited liability
company
Print Name: By:
Name:David Martin
Title: Authorized Signatory
Print Name:
Print Name: By:
Name:Russell Galbut
Title: Authorized Signatory
Print Name:
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence
or Q online notarization this day of April, 2022, by David Martin,an Authorized Signatory of
TCH 500 Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is Q
personally known to me or 0 has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
4
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence
or Q online notarization this day of April, 2022, by Russell Galbut, an Authorized Signatory
of TCH 500 Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is Q
personally known to me or ❑ has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public,State of Florida
My Commission expires:
5
APP VED
NINO\
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Pl W r rks1);e'r Da
APPROVED AS TO
FORM&LANGUAGE
9310P4§0, - 0141
City Attorney Date
Witnesses: CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation
Sign Name:
By:
Print Name: ErrL cotrpevl r Dan Gelber, Mayor
Sign Name:
Print Name: f th& "layer--
ATTEST:
APR 2 6 2422
City Clerk
v4,itiJ;:
STATE OF FLORIDA
)SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was�(acknowledged before me, by means of I ✓l physical
presence or[ 1 online notarization,this Z2 day of April,2022 by Dan Gelber,as Mayor of the City of
Miami Beach, a Florida municipal corporation on behalf of such municipal corporation, who [✓1 is
personally known to me or[ 1 has produced t—,)l4 as identification.
C • -Z-"'et--0/1-` •
NOTARY SIGNATURE
Print or Stamp Name:
Notary Public, State of Flor#3;:'•"•"':` ;.: ROBERT F.ROSENWALD,JR.
Commission No.: °+; " 1.1 MY COMMISSION#GG 921672
=x ^�.o`= EXPIRES:December 7 2023
My Commission Expires: '•'4 • Notary Public underwrkers
EXHIBIT A
[attached)
This instrument was prepared by:
Name: Rafael Paz,Esq.
City Attorney
Address: City of Miami Beach
1700 Convention Center Drive,4"'Floor
Miami Beach,Florida 33139
EASEMENT AGREEMENT
(Pedestrian Pathway—500 Block)
THIS EASEMENT AGREEMENT(the"Agreement"),is made this day of April,2022, by
TCH 500 Alton, LLC, a Delaware limited liability company, having an address of 3310 Mary Street,
Coconut Grove Florida 33133 (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").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 in the location described on Exhibit"C"attached
hereto and incorporated herein by this reference during the hours of 11:00 PM through sunrise on every day
of the week.
3. Pedestrian Bridge Platform. The Owner and the City hereby acknowledge and agree that
the City intends (but is not obligated) to design and construct a pedestrian bridge over and across West
Avenue and 5th Street(such pedestrian bridge,together with all related improvements,are referred to herein
PAGE 2
collectively as the "Pedestrian Bridge"). The Pedestrian Bridge will be designed and constructed in
accordance with the terms of the "First Amendment to Development Agreement" recorded in Official
Records Book 32326, Page 279 of the Public Records of Miami-Dade County, Florida and the"Second
Amendment to Development Agreement" recorded in Official Records Book 32286, Page 4378 of the
Public Records of Miami-Dade County, Florida. The Owner hereby agrees to construct the "Future
Pedestrian Bridge Platform"(as defined in the Development Agreement)at the[southern end]of the Easement
Area (the "Pedestrian Bridge Platform") in the location described on Exhibit "D" attached hereto and
incorporated herein by this reference and 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. 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,
representations,warranties,statements,agreements and understandings made by or on behalf of the parties,
whether oral or written, are merged herein. Nothing contained herein is intended to modify or amend the
rights or obligations of the parties pursuant to the First Amendment to Development Agreement or the
Second Amendment to Development Agreement.
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.
PAGE 3
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: TCH 500 Alton,LLC
a Delaware limited liability company
3310 Mary Street,
Coconut Grove Florida 33133
Attn: David Martin
With a copy to: Park on Fifth, LLC
c/o Crescent Heights
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: Jonathan Newberg
If to the City: City of Miami Beach
PAGE 4
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.
[Signatures on following pages]
APPROVED
1sa71a' f 27, �22
"ublic 1 orizk.ector ate
APPROVED AS TO
FORM&LANGUAGE
AWE O`1zZj22.
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 April,2022,in its name by its proper officials.
TCH 500 Alton, LLC, a Delaware limited
liability company
Print Name: By:
Name: David Martin
Title: Authorized Signatory
Print Name:
Print Name: By:
Name: Russell Galbut
Title: Authorized Signatory
Print Name:
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of 0 physical presence or El
online notarization this day of April, 2022, by David Martin, an Authorized Signatory of TCH 500
Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is El personally known
to me or 0 has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
PAGE 7
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence or Q
online notarization this day of April, 2022, by Russell Galbut, an Authorized Signatory of TCH 500
Alton,LLC, a Delaware limited liability company, on behalf of the Company.He is RI personally known
to me or❑has produced as identification.
(SEAL) •
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
JOINDER BY MORTGAGEE
The undersigned,being the owner and holder of that certain Consolidated,Amended and Restated
Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing (Note A),
given by TCH 500 Alton, LLC, a Delaware limited liability company, in favor of ATHENE
ANNUITY AND LIFE COMPANY, JACKSON NATIONAL LIFE INSURANCE COMPANY,
ATHORA LUX INVEST NL—CRE DIRECT LENDING FUND,APOLLO TR COMMERCIAL
REAL ESTATE DEBT LLC,MERCER QIF FUND PLC.,AP KENT CREDIT MASTER FUND,
L.P. (collectively, "Lender"), dated as of March 23, 2021, and recorded April 8, 2021 in Official
Records Book 32437, at Page 2816, in the Public Records of Miami-Dade County, Florida, as
affected by that certain Partial Release of Lien and Security Instruments and that certain Mortgage
Modification and Spreader Agreement dated on or about even date herewith (collectively,
"Mortgage"), covering all or a portion of the property described in the foregoing Easement
Agreement(Pedestrian Pathway—500 Block)("Easement Agreement"),hereby acknowledges and
agrees that the lien and effect of the Mortgage shall be subject and subordinate to the terms of said
Easement Agreement.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
[Signature pages follow]
Signed, sealed and delivered in LENDER:
the presence of:
ATHENE ANNUITY AND LIFE COMPANY
Name: By: Apollo Insurance Solutions Group LP, its
investment adviser
Name: By: Apollo Global Real Estate Management,
L.P., its sub-adviser
By: Apollo Global Real Estate Management
GP,LLC, its General Partner
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization, this day of , 2022, by , the
of Apollo Global Real Estate Management GP, LLC, General Partner of
Apollo Global Real Estate Management, L.P., sub-advisor of Apollo Insurance Solutions Group
LP,investment advisor of ATHENE ANNUITY AND LIFE COMPANY,on behalf of said entity,
who [] is personally known to me or [] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(Pedestrian Pathway—500 Block)
Signed, sealed and delivered in JACKSON NATIONAL LIFE INSURANCE
the presence of: COMPANY
By: Apollo Insurance Solutions Group LP, its
Name: investment adviser
By: Apollo Global Real Estate Management,
Name: L.P.,its sub-adviser
By: Apollo Global Real Estate Management
GP, LLC,its General Partner
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or [ ]
online notarization, this day of , 2022,by , the
of Apollo Global Real Estate Management GP, LLC, General Partner of
Apollo Global Real Estate Management, L.P., sub-advisor of Apollo Insurance Solutions Group
LP, investment advisor of JACKSON NATIONAL LIFE INSURANCE COMPANY, on behalf
of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(Pedestrian Pathway—500 Block-)
Signed, sealed and delivered in APOLLO MANAGEMENT INTERNATIONAL
the presence of: LLP, acting in its capacity as investment manager of
Mercer QIF Fund PLC — Mercer Multi-Asset Credit
Fund
Name:
By: AMI(Holdings), LLC, its member
Name: By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization,this_day of , 2022,by , the
of AMI (Holdings), LLC, member of APOLLO MANAGEMENT
INTERNATIONAL LLP, acting in its capacity as investment manager of Mercer QIF Fund PLC
—Mercer Multi-Asset Credit Fund,on behalf of said entity,who [] is personally known to me or
[] has produced as identification.
(Notary Seal]
Notary Public
Printed Name: .
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(Pedestrian Pathway—500 Block)
Signed, sealed and delivered in APOLLO TR COMMERCIAL REAL ESTATE
the presence of: DEBT LLC
By: Apollo Total Return Management LLC, its
Name: manager
By: Apollo Total Return Enhanced Management
Name: LLC, its manager
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or [ ]
online notarization,this day of , 2022,by , the
of Apollo Total Return Enhanced Management LLC, manager of Apollo
Total Return Management LLC, manager of APOLLO TR COMMERCIAL REAL ESTATE
DEBT LLC, on behalf of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(Pedestrian Pathway—500 Block)
Signed, sealed and delivered in ATHORA LUX INVEST NL, a reserved alternative
the presence of: investment fund in the form of a Luxembourg special
limited partnership (societe en commandite speciale),
acting in respect of its compartment,Athora Lux
Name: Invest NL- CRE Direct Lending Fund, acting
through its managing general partner Athora Lux
Invest Management and represented by its delegate
Name: portfolio manager,Apollo Management International
LLP
By: Apollo Management International LLP,its
portfolio manager
By: AMI (Holdings), LLC, its member
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or [ ]
online notarization, this day of , 2022,by , the
of AMI (Holdings), LLC, member of Apollo Management International
LLP, portfolio manager of ATHORA LUX INVEST NL, on behalf of said entity, who [ ] is
personally known to me or [ ] has produced as
identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(Pedestrian Pathway—500 Block)
Signed, sealed and delivered in AP KENT CREDIT MASTER FUND, L.P.
the presence of:
By: AP Kent Management, LLC, its investment
manager
Name:
By:
Name: Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization,this day of , 2022,by , the
of AP Kent Management, LLC, investment manager of AP KENT
CREDIT MASTER FUND, L.P., on behalf of said entity, who [ ] is personally known to me or
[ ] has produced as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(Pedestrian Pathway—500 Block)
JOINDER BY MORTGAGEE
The undersigned, being the owner and holder of that certain Mortgage, Security
Agreement, Assignment of Leases and Rents and Fixture Filing (Note B), given by BREDS IV
LOAN HOLDINGS, L.L.C., a Delaware limited liability company("Lender"), dated as of March
23,2021, and recorded April 8, 2021 in Official Records Book 32437, at Page 2892, in the Public
Records of Miami-Dade County, Florida, as affected by that certain Partial Release of Lien and
Security Instruments and that certain Mortgage Modification and Spreader Agreement dated on or
about even date herewith (collectively, "Mortgage"), covering all or a portion of the property
described in the foregoing Easement Agreement (Pedestrian Pathway — 500 Block) ("Easement
Agreement"), hereby acknowledges and agrees that the lien and effect of the Mortgage shall be
subject and subordinate to the terms of said Easement Agreement.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
[Signature page follows]
Signed,sealed and delivered in LENDER:
the presence of:
BREDS IV LOAN HOLDINGS, L.L.C., a Delaware
limited liability company
Name:
By:
Name:
Name: Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or [ ]
online notarization, this day of , 2022,by , the
of BREDS IV LOAN HOLDINGS, L.L.C., a Delaware limited liability
company, on behalf of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
Signature Page—Joinder by Mortgagee(Note B)to Easement Agreement(Pedestrian Pathway—500 Block)
Exhibit A
Legal Description of Property
Exhibit B
Legal Description of Easement Area
EXHIBIT C
Location of Permitted Gated Area
EXHIBIT D
Location of Pedestrian Bridge Platform
ASSIGNMENT OF CONSTRUCTION AGREEMENTS
FOR VALUE RECEIVED, the undersigned TCH 500 ALTON, LLC, a Delaware limited
liability company ("Developer"), as of this day of April, 2022 (the "Effective Date")
assigns to THE CITY OF MIAMI BEACH, FLORIDA, a municipal corporation duly organized
and existing under the laws of the State of Florida (the "City"), pursuant to that certain
Development Agreement by and between the City and Developer dated as of January 9, 2019,
which Development Agreement is recorded in Official Records Book 31323, Page 2781 in and
of the Public Records of Miami-Dade County, Florida, as assigned to TCH 500 Alton, LLC,
pursuant to that certain Assignment and Assumption of Development Agreement dated as of
September 27, 2019 and recorded in Official Records Book 31627, Pages 1177-1182 in and of
the Public Records of Miami-Dade County, Florida, and as amended by the First Amendment to
Development Agreement, dated as of December 18, 2019 and recorded February 2, 2021 in
Official Records Book 32326, Page 279 and Second Amendment to Development Agreement
recorded January 13, 2021 in Official Records Book 32286, Page 4378, of the Public Records of
Miami-Dade County, Florida (as amended, collectively, the "Development Agreement"), all of
Developer's right, title and interest under all existing and future general contractor's agreements,
architect's agreements, engineers' agreements, or any other agreements for the provision of
labor, materials, services or supplies, as amended, between Developer and any other person or
entity (collectively, the "Construction Agreements") relating to the construction of the Park
Project, as defined and described in the Development Agreement. The Construction Agreements
include, but are not limited to, that certain Construction Contract between Developer and ANF
Group, Inc., a Florida corporation ("Contractor") dated July 20, 2020, as amended, and that
certain Agreement for Professional Design Services between Developer and Arquitectonica
International Corporation, a Florida corporation ("Architect"), dated November 1, 2018, as
amended.
THIS ASSIGNMENT OF CONSTRUCTION AGREEMENTS ("Assignment") constitutes a
present and absolute assignment to the City as of the Effective Date; provided, however, that for
so long as no Park Related Default (as defined in the Development Agreement) has occurred
under the Development Agreement and until the earlier of (i) termination of the Development
Agreement, (ii) City's exercise of its remedy for a Park Related Default as provided in the
Development Agreement, or (iii) final completion of the Park Project ("Final Completion"), the
City grants Developer a license to use all Construction Agreements for completion of the Park
Project in accordance with the Development Agreement. Upon the occurrence of (a) a Park
Related Default under the Development Agreement, or (b) the termination of the Development
Agreement, or (c) Final Completion, the City may, in the City's sole discretion, give notice to
any of Contractor, Architect, and/or any other party to a Construction Agreement of the City's
intent to enforce the rights of Developer under the applicable Construction Agreement and may
initiate or participate in any legal proceedings respecting the enforcement of said rights.
Developer acknowledges that solely by accepting this Assignment, the City does not assume any
of Developer's obligations under the Construction Agreements.
Developer represents and warrants to the City, as of the Effective Date, that (a) all Construction
Agreements entered into by Developer are in full force and effect and are enforceable in all
material respects in accordance with their terms and no default, or event which would constitute
a default after notice or the passage of time, or both, exists with respect to any of the
Construction Agreements, (b) all copies of the Construction Agreements delivered to the City are
true, complete and correct as of the date of this Assignment, and (c) except for assignments that
are no longer in effect, Developer has not assigned any of Developer's rights under the
Construction Agreements other than to the City. Developer shall deliver to the City true,
complete and correct copies of all Construction Agreements entered into after the date hereof,
promptly upon execution thereof.
Developer agrees (a) to pay and perform all obligations of Developer under the Construction
Agreements, (b) to enforce the full and prompt performance of all obligations of any other
person or entity under the Construction Agreements, (c) except as otherwise may be permitted
under the Development Agreement, not to materially modify the existing Construction
Agreements nor to enter into any future Construction Agreements without the City's prior
written approval, which will not be unreasonably withheld, and (d) not to further assign, for
security or any other purposes, Developer's rights under the Construction Agreements without
the City's prior written consent.
Unless otherwise defined herein, capitalized terms used in this Assignment shall have the
meanings attributed to such terms in the Development Agreement. This Assignment shall be
governed by, and construed and enforced in accordance with the laws of the State of Florida,
without regard to conflicts of laws. Except as otherwise expressly provided under the terms and
conditions herein, the terms of this Assignment shall bind and inure to the benefit of the heirs,
executors, administrators, nominees, successors and assigns of the parties hereto. All exhibits,
schedules, riders and other items attached hereto are incorporated into this Assignment by such
attachment for all purposes.
To facilitate execution, this Assignment may be executed in as many counterparts as may be
convenient or required. It shall not be necessary that the signature and acknowledgment of, or on
behalf of, each party, or that the signature and acknowledgment of all parties required to bind
any party, appear on each counterpart. All counterparts shall collectively constitute a single
instrument. This Assignment may be transmitted and/or signed by facsimile or e-mail
transmission (e.g., "pdf' or"tif'). The effectiveness of any such documents and signatures shall
have the same force and effect as manually-signed originals and shall be binding on all parties to
this Assignment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, Developer intending to be legally bound has executed this
Assignment as of the date first written above.
DEVELOPER:
TCH 500 ALTON, LLC,
a Delaware limited liability company
By:
Name: David P. Martin
Title: Authorized Signatory
By:
Name: Russell Galbut
Title: Authorized Signatory
CONSENT
THIS CONSENT ("Consent") is made by ANF Group, Inc., a Florida corporation
("Contractor"), this day of April, 2022, to and for the benefit of THE CITY OF MIAMI
BEACH, FLORIDA, a municipal corporation duly organized and existing under the laws of the
State of Florida (the "City"), with agreement by TCH 500 Alton, LLC, a Delaware limited
liability company ("Developer").
Contractor and Developer have entered into that certain Construction Contract dated July 20,
2020 (the "Construction Agreement"), providing for construction of the Park Project, as defined
in that certain to Development Agreement by and between the City and Developer dated as of
January 9, 2019, which Development Agreement is recorded in Official Records Book 31323,
Page 2781 in and of the Public Records of Miami-Dade County, Florida, as assigned to TCH 500
Alton, LLC, pursuant to that certain Assignment and Assumption of Development Agreement
dated as of September 27, 2019 and recorded in Official Records Book 31627, Pages 1177-1182
in and of the Public Records of Miami-Dade County, Florida, and as amended by the First
Amendment to Development Agreement, dated as of December 18, 2019 and recorded February
2, 2021 in Official Records Book 32326, Page 279 and Second Amendment to Development
Agreement recorded January 13, 2021 in Official Records Book 32286, Page 4378, of the Public
Records of Miami-Dade County, Florida (as amended, collectively, the "Development
Agreement").
Developer has assigned the Construction Agreement to the City pursuant to the Assignment of
Construction Agreements(the"Assignment") to which this Consent is attached.
The City has required, as a condition of the Development Agreement, as amended, that
Contractor execute this Consent. NOW THEREFORE,Contractor agrees as follows:
1. Contractor represents and warrants to the City, that the Construction Agreement is
• in full force and effect and is enforceable in all material respects in accordance with its terms and
no default, or event.which would constitute a default after notice or the passage of time, or both,
exists with respect to the Construction Agreement.
2. Contractor agrees that if, at any time, the City elects to undertake or cause the
completion of construction of the Park Project in accordance with the Construction Agreement
and gives Contractor written notice of such election (an "Election Notice"), then, so long as the
City assumes and performs the payment obligations of Developer under the Construction
Agreement accruing from and after the date of the Election Notice, then Contractor shall
continue to perform its obligations under the Construction Agreement in accordance with the
terms thereof for the benefit and account of the City in the same manner as if performed for the
benefit of account of Developer in the absence of the Assignment. Unless and until the City
expressly assumes the obligations of Developer under the Construction Agreement (and then
only to the extent the same arise from and after such assumption), the City shall not be a party to
. the Construction Agreement and will in no way be responsible to any party for any claims of any
nature whatsoever arising or which may arise in connection with the Construction Agreement.
3. Contractor further agrees that, in the event of a breach by Developer of the
Construction Agreement, Contractor will give written notice to the City at the address shown
below its signature of such breach. Unless and until the City expressly assumes the obligations
of Developer under the Construction Agreement(and then only to the extent the same arise from
and after such assumption), the City shall not be a party to the Construction Agreement and will
in no way be responsible to any party for any claims of any nature whatsoever arising or which
may arise in connection with the Construction Agreement.
4. Contractor further agrees that Contractor shall not enter into any amendment to
the Construction Agreement in violation of the terms of the Development Agreement.
5.
a. Contractor agrees, notwithstanding anything to the contrary contained herein, that
upon an event of default by Developer resulting in a termination of the Development Agreement,
or City's exercise of its remedy for a Park Related Default as provided in the Development
Agreement, until and unless the City gives Contractor an Election Notice, the Construction
Agreement may be terminated for any or no reason at the election of the City and the City shall
not be responsible to any party for any claims of any nature whatsoever arising or which may
arise in connection with the Construction Agreement.
b. Additionally, if requested by the City in writing, Contractor will continue as the
general contractor for construction of the Park Project for up to thirty (30) days after such
termination or City's exercise of its remedy for a Park Related Default under the Development
Agreement (the "Transition Period") on the same terms and conditions as set forth in the
Construction Agreement, provided that Contractor is paid by the City in accordance the
Construction Agreement for all work, labor and materials rendered pursuant to the Construction
Agreement performed during the Transition Period; and
c. Subject to Contractor's receipt of the payments prescribed by Section 5.b. above,
Contractor will engage in reasonable, good faith efforts to cooperate with any other general
contractor selected by the City in order to assure a smooth transition, including, without
limitation, delivering to the City or its designee copies of all project records in Contractor's
possession or control that Developer is entitled to obtain under the terms of the Construction
Agreement.
6. Nothing in this Consent shall supersede or modify any provisions of the
Construction Agreement as between Developer and Contractor. By its joinder in the execution
of this Consent, Developer agrees that any action by Contractor in accordance with the terms
hereof shall not constitute a violation by Contractor of any term of the Construction Agreement
or of any obligation Contractor has or may have to Developer. For instance, in the event the City
terminates the Construction Agreement as provided in Section 5 hereof, Developer shall remain
liable for all amounts due Contractor in accordance with the applicable termination provisions of
the Construction Agreement.
7. This Consent shall be governed by, and construed and enforced in accordance
with, the laws of the State of Florida.
8. EACH OF THE UNDERSIGNED PARTIES HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY, AFTER OPPORTUNITY FOR
CONSULTATION WITH INDEPENDENT COUNSEL,WAIVES ITS RIGHT TO TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS OR OBLIGATIONS UNDER OR ARISING IN CONNECTION WITH THIS
CONSENT.
9. Contractor warrants and represents that it has no knowledge of any prior
assignment(s) of any interest in the Construction Agreement that remains in effect.
10. To facilitate execution, this Consent may be executed in as many counterparts as
may be convenient or required. It shall not be necessary that the signature and acknowledgment
of,or on behalf of, each party, or that the signature and acknowledgment of all parties required to
bind any party, appear on each counterpart. All counterparts shall collectively constitute a single
instrument. This Consent may be transmitted and/or signed by facsimile or e-mail transmission
(e.g., "pdf' or "tif'). The effectiveness of any such documents and signatures shall have the
same force and effect as manually-signed originals and shall be binding on all parties to this
Consent.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, Contractor intending to be legally bound has executed this
Consent as of the date first written above.
CONTRACTOR:
ANF Group, Inc, a Florida corporation
By:
Name:
Title:
Contractor's Address:
2700 Davie Road
Davie, Florida 33314
DEVELOPER:
TCH 500 ALTON, LLC,
a Delaware limited liability company
By:
Name: David Martin
Title: Authorized Signatory
By:
Name: Russell Galbut
Title: Authorized Signatory
Developer's Address:
3310 Mary Street
Suite 302
Miami,Florida 33133
CITY:
CITY OF MIAMI BEACH
a Florida munici al corporation
By:
Dan Gelber, Mayor
ATTEST: �022
APR 2
By: [SEAL] r
City Clerl
APPROVED AS TO
FORM&LANGUAGE `P`..... •••&
l Z2�zZ N 2 �NppRP pRATED) *
$yAttorney /
Date -
City's Address: / .....T
City of Miami Beach, City Hall ?�
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: City Manager
With a copy to:
City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach,Florida 33139
Attention: City Attorney
[City Acknowledgment to 500 Alton/GC Consent]
This instrument prepared by or under the supervision of
(and after recording should be returned to):
Name: Laura Gangemi Vignola,Esq.
Address:Gangemi Law Group,PLLC
3310 Mary Street,Suite 303
Miami,Florida 33133
QUIT CLAIM DEED
(6th Street)
THIS QUIT CLAIM DEED,made and executed this day of April,2022,by CITY OF
MIAMI BEACH, a Florida municipal corporation,whose mailing address is 1700 Convention Center
Drive, 4`h Floor, Miami Beach, Florida 33139 ("Grantor") to TCH 500 ALTON, LLC, a Delaware
limited liability company,whose mailing address is 3310 Mary Street, Suite 302, Coconut Grove, FL
33133 ("Grantee"). Whenever used herein, the terms "Grantor" and "Grantee" shall include
the parties to this instrument and their respective successors and assigns.
WITNES SETH:
THAT Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other
valuable consideration, the receipt and adequacy of which is hereby acknowledged, hereby remises,
releases and quit-claims unto Grantee, and Grantee's heirs, successors and assigns forever, any and
all of the right, title and interest which Grantor has in and to certain real property located in Miami-
Dade County, Florida ("Property") which is more particularly described on Exhibit "A" attached
hereto and by this reference made a part hereof.
TO HAVE AND TO HOLD unto Grantee and Grantee's heirs, successors and assigns in fee
simple forever any and all of the estate, right, title, interest, lien, equity and claim whatsoever of the
Grantor.
Grantor confirms it does not intend to and does not reserve any interests in minerals,
petroleum,phosphates and/or metals with respect to the Property.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
GLG 4866-8747-3425 v4
I
[SIGNATURE PAGE TO QUIT CLAIM DEED]
IN WITNESS WHEREOF, the Grantor has caused this Quit Claim Deed to be executed the day
and year first above written.
Witnesses: CITY OF MIAMI BEACH, FLORIDA,
a municipal cora a-. ion
Sign Name: Alli
By:
Print Name: Ec e (Qrpe er Dan Gelber, Mayor
Sign Name: / 1/teaL AllIA-
Print Name: /1 %& L& 7r
ATTEST: • ' rs'c.
7iAPR 2 5 2022 ,I;;. . ,
City Clerk
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument Vas acknowledged before me, by means of[ ✓1 physical presence
or [✓1 online notarization, this day of April, 2022 by Dan Gelber,as Mayor of the City of Miami
Beach, a Florida municipal corporation on behalf of such municipal corporation,who [✓ 1 is personally
known to me or[ 1 has produced .-'f 1\ as identification.
4- r_ 1 /1,.. ,
NOTARY SIGNATURE
Print or StampName: '" ROBERT F.ROSENWALD,JR.
Notary Publi State of F +;' a ' ICY COMMISSION#GO 921672
^ �`r,; EXPIRES:December 7,2023
Commission No.: p.c;.�P° AnncikdTEN Notary PublleUndnwitKn
My Commission Expire .— a
APPROVED AS TO
FORM&LANGUAGE
.94514:404_,— IPz
City Attorney Date
EXHIBIT A
(6t11 Street Legal Description- attached)
A-3
This instrument was prepared by:
Name: Rafael Paz, Esq.
City Attorney
Address: City of Miami Beach
1700 Convention Center Drive,4t1'Floor
Miami Beach, Florida 33139
EASEMENT AGREEMENT
(6'' Street Easement).
THIS EASEMENT AGREEMENT (the "Agreement") is made this day of April,
2022,by TCH 500 Alton, LLC, a Delaware limited liability company,having an address of 3310
Mary Street, Coconut Grove Florida 33133 (the"Owner") in favor of the City of Miami Beach, a
Florida municipal corporation(the"City").
WITNESS ETH:
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
rir: A o_onop_mnt..a
PAGE 2
•
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.
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
PAGE 3
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 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.
PAGE 4
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: TCH 500 Alton, LLC
a Delaware Limited Company
3310 Mary Street,
Coconut Grove Florida 33133
Attn: David Martin
With a copy to: Park on Fifth, LLC
do Crescent Heights
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: Jonathan Newberg
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
PAGE 5
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.
[Signatures on following pages]
APPROVED
ubli, Works 13' ector ate
APPROVED AS TO
FORM&LANGUAGE
- di9ZZ
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 April,2022, in its name by its proper officials.
TCH 500 Alton, LLC, a Delaware limited liability
company
Print Name: By:
Name: David Martin
Title: Authorized Signatory
Print Name:
Print Name: By:
Name: Russell Galbut
Title: Authorized Signatory
Print Name:
STATE OF FLORIDA )
)SS
COUNTY"OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence
or Q online notarization this day of April, 2022, by David Martin, an Authorized Signatory of
TCH 500 Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is Q
personally known to me or ❑ has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public,State of Florida
My Commission expires:
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of 0 physical presence
or 0 online notarization this day of April, 2022, by Russell Galbut, an Authorized Signatory
of TCH 500 Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is 0
personally known to me or 0 has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public,State of Florida
My Commission expires:
8
JOINDER BY MORTGAGEE
The undersigned,being the owner and holder of that certain Consolidated,Amended and Restated
Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing (Note A),
given by TCH 500 Alton, LLC, a Delaware limited liability company, in favor of ATHENE
ANNUITY AND LIFE COMPANY, JACKSON NATIONAL LIFE INSURANCE COMPANY,
ATHORA LUX INVEST NL—CRE DIRECT LENDING FUND,APOLLO TR COMMERCIAL
REAL ESTATE DEBT LLC,MERCER QIF FUND PLC.,AP KENT CREDIT MASTER FUND,
L.P. (collectively, "Lender"), dated as of March 23, 2021, and recorded April 8, 2021 in Official
Records Book 32437, at Page 2816, in the Public Records of Miami-Dade County, Florida, as
affected by that certain Partial Release of Lien and Security Instruments and that certain Mortgage
Modification and Spreader Agreement dated on or about even date herewith (collectively,
"Mortgage"), covering all or a portion of the property described in the foregoing Easement
Agreement(6th Street Easement) ("Easement Agreement"),hereby acknowledges and agrees that
the lien and effect of the Mortgage shall be subject and subordinate to the terms of said Easement
Agreement.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
[Signature pages follow]
Signed, sealed and delivered in LENDER:
the presence of:
ATHENE ANNUITY AND LIFE COMPANY
Name: By: Apollo Insurance Solutions Group LP, its
investment adviser
Name: By: Apollo Global Real Estate Management,
L.P., its sub-adviser
By: Apollo Global Real Estate Management
GP, LLC, its General Partner
By:
Name: _
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical presence or []
online notarization,this day of , 2022,by , the
of Apollo Global Real Estate Management GP, LLC, General Partner of
Apollo Global Real Estate Management, L.P., sub-advisor of Apollo Insurance Solutions Group
LP, investment advisor of ATHENE ANNUITY AND LIFE COMPANY,on behalf of said entity,
who [] is personally known to me or [] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(6`h Street Easement)
Signed, sealed and delivered in JACKSON NATIONAL LIFE INSURANCE
the presence of: COMPANY
By: Apollo Insurance Solutions Group LP, its
Name: investment adviser
By: Apollo Global Real Estate Management,
Name: L.P.,its sub-adviser
By: Apollo Global Real Estate Management
GP,LLC, its General Partner
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or [ ]
online notarization, this day of ,2022,by , the
of Apollo Global Real Estate Management GP, LLC, General Partner of
Apollo Global Real Estate Management, L.P., sub-advisor of Apollo Insurance Solutions Group
LP, investment advisor of JACKSON NATIONAL LIFE INSURANCE COMPANY, on behalf
of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(6`h Street Easement)
Signed, sealed and delivered in APOLLO MANAGEMENT INTERNATIONAL
the presence of: LLP, acting in its capacity as investment manager of
Mercer QIF Fund PLC — Mercer Multi-Asset Credit
Fund
Name:
By: AMI (Holdings), LLC,its member
Name: By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization, this_day of , 2022, by , the
of AMI (Holdings), LLC, member of APOLLO MANAGEMENT
INTERNATIONAL LLP, acting in its capacity as investment manager of Mercer QIF Fund PLC
—Mercer Multi-Asset Credit Fund,on behalf of said entity,who [] is personally known to me or
[ ] has produced as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(6th Street Easement)
Signed, sealed and delivered in APOLLO TR COMMERCIAL REAL ESTATE
the presence of: DEBT LLC
By: Apollo Total Return Management LLC,its
Name: manager
By: Apollo Total Return Enhanced Management
Name: LLC, its manager
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization,this day of ,2022, by , the
of Apollo Total Return Enhanced Management LLC, manager of Apollo
Total Return Management LLC, manager of APOLLO TR COMMERCIAL REAL ESTATE
DEBT LLC, on behalf of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(6`''Street Easement)
Signed, sealed and delivered in ATHORA LUX INVEST NL, a reserved alternative
the presence of: investment fund in the form of a Luxembourg special
limited partnership (societe en commandite speciale),
acting in respect of its compartment, Athora Lux
Name: Invest NL- CRE Direct Lending Fund, acting
through its managing general partner Athora Lux
Invest Management and represented by its delegate
Name: portfolio manager, Apollo Management International
LLP
By: Apollo Management International LLP, its
portfolio manager
By: AMI(Holdings), LLC, its member
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical presence or []
online notarization,this day of ,2022, by , the
of AMI (Holdings), LLC, member of Apollo Management International
LLP, portfolio manager of ATHORA LUX INVEST NL, on behalf of said entity, who [ ] is
personally known to me or [ ] has produced as
identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(6`r'Street Easement)
Signed, sealed and delivered in AP KENT CREDIT MASTER FUND, L.P.
the presence of:
By: AP Kent Management, LLC, its investment
manager •
Name:
By:
Name: Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or [ ]
online notarization, this day of , 2022,by , the
of AP Kent Management, LLC, investment manager of AP KENT
CREDIT MASTER FUND, L.P., on behalf of said entity, who [ ] is personally known to me or
[] has produced as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(6'h Street Easement)
JOINDER BY MORTGAGEE
The undersigned, being the owner and holder of that certain Mortgage, Security
Agreement, Assignment of Leases and Rents and Fixture Filing (Note B), given by BREDS IV
LOAN HOLDINGS, L.L.C., a Delaware limited liability company("Lender"), dated as of March
23,2021,and recorded April 8,2021 in Official Records Book 32437, at Page 2892,in the Public
Records of Miami-Dade County, Florida, as affected by that certain Partial Release of Lien and
Security Instruments and that certain Mortgage Modification and Spreader Agreement dated on or
about even date herewith (collectively, "Mortgage"), covering all or a portion of the property
described in the foregoing Easement Agreement (6th Street Easement) ("Easement Agreement"),
hereby acknowledges and agrees that the lien and effect of the Mortgage shall be subject and
subordinate to the terms of said Easement Agreement.
IN WITNESS WHEREOF, these presents have been executed this day of
,2022.
[Signature page follows]
Signed, sealed and delivered in LENDER:
the presence of:
BREDS IV LOAN HOLDINGS, L.L.C., a Delaware
limited liability company
Name:
By:
Name:
Name: Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ]
online notarization, this day of , 2022, by , the
of BREDS IV LOAN HOLDINGS, L.L.C., a Delaware limited liability
company, on behalf of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
Signature Page—Joinder by Mortgagee(Note B)to Easement Agreement(6's'Street Easement)
Exhibit A
Legal Description of Property
Exhibit B
Legal Description of Easement Area
This instrument prepared by:
Name: Graham Penn, Esq.
Address: Bercow Radell Fernandez Larkin &Tapanes, PLLC
200 S. Biscayne Boulevard, Suite 300
Miami, FL 33131
(Space Reserved for Clerk)
DECLARATION OF RESTRICTIVE COVENANTS
IN LIEU OF UNITY OF TITLE
KNOW ALL BY THESE PRESENTS that TCH ALTON, LLC, a Delaware limited liability company (the
"Owner") hereby makes, declares, and imposes on the land herein described,the following covenants
that will run with the title to the land,which shall be binding on the Owner,its heirs,successors,assigns,
personal representatives, mortgagees and lessees, and against all persons claiming by, through or
under any of them;
WITNESSETH:
WHEREAS, the Owner holds 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, 500 Alton Road Ventures, LLC, 1220 Sixth, LLC,South Beach Heights I, LLC and KGM
Equities, LLC(collectively, "Prior Owner") and the City of Miami Beach,a Florida municipal corporation
(the "City"), entered into that certain Development Agreement dated January 9, 2019, recorded in
Official Records Book 31323, at Page 2781 of the Public Records of Miami-Dade County, Florida, as
assigned by Prior Owner to Owner by Assignment and Assumption of Development Agreement
recorded in Office Records Book 31627, Page 1177 of the Public Records of Miami-Dade County,
Florida, as amended by the First Amendment to Development Agreement, dated December 18, 2019,
recorded in Official Records Book 32326, at Page 279 of the Public Records of Miami-Dade County,
Florida, and by the Second Amendment to Development Agreement dated March 17, 2020, recorded
in Official Records Book 32286, at Page 4378 of the Public Records of Miami-Dade County, Florida,
(collectively, the "Development Agreement"); and
WHEREAS,on the Owner obtained approvals of the City's Design Review Board (DRB)under File
No. DRB18-0354 as recorded in Official Records Book 31454, at Page 1895 of the Public Records of
Miami-Dade County, Florida and File No. DRB18-062 as recorded in Official Records Book 31454, at
Page 2137 of the Public Records of Miami-Dade County, Florida; and
WHEREAS, on the Owner obtained approval of the City's Planning Board under File No. PB18-
0251 as recorded in Official Records Book 31454, at Page 1527 of the Public Records of Miami-Dade
County, Florida; and
Error!Unknown document property name.
Declaration of Restrictive Covenants in Lieu of Unity of Title
Page 2 of 10
WHEREAS, the Owner 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 intends to dedicate portions of
the Property to the City for public park purposes; 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 Owner hereby agrees as follows:
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 then owner(s) 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 then owner(s) 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; (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; (c) the City
shall not be required to obtain any consent, approval or document from any owner with respect to any
proposed modification (including any subsequent zoning application) relating to the "Park Site" (as
hereinafter defined); and (d) this Declaration of Restrictive Covenants in Lieu of Unity of Title (the
Folio Nos.:02-4204-006-0010,02-4203-001-0100,02-4203-001-0280,02-4203-001-0161,02-4203-001-0170,02-4203-001-
0180,02-4203-001-0190,02-4203-001-0201,02-4203-001-0200,02-4203-001-0210,02-4203-001-0220
2
Declaration of Restrictive Covenants in Lieu of Unity of Title
Page 3 of 10
"Declaration")shall not create any additional obligations for the Owner (or its successors and/or
assigns)to obtain any consent, approval or document from the City, other than the written consent of
the Director as required herein, with respect to any proposed modification (including any subsequent
zoning application) relating to the "Development Site" (as hereinafter defined). Nothing contained in
the preceding sentence shall relieve the Owner (and its successors and assigns) from the obligation to
obtain any approvals or authorizations from the City required by law or any other instrument or
agreement apart from this Declaration.
2. If the Property is developed in phases,then each phase will be developed in substantial
accordance with the approved site plan for the Property.
3. In the event the Owner shall convey any portion of the Property to any person or entity
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. Owner further agrees that it will
not convey portions of the Property to any other person or entity unless and until the Owner 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,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:
(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;
Folio Nos.:02-4204-006-0010,02-4203-001-0100,02-4203-001-0280,02-4203-001-0161,02-4203-001-0170,02-4203-001-
0180,02-4203-001-0190,02-4203-001-0201,02-4203-001-0200,02-4203-001-0210,02-4203-001-0220
3
Declaration of Restrictive Covenants in Lieu of Unity of Title
Page 4 of 10
(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 grant road rights-of-way 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, reservation and agreement 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, reservation and agreement provisions shall not be
amended without prior written approval of the City Attorney. In addition,these easement, reservation
and agreement 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.
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 Owner
hereby acknowledges and agrees 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)), 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) with
Folio Nos.:02-4204-006-0010,02-4203-001-0100,02-4203-001-0280,02-4203-001-0161,02-4203-001-0170,02-4203-001-
0180,02-4203-001-0190,02-4203-001-0201,02-4203-001-0200,02-4203-001-0210,02-4203-001-0220
4
Declaration of Restrictive Covenants in Lieu of Unity of Title
Page 5 of 10
any architectural projections thereof complying 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, 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 ratio areas.
(c) The uses permitted on the Development Site shall have a maximum of: (i) 410
residential 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 residential
units, whichever is less, consisting of"Amenity Guest Apartment Units" available for use (on a daily,
weekly or monthly basis) only by the owners, tenants and/or residents of the multi-family residential
tower in which such residential units are located and the relatives, guests and invitees of such owners,
tenants 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); and (ii) 15,000 square feet of retail uses. Except
with respect to the Amenity Guest Apartment Units (which may be rented, leased, used and/or
occupied on a daily, weekly or monthly basis), any agreements for the rental, lease, sub-lease, use or
occupancy of residential units within the Development Site for periods of less than six (6) months and
one (1) day shall be expressly prohibited with respect to (xi) all residential units that are part of a
condominium form of ownership and owned by person or entities other than the "Developer" of the
condominium (which may be the Owner), and (xii) ninety percent (90%) of the residential units owned
by the Developer of the condominium (which may be the Owner); provided, however, any agreements
for the rental, lease, sub-lease, use or occupancy with respect to ten percent (10%) of the residential
units owned by the Developer of the condominium (which may be the Owner)for periods of less than
thirty (30) days shall be expressly prohibited. If any of the residential units in the multi-family
residential tower are developed and sold as a condominium, then the limitations set forth in this
subparagraph 4(c) shall be expressly incorporated in the Declaration of Condominium to which such
residential units are subjected.
(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.
Folio Nos.:02-4204-006-0010,02-4203-001-0100,02-4203-001-0280,02-4203-001-0161,02-4203-001-0170,02-4203-001-
0180,02-4203-001-0190,02-4203-001-0201,02-4203-001-0200,02-4203-001-0210,02-4203-001-0220
5
Declaration of Restrictive Covenants in Lieu of Unity of Title
Page 6 of 10
(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).
(g) With respect to the ten percent (10%) of the residential units owned by the
Developer of the condominium (which may be the Owner)that may be rented, leased,sub-leased,used
and/or occupied for periods of thirty (30) days or more in accordance with subparagraph 4(c) of this
Agreement,the Developer of the condominium shall provide the City Manager (or the City Manager's
designee)with a list of such residential units on a monthly basis. If requested by the City,the Developer
of the condominium shall make available to the City Manager (or the City Manager's designee) for
inspection such other documentation reasonably sufficient to permit the City to verify compliance with
the rental restrictions set forth in subsection 4(c) and (g) of this Agreement.
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
Folio Nos.:02-4204-006-0010,02-4203-001-0100,02-4203-001-0280,02-4203-001-0161,02-4203-001-0170,02-4203-001-
0180,02-4203-001-0190,02-4203-001-0201,02-4203-001-0200,02-4203-001-0210,02-4203-001-0220
6
Declaration of Restrictive Covenants in Lieu of Unity of Title
Page 7 of 10
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.
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
Owner's 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]
Folio Nos.:02-4204-006-0010,02-4203-001-0100,02-4203-001-0280,02-4203-001-0161,02-4203-001-0170,02-4203-001-
0180,02-4203-001-0190,02-4203-001-0201,02-4203-001-0200,02-4203-001-0210,02-4203-001-0220
7
Declaration of Restrictive Covenants in Lieu of Unity of Title
Page 8 of 10
IN WITNESS WHEREOF, the Owner has caused these presents to be signed, sealed executed and
acknowledged on day of April, 2022, in its name by its proper officials.
TCH 500 Alton, LLC, a Delaware limited liability
company
Print Name: By:
Name: David Martin
Title: Authorized Signatory
Print Name:
Print Name: By: •
Name: Russell Galbut
Title: Authorized Signatory
Print Name:
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence or C1
online notarization this day of April, 2022, by David Martin, an Authorized Signatory of TCH 500
Alton, LLC, a Delaware limited liability company,on behalf of the Company. He is tEl personally known
to me or❑ has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
Folio Nos.: 02-4204-006-0010,02-4203-001-0100,02-4203-001-0280,02-4203-001-0161,02-4203-001-0170,02-4203-001-
0180,02-4203-001-0190,02-4203-001-0201,02-4203-001-0200,02-4203-001-0210,02-4203-001-0220
8
Declaration of Restrictive Covenants in Lieu of Unity of Title
Page 9 of 10
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence or
online notarization this day of April, 2022, by Russell Galbut, an Authorized Signatory of TCH 500
Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is Q personally known
to me or❑ has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
Folio Nos.:02-4204-006-0010,02-4203-001-0100,02-4203-001-0280,02-4203-001-0161,02-4203-001-0170,02-4203-001-
0180,02-4203-001-0190,02-4203-001-0201,02-4203-001-0200,02-4203-001-0210,02-4203-001-0220
9
Declaration of Restrictive Covenants in Lieu of Unity of Title
Page 10 of 10
Approved: Approved as to form&language&for
4 �/ execution:
2Y—2°2 7- OIM__QijAp__ __.+14 CNin
Director of Planni Date City Attorney Date
•
Folio Nos.:02-4204-006-0010,02-4203-001-0100,02-4203-001-0280,02-4203-001-0161,02-4203-001-0170,02-4203-001-
0180,02-4203-001-0190,02-4203-001-0201,02-4203-001-0200,02-4203-001-0210,02-4203-001-0220
10
Declaration of Restrictive Covenants in Lieu of Unity of Title
Page 11 of 10
EXHIBIT A—OVERALL PROPERTY
•
Folio Nos.:02-4204-006-0010,02-4203-001-0100,02-4203-001-0280,02-4203-001-0161,02-4203-001-0170,02-4203-001-
0180,02-4203-001-0190,02-4203-001-0201,02-4203-001-0200,02-4203-001-0210,02-4203-001-0220
11
Declaration of Restrictive Covenants in Lieu of Unity of Title
Page 12 of 10
EXHIBIT B—DEVELOPMENT SITE
Folio Nos.:02-4204-006-0010,02-4203-001-0100,02-4203-001-0280,02-4203-001-0161,02-4203-001-0170,02-4203-001-
0180,02-4203-001-0190,02-4203-001-0201,02-4203-001-0200, 02-4203-001-0210,02-4203-001-0220
12
Declaration of Restrictive Covenants in Lieu of Unity of Title
Page 13 of 10
EXHIBIT C—PARK SITE
Folio Nos.:02-4204-006-0010,02-4203-001-0100,02-4203-001-0280,02-4203-001-0161,02-4203-001-0170,02-4203-001-
0180,02-4203-001-0190,02-4203-001-0201,02-4203-001-0200,02-4203-001-0210,02-4203-001-0220
13
This instrument was prepared by: •
Name: Rafael Paz, Esq. •
City Attorney
Address: City of Miami Beach
1700 Convention Center Drive,4th Floor
Miami Beach,Florida 33139
GRANT OF EASEMENT AND AGREEMENT
THIS GRANT OF EASEMENT AND AGREEMENT (this "Easement") is made this_day of
April,2022,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
TCH 500 Alton, LLC, a Delaware limited liability company having an address of 3310 Mary Street,
Coconut Grove Florida 33133 (the"Developer").
WITNESSETH:
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,the Developer 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
"Development Parcel"),and
WHEREAS, 500 Alton Road Ventures, LLC, 1220 Sixth,LLC, South Beach Heights I, LLC and
KGM Equities, LLC (collectively, "Prior Owner") and the City entered into that certain Development
Agreement dated January 9, 2019,recorded in Official Records Book 31323, at Page 2781 of the Public
Records of Miami-Dade County, Florida, as assigned by Prior Owner to Developer by Assignment and
Assumption of Development Agreement recorded in Office Records Book 31627,Page 1177 of the Public
Records of Miami-Dade County,Florida,as amended by the First Amendment to Development Agreement,
dated December 18,2019,recorded in Official Records Book 32326,at Page 279 of the Public Records of
Miami-Dade County,Florida,and by the Second Amendment to Development Agreement dated March 17,
2020, recorded in Official Records Book 32286, at Page 4378 of the Public Records of Miami-Dade
County, Florida, (collectively, 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"), pursuant to which the Developer 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 Developer a non-exclusive,irrevocable,temporary
easement over the Park Parcel for access to complete all remediation work on the Park Parcel, including
without limitation the work described in the Soil Management Plan dated January 22, 2020, and obtain
environmental regulatory closure for the Park Parcel, and construct and complete all remaining
Error!Unknown document property name.
improvements for the Park Project pursuant to and in accordance with the Development Agreement
(collectively,the"Park Work");
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 Developer and its 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 Park Work pursuant to and in accordance with the Development Agreement.
(b) This Easement and the rights granted herein will terminate upon the completion
of the Park Work pursuant to and in accordance with the Development Agreement (the "Termination
Date"). 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 Developer shall remove all vehicles, equipment and materials from the
Park Parcel prior to the Termination Date.
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 Developer 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 Developer 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 Developer 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 Developer.
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 Developer or the City pursuant to this Easement shall be
in writing and addressed as follows:
If to Developer: TCH 500 Alton,LLC
a Delaware Limited Company
3310 Mary Street,
Coconut Grove Florida 33133
Attn: David Martin
With a copy to: Park on Fifth,LLC
do Crescent Heights
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: Jonathan Newberg
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)
APPROVED
%` 4
\miNmA. pj-2orrii
. Warr ctor Dat
APPROVED AS TO
FORM&LANGUAGE
City Attorney Date
IN WITNESS WHEREOF, the undersigned have caused this Easement to be executed by
execution of this instrument as of this day of April,2022.
Witnesses: CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation
Sign Name: By:
• Dan Gelber, Mayor
Print Name: r1G Carperrlet�
Sign Name: /14e"14(4r
Print Name:/Gh UlGl���
ATTEST:
APR 2 5 7077
City Clerk
4...•'taT.9•
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument wwis acknowledged before me, by means of[ ✓1 physical presence
or[ 1 online notarization, this jt1- day of April,2022 by Dan Gelber,as Mayor of the City of Miami
Beach, a Florida municipal corporation on behalf of such municipal corporation,who [ v is personally
known to me or[ 1 has produced IP as identification.
NOTARY SIGNATURE
Print or StampName: ROBERT F.ROSENW JR'' MY COMMISSIONYGG 21672
Notary Public,State of Florica•:
���Al EXPIRES:December 7,2023
�stfew Commission No.: •. Bondenhtu Wary Public Und.nMtus
My Commission Expires: ' -
ACKNOWLEDGED AND ACCEPTED this day of April,2022 by Developer.
TCH 500 Alton, LLC, a Delaware limited liability
company
•
Print Name: By:
Name: David Martin
Title: Authorized Signatory
Print Name:
Print Name: By:
Name: Russell Galbut
Title: Authorized Signatory
Print Name:
STATE OF FLORIDA
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of D physical presence
or Q online notarization this day of April, 2022, by David Martin,an Authorized Signatory of
TCH 500 Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is Q
personally known to me or Cl has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
STATE OF FLORIDA
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence
or 0 online notarization this day of April, 2022, by Russell Galbut, an Authorized Signatory
of TCH 500 Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is 0
personally known to me or❑ has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
Exhibit"A"
Legal Description for Park Parcel
[see attached]
Exhibit"B"
Legal Description for the Developer Property
[see attached]
4856-1840-1286,v.3
This instrument was prepared by:
Name: Rafael Paz,Esq.
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 April,2022,by
TCH 500 Alton, LLC, a Delaware limited liability company, having an address of 3310 Mary Street,
Coconut Grove Florida 33133 (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"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").
(b) Subject to the rights reserved herein,the City hereby grants to(i)the Owner and its
lenders,contractors,subcontractors,agents, invitees,licensees,tenants,successors and assigns 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,
and (ii)the Owner and its lenders, contractors, subcontractors, agents, successors and assigns 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 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 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 Owner Improvements, including harmonizing the soil levels within the Access 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.
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, 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 Owner: TCH 500 Alton, LLC
a Delaware Limited Company
3310 Mary Street,
Coconut Grove Florida 33133
Attn: David Martin
With a copy to: Park on Fifth, LLC
c/o Crescent Heights
2200 Biscayne Boulevard
Miami, Florida 33137
Attn: Jonathan Newberg
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. 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.
[EXECUTION PAGES TO FOLLOW]
APPROVED
&\rib-J:
eor2.-
}•i' orks Di e, or D e
APPROVED AS TO
FORM&LANGUAGE
AIA\C-74kbt c I/2422-
City Attorney Date
[EXECUTION PAGES TO FOLLOW]
IN WITNESS WHEREOF,the Owner and the City have caused these presents to be signed, sealed
executed and acknowledged on day of April,2022,in their respective names by their proper
respective officials.
Witnesses: CITY OF MIAMI BEACH,FLORIDA,
air
a municipal corporal'
Sign Name: G
... By:
Print Name: L r-r C. l nn 0 rperri-e r Dan Gelber,Mayor
Sign Name:ad.#114alar----
I/
Print Name: /4% B€#yt v
ATTEST:
City Clerk
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me, by means of [ V1 physical ,
presence or [ 1 online notarization, this Tr- day of April, 2022 by Dan Gelber, as Mayor of
the City of Miami Beach,a Florida municipal corporation on behalf of such municipal corporation,
who [ 71 is personally known to me or [ 1 has produced r---iiAs as
identification.
(2-Ark T. (?.------1 it/t
NOTARY SIGNATURE
Print or Stamp Name:
Notary Public,State of Fl• •:vow.,, ROBERT F.ROSENWALD,JR.
Commission No.: ` '= MY COMMISSION It GG 921672
My Commission Expires: s��fir;Bonded u Nottary Public
Underwriters
*ri
TCH 500 Alton, LLC, a Delaware limited liability
company
Print Name: By:
Name: David Martin
Title: Authorized Signatory
Print Name:
Print Name: By:
Name: Russell Galbut
Title: Authorized Signatory
Print Name:
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence
or Q online notarization this day of April, 2022, by David Martin, an Authorized Signatory of
TCH 500 Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is l
personally known to me or ❑ has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence
or 2 online notarization this day of April, 2022, by Russell Galbut, an Authorized Signatory
of TCH 500 Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is El
personally known to me or❑ has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public,State of Florida
My Commission expires:
8
•
JOINDER BY MORTGAGEE
The undersigned,being the owner and holder of that certain Consolidated,Amended and Restated
Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing (Note A),
given by TCH 500 Alton, LLC, a Delaware limited liability company, in favor of ATHENE
ANNUITY AND LIFE COMPANY, JACKSON NATIONAL LIFE INSURANCE COMPANY,
ATHORA LUX INVEST NL—CRE DIRECT LENDING FUND,APOLLO TR COMMERCIAL
REAL ESTATE DEBT LLC,MERCER QIF FUND PLC.,AP KENT CREDIT MASTER FUND,
L.P. (collectively, "Lender"), dated as of March 23, 2021, and recorded April 8, 2021 in Official
Records Book 32437, at Page 2816, in the Public Records of Miami-Dade County, Florida, as
affected by that certain Partial Release of Lien and Security Instruments and that certain Mortgage
Modification and Spreader Agreement dated on or about even date herewith (collectively,
"Mortgage"), covering all or a portion of the property described in the foregoing Easement
Agreement (Floridian Parking Lot Access Easement) ("Easement Agreement"), hereby
acknowledges and agrees that the lien and effect of the Mortgage shall be subject and subordinate
to the terms of said Easement Agreement.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
[Signature pages follow]
Signed, sealed and delivered in LENDER:
the presence of:
ATHENE ANNUITY AND LIFE COMPANY
Name: By: Apollo Insurance Solutions Group LP,its
investment adviser
Name: By: Apollo Global Real Estate Management,
L.P.,its sub-adviser
By: Apollo Global Real Estate Management
GP,LLC, its General Partner
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or [ ]
online notarization,this day of , 2022, by , the
of Apollo Global Real Estate Management GP, LLC, General Partner of
Apollo Global Real Estate Management, L.P., sub-advisor of Apollo Insurance Solutions Group
LP,investment advisor of ATHENE ANNUITY AND LIFE COMPANY,on behalf of said entity,
who [] is personally known to me or [] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(Floridian Parking Lot Access Easement)
s.
Signed, sealed and delivered in JACKSON NATIONAL LIFE INSURANCE
the presence of: COMPANY
By: Apollo Insurance Solutions Group LP, its
Name: investment adviser
By: Apollo Global Real Estate Management,
Name: L.P.,its sub-adviser
By: Apollo Global Real Estate Management
GP, LLC, its General Partner
By:
Name: _
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization, this day of , 2022,by , the
of Apollo Global Real Estate Management GP, LLC, General Partner of
Apollo Global Real Estate Management, L.P., sub-advisor of Apollo Insurance Solutions Group
LP, investment advisor of JACKSON NATIONAL LIFE INSURANCE COMPANY, on behalf
of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(Floridian Parking Lot Access Easement)
Signed, sealed and delivered in APOLLO MANAGEMENT INTERNATIONAL
the presence of: LLP, acting in its capacity as investment manager of
Mercer QIF Fund PLC — Mercer Multi-Asset Credit
Fund
Name:
By: AMI (Holdings), LLC,its member
Name: By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization, this day of , 2022,by , the
of AMI (Holdings), LLC, member of APOLLO MANAGEMENT
INTERNATIONAL LLP,acting in its capacity as investment manager of Mercer QIF Fund PLC
—Mercer Multi-Asset Credit Fund,on behalf of said entity,who [] is personally known to me or
[] has produced as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(Floridian Parking Lot Access Easement)
Signed, sealed and delivered in APOLLO TR COMMERCIAL REAL ESTATE
the presence of: DEBT LLC
By: Apollo Total Return Management LLC, its
Name: manager
By: Apollo Total Return Enhanced Management
Name: LLC, its manager
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical presence or []
online notarization, this day of , 2022,by , the
of Apollo Total Return Enhanced Management LLC, manager of Apollo
Total Return Management LLC, manager of APOLLO TR COMMERCIAL REAL ESTATE
DEBT LLC, on behalf of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(Floridian Parking Lot Access Easement)
Signed, sealed and delivered in ATHORA LUX INVEST NL, a reserved alternative
the presence of: investment fund in the form of a Luxembourg special
limited partnership (societe en commandite speciale),
acting in respect of its compartment, Athora Lux
Name: Invest NL-CRE Direct Lending Fund, acting
through its managing general partner Athora Lux
Invest Management and represented by its delegate
Name: portfolio manager, Apollo Management International
LLP
By: Apollo Management International LLP, its
portfolio manager
By: AMI(Holdings), LLC, its member
By:
Name: _
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization,this day of ,2022,by , the
of AMI (Holdings), LLC, member of Apollo Management International
LLP, portfolio manager of ATHORA LUX INVEST NL, on behalf of said entity, who [ ] is
personally known to me or [ ] has produced as
identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(Floridian Parking Lot Access Easement)
Signed, sealed and delivered in AP KENT CREDIT MASTER FUND, L.P.
the presence of:
By: AP Kent Management, LLC, its investment
manager
Name:
By:
Name: Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ]
online notarization,this day of , 2022,by , the
of AP Kent Management, LLC, investment manager of AP KENT
CREDIT MASTER FUND, L.P., on behalf of said entity, who [] is personally known to me or
[] has produced as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(Floridian Parking Lot Access Easement)
JOINDER BY MORTGAGEE
The undersigned, being the owner and holder of that certain Mortgage, Security
Agreement, Assignment of Leases and Rents and Fixture Filing (Note B), given by BREDS IV
LOAN HOLDINGS, L.L.C., a Delaware limited liability company("Lender"), dated as of March
23, 2021, and recorded April 8,2021 in Official Records Book 32437, at Page 2892, in the Public
Records of Miami-Dade County, Florida, as affected by that certain Partial Release of Lien and
Security Instruments and that certain Mortgage Modification and Spreader Agreement dated on or
about even date herewith (collectively, "Mortgage"), covering all or a portion of the property
described in the foregoing Easement Agreement (Floridian Parking Lot Access Easement)
("Easement Agreement"),hereby acknowledges and agrees that the lien and effect of the Mortgage
shall be subject and subordinate to the terms of said Easement Agreement.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
[Signature page follows]
Signed, sealed and delivered in LENDER:
the presence of:
BREDS IV LOAN HOLDINGS, L.L.C., a Delaware
limited liability company
Name:
By:
Name:
Name: Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or [ ]
online notarization, this day of , 2022,by , the
of BREDS IV LOAN HOLDINGS, L.L.C., a Delaware limited liability
company, on behalf of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
Signature Page—Joinder by Mortgagee(Note B)to Easement Agreement(Floridian Parking Lot Access Easement)
Exhibit A
Legal Description of Property
Exhibit B
Legal Description of Easement Area
Exhibit C
Legal Description of Access Easement Area
Exhibit D
Legal Description of Park Property
This instrument was prepared by:
Name: Rafael Paz,Esq.
City Attorney
Address: City of Miami Beach
1700 Convention Center Drive,4th Floor
Miami Beach,Florida 33139
EASEMENT AGREEMENT
(56 Street Easement)
THIS EASEMENT AGREEMENT (the"Agreement") is made this day of April, 2022, by
TCH 500 Alton, LLC, a Delaware limited liability company, having an address of 3310 Mary Street,
Coconut Grove Florida 33133 (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: TCH 500 Alton, LLC
a Delaware Limited Company
3310 Mary Street,
PAGE 4
Coconut Grove Florida 33133
Attn: David Martin
With a copy to: Park on Fifth, LLC
do Crescent Heights
2200 Biscayne Boulevard
Miami, Florida 33137
Attn: Jonathan Newberg
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
b1iic �`� Sigv ector ate
u ai`• i
APPROVED AS TO
FORM&LANGUAGE
, 1Zz12z
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 April,2022, in its name by its proper officials.
TCH 500 Alton, LLC, a Delaware limited liability
company
Print Name: By:
Name: David Martin
Title: Authorized Signatory
Print Name:
Print Name: By:
Name: Russell Galbut
Title: Authorized Signatory
Print Name:
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence
or Q online notarization this day of April, 2022, by David Martin,an Authorized Signatory of
TCH 500 Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is Q
personally known to me or ❑ has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
PAGE 7
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence
or Q online notarization this day of April, 2022, by Russell Galbut, an Authorized Signatory
of TCH 500 Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is Q
personally known to me or❑ has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
JOINDER BY MORTGAGEE
The undersigned, being the owner and holder of that certain Consolidated, Amended and Restated
Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing (Note A),
given by TCH 500 Alton, LLC, a Delaware limited liability company, in favor of ATHENE
ANNUITY AND LIFE COMPANY, JACKSON NATIONAL LIFE INSURANCE COMPANY,
ATHORA LUX INVEST NL—CRE DIRECT LENDING FUND,APOLLO TR COMMERCIAL
REAL ESTATE DEBT LLC,MERCER QIF FUND PLC.,AP KENT CREDIT MASTER FUND,
L.P. (collectively, "Lender"), dated as of March 23, 2021, and recorded April 8, 2021 in Official
Records Book 32437, at Page 2816, in the Public Records of Miami-Dade County, Florida, as
affected by that certain Partial Release of Lien and Security Instruments and that certain Mortgage
Modification and Spreader Agreement dated on or about even date herewith (collectively,
"Mortgage"), covering all or a portion of the property described in the foregoing Easement
Agreement (5th Street Easement) ("Easement Agreement"), hereby acknowledges and agrees that
the lien and effect of the Mortgage shall be subject and subordinate to the terms of said Easement
Agreement.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
[Signature pages follow]
Signed, sealed and delivered in LENDER:
the presence of:
ATHENE ANNUITY AND LIFE COMPANY
Name: By: Apollo Insurance Solutions Group LP, its
investment adviser
Name: By: Apollo Global Real Estate Management,
L.P., its sub-adviser
By: Apollo Global Real Estate Management
GP, LLC, its General Partner
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or [ ]
online notarization, this day of , 2022, by , the
of Apollo Global Real Estate Management GP, LLC, General Partner of
Apollo Global Real Estate Management, L.P., sub-advisor of Apollo Insurance Solutions Group
LP,investment advisor of ATHENE ANNUITY AND LIFE COMPANY,on behalf of said entity,
who [] is personally known to me or [] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(5th Street Easement)
Signed, sealed and delivered in JACKSON NATIONAL LIFE INSURANCE
the presence of: COMPANY
By: Apollo Insurance Solutions Group LP, its
Name: investment adviser
By: Apollo Global Real Estate Management,
Name: L.P., its sub-adviser
By: Apollo Global Real Estate Management
GP, LLC,its General Partner
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization, this day of , 2022,by , the
of Apollo Global Real Estate Management GP, LLC, General Partner of
Apollo Global Real Estate Management, L.P.,-sub-advisor of Apollo Insurance Solutions Group
LP, investment advisor of JACKSON NATIONAL LIFE INSURANCE COMPANY, on behalf
of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page-Joinder by Mortgagee(Note A)to Easement Agreement(5th Street Easement)
Signed, sealed and delivered in APOLLO MANAGEMENT INTERNATIONAL
the presence of: LLP, acting in its capacity as investment manager of
Mercer QIF Fund PLC — Mercer Multi-Asset Credit
Fund
Name:
By: AMI (Holdings), LLC, its member
Name: By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization, this day of , 2022,by , the
of AMI (Holdings), LLC, member of APOLLO MANAGEMENT
INTERNATIONAL LLP, acting in its capacity as investment manager of Mercer QIF Fund PLC
—Mercer Multi-Asset Credit Fund,on behalf of said entity,who [] is personally known to me or
[ ] has produced as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page-Joinder by Mortgagee(Note A)to Easement Agreement(5th Street Easement)
Signed, sealed and delivered in APOLLO TR COMMERCIAL REAL ESTATE
the presence of: DEBT LLC
By: Apollo Total Return Management LLC,its
Name: manager
By: Apollo Total Return Enhanced Management
Name: LLC, its manager
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization,this day of , 2022, by , the
of Apollo Total Return Enhanced Management LLC, manager of Apollo
Total Return Management LLC, manager of APOLLO TR COMMERCIAL REAL ESTATE
DEBT LLC, on behalf of said entity, who [ ] is personally known to me or [ ] has produced
•
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(.5th Street Easement)
Signed, sealed and delivered in ATHORA LUX INVEST NL, a reserved alternative
the presence of: investment fund in the form of a Luxembourg special
limited partnership (societe en commandite speciale),
acting in respect of its compartment, Athora Lux
Name: Invest NL-CRE Direct Lending Fund, acting
through its managing general partner Athora Lux
Invest Management and represented by its delegate
Name: portfolio manager,Apollo Management International
LLP
By: Apollo Management International LLP, its
portfolio manager
By: AMI (Holdings), LLC, its member
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical presence or []
online notarization, this day of , 2022,by , the
of AMI (Holdings), LLC, member of Apollo Management International
LLP, portfolio manager of ATHORA LUX INVEST NL, on behalf of said entity, who [ ] is
personally known to me or [ ] has produced as
identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(5hu1 Street Easement)
Signed, sealed and delivered in AP KENT CREDIT MASTER FUND, L.P.
the presence of:
By: AP Kent Management, LLC, its investment
manager
Name:
By:
Name: Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ]
online notarization,this day of , 2022,by , the
of AP Kent Management, LLC, investment manager of AP KENT
CREDIT MASTER FUND, L.P., on behalf of said entity, who [ ] is personally known to me or
[ ] has produced as identification.
[Natal);Seal]
Notary Public
Printed Name:
My Commission Expires:
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(5th Street Easement)
JOINDER BY MORTGAGEE
The undersigned, being the owner and holder of that certain Mortgage, Security
Agreement, Assignment of Leases and Rents and Fixture Filing (Note B), given by BREDS IV
LOAN HOLDINGS, L.L.C., a Delaware limited liability company("Lender"), dated as of March
23,2021, and recorded April 8, 2021 in Official Records Book 32437, at Page 2892,in the Public
Records of Miami-Dade County, Florida, as affected by that certain Partial Release of Lien and
Security Instruments and that certain Mortgage Modification and Spreader Agreement dated on or
about even date herewith (collectively, "Mortgage"), covering all or a portion of the property
described in the foregoing Easement Agreement(5th Street Easement) ("Easement Agreement"),
hereby acknowledges and agrees that the lien and effect of the Mortgage shall be subject and
subordinate to the terms of said Easement Agreement.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
[Signature page follows]
Signed, sealed and delivered in LENDER:
the presence of:
BREDS IV LOAN HOLDINGS, L.L.C., a Delaware
limited liability company
Name:
By:
Name:
Name: Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical presence or []
online notarization, this day of , 2022,by , the
of BREDS IV LOAN HOLDINGS, L.L.C., a Delaware limited liability
company, on behalf of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
Signature Page—Joinder by Mortgagee(Note B)to Easement Agreement(5111 Street Easement)
Exhibit A
Legal Description of Property
Exhibit B
Legal Description of Easement Area
TITLE AFFIDAVIT
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
BEFORE ME, the undersigned authority, personally appeared the undersigned Ricardo J. Dopico
("Affiant"), solely in his capacity as the First Assistant City Attorney of the CITY OF MIAMI BEACH, a
Florida municipal corporation (the "Owner"), and not individually, who being first duly sworn upon oath,
deposes and says:
1. The Owner is the owner of that certain property more particularly described as follows(the
"Property"):
See Exhibit A attached hereto and made a part hereof.
2. To Affiant's knowledge, without inquiry other than review of the Commitment (as defined
below),the Property is free and clear of all recorded and unrecorded liens,taxes,encumbrances and claims
of every kind, nature and description whatsoever, except for the lien of real estate taxes for current year
and subsequent years, and those matters described in the Title Commitment issued by Chicago Title
Insurance Company(the"Title Company") under order#10274901 (the"Commitment")with an effective
date of March 29, 2022, at 11:00 p.m. (the"Effective Date").
3. To Affiant's knowledge, all charges for all labor, materials or services (if any) provided to
or on behalf of the Owner with respect to the Property for which a lien could be claimed against the Property
pursuant to the Florida Mechanic's Lien Law (Chapter 713, Florida Statutes) were furnished, completed
and in place not less than ninety (90) days prior to the date of this affidavit and all charges for any such
labor,materials or services whenever furnished have been paid in full except for charges for labor,materials
or services being provided for work under those certain Notices of Commencement described in the Title
Commitment(collectively, the"NOC"). By acceptance of this affidavit, each of the Title Company and 500
Alton(as defined below)acknowledges and agrees that the City expressly disclaims and is not responsible
for any losses, liabilities, claims, demands, costs or expenses pursuant to the NOC, all of which shall be
borne by 500 Alton.
4. The Owner has exclusive possession of the Property and there are no other parties in
possession of the Property or with a right to possession of the Property except for TCH 500 Alton, LLC
("500 Alton").
5. To Affiant's knowledge,there has been no change in title to the Property from and after the
Effective Date, and there are no matters pending which could give rise to a lien that would attach to the
Property except in connection with the NOC. Further, the Owner has not executed, and will not execute,
any instrument that would adversely affect title to the Property.
6. This Affidavit has been executed and delivered to induce the Title Company to issue
owner's and loan policies of title insurance with respect to the Property.
7. Affiant is familiar with the nature of an oath;and with the penalties as provided by the laws
of the State aforesaid for falsely swearing to statements made in an instrument of this nature. Affiant has
read,or has heard read, the full facts of this Affidavit, and understand its contents.
8. Affiant is of legal age, under no legal disability and Affiant and Owner has never been
known by any name other than that shown above.
[SIGNATURE PAGE FOLLOWS]
Error!Unknown document property name.
Ricardo J. Dopico, solely in his capacity as First
Assistant City Attorney of CITY OF MIAMI
BEACH, a Florida municipal corporation, and not
individually
The foregoing instrument was acknoledged before me by means of [ ✓] physical
presence or [ ] online notarization, this22 day of April, 2022 by Ricardo J. Dopico, solely in
his capacity as First Assistant City Attorney of CITY OF MIAMI BEACH, a Florida municipal
corporation, on behalf of such corporation. He is [I/ ] personally known to me or [ ]
produced as identification. 1244-
Notary:
[NOTARIAL SEAL] Print Name:�‘', ; `?.‘ ✓
NOTARY PUBLIC, STATE OF FLORIDA
My commission expires C2/ '71 t-
ROBERT F.ROSENWALD,JR.
MY COMMISSION tk GO 321672
EXPIRES:December 7,2023
'''4:Fft; •'•' Banded'Nu Notary Mk Undentlte s
Exhibit A
Legal Description
(6th Street—attached)
4864-8741-0964,v.5
A-1
This instrument was prepared by:
Name: Rafael Paz,Esq.
City Attorney
Address: City of Miami Beach
1700 Convention Center Drive,4t''Floor
Miami Beach,Florida 33139
EASEMENT AGREEMENT
(West Avenue Sidewalk Easement)
THIS EASEMENT AGREEMENT(the"Agreement") is made this day of April, 2022, by
TCH 500 Alton, LLC, a Delaware limited liability company, having an address of 3310 Mary Street,
Coconut Grove Florida 33133 (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 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
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,
PAGE 2
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.
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: TCH 500 Alton, LLC
a Delaware Limited Company
3310 Mary Street,
Coconut Grove Florida 33133
Attn: David Martin
PAGE 4
With a copy to: Park on Fifth, LLC
c/o Crescent Heights
2200 Biscayne Boulevard
Miami,Florida 33137
Attn: Jonathan Newberg
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.
APP'OVED
►� ��� i22d4C7J
b1 corks •i ector ate
APPROVED AS TO
FORM &LANGUAGE
i ca1z1zz,
.3i+�lCity 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 April,2022, in its name by its proper officials.
TCH 500 Alton, LLC, a Delaware limited liability
company
Print Name: By:
Name: David Martin
Title: Authorized Signatory
Print Name:
Print Name: By:
Name: Russell Galbut
Title: Authorized Signatory
Print Name:
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence
or IZ online notarization this day of April,2022, by David Martin,an Authorized Signatory of
TCH 500 Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is 0
personally known to me or Cl has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public,State of Florida
My Commission expires:
PAGE 7
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of❑ physical presence
or Q online notarization this day of April, 2022, by Russell Galbut, an Authorized Signatory
of TCH 500 Alton, LLC, a Delaware limited liability company, on behalf of the Company. He is l
personally known to me or ❑ has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
JOINDER BY MORTGAGEE
The undersigned,being the owner and holder of that certain Consolidated, Amended and Restated
Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing (Note A),
given by TCH 500 Alton, LLC, a Delaware limited liability company, in favor of ATHENE
ANNUITY AND LIFE COMPANY, JACKSON NATIONAL LIFE INSURANCE COMPANY,
ATHORA LUX INVEST NL—CRE DIRECT LENDING FUND,APOLLO TR COMMERCIAL
REAL ESTATE DEBT LLC,MERCER QIF FUND PLC.,AP KENT CREDIT MASTER FUND,
L.P. (collectively, "Lender"), dated as of March 23, 2021, and recorded April 8, 2021 in Official
Records Book 32437, at Page 2816, in the Public Records of Miami-Dade County, Florida, as
affected by that certain Partial Release of Lien and Security Instruments and that certain Mortgage
Modification and Spreader Agreement dated on or about even date herewith (collectively,
"Mortgage"), covering all or a portion of the property described in the foregoing Easement
Agreement (West Avenue Sidewalk Easement) ("Easement Agreement"), hereby acknowledges
and agrees that the lien and effect of the Mortgage shall be subject and subordinate to the terms of
said Easement Agreement.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
[Signature pages follow]
Signed, sealed and delivered in LENDER:
the presence of:
ATHENE ANNUITY AND LIFE COMPANY
Name: By: Apollo Insurance Solutions Group LP, its
investment adviser
Name: By: Apollo Global Real Estate Management,
L.P.,its sub-adviser
By: Apollo Global Real Estate Management
GP, LLC, its General Partner
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical presence or []
online notarization, this day of ,2022,by , the
of Apollo Global Real Estate Management GP, LLC, General Partner of
Apollo Global Real Estate Management, L.P., sub-advisor of Apollo Insurance Solutions Group
LP,investment advisor of ATHENE ANNUITY AND LIFE COMPANY,on behalf of said entity,
who [] is personally known to me or [] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
•
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(West Avenue Sidewalk Easement)
Signed, sealed and delivered in JACKSON NATIONAL LIFE INSURANCE
the presence of: COMPANY
By: Apollo Insurance Solutions Group LP, its
Name: investment adviser
By: Apollo Global Real Estate Management,
Name: L.P., its sub-adviser
By: Apollo Global Real Estate Management
GP, LLC, its General Partner
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization,this day of , 2022,by , the
of Apollo Global Real Estate Management GP, LLC, General Partner of
Apollo Global Real Estate Management, L.P., sub-advisor of Apollo Insurance Solutions Group
LP, investment advisor of JACKSON NATIONAL LIFE INSURANCE COMPANY, on behalf
of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(West Avenue Sidewalk Easement)
Signed, sealed and delivered in APOLLO MANAGEMENT INTERNATIONAL
the presence of: LLP, acting in its capacity as investment manager of
Mercer QIF Fund PLC — Mercer Multi-Asset Credit
Fund
Name:
By: AMI (Holdings), LLC, its member
Name: By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ]
online notarization, this day of , 2022,by , the
of AMI (Holdings), LLC, member of APOLLO MANAGEMENT
INTERNATIONAL LLP, acting in its capacity as investment manager of Mercer QIF Fund PLC
—Mercer Multi-Asset Credit Fund,on behalf of said entity,who [] is personally known to me or
[] has produced as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(West Avenue Sidewalk Easement)
Signed, sealed and delivered in APOLLO TR COMMERCIAL REAL ESTATE
the presence of: DEBT LLC
By: Apollo Total Return Management LLC, its
Name: _ manager
By: Apollo Total Return Enhanced Management
Name: LLC, its manager
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or [ ]
online notarization, this day of , 2022, by , the
of Apollo Total Return Enhanced Management LLC, manager of Apollo
Total Return Management LLC, manager of APOLLO TR COMMERCIAL REAL ESTATE
DEBT LLC, on behalf of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(West Avenue Sidewalk Easement)
Signed, sealed and delivered in ATHORA LUX INVEST NL, a reserved alternative
the presence of: investment fund in the form of a Luxembourg special
limited partnership(societe en commandite speciale),
acting in respect of its compartment,Athora Lux
Name: Invest NL- CRE Direct Lending Fund, acting
through its managing general partner Athora Lux
Invest Management and represented by its delegate
Name: portfolio manager, Apollo Management International
LLP
By: Apollo Management International LLP, its
portfolio manager
By: AMI (Holdings), LLC, its member
By:
Name:
Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization,this day of , 2022,by , the
of AMI (Holdings), LLC, member of Apollo Management International
LLP, portfolio manager of ATHORA LUX INVEST NL, on behalf of said entity, who [ ] is
personally known to me or [ ] has produced as
identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(West Avenue Sidewalk Easement)
Signed, sealed and delivered in AP KENT CREDIT MASTER FUND, L.P.
the presence of:
By: AP Kent Management,LLC, its investment
manager
Name:
By:
Name: Name:
Title:
. STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [] physical presence or []
online notarization,this day of , 2022,by , the
of AP Kent Management, LLC, investment manager of AP KENT
CREDIT MASTER FUND, L.P., on behalf of said entity, who [ ] is personally known to me or
[] has produced as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
Signature Page—Joinder by Mortgagee(Note A)to Easement Agreement(West Avenue Sidewalk Easement)
JOINDER BY MORTGAGEE
The undersigned, being the owner and holder of that certain Mortgage, Security
Agreement, Assignment of Leases and Rents and Fixture Filing (Note B), given by BREDS IV
LOAN HOLDINGS, L.L.C., a Delaware limited liability company("Lender"), dated as of March
23, 2021, and recorded April 8,2021 in Official Records Book 32437, at Page 2892, in the Public
Records of Miami-Dade County, Florida, as affected by that certain Partial Release of Lien and
Security Instruments and that certain Mortgage Modification and Spreader Agreement dated on or
about even date herewith (collectively, "Mortgage"), covering all or a portion of the property
described in the foregoing Easement Agreement (West Avenue Sidewalk Easement) ("Easement
Agreement"), hereby acknowledges and agrees that the lien and effect of the Mortgage shall be
subject and subordinate to the terms of said Easement Agreement.
IN WITNESS WHEREOF, these presents have been executed this day of
,2022.
[Signature page follows]
Signed, sealed and delivered in LENDER:
the presence of:
BREDS IV LOAN HOLDINGS, L.L.C., a Delaware
limited liability company
Name:
By:
Name:
Name: Title:
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ]
online notarization, this day of , 2022,by , the
of BREDS IV LOAN HOLDINGS, L.L.C., a Delaware limited liability
company, on behalf of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
Signature Page—Joinder by Mortgagee(Note B)to Easement Agreement(West Avenue Sidewalk Easement)
Exhibit A
Legal Description of Property
Exhibit B
Legal Description of Easement Area
This instrument was prepared by:
Graham Penn, Esq.
Bercow Radell Fernandez Larkin
&Tapanes, PLLC
200 S. Biscayne Blvd., Ste. 300
Miami, FL 33131
(Space reserved for Clerk)
AMENDED AND RESTATED COVENANT IN LIEU OF UNITY OF TITLE FOR PARKING
WHEREAS, the undersigned are the respective owners (the "Owners") of fee simple
title to certain lands in Miami Beach, Florida (the "City");
WHEREAS, the Floridian Condominium Association, Inc., a Florida not-for-profit
corporation (the "Floridian"), is the owner of the common elements of the "Floridian
Condominium" the address of which is 650 West Avenue, Miami Beach, Florida and is
legally described on Exhibit "A" (the "Floridian Property") and
WHEREAS, TCH 500 Alton, LLC, a Delaware limited liability company ("TCH 500
Alton"), is the owner of the Amended Parking Property, which is legally described at
Exhibit "B" (the "Amended Parking Property"); and
WHEREAS, the predecessors in interest to the Floridian and TCH 500 Alton entered
into the Covenant in Lieu of Unity of Title recorded at Official Records Book 17710, Page
3928 and the Covenant in Lieu of Unity of Title recorded at Official Records Book 21893,
Page 232, of the Public Records of Miami-Dade County, Florida (collectively the "Parking
Covenants"); and
WHEREAS, the Parking Covenants collectively provide that the Floridian would be
provided with seventy-six (76) surface parking spaces on land owned by the predecessor
in interest to TCH 500 Alton;
GLG 4893-9248-8986 v6
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 2
WHEREAS, the spaces were reserved for the exclusive use of the Floridian to allow
the Floridian to meet its parking requirements under the terms of the City of Miami
Beach's Land Development Regulations ("LDRs"); and
WHEREAS, the Floridian and TCH 500 Alton desire to amend and restate the
Parking Covenants with this Amended and Restated Covenant in Lieu of Unity of Title for
Parking (the "Amended Covenant") in order to reflect that the parking spaces will be
located on the Amended Parking Property; and
NOW THEREFORE, in consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Owners
hereby freely, voluntarily and without duress covenant and agree as follows:
1. The Covenant in Lieu of Unity of Title recorded at Official Records Book 17710,
Page 3928 and the Covenant in Lieu of Unity of Title recorded at Official Records
Book 21893, Page 232, of the Public Records of Miami-Dade County, Florida are
hereby amended and replaced in their entirety with this Amended Covenant.
2. The Amended Covenant hereunder on the part of the Owners shall constitute a
covenant running with the land on the Floridian Property and the Amended
Parking Property and will be recorded, at Owners' expense, in the public records of
Miami-Dade County, Florida, and shall remain in full force and effect and be
binding upon the successors and assigns of the respective parties hereto, until such
time as the same is released in writing as hereinafter provided.
3. TCH 500 Alton Owner has made available to the Floridian, for the benefit of the
Floridian Property, seventy-six (76) standard parking spaces on the Amended
Parking Property so that the Floridian Property will have sufficient parking available
to be in compliance with the LDRs.
4. Any party entitled to utilize the parking spaces referenced in Paragraph 3 above,
by virtue of tenancy or ownership in the Floridian Property, shall also be entitled
to reasonable vehicular and pedestrian ingress and egress to and from the parking
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 3
and the public street abutting the Amended Parking Property.
5. As a further part of this Amended Covenant, it is hereby understood and agreed
that any official inspector of the City of Miami Beach, or its agents duly authorized,
may have the privilege at any reasonable time of entering and investigating the
use of the Parking Property to determine whether or not the requirements of the
building and zoning regulations and the conditions herein agreed to are being
complied with.
6. The provisions of this Amended Covenant 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 accordance with the provisions of paragraph 7
below.
7. The provisions of this Amended Covenant may be released, amended, or modified
from time to time by recorded instrument executed by the then owner or owners
of both of the Properties,with joinders by any mortgagees, provided that the same
is also approved by the Planning Director of the City of Miami Beach, or his or her
successor, or a City board if such has jurisdiction of the matter at the time of the
request, which approval shall be granted only under the following circumstances:
A. Due to a change of law applicable to the Floridian Property, or a
change in the uses on the Floridian Property, such that the full
number of spaces as specified in this Amended Covenant are no
longer required for compliance with the City's LDRs; or,
B. The required parking specified herein is provided elsewhere in
compliance with the City's LDRs and the provisions hereof; or
C. The required parking is satisfied by participation in the City's Fee in
Lieu of Parking program, to the extent same is available.
8. Should this Amended Covenant be released, amended, terminated or modified in
accordance with paragraph 7 hereof, the Planning Director, or his or her successor,
shall forthwith execute a written instrument effectuating and acknowledging such
modification, amendment or release.
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 4
9. Enforcement shall be by action against any parties or persons violating or
attempting to violate any of these covenants. The prevailing party in any action or
suit arising out of or pertaining to this Amended Covenant shall be entitled to
recover, in addition to costs and disbursements allowed by law, such sum as the
Court may determine to be reasonable for the services of its attorney. This
enforcement provision is in addition to any other remedy at law, in equity or both.
10. Invalidation of any one of these covenants, by judgment of Court, in no way shall
affect any of the other provisions, which shall remain in full force and effect. 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. The Floridian Condominium Association, Inc. alone may execute any instrument of
amendment, modification, termination, consent or change of this Amended
Covenant that requires execution by the Floridian. Such instrument shall not
require the signature or joinder of any individual condominium unit owners or their
mortgagees.
[EXECUTION PAGES FOLLOW]
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 5
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
022122-
461
„Cit Attorney Date
K-15:20ZZ
C y Planning rector Date
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 6
IN WITNESS WHEREOF, Floridian Condominium Association, Inc., LLC has caused these
presents to be signed, sealed executed and acknowledged on day of April 2022, in its
name by its proper officials.
Floridian Condominium Association,
Inc.
Print Name: By:
Name:
Title: President
Print Name:
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of ❑ physical
presence or RI online notarization this day of April 2022, by
the President of Floridian Condominium Association, Inc., on behalf of the
Association. She/He is Q personally known to me or ❑ has produced
as identification.
(SEAL)
NOTARY SIGNATURE
Diana Ramos
Notary Public, State of Florida
My Commission expires: April 10, 2023
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 7
IN WITNESS WHEREOF, TCH 500 Alton, LLC, a Delaware Limited Liability Company,
has caused these presents to be signed, sealed executed and acknowledged on day
of April 2022, in its name by its proper officials.
TCH 500 Alton, LLC
Print Name: By:
Name: David Martin
Title: Authorized Signatory
Print Name:
Print Name: By:
Name: Russell Galbut
Title: Authorized Signatory
Print Name:
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of_ physical
presence or_online notarization this day of April 2022, by David Martin, Authorized
Signatory of TCH 500 Alton, LLC, on behalf of the Company. He is 121 personally known to
me or ❑ has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 8
STATE OF FLORIDA )
)SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of physical
presence or _ online notarization this _day of April 2022, by Russell Galbut,
Authorized Signatory of TCH 500 Alton, LLC,on behalf of the Company. He is II personally
known to me or ❑ has produced as identification.
(SEAL)
NOTARY SIGNATURE
Notary Public, State of Florida
My Commission expires:
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 9
JOINDER BY MORTGAGEE
The undersigned, being the owner and holder of that certain Consolidated,
Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Rents
and Fixture Filing (Note A), given by TCH 500 Alton, LLC, a Delaware limited liability
company, in favor of ATHENE ANNUITY AND LIFE COMPANY, JACKSON NATIONAL LIFE
INSURANCE COMPANY, ATHORA LUX INVEST NL—CRE DIRECT LENDING FUND,APOLLO
TR COMMERCIAL REAL ESTATE DEBT LLC, MERCER QIF FUND PLC., AP KENT CREDIT
MASTER FUND, L.P. (collectively, "Lender"), dated as of March 23,2021,and recorded April
8, 2021 in Official Records Book 32437, at Page 2816, in the Public Records of Miami-
Dade County, Florida, as affected by that certain Partial Release of Lien and Security
Instruments and that certain Mortgage Modification and Spreader Agreement dated on
or about even date herewith (collectively, "Mortgage"), covering all or a portion of the
property described in the foregoing Amended Covenant in Lieu of Unity of Title, hereby
acknowledges and agrees that the lien and effect of the Mortgage shall be subject and
subordinate to the terms of said Amended Covenant in Lieu of Unity of Title.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
[Signature pages follow]
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 10
Signed, sealed and delivered in LENDER:
the presence of:
ATHENE ANNUITY AND LIFE COMPANY
Name: By: Apollo Insurance Solutions Group LP, its
investment adviser
Name: By: Apollo Global Real Estate Management,
L.P., its sub-adviser
By: Apollo Global Real Estate
Management GP, LLC, its General
Partner
By:
Name:
Title:
STATE OF
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical
presence or [ ] online notarization, this_day of , 2022, by
, the of Apollo Global Real Estate
Management GP, LLC, General Partner of Apollo Global Real Estate Management, L.P.,
sub-advisor of Apollo Insurance Solutions Group LP, investment advisor of ATHENE
ANNUITY AND LIFE COMPANY, on behalf of said entity, who [ ] is personally known to
me or [] has produced as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page-Amended Covenant in Lieu of Unity of Title(Note A)
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 11
Signed, sealed and delivered in JACKSON NATIONAL LIFE INSURANCE
the presence of: COMPANY
By: Apollo Insurance Solutions Group LP, its
Name: investment adviser
By: Apollo Global Real Estate Management, '
Name: L.P., its sub-adviser
By: Apollo Global Real Estate
Management GP, LLC, its General
Partner
By:
Name: •
•
Title:
STATE OF
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical
presence or [] online notarization, this day of , 2022, by
, the of Apollo Global Real Estate
Management GP, LLC, General Partner of Apollo Global Real. Estate Management, L.P.,
sub-advisor of Apollo Insurance Solutions Group LP, investment advisor of JACKSON
NATIONAL LIFE INSURANCE COMPANY, on behalf of said entity, who [ ] is personally
known to me or [] has produced as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page-Amended Covenant in Lieu of Unity of Title(Note A)
{
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 12
Signed, sealed and delivered in APOLLO MANAGEMENT INTERNATIONAL LLP
the presence of:
By: AMI (Holdings), LLC, its member
Name: By:
Name:
Title:
Name:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by means of [ ] physical
presence or [] online notarization, this—day of , 2022, by
, the of AMI (Holdings), LLC, member of
APOLLO MANAGEMENT INTERNATIONAL LLP, on behalf of said entity, who [ ] is
personally known to me or [ ] has produced as
identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page-Amended Covenant in Lieu of Unity of Title(Note A)
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 13
Signed, sealed and delivered in APOLLO TR COMMERCIAL REAL ESTATE DEBT
the presence of: LLC
By: Apollo Total Return Management LLC, its
Name: manager
By: Apollo Total Return Enhanced
Name: Management LLC, its manager _
By:
Name:
Title:
STATE OF
COUNTY OF )
The foregoing instrument was acknowledged before me by means of [ ] physical
presence or [] online notarization, this day of , 2022, by
, the of Apollo Total Return Enhanced
Management LLC, manager of Apollo Total Return Management LLC, manager of
APOLLO TR COMMERCIAL REAL ESTATE DEBT LLC, on behalf of said entity, who [ ] is
personally known to me or [ ] has produced as
identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page-Amended Covenant in Lieu of Unity of Title(Note A)
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 14
Signed, sealed and delivered in ATHORA LUX INVEST NL, a reserved alternative
the presence of: investment fund in the form of a Luxembourg
special limited partnership (societe en
commandite speciale), acting in respect of its
Name: compartment, Athora Lux Invest NL - CRE Direct
Lending Fund, acting through its managing
general partner Athora Lux Invest Management
Name: and represented by its delegate portfolio
manager, Apollo Management International LLP
By: Apollo Management International LLP, its
portfolio manager
By: AMI (Holdings), LLC, its member
By:
Name:
Title:
STATE OF
COUNTY OF )
•
The foregoing instrument was acknowledged before me by means of [ ] physical
presence or [] online notarization, this_day of , 2022, by
, the of AMI (Holdings), LLC, member of
Apollo Management International LLP, portfolio manager of ATHORA LUX INVEST NL, on
behalf of said entity, who [ ] is personally known to me or [ ] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
[Signatures Continue on Next Page]
Signature Page-Amended Covenant in Lieu of Unity of Title(Note A)
if
I _
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 15
Signed, sealed and delivered in AP KENT CREDIT MASTER FUND, L.P.
the presence of:
By: AP Kent Management, LLC, its investment
manager
Name:
By:
Name: Name:
Title:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by means of [ ] physical
presence or [] online notarization, this_ day of , 2022, by
, the of AP Kent Management, LLC,
investment manager of AP KENT CREDIT MASTER FUND, L.P., on behalf of said entity,
who [] is personally known to me or [] has produced
as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
•
Signature Page-Amended Covenant in Lieu of Unity of Title(Note A)
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 16
JOINDER BY MORTGAGEE
The undersigned, being the owner and holder of that certain Mortgage, Security
Agreement, Assignment of Leases and Rents and Fixture Filing (Note B), given by BREDS
IV LOAN HOLDINGS, L.L.C., a Delaware limited liability company ("Lender"), dated as of
March 23, 2021, and recorded April 8, 2021 in Official Records Book 32437, at Page 2892,
in the Public Records of Miami-Dade County, Florida, as affected by that certain Partial
Release of Lien and Security Instruments and that certain Mortgage Modification and
Spreader Agreement dated on or about even date herewith (collectively, "Mortgage"),
covering all or a portion of the property described in the foregoing Amended Covenant
in Lieu of Unity of Title, hereby acknowledges and agrees that the lien and effect of the
Mortgage shall be subject and subordinate to the terms of said Amended Covenant in
Lieu of Unity of Title.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
[Signature page follows]
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 17
Signed, sealed and delivered in LENDER:
the presence of:
BREDS IV LOAN HOLDINGS, L.L.C., a Delaware
limited liability company
Name:
By:
Name:
Name: Title:
STATE OF )
COUNTY OF
The foregoing instrument was acknowledged before me by means of [ ] physical
presence or [] online notarization, this_day of , 2022, by
, the of BREDS IV LOAN HOLDINGS, L.L.C., a
Delaware limited liability company, on behalf of said entity, who [] is personally known
to me or [] has produced as identification.
[Notary Seal]
Notary Public
Printed Name:
My Commission Expires:
•
Signature Page-Amended Covenant in Lieu of Unity of Title(Note 8)
Amended and Restated Covenant in Lieu of Unity of Title for Parking
Floridian Condominium
Page 18
Exhibit "A"
"Floridian Property"
The "Floridian Condominium" as described in the Declaration of Condominium recorded
in Official Record Book 22370, Page 1320 of the Public Records of Miami-Dade County,
Florida.
Amended and Restated Covenant in Lieu of Unity of Title for Parking
{ Floridian Condominium
Page 19
Exhibit 'B"
"Amended Parking Property"
RESOLUTION NO. 2018-30648
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, FOLLOWING SECOND READING OF
THE TITLE OF THIS RESOLUTION AND A DULY NOTICED PUBLIC HEARING,
THE VACATION OF 6TH STREET, WEST OF ALTON ROAD AND EAST OF
WEST AVENUE, IN FAVOR OF THE ABUTTING PROPERTY OWNERS, SOUTH
BEACH HEIGHTS I, LLC, 500 ALTON ROAD VENTURES, LLC, AND 1220 SIXTH,
LLC (COLLECTIVELY, THE "APPLICANTS"); CONDITIONING AND MAKING
THE AFORESTATED VACATION SUBJECT TO SATISFACTION OF CERTAIN
CONDITIONS, AS MORE SPECIFICALLY STATED IN THAT CERTAIN
DEVELOPMENT AGREEMENT BETWEEN THE CITY AND SOUTH BEACH
HEIGHTS I, LLC, 500 ALTON ROAD VENTURES, LLC, 1220 SIXTH, LLC, AND
KGM EQUITIES, LLC (COLLECTIVELY, THE "DEVELOPER"), AND AS
APPROVED BY THE CITY PURSUANT TO RESOLUTION NO.
2018-30647 ; WHICH CONDITIONS, AMONG OTHER THINGS, SHALL
REQUIRE THE DEVELOPER TO: (1) GRANT TO THE CITY A 50 FOOT WIDE
PERPETUAL NON-REVOCABLE UTILITY, ROADWAY AND PEDESTRIAN
ACCESS EASEMENT ACROSS THE VACATED 6TH STREET RIGHT-OF-WAY;
(2)CONVEY TO THE CITY, IN FEE SIMPLE, A MINIMUM OF 3.0 ACRES,WITHIN
THE 5TH - 7TH STREET BLOCKS, BETWEEN WEST AVENUE AND ALTON
ROAD, FOR A WORLD CLASS PUBLIC MUNICIPAL PARK, TO BE DESIGNED
AND CONSTRUCTED AT THE DEVELOPER'S EXPENSE; AND (3) COMPLETE
PHASE 1 OF THE AFORESTATED PARK PROJECT; FURTHER WAIVING BY
517THS VOTE,, THE COMPETITIVE BIDDING REQUIREMENT, PURSUANT TO
SECTION 82-39(a) OF THE CITY CODE, FINDING SUCH WAIVER TO BE IN THE
BEST INTEREST OF THE CITY. •
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 the sketch attached as Exhibit
"A" hereto, 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
aforestated property is hereinafter referred to as the"City Right-of-Way"or"City ROW"); and
WHEREAS, South Beach Heights I, LLC, 500 Alton Road Ventures, LLC, 1220 Sixth, LLC,
and KGM Equities, LLC (collectively, the "Developer") own the property to the south of, north of, and
abutting, the City Right of Way; which parcels are known as 500, 630 and 650 Alton Road, 1220 6th
Street, and 659, 701, 703, 711, 721, 723, 727 and 737 West Avenue; and
WHEREAS, the Developer intends to develop the property as a mixed-use residential and
commercial development (collectively, the "Proposed Development") pursuant to a Florida Statute
Chapter 163 development agreement entered into between the City and the four entities identified
above (the "Development;Agreement"), and to convey to the City a dedicated, constructed, world-
class park, consisting of no less than 3.0 acres; and
WHEREAS, the Proposed Development shall be developed as a unified development site;
and
WHEREAS, two of the Developers (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, South Beach Heights I,
•
LLC, is the owner of the property abutting the north side of 6th Street(collectively these three entities,
as the abutting property owners, are requesting the vacation and are also referred to herein as the
"Applicants"); and
WHEREAS, in conjunction with Proposed Development on the Property, Applicants are
requesting 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, pursuant to the City's existing administrative policies and procedures to
consider the vacation of the City streets, alleys, and/or rights of way, which also require
compliance with Article II, Sections 82-36 through 82-40, of the City Code (which establish the
procedures governing the sale or lease of public property), in addition to the above referenced
application, prior to considering a request for vacation, the following requirements must be
satisfied:
(A) The title of the Resolution regarding the proposed vacation shall be read by the City
Commission on two separate meeting dates, with the second reading to be accompanied
by a duly noticed public hearing. (Note: First reading of the Resolution title occurred at the
City Commission meeting of November 14, 2018);
(B) The proposed vacation shall be transmitted to the Finance and Citywide Projects
Committee ("FCWPC")for its review(Note:The FCWPC reviewed the proposed vacation at its
July 27th, 2018 meeting, and recommended a term sheet of conditions, which served as the
basis for the City and Developer's negotiation of the resulting Development Agreement, which
is scheduled to be heard at the same Commission meeting as Agenda Item R7A.);
(C) In order for the City Commission and the public to be fully appraised of all conditions
relating to the proposed vacation, the City's Planning Department shall prepare a written
planning analysis, to be submitted to the City Commission concurrent with its consideration of
the proposed vacation (Note: The Planning Department analysis and as required pursuant to
Section 82-38 of the City Code, is attached as Exhibit"B" hereto),
(D) The City shall obtain an independent appraisal of the fair market value of the property
proposed to be vacated, which shall include a definition of the property based on proposed
and possible issues including, without limitation, the highest and best use (Note: An appraisal
was obtained by the City's Public Works Department on June 24, 2018, and the 6th Street right
of way was valued at$7,600,000); and
WHEREAS, Section 82-39(a) of the City Code provides that the lease or sale of public
property also requires an advertised public bidding process, which requirement may be waived by
5/7th vote of the City Commission; and
WHEREAS, Florida law, requires, upon vacation, that the right-of-way is divided equally
between the abutting property owners; and
WHEREAS, as the only persons entitled to the vacated land are the Applicants (as the
abutting property owners), the City Manager recommends that the Mayor and City Commission waive
the competitive bidding requirement, finding that the public interest is served by waiving such
condition; and
{ WHEREAS, as required by Section 82-37(a)(2) of the City Code, first reading of the title of the
this Resolution occurred at the City Commission meeting of November 14, 2018; and
WHEREAS, in addition to the requirements set forth in Section 82-36 through 82-40 of the City
Code, Section 1.03(b)(4) of the City Charter also requires that the vacation be approved by 4/7ths vote
of the Planning Board, and 617ths vote of the City Commission;and
WHEREAS, at its meeting on September 25, 2018, the Planning Board approved the
proposed vacation (subject to and contingent upon Developer's satisfaction of the conditions
regarding vacation of 6th Street in the Development Agreement) by a 7-0 vote; and
WHEREAS, the Administration, recommends approval of the vacation, following second
reading of the title of the Vacation Resolution and the public hearing,with such vacation being subject
to and contingent upon satisfaction of the the terms contained in this Resolution and, more
specifically, as expressly set forth in 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, on second reading of the title of this Resolution, and duly noticed
public hearing, the vacation of 6th Street, west of Alton Road and east of West Avenue, in favor of
the abutting property owners, South Beach Heights I, LLC, 500 Alton Road Ventures, LLC, and 1220
Sixth, LLC (collectively, the "Applicants"); conditioning and making the aforestated vacation subject to
satisfaction of certain conditions, as more specifically stated in that certain Development Agreement
between the City and South Beach Heights I, LLC, 500 Alton Road Ventures, LLC, 1220 Sixth, LLC,
and KGM Equities, LLC (collectively, the "Developer"),'and as approved by the City pursuant to
Resolution No. 201:8-30647 ; which conditions, among other things, shall require the
Developer to: (1) grant to the City a 50 foot wide perpetual non-revocable utility, roadway and
pedestrian access easement across the vacated 6th Street right-of-way; (2) convey to the City, in fee
simple, a minimum of 3.0 acres, within the 5th - 7th Street blocks, between West Avenue and Alton-
Road, for a world_class public municipal park, to be designed and constructed at the Developer's
expense; and (3) complete Phase 1 of the aforestated Park Project; further waiving by 5/7ths vote,
the competitive bidding requirement, pursuant to Section 82-39(a) of the City Code, finding such
waiver to be in the best interest of the City.
PASSED and ADOPTED this 12th day of December, 2018.
ATTEST:
Dan Gelber, Mayor
l24hr ;� g .
Rafae G. Gran do, �tity Clerk _ ....,.,
.•.• `-� APPROVED AS TO
S; FORM&LANGUAGE •
s `:• &FOR E ECUTION
(Sponsor: Mayor Dan Gelber) * ;
INCORP ORBITED:•
- City Attorney Date
[Vacation Requires 6/7 vote of City C.i .•- scion
ASSIGNMENT OF CONSTRUCTION AGREEMENTS
FOR VALUE RECEIVED, the undersigned TCH 500 ALTON, LLC, a Delaware limited
liability company ("Developer"), as of this day of April, 2022 (the "Effective Date")
assigns to THE CITY OF MIAMI BEACH, FLORIDA, a municipal corporation duly organized
and existing under the laws of the State of Florida (the "City"), pursuant to that certain
Development Agreement by and between the City and Developer dated as of January 9, 2019,
which Development Agreement is recorded in Official Records Book 31323, Page 2781 in and
of the Public Records of Miami-Dade County, Florida, as assigned to TCH 500 Alton, LLC,
pursuant to that certain Assignment and Assumption of Development Agreement dated as of
September 27, 2019 and recorded in Official Records Book 31627, Pages 1177-1182 in and of
the Public Records of Miami-Dade County, Florida, and as amended by the First Amendment to
Development Agreement, dated as of December 18, 2019 and recorded February 2, 2021 in
Official Records Book 32326, Page 279 and Second Amendment to Development Agreement
recorded January 13, 2021 in Official Records Book 32286, Page 4378, of the Public Records of
Miami-Dade County, Florida (as amended, collectively, the "Development Agreement"), all of
Developer's right, title and interest under all existing and future general contractor's agreements,
architect's agreements, engineers' agreements, or any other agreements for the provision of
labor, materials, services or supplies, as amended, between Developer and any other person or
entity (collectively, the "Construction Agreements") relating to the construction of the Park
Project, as defined and described in the Development Agreement. The Construction Agreements
include, but are not limited to, that certain Construction Contract between Developer and ANF
Group, Inc., a Florida corporation ("Contractor") dated July 20, 2020, as amended, and that
certain Agreement for Professional Design Services between Developer and Arquitectonica
International Corporation, a Florida corporation ("Architect"), dated November 1, 2018, as
amended.
THIS ASSIGNMENT OF CONSTRUCTION AGREEMENTS ("Assignment") constitutes a
present and absolute assignment to 1i.a City as of the Effective Date; provided, however, that for
so long as no Park Related Default (as defined in the Development Agreement) has occurred
under the Development Agreement and until the earlier of(i) termination of the Development
Agreement, (ii) City's exercise of its remedy for a Park Related Default as provided in the
Development Agreement, or (iii) final completion of the Park Project ("Final Completion"), the
City grants Developer a license to use all Construction Agreements for completion of the Park
Project in accordance with the Development Agreement. Upon the occurrence of (a) a Park
Related Default under the Development Agreement, or (b) the termination of the Development
Agreement, or (c) Final Completion, the City may, in the City's sole discretion, give notice to
any of Contractor, Architect, and/or any other party to a Construction Agreement of the City's
intent to enforce the rights of Developer under the applicable Construction Agreement and may
initiate or participate in any legal proceedings respecting the enforcement of said rights.
Developer acknowledges that solely by accepting this Assignment, the City does not assume any
of Developer's obligations under the Construction Agreements.
Developer represents and warrants to the City, as of the Effective Date, that (a) all Construction
Agreements entered into by Developer are in full force and effect and are enforceable in all
material respects in accordance with their terms and no default, or event which would constitute
a default after notice or the passage of time, or both, exists with respect to any of the
Construction Agreements, (b) all copies of the Construction Agreements delivered to the City are
true, complete and correct as of the date of this Assignment, and (c) except for assignments that
are no longer in effect, Developer has not assigned any of Developer's rights under the
Construction Agreements other than to the City. Developer shall deliver to the City true,
complete and correct copies of all Construction Agreements entered into after the date hereof,
promptly upon execution thereof.
Developer agrees (a) to pay and perform all obligations of Developer under the Construction
Agreements, (b) to enforce the full and prompt performance of all obligations of any other
person or entity under the Construction Agreements, (c) except as otherwise may be permitted
under the Development Agreement, not to materially modify the existing Construction
Agreements nor to enter into any future Construction Agreements without the City's prior
written approval, which will not be unreasonably withheld, and (d) not to further assign, for
security or any other purposes, Developer's rights under the Construction Agreements without
the City's prior written consent.
Unless otherwise defined herein, capitalized terms used in this Assignment shall have the
meanings attributed to such terms in the Development Agreement. This Assignment shall be
governed by, and construed and enforced in accordance with the laws of the State of Florida,
without regard to conflicts of laws. Except as otherwise expressly provided under the terms and
conditions herein, the terms of this Assignment shall bind and inure to the benefit of the heirs,
executors, administrators, nominees, successors and assigns of the parties hereto. All exhibits,
schedules, riders and other items attached hereto are incorporated into this Assignment by such
attachment for all purposes.
To facilitate execution, this Assignment may be executed in as many counterparts as may be
convenient or required. It shall not be necessary that the signature and acknowledgment of, or on
behalf of, each party, or that the signature and acknowledgment of all parties required to bind
any party, appear on each counterpart. All counterparts shall collectively constitute a single
instrument. This Assignment may be transmitted and/or signed by facsimile or e-mail
transmission (e.g., "pdf' or"tif'). The effectiveness of any such documents and signatures shall
have the same force and effect as manually-signed originals and shall be binding on all parties to
this Assignment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, Developer intending to be legally bound has executed this
Assignment as of the date first written above.
DEVELOPER:
TCH 500 ALTON, LLC,
a Delaware limited liability company
By:
Name: David P. Martin
Title: Authorized Signatory
By:
Name: Russell Galbut
Title: Authorized Signatory
•
CONSENT
THIS CONSENT ("Consent") is made by Arquitectonica International Corporation, a Florida
corporation ("Architect"), this day of April, 2022, to and for the benefit of THE CITY OF
MIAMI BEACH, FLORIDA, a municipal corporation duly organized and existing under the
laws of the State of Florida (the "City"), with agreement by TCH 500 Alton, LLC, a Delaware
limited liability company("Developer").
Architect and. Developer have entered into that certain Agreement for Professional Design
Services dated November 1, 2018 (the "Architect Agreement"), for the providing and/or
procuring of the architectural, engineering and other professional design services (as further
described in the Architect Agreement) for the Park Project, as defined in that certain to
Development Agreement by and between the City and Developer dated as of January 9, 2019,
which Development Agreement is recorded in Official Records Book 31323, Page 2781 in and
of the Public Records of Miami-Dade County, Florida, as assigned to TCH 500 Alton, LLC,
pursuant to that certain Assignment and Assumption of Development Agreement dated as of
September 27, 2019 and recorded in Official Records Book 31627, Pages 1177-1182 in and of
the Public Records of Miami-Dade County, Florida, and as amended by the First Amendment to
Development Agreement, dated as of December 18, 2019 and recorded February 2, 2021 in
Official Records Book 32326, Page 279 and.Second Amendment to Development Agreement
recorded January 13, 2021 in Official Records Book 32286, Page 4378, of the Public Records of
Miami-Dade County,Florida(as amended, collectively, the"Development Agreement").
Developer has assigned the Architect Agreement to the City pursuant to the Assignment of
Construction Agreements (the"Assignment")to which this Consent is attached.
The City has required, as a condition of the Development Agreement, as amended, that Architect
execute this Consent. NOW THEREFORE, Architect agrees as follows:
1. Architect represents and warrants to the City, that the Architect Agreement is in
full force and effect and is enforceable in all material respects in accordance with its terms and
no default, or event which would constitute a default after notice or the passage of time, or both,
exists with respect to the Architect Agreement.
2. Architect agrees that if, at any time, the City elects to undertake or cause the
completion of construction of the Park Project in accordance with the Architect Agreement and
gives Architect written notice of such election (an "Election Notice"), then, so long as the City
assumes and performs the payment obligations of Developer under the Architect Agreement
accruing from and after the date of the Election Notice, then Architect shall continue to perform
its obligations under the Architect Agreement in accordance with the terms thereof for the
benefit and account of the City in the same manner as if performed for the benefit of account of
Developer in the absence of the Assignment. Unless and until the City expressly assumes the
obligations of Developer under the Architect Agreement (and then only to the extent the same
arise from and after such assumption), the City shall not be a party to the Architect Agreement
and will in no way be responsible to any party for any claims of any nature whatsoever arising or
which may arise in connection with the Architect Agreement.
3. Architect further agrees that, in the event of a breach by Developer of the
Architect Agreement, Architect will give written notice to the City at the address shown below
its signature of such breach. Unless and until the City expressly assumes the obligations of
Developer under the Architect Agreement (and then only to the extent the same arise from and
after such assumption), the City shall not be a party to the Architect Agreement and will in no
way be responsible to any party for any claims of any nature whatsoever arising or which may
arise in connection with the Architect Agreement.
4. Intentionally omitted
5. Architect agrees, notwithstanding anything to the contrary contained herein, that
upon an event of default by Developer resulting in a termination of the Development Agreement,
or City's exercise of its remedy for a Park Related Default as provided in the Development
Agreement, until and unless the City gives Architect an Election Notice, the Architect
Agreement may be terminated for any or no reason at the election of the City and the City shall
not be responsible to any party for any claims of any nature whatsoever arising or which may
arise in connection with the Architect Agreement.
6. Nothing in this Consent shall supersede or modify any provisions of the Architect
Agreement as between Developer and Architect. By its joinder in the execution of this Consent,
Developer agrees that any action by Architect in accordance with the terms hereof shall not
constitute a violation by Architect of any term of the Architect Agreement or of any obligation
Architect has or may have to Developer. For instance, in the event the City terminates the
Architect Agreement as provided in Section 5 hereof, Developer shall remain liable for all
amounts due Architect in accordance with the applicable termination provisions of the Architect
Agreement.
7. This Consent shall be governed by, and construed and enforced in accordance
with, the laws of the State of Florida.
8. EACH OF THE UNDERSIGNED PARTIES HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY, AFTER OPPORTUNITY FOR
CONSULTATION WITH INDEPENDENT COUNSEL,WAIVES ITS RIGHT TO TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS OR OBLIGATIONS UNDER OR ARISING IN CONNECTION WITH THIS
CONSENT.
9. ' Architect warrants and represents that it has no knowledge of any prior
assignments) of any interest in the Architect Agreement that remains in effect.
10. To facilitate execution, this Consent may be executed in as many counterparts as
may be convenient or required. It shall not be necessary that the signature and acknowledgment
of, or on behalf of, each party, or that the signature and acknowledgment of all parties required to
bind any party, appear on each counterpart. All counterparts shall collectively constitute a single
instrument. This Consent may be transmitted and/or signed by facsimile or e-mail transmission
(e.g., "pdf' or "tif'). The effectiveness of any such documents and signatures shall have the
same force and effect as manually-signed originals and shall be binding on all parties to this
Consent.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, Architect intending to be legally bound has executed this
Consent as of the date first written above.
ARCHITECT:
Arquitectonica International Corporation, a Florida corporation
By:
Name:
Title:
Architect's Address:
DEVELOPER:
TCH 500 ALTON, LLC,
a Delaware limited liability company
By:
Name: David Martin
Title: Authorized Signatory
By:
Name: Russell Galbut
Title: Authorized Signatory
4y
Developer's Address:
3310 Mary Street
Suite 302
Miami, Florida 33133
CITY:
CITY OF MIAMI BEACH
a Florida municipal corporation
By:
Dan Gelber, Mayor
•
ATTEST:
By: facoi-..-0 [SEAL]
City Clerk
=; /
APPROVED AS TO ,
FORM&LANGUAGE ii,cafif �o�brEo
-zz.
City Attorney Date
City's Address:
City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: City Manager
With a copy to:
City of Miami Beach, City Hall
1700 Convention Center Drive
rkMiami Beach,Florida 33139
Attention: City Attorney
[City Acknowledgment to 500 Alton/Architect Consent]