Resolution 2025-33634eso-umo o._??5-33634
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH,FLORIDA APPROVING A SETTLEMENT
AGREEMENT BETWEEN,ON THE ONE HAND,THE CITY OF MIAMI
BEACH,AND ON THE OTHER HAND,THE DEAUVILLE PARTIES,
CONSISTING OF TMG 67 COMMUNITIES,LLC,A DELAWARE LIMITED
LIABILITY COMPANY,DEAUVILLE ASSOCIATES,LLC,A FLORIDA
LIMITED LIABILITY COMPANY,DEAUVILLE HOTEL PROPERTY,LLC,
A FLORIDA LIMITED LIABILITY COMPANY,AND DEAUVILLE HOTEL
HOLDINGS,LLC,A FLORIDA LIMITED LIABILITY COMPANY,
PURSUANT TO WHICH (1)THE DEAUVILLE PARTIES SHALL PAY TO
THE CITY ALL AMOUNTS CURRENTLY DUE IN RESPECT OF CERTAIN
VIOLATIONS AGAINST THE PROPERTIES LOCATED AT 6701
COLLINS AVENUE AND 6625 INDIAN CREEK DRIVE AS SPECIFIED IN
THE SETTLEMENT AGREEMENT,(2)THE PARTIES SHALL AGREE TO
DISMISS THEIR RESPECTIVE CLAIMS IN THE LAWSUIT STYLED CITY
OF MIAMI BEACH VS.DEAUVILLE ASSOCIATES,LLC ET AL.,CASE
NO.2019-003653,AND (3)THE DEAUVILLE PARTIES SHALL FILE A
NOTICE OF VOLUNTARY DISMISSAL OF THE APPEAL STYLED
DEAUVILLE ASSOCIATES,LLC VS.THE CITY OF MIAMI BEACH,
CASE NO.2024-66-AP-01;AND FURTHER,AUTHORIZING THE CITY
MANAGER AND CITY CLERK.TO EXECUTE THE SETTLEMENT
AGREEMENT IN THE FORM ATTACHED TO THIS RESOLUTION
TOGETHER WITH ANY DOCUMENTS ANCILLARY THERETO
INCLUDING,WITHOUT LIMITATION,AN ESCROW AGREEMENT,IN
SUCH FORM AS IS APPROVED BY THE CITY ATTORNEY.
WHEREAS,TMG 67 Communities,LLC,a Delaware limited liability company
("TMG")and Deauville Associates,LLC,a Florida limited liability company ("DALLC,"and
together with TMG,"Owners")hold fee simple title to the property located at 6701 Collins
Avenue and identified by Miami-Dade County Folio No.02-3211-007-0420 (the "Hotel
Property"),within the City;and •..
WHEREAS,DALLC holds fee simple title to the property located at 6625 Indian
Creek Drive and identified by Miami-Dade County Folio No.02-3211-007-1800 (the
"Garage Property"),within the City;and
WHEREAS,on February 5,2019,the City filed a lawsuit in the 11"Judicial Circuit
in and for Miami-Dade County Florida,Case No.19-03653 (the "Demolition by Neglect
Suit"),against DALLC,Deauville Hotel Property,LLC ("DHP")and Deauville Hotel
Property,LLC ("DHH")(collectively,DALLC,DHP and DHH,the "Deauville Defendants")
and Ocean Bank,a Florida banking corporation ("Ocean Bank"),asserting causes of
action against the Deauville Defendants for violations of Section 118-532(g)of the Code
of Ordinances of the City of Miami Beach (the "Code")and failure to remit resort taxes
and requesting injunctive relief as well as the appointment of a receiver;and
WHEREAS,Ocean Bank filed a Motion to Dismiss which was ultimately rendered
moot because its mortgage on the Hotel Property was satisfied on March 25,2020;and
WHEREAS,thereafter,the City obtained leave of court to file an amended
complaint to include additional causes of action,including for breach of contract arising
out of unpaid utility bills,and seeking additional injunctive relief;and
WHEREAS,the Deauville Defendants filed counterclaims against the City in the
Demolition by Neglect Suit seeking declaratory relief relating to the applicability of Section
118-532(g),among other causes of action;and
WHEREAS,following various inspections resulting in a determination that the
building located at the Hotel Property had deteriorated to such an extent (for reasons
disputed by the parties)that the building must be demolished,on January 19,2022,the
Building Official for the City of Miami Beach entered an Emergency Demolition Order;and
WHEREAS,the Hotel Property was demolished on November 13,2022 rendering
moot some of the relief sought by the City in the Demolition by Neglect Suit;and
WHEREAS,the City's claims for unpaid utility bills and the Deauville Defendants'
claims challenging the City's North Beach Local Historic District Ordinance and its
applicability to the Hotel Property remain pending in the Demolition by Neglect Suit;and
WHEREAS,on Demolition by Neglect Suit has been stayed pending mediation
pursuant to orders issued by Judge Thomas J.Rebull on February 19,2023,January 19,
2024 and March 5,2025;and
WHEREAS,the Hotel Property is the subject of Zoning Violation No.ZV2020-
03121,and Special Magistrate Case No.SMC2020-01415 (the "Demolition by Neglect
Violation");and
WHEREAS,the Special Magistrate for the City of Miami Beach imposed a fine of
$5,000 per day for each day of non-compliance commencing as of March 1,2021 due to
DALLC's failure to cure the Demolition by Neglect Violation;and
WHEREAS,on October 22,2022,the Special Magistrate granted DALLC's
request to stop fines;and
WHEREAS,on January 3,2024,the City requested that the fines be reimposed
due to DALLC's failure to close its demolition permit and submit an affidavit of compliance,
as required;and
WHEREAS,an affidavit of compliance was received by the Special Magistrate on
May 8,2024 reflecting that the permit had been closed on April 5,2024 and the fines
were stopped as of April 5,2024;and
2
WHEREAS,the City holds a lien against the Hotel Property recorded in Official
Record Book 32982,Page 3713 of the Public Records of Miami-Dade County,stemming
from the Demolition by Neglect Violation (the "Demolition by Neglect Lien");and
WHEREAS,the fines levied as a result of the Demolition by Neglect Violation and
the interest accrued thereon represent substantial sums;and
WHEREAS,the Owners sought,but the Special Magistrate denied,mitigation of
the fines and interest accrued as a result of the Demolition by Neglect Violation;and
WHEREAS,the Owners filed a notice of administrative appeal of the Special
Magistrate's decision to deny mitigation in the case styled Deauvil/e Associates,LLC vs.
the City of Miami Beach,Case No.2024-66-AP-01 (Fla.11th Cir.Ct.)(the "Appeal");and
WHEREAS,as of April 30,2025,the total amount owed by the Owners with
respect to the Demolition by Neglect Violation will be $5,218,803.36,including interest
through April 30,2025 (the "Demolition by Neglect Fines Amount")as reflected in the
"Special Magistrate Cases/Liens"Section on the Lien Statement included in Exhibit A;
and
WHEREAS,the Owners are also indebted to the City in the amount of $714,972.34
for unpaid utility bills in respect of the Hotel Property through March 4,2025
corresponding to account number 519145-00 (the "Hotel Property Utilities Debt"),and the
City holds a lien against the Property for the Utilities Debt,recorded in Official Record
Book 31706,Page 4765 of the Public Records of Miami-Dade County,stemming from the
unpaid utility bills (the "Unpaid Hotel Property Utilities Lien"),as reflected in the Lien
Statement included in Exhibit A under Charge Type "Utility Bill;and
WHEREAS,the Hotel Property is also the subject of the additional Code violations
(the "Hotel Property Additional Violations")for which fines have been imposed and remain
unpaid in the amount of $83,444.65,including interest through April 30,2025 (the "Hotel
Property Additional Violations Fines Amount"),as reflected in the Lien Statement included
in Exhibit A under Charge Types "City Bills,""City Invoices,""Licensing,"and "Permits;"
and
WHEREAS,the Hotel Property is also the subject of two separate Code violations
issued following the demolition associated with the Owners'failure to install a fence,and
to grade and plant sod as required by Code sections 142-876 (this Code section is now
included in section 7.5.1.6 of the Resiliency Code)and section 14-501 (initially issued
pursuant to Code section 126-6,but revised on April 15,2025 to reflect the correct Code
section),assigned violation numbers ZV2023-05067 and BVB25002614,respectively
(the "Failure to Install Sod Violations");and
WHEREAS,DALLC is indebted to the City in the amount of $126,566.96 for unpaid
utility bills in respect of the Garage Property through March 4,2025 corresponding to
3
account numbers 519146-00,519146-01 and 519149-00 (the "Garage Property Utilities
Debt")as reflected in the Lien Statement included in Exhibit B under Charge Type "Utility
Bill";and
WHEREAS,the Garage Property is the subject of various Code violations for
which fines have been imposed and remain unpaid in the amount of $3,738.75 (the
"Garage Property Additional Violations Fines Amont")as reflected in the Lien Statement
included in Exhibit B under Charge Types "Unsafe Structure,""City Invoices,"
"Licensing,"and with respect to case numbers SMB 2023-02059 (the "Garage Structural
Violation"),SMC 2022-02312,and SMC 2024-03055 (the "Garage Concrete Restoration
Violation")referenced in the "Special Magistrate Cases/Liens"Section of the Lien
Statement;and
WHEREAS,the Garage Property is also the subject of Zoning Violation No.
ZV2022-04494,and the related Special Magistrate Case No.SMC2023-02438,arising
out of DALLC's violation of Section 126-16(a)of the Code which requires an owner to
ensure that required landscaping is properly maintained (the "Garage Landscaping
Violation");and
WHEREAS,the Special Magistrate for the City of Miami Beach imposed a fine of
$150 per day for each day of non-compliance commencing on July 20,2023 due to
DALLC's failure to cure the Garage Landscaping Violation;and
WHEREAS,the City holds a lien against the Garage Property recorded in Official
Record Book 34051,Page 4361 of the Public Records of Miami-Dade County,stemming
from the Garage Landscaping Violation (the "Garage Landscaping Lien");and
WHEREAS,the amount owed by DALLC with respect to the Garage Landscaping
Violation is $118,462.62,including interest through April 30,2025 (the "Existing Garage
Landscaping Fines Amount"),as reflected in the "Special Magistrate Cases/Liens"
Section on the Lien Statement included in Exhibit B;and
WHEREAS,the Failure to Install Sod Violation,the Garage Structural Violation,
the Garage Concrete Restoration Violation and the Garage Landscaping Violation have
not been cured as of the date of this Agreement;and
WHEREAS,to avoid the costs and uncertainties of continued litigation associated
with the Demolition by Neglect Suit and the Appeal,and to resolve certain other disputes
among the Parties related to unpaid utilities invoices and code violation fines,the Parties
are desirous of resolving all existing amounts owed and disputes relating to the
Demolition by Neglect Suit,the Demolition by Neglect Violation,the Appeal,the Hotel
Property Additional Violations,the Hotel Property Additional Violations Fines Amount,the
Hotel Property Utilities Debt,the Garage Property Utilities Debt,the Garage Property
Additional Violations Fines Amont and the Existing Garage Landscaping Fines Amount,
but without releasing the Owners from the Failure to Install Sod Violation,the Garage
Structural Violation,the Garage Concrete Restoration Violation,or the Garage
4
Landscaping Violation,pursuant to the terms and conditions set forth in the Settlement
Agreement between,on the one hand,the City,and on the other hand,the Deauville
Parties,consisting of TMG,DALLC,DHP and DHH,a copy of which is attached to this
Resolution as Exhibit A (the "Settlement Agreement")and which Settlement Agreement
contemplates that (1)the Deauville Parties shall pay to the City all amounts currently due
in respect of certain violations against the properties located at 6701 Collins Avenue and
6625 Indian Creek Drive as specified in the Settlement Agreement,(2)the City and the
Deauville parties shall agree to dismiss their respective claims in the lawsuit styled City
of Miami Beach vs.Deauville Associates,LLC,et al.,Case No.2019-003653,and (3)the
Deauville Parties shall file a Notice of Voluntary Dismissal of the appeal styled Deauville
Associates,LLC vs.the City of Miami Beach,Case No.2024-66-AP-01.
WHEREAS,the Mayor and City Commission desires to settle the various claims
and counterclaims among the Parties as set forth in the Settlement Agreement;and
WHEREAS,during discussion of this item at the April 23,2025 meeting of the City
Commission,Commissioner David Suarez made a motion to amend the Settlement
Agreement to require that (a)the Owners improve the Hotel Property with irrigation and
lighting sufficient to bring the Property into a park-like condition;(b)the Owners provide
public access to the improved park area from sunrise to sunset;and (c)the Owners
prepare a detailed site plan,to be included as an exhibit to the amendment,illustrating
the proposed park improvements,including landscaping,irrigation,lighting and access
points.
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 a Settlement Agreement between,on the one hand,the City
of Miami Beach,and on the other hand,the Deauville Parties,consisting of TMG 67
Communities,LLC,a Delaware limited liability company,Deauville Associates,LLC,a
Florida limited liability company,Deauville Hotel Property,LLC,a Florida limited liability
company,and Deauville Hotel Holdings,LLC,a Florida limited liability company,pursuant
to which (1)the Deauville Parties shall pay to the City all amounts currently due in respect
of certain violations against the properties located at 6701 Collins Avenue and 6625
Indian Creek Drive as specified in the Settlement Agreement,(2)the City and the
Deauville parties shall agree to dismiss their respective claims in the lawsuit styled City
of Miami Beach vs.Deauville Associates,LLC,et al.,Case No.2019-003653,and (3)the
Deauville Parties shall file a Notice of Voluntary Dismissal of the appeal styled Deauville
Associates,LLC vs.the City of Miami Beach,Case No.2024-66-AP-01;and further,
authorizing the City Manager and City Clerk to execute the Settlement Agreement in the
form attached to this Resolution together with any documents ancillary thereto including,
without limitation,an escrow agreement,in such form as is approved by the City Attorney;
and further,directing the Administration to negotiate an amendment to the Settlement
Agreement requiring that (a)the Owners improve the Hotel Property with irrigation and
lighting sufficient to bring the Property into a park-like condition;(b)the Owners provide
public access to the improved park area from sunrise to sunset;and (c)the Owners
prepare a detailed site plan,to be included as an exhibit to the amendment,illustrating
5
the proposed park improvements,including landscaping,irrigation,lighting and access
points;and further,directing the Administration to present the proposed amendment to
the Mayor and City Commission for approval prior to any consideration by the City
Commission of the comprehensive plan and land development regulation amendments
pertaining to the North Beach Oceanfront Overlay and any related Development
Agreement.
PASSED and ADOPTED this 73 _day ot Pi',2025.
ATTEST:
7 Steven Meiner,Mayor
Rafael E.Granado,City Clerk
MAY 2 7 2025
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTIONGoCityAttorney
lz]zz
Date
6
Resolutions - C7 AU
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM� City Attorney Ricardo J. Dopico
DATE: April 23, 2025
TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA APPROVING A SETTLEMENT AGREEMENT
BETWEEN, ON THE ONE HAND, THE CITY OF MIAMI BEACH, AND ON THE
OTHER HAND, THE DEAUVILLE PARTIES, CONSISTING OF TMG 67
COMMUNITIES, LLC, A DELAWARE LIMITED LIABILITY COMPANY, DEAUVILLE
ASSOCIATES, LLC, A FLORIDA LIMITED LIABILITY COMPANY, DEAUVILLE
HOTEL PROPERTY, ILC, A FLORIDA LIMITED LIABILITY COMPANY, AND
DEAUVILLE HOTEL HOLDINGS, LLC, A FLORIDA LIMITED LIABILITY COMPANY.
PURSUANT TO WHICH (1) THE DEAUVILLE PARTIES SHALL PAY TO THE CITY
ALL AMOUNTS CURRENTLY DUE IN RESPECT OF CERTAIN VIOLATIONS
AGAINST THE PROPERTIES LOCATED AT 6701 COLLINS AVENUE AND 6625
INDIAN CREEK DRIVE AS SPECIFIED IN THE SETTLEMENT AGREEMENT, (2)
THE PARTIES SHALL AGREE TO LISMISS THEIR RESPECTIVE CLAIMS IN TrIE
LAWSUIT STYLED CITY OF MIAMI BEACH VS. DEAUVILLE ASSOCIATES, LLC,
ET AL., CASE N0. 2019-003653, AND (3)THE DEAUVILLE PARTIES SHALL FILE
A NOTICE OF VOLUNTARY DISMISSAL OF THE APPEAL STYLED DEAUVILLE
ASSOCIATES. LLC VS. THE CITY OF MIAMI BEACH, CASE NO. 2024-66-AP-Ot;
FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE
THE SETTLEMENT AGREEMENT IN THE FORM ATTACHED TO THIS
RESOLUTION.
RECOMMENDATION
BACKGROUND/HISTORY
ANALYSIS
The Resolution and Settlement Agreement to be submitled via Supplemental Agenda.
FISCAL IMPACT STATEMENT
NIA
Does this Ordinance require a Business Imoad Estimate?
(FOR ORDINANCES ONLY)
If applicable, the Business Impact Estimate (BIE) was published on:
See BIE at: https�/lwww miamibeachfl oov/ciN-halllcity-clerk/meet�nq-notices/
1678
FINANCIAL INFORMATION
CONCLUSION
Aoolicable Area
Citywitle
Is this a "Residents Riaht to Know" item. Is this ilem related to a G.O. Bond
pursuant to CiN Code Section 2-17? Proiect?
No No
Was this Aaenda Item initiallv reauested bv a lobbvist which. as defined in Cade Sec. 2�81.
includes a principalenqaqedinlobbyinq? No
If so, specify the name of lobbyist(s) and principal(s):
Department
Ciry Attorney
Soonsorlsl
Co-sponsor(sl
Condensed Title
Approve Deawille Fines and Lawsuit Settlement CA
Previous Action (Fo� CiN Clefk Use Onlvl
1679
4/18/25 City Draft
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT ("AgreemenY') is made and entered on this day
of , 2025, between, on the one hand, TMG 67 Communities, LLC, a Delaware
Limited Liability Company ("TMG"), Deauville Associates, LLC, a Florida Limited Liability
Company ("DALLC'), Deauville Hotel Property, LLC, a Florida limited liability company
("DHP"), and Deauville Hotel Holdings, LLC, a Florida limited liability company ("DHH and
together with DALLC and DHP, the "Deawille Entities", and the Deauville Entities together
with TMG ,jointly and severally, the "Owners"), and, on the other hand, the City of Miami
Beach, a Florida municipal corporation (the "City"). The parties hereto (the "Parties") agree
as follows:
RECITALS
WHEREAS, the TMG and DALLC hold fee simple title to the property located at 6701
Collins Avenue and identified by Miami-Dade County Folio No. 02-3211-007-0420 (the
"Hotel Property"), within the City; and
WHEREAS, DALLC holds fee simple title to the property located at 6625 Indian Creek
Drive and identified by Miami-Dade County Folio No. 02-3211-007-1800 (the "Garage
Property"), within the City; and
WHEREAS, on February 5, 2019, the City filed a lawsuit in the 11th Judicial Circuit in and
for Miami-Dade County Florida, Case No. 19-03653 (the "Demolition by Neglect Suit"),
against DALLC, DHP and DHH (the "Deauville Defendants") and Ocean Bank, a Florida
banking corporation ("Ocean Bank"), asserting causes of action against the Deauville
Defendants for violations of Sedion 118-532(g) of the Code of Ordinances of the City of
Miami Beach (the "Code") and failure to remit resort taxes and requesting injundive relief
as well as the appointment of a receiver; and
WHEREAS, Ocean Bank filed a Motion to Dismiss which was ultimately rendered moot
because its mortgage on the Hotel Property was satisfied on March 25, 2020; and
WHEREAS, thereafter, the City obtained leave of court to file an amended complaint to
indude additional causes of action, induding for breach of contract arising out of unpaid
utility bills, and seeking additional injunctive relief; and
WHEREAS, the Deauville Entities filed munterdaims against the City in the Demolition by
Negled Suit seeking dedaratory relief relating to the applicability of Section 118-532(g),
among other causes of action; and
8
4/18/25 City Draft
WHEREAS, following various inspections resulting in a determination that the building
located at the Hotel Property had deteriorated to such an extent (for reasons disputed by
the parties) that the buiiding must be demolished, on January 19, 2022, the Building
Official for the City of Miami Beach entered an Emergency Demolition Order; and
WHEREAS, the Hotel Property was demolished on November 13, 2022 rendering moot
some of the relief sought by the City in the Demolition by Neglect Suit; and
WHEREAS, the City's daims for unpaid utility bills and the Deauville Entities' daims
challenging the City's North Beach Local Historic District Ordinance and its applicability
to the Hotel Property remain pending in the Demolition by Negled Suit; and
WHEREAS, on Demolition by Neglect Suit has been stayed pending mediation pursuant
to orders issued by Judge Thomas 1. Rebull on February 19, 2023, January 19, 2024 and
March 5, 2025; and
WHEREAS, the Hotel Property is the subject of Zoning Violation No. ZV2020-03121, and
Special Magistrate Case No. SMC2020-01415 (the"Demolition by Neglect Violation"); and
WHEREAS, the Special Magistrate for the City of Miami Beach imposed a fine of $5,000
per day for each day of nomcompliance commencing as of March 1, 2021 due to DALLCs
failure to cure the Demolition by Neglect Violation; and
WHEREAS, on October 22, 2022, the Special Magistrate granted DALLC's request to stop
fines; and
WHEREAS, on January 3, 2024, the City requested that the fines be reimposed due to
DALLC's failure to close its demolition permit and submit an affidavit of compliance, as
required; and
WHEREAS, an affidavit of compliance was received by thn Special Magistrate on May 8,
2024 reflecting that the permit had been dosed on April 5, 2024 and the fines were
stopped as of April 5, 2024; and
WHEREAS, the City holds a lien against the Hotel Property recorded in Official Record
Book 32982, Page 3713 of the Public Records of Miami-Dade County, stemming from the
Demolition by Negled Violation (the "Demolition by Neglect Lien"); and
WHEREAS, the fines levied as a result of the Demolition by Neglect Violation and the
interest accrued thereon represent substantial sums; and
9
4/18/25 City Draft
WHEREAS, the Owners sought, but the Special Magistrate denied, mitigation of the fines
and interest accrued as a result of the Demolition by Neglect Violation; and
WHEREAS, the Owners filed a notice of administrative appeal of the Special Magistrate's
decision to deny mitigation in the case styled Deauville Associates, CCC vs. the City of
Miami Beach, Case No. 2024-66-AP-01 (Fla. 11th Cic Q.) (the "Appeal"); and
WHEREAS, as of April 30, 2025, the total amount owed by the Owners with respect to the
Demolition by Neglect Violation will be $5,218,80336, induding interest through April 30,
2025 (the "Demolition by Negled Fines AmounY') as reflected in the "Speciai Magistrate
Cases/Liens" Section on the Lien Statement induded in Exhibit A; and
WHEREAS, the Owners are also indebted to the City in the amount of $714,97234 for
unpaid utility bills in resped of the Hotel Property through March 4, 2025 corresponding
to account number 519145-00 (the "Hotel Property Utilities DebY'), and the City holds a
lien against the Property for the Utilities Debt, recorded in Official Record Book 31706,
Page 4765 of the Public Records of Miami-Dade County, stemming from the unpaid utility
bills(the"Unpaid Hotel Property Utilities Lien"), as reflected in the Lien Statement included
in Exhibit A under Charge Type "Utility Bill; and
WHEREAS, the Hotel Property is also the subject of the additional Code violations (the
"Hotel Property Additional Violations")for which fines have been imposed and remain
unpaid in the amount of $83,444.65, induding interest through April 30, 2025 (the "Hotel
Property Additional Violations Fines AmounY"), as reflected in the Lien Statement induded
in Exhibit A under Charge Types "City Bills;' "City Invoices;' "Licensing;' and "Permits;" and
WHEREAS, the Hotel Property is also the subject of a Code violation issued following the
demolition associated with the Owners' failure to plant sod as required by Code section
14-501 (initially issued pursuant to Code section 126-6, but revised on April 15, 2025 to
reflect the corred Code section), assigned violation number BVB25002614, (the "Failure
to Install Sod Violation"); and
WHEREAS, DALLC is indebted to the City in the amount of $126,566.96 for unpaid utility
bills in respect of the Garage Property through March 4, 2025 corresponding to account
numbers 519146-00, 519146-01 and 519149-00 (the "Garage Property Utilities DebY') as
refleded in the Lien Statement induded in Exhibit B under Charge Type "Utility Bill"; and
WHEREAS, the Garage Property is the subject of various Code violations for which fines
have been imposed and remain unpaid in the amount of $3,738.75 (the "Garage Property
10
4/18/25 City Draft
Additional Violations Fines AmonY') as refleded in the Lien Statement induded in Exhibit
B under Charge Types "Unsafe Structure;"'City Invoices;"'Licensing;' and with respect to
case numbers SMB 2023-02059 (the "Garage Structural Violation"), SMC 2022-02312, and
SMC 2024-03055 (the "Garage Concrete Restoration Violation") referenced in the "Special
Magistrate Cases/Liens" Section of the Lien Statement; and
W HEREAS,the Garage Property is also the subject of Zoning Violation No.ZV2022-04494,
and the related Special Magistrate Case No. SMC2023-02435, arising out of DALLCs
violation of Section 126-16(a) of the Code which requires an owner to ensure that required
landscaping is properly maintained (the "Garage Landscaping Violation"); and
WHEREAS, the Special Magistrate for the City of Miami Beach imposed a fine of $150 per
day for each day of non-compliance commencing on July 20, 2023 due to DALLCs failure
to cure the Garage Landscaping Violation; and
WHEREAS, the City holds a lien against the Garage Property recorded in Official Record
Book 34051, Page 4361 of the Public Records of Miami-Dade County, stemming from the
Garage Landscaping Violation (the "Garage Landscaping Lien"); and
WHEREAS, the amount owed by DALLC with resped to the Garage Landscaping Violation
is $118,46262, induding interestthrough Apri130, 2025 (the "Existing Garage Landscaping
Fines AmounY'), as refleded in the "Special Magistrate Cases/Liens" Section on the Lien
Statement included in Exhibit B; and
WHEREAS, the Failure to Install Sod Violation, the Garage Strudural Violation, the Garage
Concrete Restoration Violation and the Garage Landscaping Violation have not been
cured as of the date of this Agreement; and
WHEREAS, to avoid the costs and uncertainties of continued litigation associated with
the Demolition by Neglect Suit and the Appeai, and to resolve certain other disputes
among the Parties related to unpaid utiliYies invoices and code violation fines, the Parties
are desirous of resolving all existing amounts owed and disputes relating to the
Demolition by Neglect Suit, the Demolition by Neglect Violation, the Appeal, the Hotel
Property Additional Violations, the Hotel Property Additional Violations Fines Amount,
the Hotel Property Utilities Debt, the Garage Property Utilities Debt, the Garage Property
Additional Violations Fines Amont and the Existing Garage Landscaping Fines Amount, on
the terms and conditions hereinafter set forth, it being understood and agreed that this
agreement shall not release the Owners from the Failure to Install Sod Violation, and shall
not release the Deauville Entities from the Garage Structural Violation, the Garage
Concrete Restoration Violation, or the Garage Landscaping Violation and, at such time as
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4/18/25 City Draft
TMG owns or has any interest in the Garage Property, diredly or indiredly, then TMG shali
also become diredly liable to the City for the Garage Structural Violation, the Garage
Concrete Restoration Violation and the Garage Landscaping Violation.
NOW, THEREFORE, in consideration of the terms and mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Owners and the City, intending to be legally bound, agree as follows:
A. Recitals. The above-referenced recitals are true and correct and are hereby
incorporated into this Agreement for all purposes.
B. Reoresentation. The Parties have entered into this Agreement without duress,
coercion, or under undue influenw of any kind, and are motivated by a desire to
avoid the costs and time associated with litigation and to arrive at a fair and
reasonable agreement with regard to the Parties' disputes. The Parties
acknowledge that they have been represented by counsel in connection with the
negotiation of the terms of this Agreement and that they enter into this Agreement
freely and voluntarily, and only after consultation with their respective counsel.
C. Effective Date of Agreement. The parties shall execute and deliver this
Agreement by or before April 21, 2025, but this Agreement shall not become fully
effective unless and until a resolution approving it is adopted by the Mayor and
City Commission of the City of Miami Beach, Florida (the "City Commission"). If the
City Commission adopts a resolution approving this Agreement, the date of the
meeting at which such resolution is adopted shall be the "Effective Date" of this
Agreement for all purposes. If the City Commission has not adopted a resolution
approving this Agreement by or before December 31, 2025, this Agreement shall
be void and of no further force or effed.
D. Terms of Agreement. In connection with the parties' mutual execution of this
Agreement and the covenants and terms herein, Owners and the City agree as
fol lows:
I. Concurrently with the execution of this Agreement, the parties shall execute
a settlement escrow agreement (the "Escrow AgreemenY') among the
parties and Holland & Knight LLP, as escrow agent (the "Escrow AgenY'), and
Owners shall wire the sum of $6,300,000.00 (the "Settlement AmounY') to
the Escrow AgenYs trust account in the following installments i): 50% on or
before April 22, 2025; and ii) 50% on or before May 20, 2025. Once this
Agreement is approved by the City Commission, (i) this Agreement shall
become fully effective, (ii) the Escrow Agent will release the Settlement
Amount to the City and (iii) the Settlement Amount shall constitute full and
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final satisfaction of (a) the Demolition by Neglect Fines Amount; (b) the
Hotel Property Additional Violations Fines Amount, (c) the Hotel Property
Utilities Debt, (d) the Garage Property Utilities Debt (e) the Garage Property
Additional Violations Fines Amont and (� the Existing Garage Landscaping
Fines Amount. The Settlement Amount shall be paid by wire to the Escrow
Agent in accordance with instructions set forth in the Settlement Escrow
Agreement.
II. Dismissal of the Demolition by Neglect Suit. Within ten (10) business
days of the Effective Date of this Agreement, the parties shall dismiss their
respedive daims in the Demolition by Neglect Suit with prejudice. The
Parties shall bear their own costs and fees associated with the Demolition
by Neglect Suit.
III. Dismissal of Appeal. Within ten (10) business days of the Effective Date of
this Agreement, the Owner shall file a notice of voluntary dismissal of the
Appeal. The Parties shall bear their own costs and fees associated with the
Appeal.
IV. Release of Demolition by Neglect Lien. Within ten (10) business days of
the release by Escrow Agent of the Settlement Amount to the City, the City
shall record a release of lien with respect to the Demolition by Neglect Lien.
V. Release of Unpaid Hotel Property Utilities Lien. Within ten (10) business
days of the release by Escrow Agent of the Settlement Amount to the City,
the City shall record a release of lien with respect to the Unpaid Hotel
Property Utilities Lien.
VI. Uncured Violations at Garage Property. Although the Existing Garage
Landscaping Violation fines Amount representing fines and interest owed
in respect of the Garage Landscaping Violation as of April 30, 2025 is being
settled pursuant to this Agreement, DALLC shall remain liable for curing the
Garage Landscaping Violation and the daily fine of $150 per day, together
with interest, shall continue to accrue until such time as the Garage
Landscaping Violation has been cured and DALLC has obtained an affidavit
of compliance with respect thereto. Within five (5) business days of DALLC
obtaining an affidavit of compliance and DALLC's payment in full of any then
outstanding fines and interest with respect to the Garage Landscaping
Violation, the City shall record a release of lien with resped to the Garage
Landscaping Lien. Similarly, the DALLC shall remain liable for curing the
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Garage Strudural Violation, and the Garage Concrete Restoration Violation.
and the Failure to Install Sod Violation. Owners agree to use commercially
reasonable best efforts to cure the Garage Landscaping Violation and the
Failure to Install Sod Violation by or before June 30, 2025. The City
acknowledges that DALLC has commenced to cure the Garage Strudural
Violation and the Garage Concrete Restoration Violation, and DALLC agrees
to diligently pursue the cure of these violations to ensure they have been
completed by or before December 31, 2025. As of the date of execution of
this Agreement, TMG does not, diredly or indirectly, own or have any other
interest in the Garage Property, but it is anticipated that TMG will become
an owner or have another interest in the Garage Property. From and after
the date that TMG becomes an owner or acquires any other interest in the
Garage ProperTy, directly or indirectly, the term "DALLC" in this paragraph,
shall be deemed replaced with the term "Owners" and the phrase "DALLC
shall remain" shall be automatically be replaced with the phrase "Owners
shall remain jointly and severally."
VII. Uncured Violations at Hotel Property. The Failure to Install Sod Violation
remains open and Owners shall remain liable for curing the Failure to Install
Sod Violation and any fines that may accrue. Within five (5) business days
of obtaining an affidavit of compliance and payment in full of any then
outstanding fines and interest with respect to the Failure to Install Sod
Violation, the City shall record a release of lien with resped to the Failure to
Install Sod Violation. The City acknowledges that the Owners have
commenced to cure the Failure to Install Sod Violation, and the Owners
agree to diligently pursue the cure of these violations to ensure they have
been completed by or before Dewmber 31, 2025
VIII. Release. The Parties hereby remise, release, acquit and forever discharge
one another and their respedive attorneys, affiliates, subsidiaries, parent
companies, representatives, officers, diredors, employees, shareholders,
agents, administrators, successors, predecessors, principals, trustees
receivers and assigns from any past, present and future daims, actions,
causes of action, demands, rights, damages, costs, losses, expenses,
compensations and obligations which exist or which may hereafter accrue,
whether known or unknown, whether foreseen or unforeseen, whether
matured or not mature, whether latent or patent, whether discovered or
undiscovered, and the consequences thereof, having resulted, resulting or
to result from any or all of the following:
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a. All matters or disputes which have been or muld have been alleged
in the Demolition by Negled Suit or the Appeal;
b. Any rights of the Parties pursuant to any code, statute or law, whether
now or hereafter in effect, relating to any of the daims and fines
being settled pursuant to this Agreement;
c. Any and all claims for attorney's fees and costs in any way related to
the Demolition by Neglect Suit, the Appeal, and any other matters
related to any of the claims and fines being settled pursuant to this
Agreement.
For the avoidance of doubt, the foregoing release shall not be construed as
releasing the Owners from the Failure Install Sod Violation, the Garaqe Structural
Violation, the Garage Concrete Restoration Violation, or the Garage Landscaping
Violation or any fines accruing as a result of such violations except for any existing
tines which have been expressly settled pursuant to this Agreement.
E. Enforcement; Remedies. The parties hereto shall have all equitable and legal
remedies available under Florida law to enforce the terms and conditions of this
Agreement, and the terms of this Agreement shall be specifically enforceable in
Circuit Court.
F. Governing Law;Venue. This AgreemenY shall be construed, interpreted, enforced,
and governed in accordance with the laws of the State of Florida. Venue for any
adion arising out of or related to this Agreement shall be in Miami-Dade County,
Florida.
G. Authorit¢ Each party represents and warrants, with respect to itself, that the
execution and delivery of this Agreement has been authorized by all necessary
action of each party, and that this Agreement constitutes the legal, valid, and
binding agreement of each party, enforceable in accordance with its terms. It is
=xpressly understood and agreed that this Agreement shall not become binding
upon the City unless and until the City Commission approves this Agreement at a
public meeting in accordance with Florida law.
H. Severabilitv. If any part of this Agreement is found invalid or unenforceable by any
court of mmpetentjurisdiction, such invalidity or unenforceability shall not affect
the other parts of this Agreement if the rights and obligations of the parties
contained therein are not materially prejudiced and if the intentions of the parties
can continue to be effectuated. To that end, this Agreement is dedared severable.
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I. Entire Ac�reement. This Agreement constitutes the sole and entire agreement
between the Parties and supersedes all prior and contemporaneous statements,
promises, understandings or agreements, whether written or oral.
J. Disclaimer of Third-Part�eneficiaries. This Agreement is solely for the benefit
of Owners and the City, and their respective successors and assigns, and no right
or cause of action shall accrue by reason hereof to or for the benefit of any third
party not a formal party hereto. Nothing in this Agreement, expressed or implied,
is intended or shall be construed to confer upon or give any other third person or
entity any right, remedy, or daim under or by reason of this Agreement or any
provisions or conditions hereof, other than as expressly stated herein.
K. Construction: Headinqs. All parties hereto acknowledge that they participated in
the negotiation and drafting of the terms of this Agreement and acknowledge that
no provision shall be strictly construed against one party or the other based solely
on draftsmanship. All sedions and descriptive headings in this Agreement are
inserted for convenience only, and shall neither affect the construction or
interpretation hereof, nor add or subtract from the meaning of the contents of
each section.
L. Interpretation. This Agreement shall be read and interpreted in such a manner as
to give all provisions their ordinary and customary meaning, and all words, terms,
and phrases not othenvise specifically defined by a capitalized term or otherwise
shall have the same meaning and interpretation as customarily used among lay
persons. The terms "hereby," "hereof," "herein," "hereto," "hereunder," and any
similar terms refer to this Agreement in its entirety and not solely to the particular
section or paragraph in which the term is used. All words, terms, and phrases
specifically defined by a capitalized term shall apply throughout this Agreement in
its entirety and not solely to the particular section or paragraph in which the term
is used. In construing this Agreement, the singular shall be held to indude the
plural, the plural shall indude the singular, and the use of any gender shall indude
every other and all genders.
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M. Notices. All notices and other communications required hereunder shall be in
writing and shall be delivered personally, or by registered or certified mail, retum
receipt requested, postage prepaid, or by Federal Express, Airborne Express Mail,
or other nationally recognized overnight commercial delivery service, fees prepaid
for next day delivery. Such notices shall be deemed to have been received (i) upon
delivery, if personally delivered; (ii) upon the earlier of actual receipt or the third
day after mailing, if mailed by registered or certified United States mail, return
receipt requested, postage prepaid; and (iii) upon the earlier of adual receipt or
the next business day if sent by Federal Express, Airborne Express, or other
nationally recognized overnight commercial delivery service, if fees are prepaid for
next day delivery. The addresses for delivery of such notices shall be as follows:
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TO THE CITY:
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami, Florida 33139
With a copy to:
City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami, Florida 33139
TO THE OWNERS
TMG Communities 67 LLC
3310 Mary Street, Suite 302
Coconut Grove, Florida 33133
Attn. Legal Department
Deauville Associates LLC
5101 Collins Avenue, Attn. Management Office
Miami Beach, Florida 33140
With a copy to:
Bercow, Rad.11 Femandez Larkin & Tapanes PLLC
200 S Biscayne Boulevard, Suite 300
Miami, Florida 33131
Attn. Jeffrey Bercow, Esq.
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Or to such other address as any party hereto shall from time to time designate to the
other party by notice in writing as herein provided.
N. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original and need not be signed by more than one of the
parties hereto and all of which shall constitute one and the same agreement.
Signatures to this Agreement transmitted by eledronic mail in .pdf form, or by any
other elecVonic means designed to preserve the original graphic and pidorial
appearance of a document, will be deemed to have the same effect as physical
delivery of the paper document bearing the original signatures. No party shall be
bound until such time as the other party has executed counterparts of this
Agreement.
The parties hereto further agree that each party shall execute and deliver all other
appropriate supplemental agreements and other instruments and take any other
action necessary to make this Agreement fully and legally effective, binding, and
enforceable as between them and as against third parties.
O. Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of the respective successors, heirs, assigns, representatives, affiliates,
officers, directors, and members of the parties hereto.
P. Effective Date. This Agreement shall become binding upon the date of execution
by the last of the parties hereto but shall only become fully effective upon its
approval of the Agreement by the Mayor and City Commission (the date of such
approval, the "Effedive Date").
Q. Waiver of Jury Trial. The parties hereby knowingly, voluntarily, and intentionally
waive any right to a jury trial with respect to any daims arising in connection with
this Agreement.
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IN WITNE55 WHEREOF, the parties hereto have caused this Agreement to be
executed in a manner sufficient to bind them on the day and year identified below.
Signed, sealed, and delivered before me:
THE CITY OF MIAMI BEACH, FLORIDA, a Florida
municipal corporation
By:
Eric T. Carpenter, City Manager
Date:
ATTEST:
Rafael E Granado, City Clerk
APPROVED AS TO FORM:
Ricardo 1. Dopico, City Attorney
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4/18/25 City Draft
WITNESSES TMG 67 Communities, LLC a Delaware
Limited Liability Company,
By:
Print Name: Name:
Its:
Print Name: Date:
STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was sworn and subscribed before me by means of [ ]
physical presence or [ ] online notarization this _ day of 2025 by
, as of TMG 67 Communities LLC, on behalf of
said entity. Said person (check one) ( ) is personally known to me or ( ) produced
as identification.
NOTARY PUBLIC, State of Florida at Large.
Print or Stamp Name:
Commission No.:
My Commission expires:
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4/18/25 City Draft
Deauville Associates, LLC a Florida
WITNESSES Limited Liability Company,
By:
Name:
Print Name:
Its:
Date:
Print Name•
STATE OF FLORIDA )
) SS
COUNTY Of MIAMI-DADE )
The foregoing instrument was sworn and subscribed before me by means of [ ]
physical presence or [ ] online notarization this _ day of 2025 by
, as of Deauville Associates, LLC, on behalf of
said entity. Said person (check one) O is personally known to me or O produced
as identification.
NOTARY PUBLIC, State of Florida at Large.
Print or Stamp Name:
Commission No.:
My Commission expires:
22
4/18/25 City Draft
Deauville Hotel Property, LLC a Florida
WITNESSES Limited Liability Company,
By:
Name:
Print Name:
Its:
Date:
Print Name•
STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was swom and subscribed before me by means of [ ]
physical presence or [ ] online notarization this _day of 2025 by
, as of Deauville Associates, LLC, on behalf of
said entity. Said person (check one) O is personally known to me or O produced
as identification.
NOTARY PUBLIC, State of Florida at Large.
Print or Stamp Name:
Commission No.:
My Commission expires:
23
4/18/25 City Draft
Deauville Hotel Holdings, LLC a Florida
WITNESSES Limited liability Company,
By:
Name:
Print Name•
Its:
Date:
Print Name•
STATE OF FLORIDA )
) 55
COUNTY OF MIAMI-DADE )
The foregoing instrument was swom and subscribed before me by means of [ ]
physical presence or [ ] online notarization this day of 2025 by
, as of Deauville Associates, LLC, on behalf of
said entity. Said person (check one) O is personally known to me or O produced
as identification.
NOTARY PUBLIC, State of Florida at Large.
Print or Stamp Name:
Commission No.:
My Commission expires:
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Exhibit A
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Exhibit B
26