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RECORDING PREPARED BY:
Bercow Radell Fernandez Larkin+Tapanes,PLLC
200 S.Biscayne Blvd,Suite 300
Miami,FL 33131
Attention: Michael Larkin,Esq.
NOTICE: DEVELOPMENT AGREEMENT
NOTE TO CLERK: This Development Agreement replaces and supersedes the prior recorded
Development Agreement in Official Records Book 34856,Pages 3136-3195,of the Public Records
of Miami-Dade County, Florida, in its entirety. The Development Agreement is being re-recorded
to replace the City of Miami Beach's signature page.
Prepared by and Return to:
Bercow Radell Fernandez Larkin &Tapanes
Attn: Michael Larkin
200 South Biscayne Boulevard, Suite 300
Miami, Florida 33131
(Space Reserved for Clerk)
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this "Aareement") is made and entered into by
and among the CITY OF MIAMI BEACH, a Florida municipal corporation (the "City„), and
jointly and severally, TMG 67 COMMUNITIES LLC, a Delaware limited liability company,
DEAUVILLE ASSOCIATES LLC, a Florida limited liability company, (collectively, the
"Developer").
Introduction
A. The property that is the subject of this Agreement lies in Miami Beach,
Miami-Dade County, Florida. This Agreement, among other things, is intended to and
shall constitute a development agreement between the parties pursuant to Sections
163.3220-163.3243, Florida Statutes, the "Florida Local Government Development
Agreement Act (the "Act") and Chapter 2, Article XI of the City's Land Development
Regulations (the "Resiliency Code").
B. The City is a Florida municipal corporation with powers and authority
conferred under the Florida Constitution, the Municipal Home Rule Powers Act, Florida
Statutes, the Miami Beach City Charter and the Miami Beach City Code of Ordinances.
The City has all governmental, corporate and proprietary powers to enable it to conduct
municipal government, perform municipal and governmental functions, and render
municipal services, including the authority to adopt, implement and enforce (together
with any other required governmental approvals) comprehensive plans, zoning
ordinances, redevelopment plans, and other police power and legislative measures
necessary to assure the health, safety and general welfare of the City and its inhabitants.
C. The Developer owns the property located at the 6701 Collins Avenue, Miami
Beach, Florida, more specifically described in Exhibit "A" attached hereto and
incorporated herein by this reference (the "Developer Propertv").
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GLG 49112410-5010v6
D. The Developer Property was previously developed with a contributing
historic building known as the Deauville Hotel. The previously existing Deauville Hotel was
constructed in 1956 and designed by noted Miami Beach architect Melvin Grossman, in
the Post War Modern (MiMo) style, was classified as contributing in the Miami Beach
Historic Properties Database and was located within the North Beach Resort Local Historic
District.
E. The Deauville Hotel was an outstanding example of the Post War Modern
style and was featured in the 1958-1959 issue of Florida Architecture. One of the most
noticeable features of the building was its dramatic porte-cochere, comprised of
sweeping intersecting parabolic curves, which created a defining entry point for this once
all-inclusive resort. Stepped horizontal planes rose from the street to the second floor
lobby entrance along the building's fa�ade, providing shelter and a clear pedestrian
procession from Collins Avenue. This lobby entrance was one of the three main
differentiated architectural features of the building. Over time,the Deauville Hotel became
a landmark for more than just its architecture; it was also the site of the Beatles' second
performance in the United States for the Ed Sullivan Show on February 16, 1964. There
were many other notable entertainers of the 1950s and 1960s that performed at the hotel,
including but not limited to Frank Sinatra, Sammy Davis Jr., Dean Martin, Tony Bennett,
Bing Crosby, and Judy Garland.
F. The Deauville Hotel was highlighted in the North Beach Master Plan, dated
October 19, 2016, as one of the most notable hotels in the North Beach Resort District.
The City's historic preservation ordinance prioritizes the protection and revitalization of
sites and districts within the City having special historic, architectural, and archaeological
value to the public. This includes the "protection of such historic sites and districts to
combat urban blight, promote tourism, foster civic pride, and maintain physical evidence
of the City's heritage"; the "encouragement and promotion of restoration, preservation,
rehabilitation and reuse of historic sites and districts by providing technical assistance,
investment incentives, and facilitating the development review process"; and the
"promotion of excellence in urban design by assuring the compatibility of restored,
rehabilitated or replaced structures within designated historic districts." See Section 2.13.1
of the Resiliency Code.
G. Deauville Associates, LLC also owns the property more specifically described
in Exhibit "B" attached hereto and incorporated herein by this reference (the "Garacte
Property"), which is currently improved with a parking garage historically used in
connection with the operation of the Deauville Hotel.
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H. The Developer applied to amend the City's 2040 Comprehensive Plan and
Resiliency Code to establish the "North Beach Oceanfront Overlay" through Planning
Board File Nos. P624-0708 and PB24-0693 and the City has approved the amendments
through Ordinance Nos. 2025-4750 and 2025-4751.
I. The Developer seeks to redevelop the Developer Property with a partial
reconstruction of the former Deauville Hotel pedestal and reinterpretation of the former
Deauville Hotel tower with a contemporary rooftop addition above portions of the
reconstructed pedestal containing long term residential units, as reflected in the detailed
matrix of floor areas, including residential tower floor plates attached as Exhibit "C"
attached hereto and incorporated herein by this reference, consistent with the zoning
regulations of the City's Land Development Regulations (as may be amended by the
Comprehensive Plan Amendment and Land Development Regulations Amendments) as
further detailed in this Agreerrlent (the "Deauville Project").
J. The Developer intends to provide certain public benefits for the North
Beach area of the City ("North Beach"), including: (1) partial reconstruction of the former
Deauville Hotel building including the pedestal and a reinterpretation of the original hotel
tower within a certain timeframe; (2) construction and perpetual access to pathways
connecting Collins Avenue to the beach walk; (3) leasing, conveying and/or granting
easements over certain areas within the Garage Property to the City for public parking
and public purposes; (4) providing funding for certain costs associated with planning
future improvements to the Byron Carlyle Theater site located at 500 71 Street (the "Bvron
Carl I�e Site"); (5) development of a pocket park; and (6) funding of infrastructure
improvements in North Beach (the "Public Benefits").
K. Having fully considered this Agreement at two (2) duly noticed public
hearings in compliance with Section 163.3225 of the Act; and, having determined that the
Project and this Agreement are in compliance with the City's Comprehensive Plan and
Land Development Regulations (as may be amended by the Comprehensive Plan
Amendments and the Land Development Regulations Amendments (as more specifically
defined below)) as of the Effective Date; and, having further determined that it is in the
City's best interest to address the issues covered by this Agreement in a comprehensive
manner; the City has agreed to enter into this Agreement with the Developer.
L. The City has determined that the Project and the Public Benefits will benefit
the City and the public, through without limitation, the partial reconstruction of the
Deauville Hotel tower and reinterpretation of the Deauville Hotel tower (collectively
considered a partial reconstruction of the former Deauville Hotel), increased beach
accessibility, improvements to the availability of parking and infrastructure improvements
3
in North Beach, and the facilitation of development of an Art and Culture Center at the
Byron Carlyle Site.
M. All capitalized terms used in this Introduction are defined in Paragraph 3 of
or elsewhere in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1. Recitations/Authorit�. The foregoing recitations are true and correct and are
incorporated herein by this reference. This Agreement is entered into pursuant
to the authority and procedures provided by the Act and Chapter 2, Article XI,
of the Resiliency Code.
2. Definitions. All capitalized terms used in this Agreement shall have the
definitions set forth in this Paragraph 3 unless such terms are defined elsewhere
in the body of this Agreement.
a) "Act" is defined in the recitals.
b) "Accessory Uses" shall mean uses customarily associated with hotels
and multifamily residential uses, which are open to hotel guests,
residents of the multi-family residential units and their guests, and/or
the generat public.
c) "Buildin�Permit" shall mean any permit issued by the City of Miami
Beach Building Department or Building Official, including any
foundation, building or phased permits.
d) "Business Dav" shall mean any day other than a Saturday, Sunday, any
federal or state holiday and the following Jewish holidays: Passover
(the first two (2) days and last two (2) days only), Shavuot(two (2) days),
Rosh Hashanah (two (2) days), Yom Kippur (one (1) day), and Sukkot
(the first two (2) days and last two (2) days only). If any period expires
on a day which is not a Business Day or any event or condition is
required by the terms of this Agreement to occur or be fulfilled on a
day which is not a Business Day, such period shall expire or such event
or condition shall occur or be fulfilled, as the case may be, on the next
succeeding Business Day.
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e) "Byron Carlvle Site" shall mean the property located at 500 71 Street
and adjacent City-owned surface parking lot.
fl "City„ shall mean the City of Miami Beach, a Florida municipal
corporation, having its principal offices at 1700 Convention Center
Drive, Miami Beach, Florida 33139. In the event the City exercises its
regulatory authority as a governmental body, the exercise of such
regulatory authority and the enforcement of any laws, rules,
regulations, ordinances, and plans (including through the exercise of
the City's building, fire, code enforcement, police department or
otherwise) shall be deemed to have occurred pursuant to the City's
regulatory authority as a governmental body and shall not be
attributable in any manner to the City as a party to this Agreement or
in any way deemed in conflict with, or a default under, the City's
obligations hereunder.
g) "Com�rehensive Plan" shall mean the comprehensive plan which the
City has adopted and implemented for the redevelopment and
continuing development of the City pursuant to Chapter 163 Part II, of
the Florida Statutes.
h) "Comprehensive Plan Amendments" shall mean any amendments to
the Comprehensive Plan to, among other things: (a) amend the
Comprehensive Plan to establish the "North Beach Oceanfront
Overlay" land use overlay category; and (b) amend the text of the
Comprehensive Plan to authorize floor area bonuses for property
within the North Beach Oceanfront Overlay.
i) "Deauville Project" is defined in the recitals.
j) "Developer" shall mean the persons or entities named in the preamble
to this Agreement, and any permitted successors, or assigns thereof;
provided, however, the term "Developer" shall not mean the City.
k) "Developer Property" is defined in the recitals.
I) "Development Order" shall mean any order granting, denying, or
granting with conditions an application for a Development Permit.
m) "Development Permit" shall have the meaning set forth in Section
163.3221(5), Florida Statutes (2025).
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n) "Effective Date" shall mean the date when the City records the
executed Agreement in the Public Records of Miami-Dade County, as
provided in Section 163.3239, Florida Statutes (2025), and Paragraph
13 of this Agreement.
o) "Execution Date" shall mean the date the last of the required parties
executes this Agreement.
p) "Garage Project" shall mean the repairs, maintenance and operation
of the Garage Property, as further detailed in Section 5, consistent with
the zoning regulations of the City's Land Development Regulations
and other relevant provisions of the City Code and the City's Resiliency
Code.
q) "Garaae Property" shall mean the property more specifically
described in Exhibit "B" attached hereto and incorporated herein by
this reference.
r) "Land Develo�ment Rec�ulations" shall have the meaning set forth in
Section 163.3221(8), Florida Statutes (2025) and shall also include,
without limitation, the definition of "land development regulations" in
Section 1.2.1 of the City's Resiliency Code.
s) "Land Development Regulations Amendments" shall mean
amendments to the Land Development Regulations to, among other
things: (a) establish the "North Beach Oceanfront Overlay" within the
City's Land Development Regulations; and (b) amend the text of the
Land Development Regulations to authorize floor area and height
bonuses, as well as establish regulations that facilitate the partial
reconstruction of the Deauville Hotel on the Developer Property under
the terms of the North Beach Oceanfront Overlay.
t) "Laws" shall mean ali laws, rules, regulations, ordinances, plans,
resolutions, comprehensive plans and land development regulations,
specifically including the City's Comprehensive Plan and Resiliency
Code.
u) "Project" shall mean, collectively, the Deauville Project and the Garage
Project.
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v) "Resiliency Code" shall mean the City's current land development
regulations.
w) "Overlav" shall mean the "North Beach Oceanfront Overlay" in the
Comprehensive Plan and Land Development Regulations proposed
through File Nos. through Planning Board File Nos. PB24-0708 and
PB24-0693 and approved through Ordinance Nos. 2025-4750 and.
2025-4751.
x) "Trianqle Pocket Park Site" shall mean the existing landscaped swale
area located at the intersection of 67th Street, Indian Creek Drive, and
Harding Avenue more specifically described in in Exhibit "D" attached
hereto and incorporated herein by this reference.
3. The Deauville Project.
a) The Deauville Project shall be a mixed-use development consisting of
hotel, residential, and accessory uses. The maximum total floor area
permitted upon the Developer Property shall not exceed 900,041
square feet which shall be distributed among the hotel, residential and
accessory uses substantially in the manner set forth in Exhibit "C".
b) It is prohibited to establish a casino, gambling lounge, betting house,
gaming house, or other similar gambling or gaming use within the
Deauville Project.
c) The height of any multi-family residential tower on the Developer
Property shall not exceed 300 feet in height (as measured from Design
Flood Elevation, as defined in the Land Development Regulations), and
any architectural projections will comply with the terms of the Land
Development Regulations (as may be amended by the Comprehensive
Plan Amendment and the Land Development Regulation Regulations
Amendments).
d) The uses permitted on the Developer Property shall be: up to 200
multi-family residential units, up to 140 hotel rooms, and accessory
uses (as defined herein).
e) The floor area of the Deauville Project shall be divided as follows:
7
i. A minimum 150,000 square foot mixed-use pedestal incorporating
the partial reconstruction of the former Deauville Hotel buiiding
pedestal;
ii. A minimum 100,000 square feet hotel floor area;
iii. A maximum of 650,000 square feet of residential tower floor area;
and
iv. Floor area associated with accessory uses.
fl The Deauville Project shall include two pedestrian pathways to the
City's Beachwalk, one elevated pathway located at the north side of the
Developer Property with an estimated cost to construct of
$3,879,694.00, and one located south side of the Developer Property
with an estimated cost to construct of $2,531,071.00. The Developer
shall prepare, for the City's approval, a Declaration of Restrictive
Covenant or Access Easement providing that the Pedestrian Pathways
from Collins Avenue to the Beachwalk shall be open for use by
pedestrians from 6AM until sunset, every day of the week, in
perpetuity.
g) The Deauville Project shall include on-site parking in accordance with
the provisions of the Land Development Regulations (as may be
amended by the Comprehensive Plan Amendment and the Land
Development Regulations Amendments). Parking for the Deauville
Project may also be located on the Garage Property.
4. Development A�provals.
a) The Developer acknowledges that development of the Deauville
Project will require approval of a Certificate of Appropriateness ("COA")
by the City's Historic Preservation Board ("HPB"), which will determine
if the partial reconstruction of the former Deauville Hotel building
including the pedestal and a reinterpretation of the original hotel
tower is appropriate, and requires conditional use approval by the
City's Planning Board (collectively, the "Project Zoninq Approvals").
b) Promptly following the Effective Date, the Developer shall diligently
prepare applications requesting the Project Zoning Approvals
(collectively, the "Proiect Zoning A�plications"). The preparation of
8
the Project Zoning Applications shall be at the sole cost and expense
of the Developer, in accordance with all City requirements, and shall
include proposed plans sufficiently developed to permit the HPB
and/or Planning Board (as applicable) to act on the Project Zoning
Appfication(s).
c) The deadlines for obtaining a building permit under any Project Zoning
Approval shall be deemed to run with Term of this Agreement.
d) The Developer acknowledges that review of the Project Zoning
Applications by the City and its Boards is quasi-judicial, and that
nothing in this Agreement obligates the City to approve the Project
Zoning Applications or limits the quasi-judicial authority of the City
and its Boards to impose conditions or take any action on the Project
Zoning Applications as provided by the City Code. If either or both of
the Project Zoning Applications is or are denied by the City, or if either
or both of the Project Zoning Approvals contain any terms, conditions
or obligations not consistent with the terms and conditions of this
Agreement or otherwise unacceptable to Developer in its sole and
absolute discretion, then the Developer may elect to: (i) diligentfy
prepare revised Project Zoning Applications requesting the Project
Zoning Approvals for a revised Deauville Project that still conforms
with the Deauville Project as defined in this Agreement or (ii) exercise
any rights of appeal the Developer may have.
e) The Developer shall submit a legally sufficient application to the
Planning Board for the conditional use of the Garage Property within
sixty (60) days of the Effective Date.
5. Develo�er`s Public 8enefit Obfi atq ions. In exchange for the extended deadlines
authorized in Section 2.11.2 of the Resiliency Code and the City's agreement to
use good faith efforts to expedite processing of all Applications for
Development Approvals and Development Permits, the Developer shall comply
with the following requirements as public benefits to the City:
a) The Deauville Project.
i. The Developer shall submit legally sufficient Project Zoning
Appfications to the City within eighteen (18) months after the
Effective Date and diligently pursue the approval of the Deauville
Project.
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ii. The Developer shail prepare and submit the building permit
application for the Project within eighteen (18) months after the final
non-appealable approval of a COA for the Project by the City's HPB
or the issuance of a conditional use permit for the Project by the
City's Planning Board.
iii. The Developer shall complete and, if relevant, secure a temporary
certificate of occupancy for the following elements of the Deauville
Project within five (5) years of the issuance of the building permit:
1. A minimum 150,000 square foot mixed-use pedestal
incorporating the partial reconstruction of the former
Deauville Hotel building, and
2. The two pedestrian pathways to the City's Beachwalk located
at the north and south sides of the Developer Property.
b) Use of Garage Property.
i. Within sixty (60) days of the Effective Date, the Developer shall
engage a structural engineer to evaluate the structural integrity of
the Garage Property. The structural engineer's report shall be
provided to the City within ninety (90) days of the date the engineer
is engaged. The Developer shall apply for a conditional use approval
for the Garage Property within sixty (60) days of the Effective Date.
ii. If, within thirty (30) days of the City reviewing the engineer's report,
no life-safety concerns or structural deficiencies are raised, the
Developer shall permit the City to utilize a minimum of one hundred
and fifty(150) parking spaces in a location within the Garage Property
mutually acceptable to the City and the Developer, for public parking
(the "Public Parking Spaces"), immediately upon the conditional use
approval being secured.
iii. If life-safety concerns or structural deficiencies are raised in the
engineer's report, the Developer shall be responsible for diligently
pursuing all necessary repairs to correct the life-safety issues and
structural deficiencies, which shall be completed within one hundred
and eighty (180) days of the City reviewing the engineer's report. The
Developer may make a written requests for an extension of the time
to complete the repairs upon a showing that the Developer is
10
diligently pursing building permits to complete the repairs in good
faith and the extension of time is reasonably necessary to obtain the
required building permit(s) and complete the repairs, and an
extension of time may be granted by the City Manager. on a one-
time basis, in the City Manager's sole discretion.
iv. Upon the completion of any necessary repairs required under Section
5(b)(i)-(iii) and issuance of the conditional use permit for public
parking at the Garage Property, the Developer shall lease, convey
permit, or otherwise permit the City to use the Public Parking spaces
immediately, for a period of not less than twenty-four (24) months
(the "Temporary Public Parking Period"). Following the Temporary
Parking Period, the Developer may modify the number of parking
spaces available to the City, or temporarily close the Garage Property
for use by the public, for the purpose of making improvements and
upgrades to the Garage Property, for the time period reasonably
necessary to make such improvement and upgrades. The Developer
shall make commercially reasonable efforts to maintain all or a
portion of the Public Parking Spaces available to the public (including
relocating the Public Parking Spaces within the garage if
commercially reasonable) or complete improvements in a manner to
allow restoration of the temporary public parking use within a
reasonable time after commencement of the improvement and
upgrades. If this Agreement is terminated pursuant to Section 18, the
Developer shall have the option to terminate the temporary public
use after the Temporary Public Parking Period and shall thereafter
have no obligation to provide the Public Parking Spaces to the City.
Upon issuance of a master building permit for the Deauville Project,
the Developer shall lease, convey, or otherwise permit the City to
utilize the Public Parking Spaces in perpetuity, in a form acceptable
to the City Attorney.
v. The Developer may elect to establish a commercial condominium, at
the Developer's sole cost and expense, to allow conveyance of the
parking spaces to the City in a form acceptable to the City Attorney,
or the Developer may lease for a period of ninety-nine (99) years for
one dollar ($1.00) per year, in a form acceptable to the City Attorney,
the Public Parking Spaces to the City, or may otherwise authorize use
of the Public Parking Spaces by the City via appropriate instrument
in a form acceptable to the City Attorney. The Developer shall
11
permanently convey or lease the parking spaces to the City at the
earlier of (i) thirty-six (36) months from the Effective Date; or (ii)
within thirty (30) days of issuance of a master building permit for the
Deauville Project, except that in the event the Developer elects to
form a commercial condominium to convey the parking spaces to
the City, the City Manager may extend this timeframe to allow for
establishment of the condominium, provided that the Developer has
commenced the process to form the commercial condominium and
is proceeding in good faith with establishment of the commercial
condominium.
vi. The City shall operate the public parking use, including installing all
necessary equipment to serve the public parking spaces, managing
methods of payment, sanitation, refuse collection, security, and any
other matter reasonably necessary for the day-to-day operation of a
parking garage.
vii. The Developer may, at its option, subject to the issuance of all
necessary City approvals, incorporate a sales center for the Deauville
Project into the Garage Property.
viii. For the period commencing on the Effective Date and ending on the
later of: (A) five (5) years following the Effective Date or (B) the date
of issuance of the temporary certificate of occupancy for the
Deauville Project (the later of such dates, the "Contribution
Obligation Commencement Date"), the Developer shall be
responsible for all capital improvements to the Garage Property and
the City shall be responsible for standard maintenance of its spaces.
Developer shall make any necessary capital improvements in a timely
manner. From and after the Contribution Obligation Commencement
Date, the Developer and the City shall share in the cost of required
capital improvements that are solely related to the areas within the
Garage Property used for the parking of vehicles, but expressly
excluding any deferred capital improvements, on a pro rata basis,
with the City responsible for thirty-four percent (34%) of costs, and
the Developer responsible for sixty-six (66%) percent of costs. The
Developer shall provide the Public Parking spaces to the City in a
location within the Garage Property approved by the City, mutually
acceptable to the Parties. The Developer may elect, subject to the
City's right of approval after conducting such inspections as the City
12
shall deem necessary or desirable, to establish a commercial
condominium, at the Developer's sole cost and expense, to allow
conveyance of the Public Parking Spaces to the City. Upon
permanent conveyance, or lease for $1 per year, in a form acceptable
to the City, the Public Parking Spaces to the City. The Developer shall
convey the Public Parking Spaces to the City within ninety (90) days
of the spaces being made available to the City pursuant to Section
5(b)(i), except that in the event the Developer elects, and the City
agrees, to form a commercial condominium to convey the parking
spaces to the City, the City Manager may extend this timeframe to
allow for establishment of the condominium, provided that the
Developer has commenced the process to form the commercial
condominium and is proceeding in good faith with establishment of
the commercial condominium. Upon conveyance or lease of the
parking spaces, or other authorization for use of the Public Parking
Spaces by the City following issuance of a master building permit for
the Deauville Project, the City shall be responsible for thirty-four
(34%) of assessments, operating expenses, maintenance costs, (but
expressly excluding capital improvements), and utilities for the
garage. In the event the Developer elects to lease the Public Parking
Spaces to the City, or otherwise authorize the City to use the Public
Parking Spaces in a manner that does not transfer ownership of the
Public Parking Spaces to the City, the City shall not be responsible
for any portion of property taxes paid with respect to the Garage
Property at any time.
ix. If access or utilization of any City-owned spaces will be impacted by
the work on capital improvements to the Garage Property, the
Developer shall provide the City with temporary spaces within the
facility in a location reasonably acceptable to the City.
x. The City shall have the right, in its proprietary capacity, to conduct
such inspections of the Garage Property as the City shall determine
in its sole discretion from time to time upon the extent possible and
commercially reasonable notice to Developer.
xi. If, at some point in the future, the City determines, in its discretion,
that it no longer needs or wishes to use the Public Parking Spaces in
the Garage Property,the City may sell its interest in the Public Parking
Spaces but only after providing Developer with the right-of-first
13
refusal to purchase said spaces. Should the City wish to sell its
interest in the spaces, the City shall notify Developer in writing and
Developer shall have thirty (30) days to exercise its option to
purchase the Public Parking Spaces or the City is free to sell the
spaces to another party.
c) Ca,nital Contributions for the Byron C'arlyle Art and Cultural Center or for
other,nublic purpose. The Developer shall pay $7,500,000.00 ("Byron
Carlyle Contribution") to the City for use in connection with the
proposed redevelopment of the Byron Carlyle Site or for development
of affordable/workforce/attainable housing. $1,000,000.00 of the
payment shall be made within ninety (90) days of the Effective Date of
this Agreement. The remaining $6,500,000.00 shall be paid at the earlier
of (i) thirty-six months from Effective Date; or (ii) within sixty (60) days
following the issuance of a building permit for the Deauville Project,
except that the Developer shall advance up to $2,000,000.00 of the
remaining $6,500,000.00 to the City within thirty (30) days of the City's
approval of a construction contract that the City is entering into related
to the development of the Byron Carlyle Art and Cultural Center.The City
may request the advance in connection with a construction contract for
the Byron Carlyle Art and Culture Center no earlier than the date upon
which the Developer obtains approval of a final non-appealable COA for
the Deauville Project, and such request shall be in writing. The
application of the Developer's contribution shall be at the City's
discretion. Should the City determine that it does not wish to proceed
with the capital improvements of the Byron Carlyle Art and Cultural
Center, or wishes to apply the Developer's contribution to another public
purpose, the Developer shall make the entire remaining contribution of
$6,500,000.00 within thirty-six (36) months of the Effective Date and the
City may use the contribution for any public purpose, at its discretion.
d) Biscayne Beach Elementary /nfrastructu�e /m,nrovements Within thirty
(30) days of the Effective Date, the Developer shall contribute $40,000.00
to the City for improvements to the Biscayne Beach Elementary sanitary
sewer infrastructure. The application of the Developer's contribution
shall be at the City's discretion.
e) Funding for lnfrastructure Analysis and Repairs Within thirty (30) days
of securing a final non-appealable approval of a Certificate of
Appropriateness for the Deauville Project (by the City's HPB), the
14
Developer shall contribute $400,000.00 in funding to the City for the
purpose of funding an infrastructure evaluation and analysis, and any
repairs identified in the analysis. The application of the Developer's
contribution shall be at the City's discretion.
fl Resolution of Existing Fines The Developer shall pay $6,300,000.00 to
the City to resolve existing fines for code violations on the Developer
Property and the Garage Property in accordance with the terms of a
settlement agreement dated April 23, 2025 between the City and the
Developer (and certain affiliates of the Developer).
g) Deve%pment of Triangle Pocket Park. The Developer shall design and
construct a pocket park at the Developer's sole cost and expense located
within the Triangle Pocket Park Site. The development of the pocket park
shall be governed as follows.
i. Concept Plan Approval. Within a hundred and twenty (120) days of
the final non-appealable approval of a COA for the Deauville Project
by the City's HPB, the Developer shall present a concept plan to the
City Manager or designee for the creation of the Triangle Pocket
Park the "Triangle Pocket Park Concept Plan" for the City to
approve, provided that the City shall not require a scope, design or
specifications such that the aggregate hard and soft costs for the
development and construction of the Triangle Pocket Park exceeds
$250,000.00. The City Manager shall review and either confirm,
approve or disapprove the Triangle Pocket Park Concept Plan within
thirty (30) days after receipt of the same If the City Manager fails to
confirm, approve or disapprove the Triangle Pocket Park Concept
Plan within such thirty (30) day period, the plan shall be deemed
confirmed/approved by the City. However, if the City Manager
timely disapproves of the Triangle Pocket Park Concept Plan, he/she
shall give the specific and detailed reasons for such rejection, in
which event, the Developer shall submit proposed modifications to
the Triangle Pocket Park Concept Plan until the plan has been or is
deemed to have been confirmed/approved by the City.
ii. Schematic Plans/Hearing A,nproval. The Developer, at Developer's
sole cost and expense shall be responsible for preparation and
processing of all necessary materials for the City's Design Review
Board review and approval of schematic design plans implementing
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the Triangle Pocket Park Concept Plan. The Developer shall prepare
and submit the Design Review Board application within a hundred
and twenty (120) days of the City's approval of the Triangle Park
Concept Plan. The City shall timely execute all necessary application
materials upon the written request by the Developer. In the event
the Design Review Board requires changes to the proposed design,
the Developer will be responsible for preparing all necessary
modifications. The Developer shall not be required to modify the
plan in a manner such that the aggregate hard and soft costs for the
development and construction of the Triangle Pocket Park exceed
$250,000.00.
iii. Final Construction Documents and Proprietary Review. Within 365
days of the Design Review Board approval of schematic design
plans, the Developer shall prepare and submit to the City Manager
the final construction documents, including the preparation of
design and permit plans, and the preparation of materials necessary
for any development permits required by the City, County, and
State, it being understood and agreed that the Developer's design
professionals shall be responsible for preparing the construction
documents in consultation with the City. The Developer shall submit
such final construction documents to the City Manager for the sole
and limited purpose of verifying that the final construction
documents conform in all material respects with the applicable
approved Triangle Pocket Park Concept Plans. The City shall review
and either confirm/approve or disapprove such final construction
documents within thirty (30) days after receipt of the same, but for
avoidance of doubt, the City may disapprove the final construction
documents only if they do not conform in all material respects to
the applicable approved schematic design plans. If the City fails to
confirm/approve or disapprove such final construction documents
within such thirty (30) day period, then such final construction
documents shall be deemed confirmed/approved by the City.
However, if the City timely disapproves such final construction
documents, it shall give the specific and detailed reasons for such
rejection, in which event, Developer shall submit proposed
modifications to such final construction documents so that they
conform in all material respects to the applicable approved Triangle
Pocket Park Plans and then re-submit them to the City within sixty
(60) days of the City Manager's written disapproval pursuant to the
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foregoing process until such final construction documents have
been or are deemed to have been confirmed/approved by the City,
and such final construction documents, once confirmed/approved
or deemed approved by the City, shall be the documents submitted
for building permit.
iv. Processing of Construction Permit. Within ninety (90) days of the
City's proprietary approval of the final construction documents for
the Triangle Pocket Park, the Developer shall, at its sole cost and
expense, submit the building permit plans to the City. The City shall
waive any permit fees associated with the submittal, unless
mandated by state law. The Developer shall diligently pursue the
issuance of a building permit for the improvements, including
making timely revisions and resubmittals until the permit for the
improvements is issued.
v. Construction of Triangle Pocket Park. Within 365 days of the City's
issuance of all necessary permits, the Developer shall commence
construction on the Triangle Pocket Park improvements and
diligently pursue the completion of the work.
h) TemporaryPublic Open Space. A portion of the Developer Property shall
be developed as temporary public open space in accordance with the
conceptual site plan attached as Exhibit E for use by the general public
during the period of time that the Deauville Project is seeking the
required Development Approvals to develop the Deauville Project.
Within fourteen (14) days of the Effective Date of this Agreement, the
Developer shall present a draft temporary access agreement to the City
Manager for City Manager's approval, with such approval not to be
unreasonably withheld, and which shall be deemed granted if City
Manager fails to deliver notice of disapproval within sixty (60) days of
receipt of same, providing for temporary public access to the temporary
public open space. Within thirty (30) days of the Effective Date of this
Agreement, the Developer shall have prepared all required materials and
filed all necessary permit applications. Within thirty (30) days of issuance
of the required permit(s), the Developer shall commence construction of
the temporary public park improvements, inclusive of landscaping,
lighting, and irrigation.The Developer shall diligently pursue completion
of the improvements within one-hundred-twenty (120) days of issuance
of the required permits. The requirement to provide temporary public
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park use of the Developer Property shail terminate upon issuance of any
building permit in furtherance of the Deauville Project.
i) Center for Miami Modern Architecture and Resilience. The Developer
shall design and construct a minimum of 4,000 square foot of exhibition
and meeting spaces to be used as the Center for Miami Modern
Architecture and Resilience at the Deauville Hotel (the "Center") within
the mezzanine of the partially reconstructed pedestal of the Deauville
Project.The Developer shall offer the Center for exclusive use by the City,
as well as non-profit organizations or educational institutions that enter
into management, concession or other similar agreements with the City.
j) Privately Owned Public Spaces The areas depicted on the attached
Exhibit F shall be deemed privately owned public open spaces ("POPS")
that are generally open to the public. The POPS shall include a widened
sidewalk promenade along portions of the Collins Avenue frontage of
the Developer Property, a beach access path on the south side of the
Developer Property, an elevated beach access path on the north side of
the Developer Property, and the lobby of the partially reconstructed
Deauville Hotel. The hours of access for the POPS shall be as follows:
i. Col/insAvenue Sidewalk Promenade. 24 hours per day.
ii. South Beach Access The beach access path on the south side of
the Developer Property depicted in Exhibit F shall be open to the
public between the hours of 6:00 AM and 9:00 PM, seven (7) days
per week.
iii. North Elevated Beach Access The beach access path on the north
side of the Developer Property depicted in Exhibit F shall be open
to the public between the hours of 6:00 AM and 9:00 PM.
iv. Reconstructed Deauville Lobby. The reconstructed lobby of the
Deauville Hotel depicted in Exhibit F shall be open to the public
between the hours of 10:00 AM and 5:00 PM. The Owners shall be
permitted to place reasonable restrictions on the number of
persons accessing the reconstructed lobby at one time, or per day,
to mitigate impacts on the operation of the hotel.
The Owners shall install wayfinding signage within the Developer Property
notifying the public of the POPS and the hours of operation. The Owners
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shall be permitted to partially or fully close the POPS for maintenance,
repairs, upgrades, and private events, provided that such private events do
not cause the closure of the POPS for a period longer than forty-eight (48)
hours.
k) Prohibition of Gambling or Gaming Use. Upon issuance of a master
building permit for the Deauville Project, the Owners shall execute and
cause to be recorded in the public records of Miami-Dade County a
Declaration of Restrictive Covenants in a form acceptable to the City
Attorney prohibiting development of the Developer Property, or use of
the Developer Property, as a casino, gambling lounge, betting house,
gaming house, or other similar gambling or gaming use. Such
instrument shall provide for modification, amendment, or release only
by unanimous vote of the City Commission following public hearing.
I) Live Local Act and Preemptions Upon issuance of a master building
permit for the Deauville Project, the Developer shall execute and record
in the Public Records of Miami-Dade County a covenant, in a form
acceptable to the City Attorney, that voluntarily covenants and agrees
that Developer shall not avail itself of the Live Local Act, codified under
Section 166.04151, Fla. Stat (2025), any amendment thereto, or any other
state statute that preempts local land development regulations
concerning maximum permitted height, maximum permitted floor area
ratio, or maximum permitted density.
m) Allison Park lmprovements Within a hundred and twenty (120) days of
issuance of a final non-appealable COA for the Deauville Project, the
Developer shall pay to the City $500,000.00 for improvements to the
Allison Park dog park. The application of the Developer's contribution
shall be at the City's discretion.
n) Park View lsland Entrance lmprovements Within a hundred and twenty
(120) days of issuance of a final non-appealable COA for the Deauville
Project, the Developer shall pay to the City $500,000.00 for
improvements to the entrance to Park View Island. The application of
the Developer's contribution shall be at the City's discretion.
6 Conditions Precedent to Issuance of Certificate of Occupancy or Temporary
Certificate of Occupancy for the Deauville Project.The Developer acknowledges
that compliance with the public benefit requirements of Section 5(a)-(n) is
material consideration for the City's execution of this Agreement. Except as
19
otherwise provided in this Agreement, the Developer shall not apply for and
the City shall not issue � temporary certificate of occupancy, final certificate
of occupancy and/or certificate of completion for the Deauville Project (in
whole or in part) until the public benefit requirements of Section 5(a)-(n),
inclusive, are satisfied or waived, in the sole and exclusive discretion of the City
Manager. Furthermore, the Developer shall not apply for, and the City shall not
issue any final certificate of occupancy and/or certificate of completion for the
Deauville Project (in whole or in part) until the public benefit requirements of
Section 5(a)-(n) are satisfied or waived, in the sole and exclusive discretion of
the City Manager.
GENERAL PROVISIONS
7 Applications for Development A�provals and Development Permits. This
Agreement contemplates that the Developer will file applications for Deauville
Project Zoning Approvals and Development Permits within eighteen (18)
months after the Effective Date. The City shall expedite the processing of all
Development Permit and Project Zoning Approvals applications.
Notwithstanding the foregoing, the Developer shall be solely responsible for
obtaining all final, non-appealable Project Zoning Approvals and Development
Permits for the Deauville Project. No extension of any time period herein shall
be deemed to be an extension of any time periods contained within
Development Permits. The expiration of the Project Zoning Approvals for the
Deauville Project and the Triangle Pocket Park shall be subject to Section 2.11.2
of the Resiliency Code.
8 Laws Governing this Agreement. For the entire Term of this Agreement, the City
hereby agrees that the City's Resiliency Code (as may be amended by the
Comprehensive Plan Amendment and the Land Development Regulations
Amendments) governing the development of the Developer Property, as they
exist as of the Execution Date of this Agreement, shall govern the development
of the Developer Property (including the Deauville Project and the Park Project)
during the entire Term of this Agreement. Notwithstanding the foregoing, the
City may apply subsequently adopted laws or policies of general applicability
to the Developer Property (including the Deauville Project) (particularly as they
may relate to quality of life issues such as, but not limited to noise, litter, and
hours of operation) as permitted or required by the Act, including, without
limitation, Section 163.3233(2), Florida Statutes, as same may be amended from
time to time; provided, however, that in no event shall the City apply any
subsequently adopted law or policies in a manner that requires any alterations
20
or modifications to the Deauville Project or the Triangle Pocket Park Project or
any amendments or modifications to the Project Zoning Approvals.
9 Compliance with Local Regulations Regarding Development Permits. This
Agreement is not and shall not be construed as a Development Permit,
Development Order, approval or authorization to commence any development,
fill, or other land modification. The Developer and the City agree that the failure
of this Agreement to address a particular permit, approval, procedure,
condition, fee, term or restriction in effect on the Effective Date shall not relieve
the Developer of the necessity of complying with any such permit, approval,
procedure, condition, fee, term or restriction, subject however to the terms and
provisions of this Agreement.
10 Reservation of Riahts. This Agreement shall not affect any rights that may have
accrued to any party to this Agreement under any applicable law, rule or
regulation and each party hereto reserves any and all of such rights.
11 Consistency with the City's Comprehensive Plan. The City has adopted and
implemented the Comprehensive Plan. The City hereby finds and declares that
the provisions of this Agreement dealing with the Developer Property
(including the Deauville Project) are consistent with the City's Comprehensive
Plan and Resiliency Code (as may be amended by the Comprehensive Plan
Amendment and the Land Development Regulations Amendments), subject to
all applicable requirements, permits and approvals.
12 Concurrencv. The Developer shall be solely responsible for obtaining all land
use permits for the Deauville Project, including, but not limited to, all permits
and approvals required pursuant to Section 163.3180, Florida Statutes, as same
may be amended from time to time, with respect to concurrency requirements
for roads, sanitary sewer, solid waste, drainage, potable water, parks and
recreation, and schools (the "Concurrency Requirements"). Prior to applying
for the master building permit for the Deauville Project, Developer shall apply
to the appropriate governmental authorities and obtain letters or other
evidence that the Developer has satisfied all applicable Concurrency
Requirements with respect to the Deauville Project, and shall diligently and in
good faith obtain such letters or other evidence that the Deauville Project
meets all applicable Concurrency Requirements, and shall pay such impact fees
or mobility fees as may then be due or applicable to meet Concurrency
Requirements.
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13 Effective Date; Duration; Term, and Periodic Review.
a) Within fourteen (14) days following approval of this Agreement at two (2)
public hearings and the execution of this Agreement by all parties, the
City shall record this Agreement in the Public Records of Miami-Dade
County. This Agreement shall become effective only after it has been
recorded in the Public Records of Miami-Dade County, Florida. The
Developer agrees that it shall be responsible for all recording fees related
to the recording of this Agreement.
b) The initial Term of this Agreement shall be a total of ten (10) years from
the Effective Date. The Term of this Agreement shall be automatically
extended by five (5) years upon the Developer's compliance with the
public benefit requirements of Paragraph 5(a)-(j) and shall be subject to
the force majeure provisions of Paragraph 30. Any further extension of
the Term of this Agreement will only be with the mutual consent of the
City and the Developer subject to a public hearing pursuant to Section
163.3225, Florida Statutes; and consent to any extension of this
Agreement is within the sole discretion of each party to this Agreement.
No notice of termination shall be required by either party upon the
expiration of this Agreement, and after the expiration of this Agreement
the parties shall have no further obligations under this Agreement, except
for those obligations that expressly survive the expiration of this
Agreement.
c. The City shall review this Agreement at least once every twenty (20)
months, to determine if there has been demonstrated good faith
compliance with the terms of the development agreement pursuant to
Section 163.3235, Florida Statutes. Any action to modify or revoke this
Agreement pursuant to this Paragraph must be undertaken following the
public hearing process required by Section 163.3225, Florida Statutes,
and based on substantial competent evidence that the Developer is not
in compliance with its obligations and responsibilities under the
Agreement.
14 Permitted Develo�ment.
a) Permitted Development and Uses. The Developer Property is designated
as "Residential Multi-Family — High Intensity" (RM-3) according to the
City's adopted Comprehensive Plan Future Land Use Map. The Property
is zoned "RM-3 Residential Multi-Family, High Intensity" by the City's
22
Resiliency Code.The RM-3 zoning district permits multi-family residential
buildings, hotels, and related accessory uses. The Property may be used
for the purposes permitted and regulated in these land use designations
and zoning districts, as further limited by the by the City's Resiliency Code
and Comprehensive P�an, as amended by the Comprehensive Plan
Amendment and the Land Development Regulations Amendments.
b) Density, Buildina Heiqhts, Setbacks and Intensities. The maximum
density, heights, setbacks and intensities for any development on the
Property shall be regulated by the City's Resiliency Code, Comprehensive
Plan (as amended by the Comprehensive Plan Amendment and the Land
Development Regulations Amendments) and any applicable Federal,
State or County laws, rules and regulations, except as specified in Section
3. Subject to the restrictions set forth in the RM-3 land use designation,
the maximum residential density is 150 dwelling units per acre.
15 Public Facilities to Service the Property. A description of the public facilities that
will service the Property, including who shall provide such facilities, the date
any new facilities, if needed, will be constructed, and a schedule to assure public
facilities are available concurrent with the impacts of the development of the
Property, is set forth in Exhibit "G" attached hereto and incorporated herein
by this reference.
16 Public Reservations and/or Dedications. A description of the reservations
and/or dedications of land for public purposes that are proposed under the
terms of this Agreement is set forth in Exhibit "H" attached hereto and
incorporated herein by this reference.
17 Required Development Permits. A listing and description of all local
development permits approved or needed to be approved for the development
of the Deauville Project and the Park Project is set forth in Exhibit "I" attached
hereto and incorporated herein by this reference.
18 Develo�er's Right to Terminate. The Developer shall have the option to
terminate this Agreement in its sole and absolute discretion in the following
events:
a) If either or both of the Project Zoning Applications is or are denied by the
City, or if either or both of the Project Zoning Approvals contain any
terms, conditions or obligations not consistent with the terms and
23
conditions of this Agreement or otherwise unacceptable to Developer in
its sole and absolute discretion; or
b) In the event the Developer elects not to proceed with the Deauville
Project after the Developer has met its then outstanding obligations
under Paragraph 5 of this Agreement.
19. Default. Each of the following shall be an "Event of Default" by the Deveioper
hereunder:
a) If the Developer shall fail to observe or perform any term, covenant or
condition of this Agreement on the Developer's part to be observed or
performed and the Developer shall fail to cure or remedy the same within
(i) thirty (30) days of the Developer's receipt of written notice from the
City with respect to monetary defaults, or (ii) sixty (60) days of the
Developer's receipt of written notice from the City with respect to non-
monetary defaults (each, a "Default Notice"). If such non-monetary
default is susceptible to cure but cannot reasonably be cured within such
sixty (60) day period, then the Developer shall have such additional time
as is necessary to cure such failure and no Event of Default shall be
deemed to exist hereunder so long as the Developer commences such
cure within such initial sixty (60) day period and diligently and in good
faith pursues such cure to completion, and such Event of Default is cured
within one (1) year from the date of the Default Notice. The City Manager
may extend the period permitted to cure the Event of Default in thirty
(30) day increments if Developer is diligently and in good faith pursuing
such cure.
b} If the Developer shall make an assignment for the benefit of creditors; or
shal( admit in writing its inability to pay its debts generally as they
become due; or shall consent in writing to the appointment of a receiver
or trustee or liquidator of all or substantially all of its property; or if all or
substantially all of the assets of the Developer are attached, seized,
subjected to a writ or distress warrant, or are levied upon, and the same
is not dismissed, discharged or satisfied within one hundred fifty (150)
days after such attachment, seizure, subjection or levy occurs (for
avoidance of doubt, in each case with respect to this clause b), other than
to or for the benefit of lenders providing financing in connection with the
Deauville Project).
24
c) If the Developer shall commence a voluntary case under the Title 11 of
the United States Code (the "Bankruptcy Code"); or an involuntary
proceeding is commenced against the Developer under the Bankruptcy
Code and the same is not dismissed or stayed within one hundred fifty
(150) days after the commencement of the case; or a custodian (as
defined in the Bankruptcy Code) is appointed for or takes charge of all or
substantially all of the property of the Developer in any proceeding under
the Bankruptcy Code and such custodian is not discharged or dismissed
within one hundred fifty (150) days after such appointment; or the
Developer consents in writing or joins in an application for the
appointment of a custodian in any proceeding under the Bankruptcy
Code; or the Developer commences any other proceedings under any
reorganization, arrangement, readjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect (an "Other Insolvency Proceedinq")
relating to the Developer; or there is commenced against the Developer
any such Other Insolvency Proceeding and the same is not dismissed or
stayed within one hundred fifty (150) days; or a custodian, trustee or
person of similar capacity is appointed for or takes charge of all or
substantially all of the property of the Developer in any such Other
Insolvency Proceeding and such custodian, trustee or person of similar
capacity is not discharged or dismissed within one hundred fifty (150)
days after such appointment;or the Developer consents in writing or joins
in an application for the appointment of a custodian, trustee or person of
similar capacity in any such Other Insolvency Proceeding.
In the event the City shall claim any Event of Default shall have occurred under
this Agreement, the City's Default Notice shall state with specificity the
provisions of this Agreement under which the Event of Default is claimed, the
nature and character of such Event of Default, the date by which such Event of
Default must be cured pursuant to this Agreement (if applicable), and, if elected
by the City, that the failure of the Developer to cure such Event of Default by
the date set forth in such Default Notice will result in the City having the right
to terminate this Agreement.
19 Enforcement of Performance; Damages; and Termination. If an Event of Default
occurs under this Agreement, and such Event of Default has not been cured
within any applicable notice and cure period, the City may elect (subject to the
terms, conditions and limitations set forth in this Agreement) any one or more
of the following remedies:
25
a) Enforce strict performance by the Developer;
b) Terminate this Agreement, provided that the City shall have delivered a
copy of the City's Default Notice to any lender providing financing with
respect to the Deauville Project that has provided the City written notice
of its name and address with a specific reference to this Section, and the
City shall not terminate this Agreement if such lender is diligently
prosecuting cure of any curable Event of Default, or with respect to Events
of Default that are not susceptible to cure by such lender (e.g., bankruptcy
with respect to the Developer) or that are not susceptible to cure without
possession of or title to the applicable property, or ownership of
Developer (directly or indirectly), such lender is diligently prosecuting
enforcement proceedings to obtain possession or title, and after
obtaining possession and title diligently proceeds to prosecute cure of
those Events of Default that are susceptible to cure; or
c) Pursue any other remedy available to the City at law or in equity.
The City's election of a remedy under this Agreement with respect to any one
or more Events of Default shall not limit or otherwise affect the City's right to
elect any of the remedies available to it under this Agreement with respect to
any other Event of Default.
In the event the City elects to terminate this Agreement after the occurrence of
an Event of Default that was not cured within any applicable notice and cure
period, and such termination is stayed by order of any court having jurisdiction
of any matter relating to this Agreement, or by any federal or state statute, then
following the expiration of any such stay, the City shall have the right, at its
election, to terminate this Agreement with five (5) Business Days' written notice
to the Developer, the Developer as debtor in possession, or if a trustee has been
appointed, to such trustee.
Notwithstanding anything to the contrary contained in this Agreement, in no
event whatsoever shall the Developer be liable to the City or any other person
for any indirect, special, incidental, consequential, punitive, economic damages
(including, without limitation, diminution of property value) lost profits or
similar damages, whether or not foreseeable or advised of the possibility of the
same, in connection with, arising from or as a result of any Event of Default by
the Developer under this Agreement.
26
20 Termination Outside of Default. In the event either party chooses to exercise its
right to terminate this Agreement under any of Paragraphs of this Agreement
(apart from the City's right to terminate under Paragraph 19 of this Agreement
as a result of an Event of Default by Developer), each party shall bear its own
fees, costs and expenses incurred in connection with this Agreement, the
Deauville Project and the Triangle Pocket Park project, and neither party shall
have or owe any further obligation or liability to the other party.
21 Strict Performance; Waiver. No failure by the City or the Developer to insist
upon strict performance of any covenant, agreement, term or condition of this
Agreement or to exercise any right or remedy avai�able to such party by reason
of the other party's default hereunder shall constitute a waiver of any such
default or of such other covenant, agreement, term or condition hereunder.
22 Notices. All notices required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given if delivered by hand,
sent by recognized overnight courier (such as Federal Express) or mailed by
certified or registered mail, return receipt requested, in a postage prepaid
envelope, and addressed as follows:
If to the City at: City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Manager
With a copy to: City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Attorney
If to Developer at: TMG 67 Communities LLC
3310 Mary Street, #302
Coconut Grove, FL 33133
Attn. David Martin
With a copy to: Bercow Radell Fernandez & Larkin
200 S. Biscayne Boulevard
Miami, Florida 33131
Attn: Michael W. Larkin
27
With a copy to: Deauville Associates LLC
5101 Collins Avenue, Management Office
Miami Beach, Florida 33140
Attn. Belinda Meruelo
Notices personally delivered or sent by overnight courier shall be deemed given
on the date of delivery and notices mailed in accordance with the foregoing
shall be deemed given upon receipt or refusal to accept delivery. The terms of
this Paragraph shall survive the expiration or earlier termination of this
Agreement.
23 Governing Laws, Construction and Litigation.This Agreement shall be governed
and construed in accordance with the laws of the State of Florida, both
substantive and remedial, without regard to principles of conflict of laws. The
Developer and the City agree that Miami-Dade County, Florida is the
appropriate and exclusive state court venue, and that the U.S. District Court,
Southern Division of Florida is the appropriate and exclusive federal court
venue, in connection with any litigation between the parties with respect to this
Agreement. All of the parties to this Agreement have participated fully in the
negotiation and preparation hereof; and accordingly, this Agreement shall not
be more strictly construed against any of the parties hereto. In construing this
Agreement, captions, and section and paragraph headings shall be disregarded
and the use of any gender shall include every other and all genders. All of the
exhibits referenced in this Agreement are incorporated in, and made a part of,
this Agreement. In the event of any litigation between the parties under this
Agreement for a breach thereof, the prevailing party shall be entitled to
reasonable attorney's fees and court costs at all trial and appellate levels. BY
ENTERING INTO THIS AGREEMENT, THE CITY AND THE DEVELOPER EXPRESSLY
WAIVE ANY RIGHTS EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO
ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
The terms of this Paragraph shall survive the expiration or earlier termination
of this Agreement.
24 Severabilitv. In the event any term or provision of this Agreement be
determined by appropriate judicial authority to be illegal or otherwise invalid,
such provision shall be given its nearest legal meaning or construed as deleted
as such authority determines, and the remainder of this Agreement shall be
construed to be in full force and effect.
28
25 Time of Essence. Time shall be of the essence for each and every provision
hereof.
26 Entire Agreement. This Agreement, together with the documents referenced
herein, constitutes the entire agreement and understanding among the parties
with respect to the subject matter hereof, and there are no other agreements,
representations or warranties other than as set forth herein. Neither party shall
be bound by any agreement, condition, warranty nor representation other than
as expressly stated in this Agreement. This Agreement may not be changed,
altered or modified except by an instrument in writing signed by both parties
hereto, subject to the requirements for the amendment of development
agreements in the Act.
27 Other Agreements. This Agreement has no effect on any other agreement, the
City's development orders, or declaration of restrictions otherwise
encumbering the Property. Any and all agreements currently in the public
records remain valid. The parties incorporate by reference each and every
requirement set forth in the Act.
28 Binding Effect. The obligations imposed pursuant to this Agreement upon the
Developer and upon the Property shall run with and bind the Property as
covenants running with the Property, and this Agreement shall be binding upon
and enforceable by and against the parties hereto and their respective
successors, assigns and heirs.
29 Transfer and Assignment. TMG 67 Communities LLC ("TMG") recognizes that,
in view of the importance of reconstructing a portion of the historic Deauville
Hotel to the general welfare of the City and the general community, TMG's
qualifications and identity are of particular concern to the community and to
the City. Accordingly, TMG acknowledges that it is because of such
qualifications and identity that the City is entering into this Agreement with
TMG, and, in doing so, the City is further willing to accept and rely on TMG's
obligations for faithfully performing all its responsibilities under this
Agreement. TMG represents and warrants that the persons/entities having an
ownership interest in the Developer Property and Garage Property, together
with their percentage and character of ownership have been disclosed to the
City.
The Developer shall not be entitled to assign or transfer this Agreement or any
of the rights and obligations hereunder prior to the satisfaction or deemed
satisfaction of the conditions set forth in Paragraph 5 of this Agreement without
29
the prior written consent of the City (which consent may be withheld,
conditioned or delayed in the sole and absolute discretion of the City), except
as hereinafter provided.The Developer shall have the right at any time and from
time to time to sell, transfer and convey all or any portion of the Property to
any person or entity (a "Subsequent Owner") and assign and transfer this
Agreement and the rights and obligations hereunder in whole or in part to any
Subsequent Owner in connection with such sale, transfer or conveyance of the
Property or any portion thereof without the prior consent or approval of the
City, provided that a "Terra Entity" (as hereinafter defined) shall at all times (a)
hold, directly or indirectly, not less than a 10% ownership interest in the
Developer Property, (b) serve, directly or indirectly, as a manager of the entity
that is developing the Project, and (c) exercise, directly or indirectly, day-to-day
operational control of the entity as the manager of the entity that is developing
the Project; provided, further, that this Agreement and the rights and
obligations hereunder can be assigned and transferred at any time and from
time to time to any lender, lender designee or non-lender affiliated purchaser
(any of the foregoing being referred to herein as a "Foreclosure Purchaser")
who acquires the Property or any portion thereof through a foreclosure sale or
deed-in-lieu of foreclosure without the prior consent or approval of the City,
provided, in the event of an acquisition of only a portion of the Property by a
Foreclosure Purchaser, a Terra Entity shall remain a partial owner of any portion
of the Property not acquired by the Foreclosure Purchaser. Direct and indirect
owners of Developer shall also be entitled at any time and from time to time to
pledge their direct and indirect ownership interests in Developer to one or more
lenders, and any such lender, its designee and a non-lender affiliated purchaser
(any of the foregoing being referred to herein as a "Mezzanine Foreclosure
Purchaser") shall be permitted to acquire all or any portion of the direct and/or
indirect ownership interests in the Developer through foreclosure of any such
pledge or acceptance of an assignment-in-lieu of foreclosure, and/or to
exercise control over Developer (directly or indirectly), without the prior
consent or approval of the City. provided, in the event of an acquisition of only
a portion of the direct and/or indirect ownership interests in the Developer by
a Mezzanine Foreclosure Purchaser, a Terra Entity shall remain a partial owner
of the direct and/or indirect ownership interests in the Developer not acquired
by the Mezzanine Foreclosure Purchaser.
This Paragraph and the restrictions, limitations and prohibitions contained
herein shall automatically terminate, extinguish and be of no further force or
effect immediately upon the earlier of the following events to occur (y) the
issuance of a temporary certificate of occupancy, a final certificate of occupancy
30
or a certificate of completion for the Deauville Project, (z) the acquisition of the
Property or any portion thereof by any Foreclosure Purchaser through a
foreclosure sale or deed-in-lieu of foreclosure, or (aa) the acquisition of all of
the direct and/or indirect ownership interests in Developer by any Mezzanine
Foreclosure Purchaser through foreclosure of any such pledge or acceptance
of an assignment-in-lieu of foreclosure; whereupon, the Developer, any
Subsequent Owner and/or any Foreclosure Purchaser and/or any Mezzanine
Foreclosure Purchaser shall have the absolute and unconditional right to sell,
transfer and convey all or any portion of the Property to any person or entity
and to assign and transfer this Agreement and the rights and obligations
hereunder in whole or in part to any person or entity in connection with such
sale, transfer or conveyance of the Property or any portion thereof without the
prior consent or approval of the City whether or not a Terra Entity (aa) holds,
directly or indirectly, any ownership interest in the Developer Property, (bb)
serves, directly or indirectly, as a manager of the entity that is developing the
Deauville Project, or (c) exercises, directly or indirectly, day-to-day operational
control of the entity as the manager of the entity that is developing the
Deauville Project. Any assignee or transferee (including, any Subsequent Owner
or Foreclosure Purchaser) shall assume all remaining obligations of the
Developer under this Agreement at the time of such assignment or transfer of
this Agreement. For purposes of this Paragraph, the term "Terra Entity" shall
mean: (ww) Pedro Martin; (xx) David Martin; (yy) any trust established for the
benefit of Pedro Martin or David Martin or any spouse, child, grandchild or
sibling of Pedro Martin or David Martin (or of any combination of the
foregoing); and/or (zz) any entity owned, directly or indirectly, one hundred
percent (100%) by Pedro Martin or David Martin or any trust established for the
benefit of Pedro Martin or David Martin or any spouse, child, grandchild or
sibling of Pedro Martin or David Martin (or of any combination of the
foregoing).
30 Force Majeure and Third-Party Challenges. All time periods set forth in this
Agreement and in any approval or permit issued in connection with the
Deauville Project will be tolled due to force majeure events (including, without
limitation, strikes, lockouts, acts of God, pandemics, hurricanes and severe
weather, and other causes beyond the control of either party), and due to
delays in obtaining permits and approvals from governmental agencies, during
the pendency of any "Lawsuit" (as hereinafter defined) and any unexpired
appeal period thereof. For the avoidance of doubt, (a) any tolling of time
periods pursuant to Section 252.363, Florida Statutes, shall apply only to the
expiration date of this Agreement, but not to any other time periods set forth
31
herein, except for any period during which the Developer is unable to complete
any work or take any action due to the force majeure or other event triggering
the declaration of a state of emergency and (b) with respect to any other force
majeure event, time periods in this Agreement shall similarly be tolled only
during such period as the Developer is unable to complete any work or take
any action due to such other force majeure event. In the event that a third party
unrelated to or unaffiliated with the City or the Developer institutes any action,
suit or proceeding against the City relating to the Project, including, without
limitation, any action, suit or proceeding challenging the validity or issuance of
this Agreement, the Comprehensive Plan Amendment and/or the Land
Development Regulations Amendments, the Project Zoning Approvals, or any
Building Permit (in each instance, including any related appeals, a "Lawsuit" ,
then the Developer shall defend the City in any such Lawsuit at its sole cost and
expense using legal counsel reasonably acceptable to the City. The Developer
shall further indemnify and hold the City harmless from and against all actual
damages, losses, liabilities, fees, cost and expense (including attorneys' fees,
costs and expenses) of any and every kind arising out of or relating to any such
Lawsuit. This Paragraph shall survive the expiration or any earlier termination of
this Agreement.
31 Indemnification of City by the Developer.
a) To the fullest extent permitted by law, and without limiting any other
indemnity obligations of the Developer set forth elsewhere in this
Agreement, the Developer hereby agrees to defend, indemnify and hold
harmless the City and its former, current and future elected officials,
directors, attorneys, appointed officials, administrators, consultants,
agents, and employees (collectively, "City Indemnified Parties") from and
against all claims, damages, losses, and expenses, direct or indirect,
(including but not limited to fees and charges of attorneys and other
professionals and court and mediation costs) arising out of or resulting
from (i) the City's adoption of any resolution or ordinance or the taking
of any other action relating to this Agreement or the Project, (ii) the City's
granting of permission for any activity performed under the terms of this
Agreement and (iii) the construction and/or maintenance of the Project
or Triangle Pocket Park Site (including all easements) and caused, in
whole or in part, by any willful, reckless, or negligent act and/or omission
of Developer or any person, employee, agent, or third party acting on
Developer's behalf (including any contractor, subcontractor, or any
person or organization directly or indirectly employed by any of them or
32
anyone for whose acts any of them may be liable) (collectively "Losses").
The foregoing indemnity provision includes, subject to the sovereign
immunity monetary limitation described below, if applicable,
Developer's agreement to fully indemnify the City Indemnified Parties
from any Losses alleged to have been caused, in whole or in part, by the
negligent acts or omissions of the City or any person, employee, agent,
or third party acting on City's behalf (including any contractor,
subcontractor, or any person or organization directly or indirectly
employed by any of them or anyone for whose acts any of them may be
liable) (collectively "City Agents"), other than any willful, reckless, or
grossly negligent act or omission of City or any other City Agent
("Excluded Act"). In the event that any City Agent is determined to be
solely responsible for causing damage, loss or injury to a third party for
any Excluded Act, Developer shall not be obligated to defend, indemnify
or hold any City Indemnified Parties harmless. If both Developer and any
City Agent are determined to be jointly liable for Losses for such a willful,
reckless or grossly negligent act or omission, Developer shall pay its
share of the Losses, and, in addition, shal) indemnify the City Indemnified
Parties to the maximum amount to which the City Indemnified Parties
are liable after application of the "sovereign immunity" limitation on
damages provided by Section 768.28, Florida Statutes.
b) In any and all claims against the City or any of its consultants, agents, or
employees by any employee of Developer or any employee of any
person, employee, agent, or third party acting on Developer's behalf
(including contractors, subcontractors, or any person or organization
directly or indirectly employed by any of them or anyone for whose acts
any of them may be liable), the indemnification obligation of this section
shall not be limited in any way by any limitation on the amount or type
of damages, compensation, or benefits payable by or for Developer or
by or for any person, employee, agent, or third party acting on
Developer's behalf (including contractors, subcontractors, or other
persons or organizations directly or indirectly employed by any of them
or anyone for whose acts any of them may be liable) under workers' or
workman's compensation acts, disability benefit acts, other employee
benefit acts or any other service of law.
This indemnification provision shall survive the termination of any City permit
and this Agreement, however terminated.
33
32 Corporate Obligations. It is expressly understood that this Agreement and the
obligations issued hereunder are solely corporate obligations, and that no
personal liability will attach to, or is or shall be incurred by, the incorporators,
stockholders, officers, directors, managers, members, partners, trustees,
beneficiaries, elected or appointed officials (including, without limitation, the
Mayor and City Commissioner of the City) or employees , as such, of the
Developer, the City, or any successor or assign of any of them, under or by
reason of the obligations, covenants or agreements contained in this Agreement
or implied therefrom; and that any and all such personal liability, either at
common law or in equity or by constitution or statute, of, and any of all such
rights and claims against, every such incorporators, stockholders, officers,
directors, managers, members, partners, trustees, beneficiaries, elected or
appointed officials (including, without limitation, the Mayor and City
Commissioner of the City) or employees, as such, or under or by reason of the
obligations, covenants or agreements contained in this Agreement or implied
therefrom are expressly waived and released as a condition of, and as
consideration for, the execution of this Agreement.
33 No Conflict of Interest. The Developer represents and warrants that no member,
official or employee of the City has any direct or indirect financial interest in this
Agreement nor has participated in any decision relating to this Agreement that
is prohibited by law. The Developer represents and warrants that no officer,
agent, employee, or representative of the City has received any payment or
other consideration for the making of this Agreement, directly or indirectly, from
the Developer.
34 No Third-Party Beneficiaries. This Agreement is not intended to, and shall not
be construed to give, any third party (including, without limitation, any
homeowners association, condominium association, or neighborhood
association in the surrounding area, or any individual members thereofl any
rights or interests whatsoever, nor is it intended that any third party shall be a
third-party beneficiary of any provisions hereof.
35 Limitations of Liability and Waiver of Consequential Damaaes.
a) Any tort liability to which the City is exposed under this Agreement shall
be limited to the extent permitted by applicable law and subject to the
provisions and monetary limitations of Section 768.28, Florida Statutes,
as may be amended, which statutory limitations shall be applied as if the
34
parties had not entered into this Agreement, and City expressly does not
waive any of its rights and immunities thereunder.
b) The City will not in any event whatsoever be liable for any injury or
damage to the Developer (unless caused by the gross negligence or
willful misconduct of the City, its agents, contractors or employees), nor
for any injury or damage to the Property (unless caused by the gross
negligence or willful misconduct of the City, its agents, contractors or
employees).
c) The City will not be liable to the Developer for any injury or damage to
the Property caused by or resulting from gasoline, oil, steam, gas,
electricity, or hurricane, tornado, flood, wind or similar storms or
disturbances, or water, rain or snow which may leak or flow from any
part of any property owned or maintained by the City, or leakage of
gasoline or oil from pipes, appliances, sewer or plumbing works therein
(unless caused by the gross negligence or willful misconduct of the City,
its agents, contractors or employees).
d) Except as may be otherwise expressly provided herein, no approval to
be made by the City in its proprietary capacity under this Agreement or
any inspection of the Project or Park Project by the City under this
Agreement, shall render the City liable for its failure to discover any
defects or nonconformance with any governmental requirement.
e) No member, official, elected representative or employee of the City shall
be personally liable to the Developer or any successor, assign or heir
thereof in the event of any default or breach of this Agreement by the
City or for any amount which may become due to the Developer or
successor, assign or heir thereof under this Agreement.
36 Police Power.
a) The parties recognize and agree that certain provisions of this
Agreement require the City and its boards, departments or agencies,
acting in their governmental capacity, to consider governmental actions.
All such considerations and actions shall be undertaken in accordance
with established requirements of state statutes and municipal
ordinances in the exercise of the City's jurisdiction under the police
power. Nothing contained in this Agreement shall entitle the Developer
to compel the City to take any such actions, save and except for the
35
execution of consents (if applicable) to the filing of applications for the
Project Zoning Approvals and Development Permits as more fully set
forth herein and to timely process such applications.
b) The parties further recognize and agree that these proceedings shall be
conducted openly, fully, freely and fairly in full accordance with law and
with both procedural and substantive due process to be accorded the
applicant and any member of the public. Nothing in this Agreement shall
be construed to prohibit the City from duly acting under its police power
to approve, approve with conditions, or reject any public hearing
application dealing with the Property.
36
EXECUTED as of the date first above written in several counterparts, each of
which shall be deemed an original, but all constituting only one agreement.
Signed, sealed and delivered CITY OF MIAMI BEACH,
in the presence of: a Florida m icipal cor ration
��� �
By:
Print Name: b � . 1-� U�� Steven Meiner, Mayor
Ad d ress: .
`�D� D�l� �rl / 1�-
� Gyy��� t3(�c t�l 33 l3 5
�' 4��Q,l�P C'�P°`"� AU�� Q 8 "eCii�
int Name: G�cr/ca/✓Q.l('�inG�1 Attest:
Address:3/3C N�. /90� St Rafa I Granado, City Clerk
/�'I;�mi �� 3 3 ���
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
STATE OF FLORIDA ) ; 2UZS
)SS f��City Attorney ate
-�.
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this �d� day of
�l��vS�T , 20�?by Steven Meiner, as Mayor of the City of Miami Beach, a
municipal corporation, on behalf of the Corporation. He is personally known to me or has
produced as identification and who did id not) take an oath.
���
NOTARY PUBLIC
�������
Typed or Printed Name of Notary
My Commission expires:
Serial No., if any:
• ""�•"•'4i;•: STEVEN H.ROTFISTEIN
:�•"
:.; MY COMMISSION�HH 522048
.�., • :
�•, .P' EXPIRES:August 28.2028
�.f�FFI�`
37
TMG 67 Communities, LLC, a Delaware
li � ed I' bi ty company
S/ By:
. �
Print Name: I4��1iT�(C� Ja.��.
Ad d res s:3�k��RAt�M$T.�1'�'3eS2_ N a m e: �����D �'�-i(�'1�
CAGovu�c bN�o�, ��- . 331'�3
/
s/
Print Name: ��
Address:3�o I�ANAA�i �'•��� �AZ
�JDCmVw[' �tio�, rl. 53 t 33
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
T fov��oing instrument was acknowledged before me this��day of �
202�'by ' , as a �A/.D(��1.� of TMG 67 Communities, LLC, a Delaware
limited liability company, on behalf of the company. He is personaliv known to m�or has
produced as identification and who did/did not talS,�,a,�n,
.oath. \ \��v�������������,�;
. P�. ARR� %,�, �- ���---��
���� Q��'•��SS��N f•FT i�// c�� .
;�P�o��.�'-2°ze+�;� , NOTARY PUBLIC (IU,�l�� ,•�.(JyN��
= :� NpTARY `�s•. '
_ ��� _ Typed or printed Name of Nota
; ��•.�,o P�Bt�����:' \ My Commission expires: «� ��28
'-% S���?..# HN6���0��`� Serial No., if any }-�H 60323�
�����i�T E'0 F IF1�-�P��`.
3�$
Deauville Associates, LLC, a Florida
Limited Liability Company
S/ By:
� /.,
Print Name: +��k�S�h. ,�G.�r�
Address:���0 ��1�ST• S��c�3o2 Name: ������ N�,�l�.t,(,�La
(�pCovW'C bd�VF� �(. 33t33
/
S/
Print Name: s�w �c `..
Address: �10 �Si• �1CL�3o2
�Ct�vW C (�fI1�OVE� t-L. ��3,
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
wl
T e fore oing instrument was acknowledged before me this� day of ��,
202�by li
, as a of Deauville Associates, LLC, a Florida limited liability company,
on behalf of the company. � is personally known to me or has produced
_,,,,,,��„i,��entification and who did/did not take an oath.
.�`��� p• '4RR/ ��'�, _
��`�Q,�:�,�asioni F�,F�'.9''.�� •
; Q-.•�r ,,�-zo? A• NOTARY PUBLIC (� �(M�E�-
= (�:�O.�� 9 i,9� i .
_ ;�� NOTA� `�'. = Typed or printed Name of Nota
- �� ' - My Commission expires: ��(«'�2'8
= P u B��� �. � l-�`l�F�
':, '•`.°�, 6o`'ry'�,.' Serial No., if any 32�"?'
� ,r�'�.M. � HN.. ' ���.
/��'%�,�TF'pF F�-��`��\
3�q
TABLE OF EXHIBITS
EXHIBIT "A" - LEGAL DESCRIPTION OF DEVELOPER PROPERTY
EXHIBIT "B" - LEGAL DESCRIPTION OF GARAGE PROPERTY
EXHIBIT "C" - DETAILED MATRIX OF FLOOR AREAS
EXHIBIT "D" - LEGAL DESCRIPTION OF TRIANGLE POCKET PARK
Exhibit "E" -TEMPORARY PUBLIC PARK CONCEPT SITE PLAN
Exhibit "F" - PRIVATELY OWNED PUBLIC SPACES SITE PLAN
EXHIBIT "G" - DESCRIPTION OF PUBLIC FACILITIES
EXHIBIT "H"- DESCRIPTION OF PUBLIC RESERVATIONS
EXHIBIT "I" - DESCRIPTION OF REQUIRED DEVELOPMENT PERMITS FOR PROJECT
EXHIBIT "A" - LEGAL DESCRIPTION OF DEVELOPER PROPERTY
LEGAL DESCRIPTION:
Lot 44, Block 1, of AMENDED PLAT OF SECOND OCEAN FRONT SUBDIVISION, occording to the Plat thereof, as recorded in
Plat Book 28, at Page 28, of the Public Records of Mlami—Dade County, Florida.
AND
A parcel oi land lying Easterly of said Lot 44 and being bounded on the North by the North line of said Lot 44
extended Easterly; bounded on the South by the South line of said Lot 44 extended Easterly; and bounded on the East
by the Erosion Control Line of the Atlantic Ocean, according to the plat thereof, as recorded in Plat Book 105, at Page
62 of the Public Records of Miami—Dode County, Florida.
EXHIBIT "B" - LEGAL DESCRIPTION OF GARAGE PROPERTY
Lots 33, 34, 35 and 36, Block 7, AMfNOEO PLAT OF SECOND OGEAN FRONT SUBDIVISION,
according to ihe plat ther�eof, as �ecorded in Plat 800k 28, at Page 28, of the Pubiic Reoords vf Miami-
Dade County,Florida
EXHIBIT "C" - DETAILED MATRIX OF FLOOR AREAS
DEAUVILLE HOTEL & RESIDENCES
FAR AREA DIAGRAMS
0612312025
� 0612312025
@ 20241MAGES I DESIGNS ARE COPYRIGHT INTELLECTUAL PROPERTY OF 0'DONNELL DANNWOLF AND PARTNERS ARCHITECTS,INC.
ARCHiTECTUREA[tlD DESI�N
t r
�
�
i NORTH �;
TOWER I, A - -
i
0
SOUTH TOWER
-- i,i
' �- i
SECTION KEY PLAN
AREALEGEND
� AREA FAR 1.0 BONUS FLOOR AREA �
�
� AREA FAR 4.5 RESIDENTIAL
AREA FAR 4.5 HOTEL
�
_
�
- W
2
J
_ Q
- � �
� O
� �
� �
N �
I
' �
, �
- , �
- �
N
i
� LOBBY LOBBY ' I ; � � ' LOBBY
GROUND LEVEL ! R ND LEVEI '
BASEMENT
/
SECTION DIAGRAM
DEAUVILLE HOTEL & RESIDENCES G-14
� 06/23/2025
@ 2024 IMAGES/DESIGNS ARE COPYRIGHT INTELLECTUAL PROPERTY OF 0'DONNELL DANNWOLF AND PARTNERS ARCHITECTS,INC.
��cr,:T�cT!�R�;;r•;o �=s!�,•�
SCALE:As indicated
TOWER NORTH TOWER SOUTH TOTAL RESIDENTIAL AREA.
HOTEL 8� RESIDENTIAL. RESIDENTIAL.
LEVEL AREA (FAR 4.5) LEVEL AREA(FAR 4.5) LEVEL AREA (FAR 4.5)
L25-RESIDENTIAL 5,124 SF L2�RESIDENTIAL 13,697 SF L2SRESIDENTIAL 18,821 SF
L24-RESIDENTIAL 10,407 SF L24-RESIDENTIAL 19,178 SF L24-RESIDENTIAL 29,585 SF
L23RESIDENTIAL 16,392 SF L2�RESIDENTIAL 19,178 SF L23-RESIDENTIAL 35,570 SF
L22-RESIDENTIAL 16,392 SF L22-RESIDENTIAL 19,178 SF L22-RESIDENTIAL 35,570 SF
L21-RESIDENTIAL 16,392 SF L21-RESIDENTIAL 19,178 SF L21-RESIDENTIAL 35,570 SF
L20-RESIDENTIAL 16,392 SF L20-RESIDENTIAL 19,178 SF L20.RESIDENTIAL 35,570 SF
L13RESIDENTIAL 16,392 SF L1�RESIDENTIAL 15,289 SF L19-RESIDENTIAL 31,681 SF
L1&RESIDENTIAL 16,3925F L1&RESIDENTIAL 19,831SF Li&RESIDENTIAL 36,223SF
L17-RESIDENTIAL 16,392 SF L17-RESIDENTIAL 19,831 SF 117-RESIDENTIAL 36.223 SF
LiGRESIDENTIAL 16,392SF L16-RESIDENTIAL 19,831SF Li6-RESIDENTIAL 36,223SF
L1�RESIDENTIAL 16,392 SF L15�RESIDENTIAL 19,831 SF L15-RESIDENTIAL 36223 SF
L14-RESIDENTIAL 16,392 SF L14-RESIDENTIAL 19,831 SF L14-RESIDENTIAL 36,223 SF
L1�RESIDENTIAL 16,392SF L1�RESIDENTIAL 19,831SF L13RESIDENTIAL 36.223SF
L12-RESIDENTIAL 16,392 SF L12-RESIDENTIAL 19,831 SF L12-RESIDENTIAL 36,223 SF
L11-RESIDENTIAL 16,392SF L11-RESIDENTIAL 19,831SF L11-RESIDENTIAL 36,223SF
L10-HOTEL 11,790 SF Li�-RESIDENTIAL 15,289 SF L10-RESIDENTIAL 15,289 SF
LO&HOTEL 16,834 SF LO�RESIDENTIAL 19,491 SF LO�RESIDENTIAL 19,491 SF
LO&HOTEL 16,834 SF LO&RESIDENTIAL 19,491 SF LO&RESIDENTIAL 19,491 SF
L07-HOTEL 16,834 SF L07-RESIDENTIAL 19,491 SF L07-RESIDENTIAL 19,491 SF
L06-HOTEL 16,834 SF L06-RESIDENTIAL 19,491 SF LOGRESIDENTIAL 19,491 SF
LOS-HOTEL 16,834 SF LOSRESIDENTIAL 19,491 SF LO�rRESIDENTIAL 19,491 SF
L04-HOTELAMENITIES 11,868SF L04-RESIDENTIALAMENITIES 15,2895F L04RESIDENTIALAMENITIES 15289SF
TOTAL AREA 33fi,458 SF TOTAL AREA 411,559 SF TOTAL AREA 640.189 SF
PODIUM AREA . TOTAL HOTEL TOWER AREA
AREA TYPE BONUS FLOOR AREA AREA(FAR 4.5) TOTAL AREA �,o-HOTE� ,,�go SF
LO&HOTEL 16.834 SF
LO}MEZZANINE LO&HOTEL 16,834 SF
BONUS FLOOR AREA 19,181 SF 0 SF 19,181 SF L07-HOTEL 16,834 SF
19,181 SF 0 SF 19,181 SF LO6�HOTEL 16,834 SF
LEVEL 03 L02•LOBBY LEVEL 03 L05-HOTEL 16,834 SF
BONUS FLOOR AREA 73,412 SF 0 SF 73,412 SF L04-HOTEL AMENITIES 11,868 SF
73,412 SF 0 SF 73,412 SF TOTAL AREA 107,828 SF
LEVEL 02 _ GROUND LEVEL NORTH _LEVEL 02 .
BONUS FLOOR AREA 58,187 SF 0 Sf 58,187 SF
F�45°�RES� °SF ,,Z�SF ,,Z�SF TOTAL HOTEL USE
LEVEL 01 _ 58,187 SF 1,244 SF 59,431 SF LEVEL 01 '�
TOTALAREA ,5o,»9SF ,,z�sF ,SZ,oz4SF - FLOOR AREA ',
I'.0-HCTEI --�-- 11790 SF �,
------ -I_- ._---- __. .
TOTAL FLOORAREA L°�"°�tL ,683aSF
FAR CALCULATION �a&HOTE� 16,834SF
PROPOSED . L07-HOTEL 16,834SF
LOT AREA 166,509 SF LOfrHOTEL 16,834 SF
FAR4.5(MAX.ALLOWED� 749,290 SF FAR TYPE TOTAL AREA LOSHOTEL 16,834 SF
L04-HOTEL AMENITIES 11,868 SF
BONUS FLOORAREA 150,779 SF L03MEZZANINE 19,iB1 SF
FAR 4.50(HOTEL) 107,828 SF L02-LOBBY 73,412 SF
FAR4.50(RES.) 641,434 SF GROUND LEVEL 58,187 SF
TOTAL AREA 900,041 SF TOTAL AREA 258,607 SF
DEAUVILLE HOTEL & RESIDENCES G-15
� 06/23/2025
@ 2024 IMAGES I DESIGNS ARE COPYRIGHT INTELLECTUAL PROPERTY OF 0'DONNELL DANNWOLF AND PARTNERS ARCHITECTS,INC.
aRCHiTecruRean� �FsicN SCALE:
EXHIBIT "D" - LEGAL DESCRIPTION OF TRIANGLE POCKET PARK
EXHIBIT
LEGAL DESCRIPTION, NOTES AND CERTIFICATION
LEGAL DESCRIPTION:
A portion of right of way, adjacent to Lot 1, Block 5, AMENDED PLAT OF SECOND OCEAN FRONT SUBDIVISION,
according to the plat thereof, as recorded in Plat Book 28 at Page 28 of the Public Records of Miami—Dade
County, Florida, being more particularly described as follows:
Begin at the Most Easterly Southeast corner of said Lot 1, Block 5; thence S00'53'42"W along the Southerly
extension of the East line of said Lot 1, for 129.61 feet; thence N89'06'18"W for 3.25 feet; thence S00'53'42"W for
11.00 feet; thence S89'06'18"E for 3.25 feet; thence S00'53'42"W for 11.23 feet to a point of curvature concave to
the Northwest; thence Southwesterly along a 14.21 foot radius curve leading to the right through a central angle of
50'37'26" for an arc length of 12.56 feet to a non—tangent point on a circular curve concaved to the Northwest
and whose radius point bears N26'41'17"W; thence Westerly along a 18.05 foot radius curve leading to the right
through a central angle of 61'19'05" for an arc distance of 19.32 feet to a non—tangent line; thence S44'20'17"W
for 0.55 feet to a curvature concave to the Northeast and whose radius point bears N29'14'43"E; thence
Northwesterly along a 13.42 foot radius curve leading to the right through a central angle of 32'23'47" for an arc
distance of 7.59 feet to a point to a non—tangent point on a circular curve concaved to the Southwest and whose
radius point bears S64'S3'41"W; thence Northwesterly along a 972.74 foot radius curve leading to the left through a
central angle 6'18'39" for an arc distance of 107.14 feet to a point of reverse curvature; thence Northeasterly
along a 14.00 foot radius curve leading to the right through a central angle of 66'26'OS" for a arc distance of
16.23 feet to a non—tangent line; thence N35'01'1�"E for 7.48 feet to a non—tangent point on a curvature concave
to a North and whose radius point bears N35'01'10"E; thence along the Southerly line of said Lot 1, also being a
50.00 radius curve leading to the left through a central angle of 124'07'28" for an arc distance of 108.32 feet to
the Point of Beginning.
SURVEYOR'S NOTES:
— This site lies in Section 11, Township 53 South, Range 42 East, City of Miami Beach Miami—Dade County, Fiorida.
— Bearings hereon are referred to an assumed value of S00'53'42"W for the East line Block 5.
— All documents are recorded in the Public Records of Miami—Dade County, Florida
unless otherwise noted.
— Lands shown hereon containing 7,022 square feet, or 0.161 acres, more or less.
— Lands shown hereon were not abstracted for easements and/or rights—of—way of records.
— This is not a "Boundary Survey" but only a graphic depiction of the description shown hereon.
— This map is intended to be displayed at the graphic scale shown hereon or smaller.
— Dimensions shown hereon are based on Fortin, Leavy, Skiles, sketch #2013-009.
SURVEYOR'S CERTIFICATION:
I hereby certify that this "Sketch and legal description" was made under my responsible charge on May 8, 2025,
and meets the applicable codes as set forth in the Florida Administrative Code, pursuant to Section 472.027, Florida
Statutes.
"Not valid without the signature and original raised seal or a digital
signature of the Florida Licensed Surveyor and Mapper shown below"
FORTIN, LEAVY, SKILES, INC., LB3653
BY� ----
Daniel C. Fortin Jr, For The Firm
Professional Surveyor and Mapper, LS6435
State of Florida.
Drawn By DANJR LEGAL, NOTES & CERTIFICATION Date 5/8/25
Cad. No. 250249 Scale N A
Ref. Dwg. FORTIN, L,EAVY, S KILES, INC. Job. No. 250249
2013-009 CONSULTING ENGINEERS, SURVEYORS Bi MAPPERS
FLORIDA CERTIFICATE OF AUTHORiZATiON NLIIvIBER:00003653 Dwg. No. 1025-026
180 Northeast 16Sth. Street/North Miami Beacla,Florida. 33162
Plotted: 5/8/25 10:21 a Phone:305-653-4493/Fa�c 305-651-7152/Email fls@flseurvey.com Sheet 1 Of 3
EXHIBIT � w
SKETCH TO ACCOMPANY LEGAL DESCRIPTION � w
� � > >
�� I Q �
�
\ � (� �
� EAST LINE OF BLOCK 5 I � ~ I
2
� I Q 2 I
LINE TABLE � � � m �
LINE LENGTH BEARING v Q � I
Ll 129.61' S00•53'42'W � BLOCK 5 I� = a
�z 3.23� Ne9•oe-�e•w � PLAT BOOK 28, PAGE 28 �o �
L3 11.00' S00'S3'42'W � LOT 1 I� I
L4 3.23' S89'06'18'E LOT 31
LS 11.23' S00'S3'42'W \ I
L6 0.55' S44'20'17'W I
v �.ae� Nasorio•E \POINT OF BEGINNING
CURVE TABLE RADIAL � MOST EASTERLY I 50.0� � °�
CURVE LENGTH RADIUS ANGLE BEARING \ SOUTHEAST CORNER OF N
Cl ]2.55' 14,21' S0'37'26' N83'36'35'V LOT 1, BLOCK 5 I W
C2 19.32' 18.05' 61•19'OS' N26'41'17'V �
C3 7.59' 13.42' 32'23'47' N29'14'43'E \ SOUTH LINE OF LOT 1 �Q
C4 107.14' 972.74' 6'IB'39' S64•53'41'W � LOT 32 Y�
CS 16.23' 14�00' 66'26'OB' N56'35'02'E \ I U�
C6 108�32' S0�00' 124'07'26' N35'0]'10'E
' � G� I O�
2
LOT 30 \� tS� �i c5 � �m
�\ ���\�� � i LOT 33 J
�
� �Am�o� � SITE �
- - � -�,2� �A� i
O � 50.0'
\\ 'v��L�O ��
�� ��2'y\ 4 L� L4 I LOT 34
N LOT 29 � G��\'p�L J I
\ � � �� G� ��
� G2 — —— — — —— — — —
— — ��o
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LOT 28 � \
\
� � 67th STREET
GRAPHIC SCALE � \ � (PUBLIC RIGHT-0E-WAY)
0 30 60 120 — —\1— �
( IN FEET ) BLOCK 3 ,
1 inch = 60 ft. PLAT BOOK 28, PAGE 28 - - - - - - - - -
/
, I/
Drawn By DANJR SKETCH �F DESCR/PTION Date 5/8/25
Cad. No. 250249 Scale 1" = 60'
Ref. Dwg. FORTIN, Z.EAVY, ►.� KILES, INC. Job. No. 250249
2 0 1 3—0 0 9 CON5ULTING ENGINEERS, SURVEYORS 8z MAPPERS
FI.ORIDA CERTIFICATE OF AUTHOR77.ATIONNiJNIBER:00003653 Dwg. No. 1025-026
180 Northeast 168th. Street/North Miami Beach,Florida. 33162
Plotted: 5�8�25 10:21 a Phona: 305-653-4493/Fax 305-651-7]52/Email fls@flssurvey.com Sheet 2 of 3
EXHIBIT
LOCATION SKETCH
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40 4 I - w 16 r 12 20 I 15 _
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Site Lying in Section 11 , Township 53 South, Range 42 East,
City of Miami Beach, Miami-Dade County, Florida
Drawn By DANJR LOCATION SKETCH Date 5/8/25
Cad. No. 250249 Scale NOT TO SCALE
Ref. Dwg. FORTIN, L.EAVY, ►.� KILES, INC. Job. No. 250249
2013-009 CONSULTING ENGINEERS, SURVEYORS &MAPPERS
FLORII7A CERTIFICA"TE OF AUTHOR7ZATION IVCINIBER:00003653 Dwg. No. 1 025-026
180 Northeaet 168th. Street/North Miami Beach,Florida. 33162
Plotted: 5/8/25 10:21 a Phone:305-653-4493/Fax 305-651-7152/Email fls@flsetuvay.com Sheet 3 Of 3
EXHIBIT "E" -TEMPORARY PUBLIC PARK SITE PLAN
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EXHIBIT "F" - PRIVATELY OWNED PUBLIC SPACES SITE PLAN
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EXHIBIT "G" - DESCRIPTION OF PUBLIC FACILITIES
The proposed development will be serviced by those roadway transportation
facilities currently in existence as provided by state, county, and local roadways. The
proposed development will also be serviced by public transportation facilities currently in
existence, as provided by Miami- Dade County, the City of Miami Beach, and such other
governmental entities as may presently operate public transportation services within the
City of Miami Beach. Sanitary sewer, solid waste, drainage, and potable water services for
the proposed development shall be those services currently in existence and owned or
operated by Miami-Dade County, the Miami-Dade County Water and Sewer Department,
the City of Miami Beach, and State of Florida. The proposed development shall be
serviced by those existing educational facilities owned or operated by the Miami-Dade
Public Schools District, if applicable. The proposed development shall be serviced by
those existing parks and recreational facilities owned or operated by the United States
Government within Miami Dade County, by the State of Florida, by Miami-Dade County,
and by the City of Miami Beach. The proposed development shall be serviced by those
existing health systems and facilities operated by the United States Government within
Miami-Dade County, by the State of Florida, by Miami-Dade County, and by the City of
Miami Beach.
The proposed development will also be serviced by any and all public facilities, as
such are defined in Section 163.3221(12) of the Act, that are described in the
Comprehensive Plan, specifically including those facilities described in the Infrastructure
Element and the Capital Improvements Element therein, a copy of which is available for
public inspection in the offices of the City Clerk of the City of Miami Beach.
Notwithstanding the foregoing, the Project may be required to provide for some of its
own services, including solid waste removal and stormwater drainage.
EXHIBIT "H" — DESCRIPTION OF PUBLIC RESERVATIONS
All easements referenced in the Agreement.
O� BK �4913 F~G 4�52
LAST F'A�E
EXHIBIT "I" - DESCRIPTION OF REQUIRED DEVELOPMENT PERMITS
The following constitutes a generalized list of local permits anticipated as necessary to be
approved by the terms of this Development Agreement:
1. Design Review Board, Historic Preservation Board, Planning Board, and/or
Board of Adjustment approvals, pursuant to Chapter 2 of the City's
Resiliency Code.
2. Utility Permits
3. Demolition Permits
4. Building Permits
5. Environmental Permits
6. Hazardous Materials Removal Permit, if removal of hazardous materials is
found necessary.
7. Public Works Permit, Paving and Drainage
8. Public Works Permit, Water and Sewer
9. Public Works Revocable Permits
10. Certificates of Use and/or Occupancy
11. Any variances or waivers that may be required pursuant to the City of Miami
Beach Resiliency Code
12. All other local governmental approvals as may be applicable to the subject
property from time to time pursuant to the terms of this Development Agreement.