Settlement Agreement
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (the "Agreement") is made and entered into
as of the ~g' day of .;r LA- 'ifi ,2004, by and among: (1) the City of Miami
Beach, Florida, a Florida muni' al corporation (the "City"), and the Miami Beach
Redevelopment Agency, a Florida public agency ("RDA"), collectively parties of the first
part; (2) East Coastline Development, Ltd., a Florida limited partnership ("East
Coastline"), Azure Coast Development, Ltd., a Florida limited partnership ("Azure"),
Beachwalk Development Corporation, a Florida corporation ("Beachwalk"), Sun & Fun,
Inc., a Florida corporation ("Sun & Fun"), Sandpoint Financial, Ltd., a Florida limited
partnership ("Sand point"), Portofino Real Estate Fund, Ltd., a Florida limited partnership
("PREF"), Santorini Isle, Inc., a Florida corporation ("Santorini"), West Side Partners,
Ltd, a Florida limited partnership ('West Side"), 404 Investments, Ltd., a dissolved
Florida limited partnership ("404"), S1. Tropez Real Estate Fund, Ltd., a dissolved
Florida limited partnership ("S1. Tropez") and Marquesa, Inc., a Florida corporation
("Marquesa"), collectively, parties of the second part; and, (3) TRG-Alaska I, Ltd., a
Florida limited partnership ("A-I") and TRG-Alaska III, LLC, a Florida limited liability
company ("A-III"), collectively, parties of the third part, The parties of the second part
are hereinafter referred to as the "Portofino Entities" and the parties of the third part are
hereinafter referred to as the "Related Entities,"
Introduction and Backaround
A. The Lawsuits. The Portofino Entities have filed a series of lawsuits against the
City claiming, inter alia, damages and rights under the Bert J. Harris Private Property
Rights Act, other civil rights violations, reverse spot zoning, breach of contract~ and
seeking other relief in those certain lawsuits more particularly described in Exhibit "A"
attached hereto (the "Lawsuits").
B. The Lands. In general, the Lawsuits arose out of certain prior charter
amendment, zoning and land use actions taken by the City affecting, among others,
those parcels of land (the "Land") located within the City, and commonly referred to as
the "Block 1 Parcel," the "Blocks 51 and 52 Parcels", the "Hinson Tract," the "Goodman
Terrace" property, and the "Alaska Parcel"; the Hinson Tract, Goodman Terrace and
Alaska Parcel are collectively referred to as the "Alaska Assemblage"; all as more
particu!arly described in Exhibit "B" attached hereto.
C. Related's and Portofino's Interests, On September 11, 2003, the Related Entities
acquired fee simple title to the Alaska Assemblage and the Blocks 51 and 52 Parcels
from the Portofino Entities. The Portofino Entities retain title to the Block 1 Parcel, and
interest in the Lawsuits, The Related Entities represent that (i) they and their officers
executing this Agreement have full authority to enter this Settlement Agreement, (ii) they
have legal title to the Alaska Assemblage and Blocks 51 and 52 Parcels, subject to no
monetary liens except for real estate taxes and recorded mortgages, where the holders
\\MIA-5RV01 \GORSONM\ 1551613v15\ 1 FB7T15 _.DOC\7/28/04\ 1 0840.01 8700
have no objection to this Agreement, (iii) they are the only parties with interests in the
Alaska Assemblage and Blocks 51 and 52 Parcels necessary to join in and make their
obligations under this Agreement valid and binding. The Portofino Entities represent
that (i) they and their officers executing this Agreement have full authority to enter into
this Settlement Agreement, (ii) they have legal title to the Block 1 Parcel subject to no
monetary liens except for real estate taxes and a recorded mortgage, where the
mortgage holder has no objection to this Agreement, and (iii) they are the only parties
with interest in the Block 1 Parcel necessary to join in and make their obligations under
this Agreement valid and binding.
D. Letter of Intent. On February 25, 2004, the City Commission of Miami Beach
unanimously approved the terms of a letter of intent to settle the Lawsuits, by
Resolution No. 2004-25509, The parties now wish to set forth the procedures and
expectations by which, if the City and/or certain City boards approve certain applications
for development approvals to be filed by the Portofino and Related Entities, the
Lawsuits will be resolved and this Settlement Agreement will be fully implemented. All
parties acknowledge, however, that the City and/or its boards are not agreeing in
advance to any particular outcome on the applications to be filed that will be required to
effectuate and implement the terms of this Agreement.
E. Approval of Court. The parties have further agreed to seek the approval of either
the state court or the federal court (as their respective attorneys hereafter agree) to the
terms of this Agreement and for enforcement hereof provided that this Agreement shall
in no way be conditioned upon such approval.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree to fully settle the Lawsuits on the terms
and conditions set forth below:
1. Recitations, The foregoing recitations are true and correct and are
incorporated herein by this reference.
2. Development Approvals.
(a) Condition to Obliaation.
(i) The obligations of any and all of the Portofino Entities and/or
the Related Entities under this Agreement are specifically conditioned upon the City
and/or its boards, departments or agencies acting in their independent, quasi-judicial
and/or legislative governmental capacity to consider and formally approve those certain
amendments to the City Code and other governmental actions as more particularly
described in Exhibit "C" hereto (the "Development Approvals",)
(ii) The Development Approvals shall be deemed approved at
such time as all requisite governmental action has become final, binding and no longer
subject to appeal, and if appealed, all such appeals shall have been finally and
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successfully resolved, which shall herein be referred to as having obtained the "Final
Approvals,"
(iii) In the event that all of the Development Approvals, for any
reason, have not been obtained on or before October 15, 2004 and/or the Final
Approvals have not been obtained by December 24, 2004 or, in the event that any of
the required Development Approvals have been denied by the City or other applicable
governmental authority, then in any such event either the Portofino Entities or the
Related Entities or the City at their respective sole option, may elect to terminate this
Agreement by written notice of termination to the other parties (signed by the parties or
by their respective attorneys,) whereupon all of the provisions and obligations of the
parties under this Agreement shall fully terminate and be null and void, and all
Development Approvals which have been theretofore adopted shall be treated by the
City and the other parties as revoked and of no further force and effect. The Portofino
Entities and the Related Entities shall have the right in their sole discretion to extend the
foregoing deadlines by instrument in writing executed by the attorneys for all of the
Portofino Entities and Related Entities. Should this agreement terminate, the parties
agree to promptly execute and deliver to each other such other documentation as may
be required to confirm the termination and revocation, and the parties shall otherwise be
restored to the condition that existed immediately prior to the date of execution of this
Agreement. The provisions of this paragraph 2(a)(iii) shall survive the termination of
this Agreement.
(iv) If the Final Approvals are obtained prior to the timely delivery
of a written notice of termination permitted under paragraph 2(a)(iii) above, then there
shall be no further right of termination hereunder, In the event this Agreement is
terminated pursuant to paragraph 2(a)(iii) above, each of the parties shall have the right
to pursue any of the Lawsuits that existed prior to the execution of this Agreement, as if
this Agreement had never taken place. The parties hereby covenant not to sue on or
appeal any actions that any of the parties take or do not take on applications in pursuit
of the Development Approvals.
(b) Applications for Development Approvals. The Portofino Entities
and Related Entities have initiated previously to the approval and execution of this
Agreement, or will initiate subsequent to its execution, all of the Development Approval
applications, The City is currently processing all Development Approval applications.
The parties shall cooperate with each other in continuing to timely process (and City
shall join in as necessary) all necessary Development Approvals from City, county,
regional, state, and federal agencies as required by law.
(c) Exercise of Citv Discretion. The parties recognize and agree that
certain provisions of this Agreement will require the City and/or its boards, departments
or agencies, acting in their governmental capacity, to consider certain changes in the
City's Comprehensive Plan, Land Development Regulations and other applicable City
codes, plans or regulations, as well as to consider other governmental actions as set
forth in this Agreement. All such considerations and actions shall be undertaken in
accordance with established requirements of federal or state statutes and City or county
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ordinances, or other applicable law, in the exercise of the City's jurisdiction under the
police power, as well as the requirements of this Agreement. Nothing in this Agreement
is intended to limit or restrict the powers and responsibilities of the City in acting on
applications for Comprehensive Plan changes, and applications for any other of the
Development Approvals, by virtue of the fact that the City may have consented to the
filing of such applications, solely in its capacity as the owner of affected lands or as the
adjacent property owner, or by virtue of the City's entering into this Agreement. The
parties recognize that the City, and its boards, retain sole discretion under their police
powers as to whether to grant or deny the applications for Development Approvals, The
parties fully 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 contained in this Agreement shall entitle the Portofino Entities or the Related
Entities to compel the City to take any actions processing or approving the applications
for Development Approvals, or other actions contemplated by this Agreement, save and
except the provisions of paragraphs 3 and 4 below if the Final Approvals are obtained
prior to a termination of this Agreement.
3. Dismissal of Lawsuits and exchanae of releases. The parties have agreed
to continue and abate the Lawsuits until such time as the Final Approvals have been
obtained or this Agreement has been terminated, in accordtilnce with its terms,
whichever is earlier. Upon obtaining the Final Approvals, the Lawsuits shall be
dismissed with prejudice and the parties shall exchange releases in the forms attached
as Exhibit "0" hereto.
4. Suoolemental Actions and Documentation. Contingent upon obtaining
all of the Final Approvals, the parties hereto agree to accomplish the following as soon
as reasonably feasible after the Final Approvals have been obtained, or if a time period
is specifically provided for in the following paragraphs, within such time period specified:
(a) Portions of Alaska, A-1 shall promptly execute and deliver a
special warranty deed to the City in the form attached hereto as Exhibit "E", conveying
title to approximately 87,550 square feet of land area within the Alaska Assemblage as
more particularly described in Exhibit "E" (the "City Alaska Property"), and which title
shall be subject to those certain permitted exceptions (including use restrictions) listed
in Exhibit "E" and the covenant attached as Exhibit "I". Simultaneously with delivery of
the forgoing special warranty deed, the City shall execute and deliver to A-1 a
construction, staging and encroachment easement in the form attached hereto as
Exhibit "F" for purposes of (1) construction of the baywalk and seawall repairs, (2) any
additional construction required by paragraph 6 below, (3) a 40 foot staging and
construction easement for the residential tower, garage, and other improvements to be
built by the Related Entities on the portion of the Alaska Assemblage being retained by
them (4) a 15 foot maintenance easement for future maintenance of the residential
tower and garage and (5) an underground encroachment easement for minor'
encroachment of foundations for the residential tower and garage. A-1 shall
simultaneously (i) execute and deliver to the City an attachment and cladding easement
permitting the City at its cost and expense to berm up to and landscape the southern
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facade of the parking garage to be built on the Alaska Parcel by A-1 and/or to connect
any desired public or other improvements permitted to be constructed by the City on the
City's portion of the Alaska Parcel to the southern face of A-1's parking garage
(provided that the same does not adversely affect the structural integrity of A-1's parking
garage nor permit any access thereto by the City) and also permitting the City to
remove at City's cost and expense any decorative detail cladding from the Southern
face of A-1's garage for such purposes. Notwithstanding the foregoing, any berming
and landscaping required by the City's Design Review Board as a method of cladding
for the residential tower, garage, and other improvements to be built by the Related
Entities on the portion of the Alaska Assemblage being retained by them shall be at A-
1's cost and expense; (ii) execute and deliver to the City an underground encroachment
easement for minor encroachment of foundations for any such City improvements; and
(iii) deliver to the City a title policy from Chicago Title Insurance Company issuing title to
the City's portion of the Alaska parcel and to the Washington Avenue Extension
property in the amount of $10,000,000 showing title to be as set forth in the Exhibit "E".
The foregoing easements to the City shall be drawn in the form attached hereto as
Exhibit "G".
The Portofino Entities and the Related Entities will cause Murano Two,
Ltd., a Florida limited partnership, to deed to the City the property referred to as the
"South Easement Area" in that certain Grant of Easements (150 Foot Easement Area)
recorded on May 27, 1999 in Official Records Book 18626 at Page 4425 of the Public
Records of Miami-Dade County, Florida, pursuant to the form deed attached hereto as
Exhibit "P," and subject to the title exceptions and use restrictions set forth in Exhibit
"P". The City may elect in its sole discretion not to receive the deed to such South
Easement Area parcel.
(b) Federal Trianale. If A-I and the City are able to obtain approval of
the federal government, the City will deed to A-I not more than 450 square feet of
property within the parcel commonly referred to as the Federal Triangle and A-I will
deed to the City an equal amount of land area, within the Alaska Assemblage pursuant
to the form deeds attached hereto as Exhibit "H" as more particularly described in
Exhibit "H" and subject to the title exceptions (including use restrictions) listed in Exhibit
"H" as well as any requirements imposed by the federal government.
In the event the City and A-I are unable to obtain the approval of
the federal government to the title transfers referred to in this paragraph 4(b) by the time
all of the Final Approvals have been obtained, then the relevant parties shall seek
approval of the federal government to permit A-I and its successors to have vehicular
and pedestrian access across the surface of such portion of the Federal Triangle
pursuant to the form perpetual easement attached hereto as Exhibit "J"o The City and
A-1 shall have the right in their sole discretion to extend the foregoing deadline by
instrument in writing executed by the attorneys for the City and A-1, Notwithstanding
whether the federal government approves any exchange of lands or access rights, the
parties shall enter into the covenant attached as Exhibit "I."
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(c) Boat Basin, A-I is pursuing on behalf of and as directed by the City
all necessary state, county and federal approvals to fill in, or alternatively, to bridge over
the existing boat basin within the Alaska Assemblage, The City and A-I agree to
cooperate in seeking all such necessary approvals. A-1 shall not proceed with
permitted work on the boat basin unless and until directed in writing by the City
Manager under authority of this Agreement. A-1 shall transfer all rights to the boat
basin improvements to the City along with its conveyance referred to in Exhibit "E"
attached hereto. The City may elect in its sole discretion not to fill in or bridge over such
boat basin,
(d) Bavwalk. Provided the City determines the location and
dimensions of its baywalk amenities and appropriate permits therefore are issued by all
applicable governmental authorities within 12 months of the date of this Agreement,
then prior to the granting of the first temporary certificate of occupancy for the
residential tower to be built within the Alaska Assemblage by A-I, A-I, at its sole cost
and expense, will build-out, extend, and furnish the existing baywalk across the
waterfront edge of the Alaska Assemblage and Federal Triangle from Washington
Avenue to the parcel commonly known as SSDI South at a location within the City
Alaska Property as the City determines. The build-out and furnishing shall be done
substantially to the standards hereafter designated by the City, provided that A-1 shall
only be responsible for payment of costs up to 125% (on a cost to install basis) of the
standards presently designed and installed on the portion of the baywalk to the west of
the Murano condominium project. As part of such baywalk construction, in addition, A-I
will restore the shoreline with sheet pile and rip rap as required by the appropriate
regulating authorities. If the City does not timely provide the foregoing information or if
the permits are not timely issued therefore as provided above, then at the time of
issuance of the first temporary certificate of occupancy for the residential tower, A-I will
deliver a full payment and performance bond to the City guarantying completion of the
baywalk and seawall work and will complete same within 12 months of the date of
issuance of the permits.
(e) Washinqton Avenue Extension, Before a building permit is issued
for the residential tower to be developed on the Alaska Assemblage, the Washington
Avenue Extension comprising approximately 42,000 sq. ft" will be deeded to the City,
pursuant to a deed in the form attached as Exhibit "L" hereto, Upon such conveyance,
all provisions of the Washington Avenue Extension Easement Dedication Agreement
will terminate except for the provisions contained in paragraph 4 thereof, which shall
survive, subject to a covenant to rebuild for FAR and Setback purposes as set forth in
Exhibit "I".
(f) Block 51 Parcel.
(i) End Parcels. The City shall promptly execute and deliver a
deed to A-III in the form attached hereto as Exhibit "M", conveying title to the end
parcels the City owns on the south side of Block 51 as more particularly described in
Exhibit "M" and subject to permitted exceptions listed in Exhibit "M",
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(ii) Bridaina Allev. The City will permit A-III and its successors
to bridge over the alley in Block 51 at the 3rd, 4th and 5th floor levels to access parking
between the north and south sides of the Block pursuant to a perpetual air-rights
easement in the form attached as Exhibit "N" hereto, A-III will not encroach into such
alley in a manner so as to block vehicular deliveries, City will also permit the utility lines
currently existing in the alley to be placed underground, subject to approval of the City's
public works department.
(iii) Parkina for Shops At Portofino. A-III shall have the right to
develop up to 75 spaces to satisfy the required parking for the Shops at Portofino retail
parcel on Block 51 (the "Portofino Retail Parking"). The FAR on Block 51 shall not
exceed 1.5 for A-Ill's intended development (excluding scich Portofino Retail Parking)
nor exceed 2.0 including such Portofino Retail Parking,
(iv) Ramos. A-III shall have the right to develop required parking
for up to 40 spaces in order to service lots 10 through 14 inclusive (the "Ramos Lots")
on Block 51 and utilize FAR rights from those parcels, pursuant to a covenant-in-Iieu of
unity of title in the form approved by the City Attorney.
(g) Deceleration Lane, Subject to obtaining appropriate regulatory
approvals, the Related Entities will construct, at their sole cost and expense, a
deceleration lane at the south side of 1-395 as it intersects with the west side of Alton
Road which will provide for (i) an eastbound right-turn lane on Fifth Street at the Alton
Road intersection, (ii) dual northbound left-turn lanes on Alton Road at Fifth Street
intersection, and (iii) modification of signalization at the Fifth Street/Alton Road
intersection to complement the foregoing turn lanes pursuant to (i) and (ii) above, as
required, such work to be completed (A) prior to issuance of a final Certificate of
Occupancy for the ICON building if all regulatory approvals and permits are given by no
later than October 1, 2004, otherwise (B) within 12 months after the granting of such
approvals and permits. The Related Entities shall seek such regulatory approvals in
good faith with due diligence.
5. Concept Plan. In order to provide assurances to the City that the future
development of the Alaska Assemblage, the Block 51 Parcel, the Block 52 Parcel, and
the Block 1 Parcel will be compatible with the City's desire for good neighborhood
planning, the Related Entities and the Portofino Entities have agreed to submit to the
City Commission for approval a concept plan for each of those parcels after consultation
and consideration with neighborhood representatives, the City's internal staff, the
Design Review Board and the Planning Board, and the City's outside architectural
consultant. In the event the Concept Plan is not approved by September 30,2004, then
in such event either the Portofino Entities or the Related Entities or the City at their
respective sole option, may elect to terminate this Agreement by written notice of
termination to the other parties (signed by the parties or by their respective attorneys),
whereupon all of the provisions and obligations of the parties under this Agreement
shall fully terminate and be null and void, and all Development Approvals which have
been theretofore adopted shall be treated by the City and the other parties as revoked
and of no further force and effect. The Portofino Entities and the Related Entities shall
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have the right in their sole discretion to extend this deadline by written instrument
signed by them or their attorneys, Once approved by the City, all subsequent actions
taken by the City in connection with any other requested development approvals
regarding these parcels must be consistent with the approved plan; provided that in the
event of any conflict between the City's land development regulations existing as of the
date of the obtaining of the Final Approvals and the concept plan, the said land
development regulations shall govern. In addition, the Related Entities agree to
reimburse or remit to the City, within 30 days of invoice, for the expenses of their
outside architectural consultant in reviewing the concept plan, making recommendations
to the plan, and meeting with the City, the neighborhood representatives./, and the other
parties to this Agreement with respect thereto.
6, City Garaqe or other Public Facilities, To the extent the City, within the
later of (a) 12 months of the date of this Agreement or (b) two months after the building
permit is issued for the project to be constructed by A-1 on the portion of the Alaska
Assemblage to be retained by A-1 and not conveyed to the City, develops a concept
plan for public parking or other public facilities in South Pointe Park or the portion of the
Alaska Assemblage to be deeded to the City under this Agreement, then contingent
upon obtaining all of the Final Approvals, A-I, at the same time it is staged for
development of the residential tower to be built on the balance of the Alaska
Assemblage, will cause its architects to design and its contractors to build such public
garage or other public facilities at A-I's direct cost (without overhead fees), and at City
expense, That is, City will be responsible for payment of all direct costs incurred by A-I
to develop such parking or other public facilities on the City's behalf.
7. Development of Reqionallmpact. Within 90 days after the issuance of the
final certificate of occupancy on the Portofino Entities' and Related Entities' properties
within the Alternative Portofino Development of Regional Impact, the Portofino Entities
shall file a report with the appropriate governmental agencies that releases remaining
unused trips attributable to the DR/. Except as otherwise modified by the terms of this
Agreement or of the Exhibits hereto, the terms of the DRI and of that certain Agreement
dated May 18, 2000 among West Side, Yacht Club at Portofino, Ltd., a Florida limited
partnership, Sun & Fun, Beachwalk, Azure, East Coastline, Sand point, TRG-SSDI, Ltd.,
a Florida limited partnership and the City shall remain in full force and effect.
8. Miscellaneous Provisions,
(a) No Permit. This Agreement is not and shall not be construed as a
development permit, development approval, development order or authorization to
commence development, nor shall it relieve the Portofino Entities and/or the Related
Entities of the obligations to obtain necessary amendments to the Redevelopment Plan,
if any, and the Comprehensive Plan, the Land Development Regulations, and any other
development approvals that are required under applicable law and under and pursuant
to the terms of this Agreement.
(b) Further Assurances. It is the intent and agreement of the parties
that they shall cooperate with each other to effectuate the purposes and intent of, and to
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satisfy their obligations under, this Agreement in order to secure to themselves the
mutual benefits created under this Agreement; and, in that regard, the parties shall
execute such further documents as may be reasonably necessary to effectuate the
provisions of this Agreement; provided that the foregoing shall in no way be deemed to
inhibit, restrict or require the exercise of the City's police power or actions of the City
when acting in a quasi-judicial or legislative capacity, This paragraph is a statement of
intent only and shall not give rise to any cause of action if any party acts contrary to the
intent hereof.
The parties acknowledge that during the period that the Portofino and
Related Entities have engaged in development of the South Pointe Area a number of
instruments have been recorded, dealing with such matters, as, for example, and not by
way of limitation, temporary land use for parking purposes or construction staging and
access, various easements and the like. Pursuant to this Agreement, title to various
properties is to be transferred, such as, for example, conveyance of portions of the
Alaska Assemblage and the Washington Avenue extension from A-1 to the City. Many
conditions, restrictions and limitations of record contained in the recorded instruments
are, or will be, obsolete or irrelevant. Accordingly, the parties agree to mutually review
title to the subject properties and to make, execute, deliver and exchange instruments
which will remove or release such obsolete conditions, restrictions and limitations. All
such conditions, restrictions and limitations not removed or released shall remain in full
force and effect.
(c) Omissions. The parties hereto recognize and agree that the
failure of this Agreement to address a particular permit, condition, term, or restriction
shall not relieve the Portofino Entities and the Related Entities of the necessity of
complying with the law governing said permitting requirements, conditions, term, or
restriction notwithstanding any such omission,
(d) Notices, Any 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
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Manager
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With copies to:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Attorney
500 South Point Drive, Suite 220
Miami Beach, Florida 33139
Attn: Thomas Kramer
If to the Portofino Entities
Or anyone or more of them:
With a copy to:
Hogan & Hartson, L.L.P,
1111 Brickell Avenue, Suite 1900
Miami, Florida 33131
Attn: Parker Thomson
If to the Related Entities
Or either of them
The Related Group
2828 Coral Way, Penthouse Suite
Miami, FL 33145
Attn: Chairman
With a copy to:
Greenberg Traurig PA
1221 Brickell Avenue
Miami, FL 33131
Attn: Matthew B, Gorson
Notices personally delivered or sent by overnight courier shall be deemed given
on the date of delivery and notices mailed in accordance with the foregoing shall be
deemed given three (3) days after deposit in the U,S. Mail.
(e) Construction.
(i) This Agreement shall be construed and governed in
accordance with the laws of the State of Florida, 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 anyone of the parties hereto.
(ii) In construing this Agreement, the use of any gender shall
include every other and all genders, and captions and section and paragraph headings
shall be disregarded.
(iii) All of the exhibits attached to this Agreement are
incorporated in, and made a part of, this Agreement.
(f) Time of Essence. Time shall be of the essence for each and every
provision hereof.
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(g) Entire Agreement. This Agreement, together with the documents
referenced herein, constitute 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. This Agreement may not be
changed, altered or modified except by an instrument in writing signed by the party
against whom enforcement of such change would be sought.
(h) Successors and Assign; Third Party Beneficiary. The benefits,
rights, duties and obligations given to the parties under this Agreement shall inure to the
benefit of and bind their successors in title and assigns. The parties acknowledge and
agree that except only for the foregoing successors and assigns, there are no third party
beneficiaries under this Agreement or the Exhibits attached hereto.
(i) Approval by the City. The parties hereto understand and agree that
this Agreement will not be binding on the City until such time as the City Commission of
the City of Miami Beach has approved same,
0) Surveys. All parcel sizes, and calculations based thereon, shall be
subject to verification by certified survey.
(k) Limitation of Remedies, In the event any party hereto fails or
refuses to execute any of the deeds or easements required hereunder, then the sole
and exclusive remedies available to the non-defaulting party or parties for such failure
or refusal shall be those available in equity, including without limitation, specific
performance, injunction and mandamus. The parties hereto waive the right to seek
recovery of monetary damages or sanctions as a means of enforcement of any rights
under this Agreement. Prior to initiating any litigation under this Agreement or under
any of the Exhibits attached hereto, the party or parties desiring to initiate litigation will
provide written notice to the other party or parties and shall be available for a period of
30 days after such written notice to attempt to meet and mediate the dispute prior to
initiating litigation.
(I) Non-Admissibility. Actions taken by any of the parties hereto
pursuant to or in furtherance of the provisions hereof shall not be admissible in any
proceeding under the Lawsuits in the event the transactions contemplated hereunder
are not consummated.
(m) Sovereign Immunity. Nothing in this Agreement or the exhibits
attached hereto shall be deemed to be a waiver by the City of its rights and privileges
under Florida Statutes Section 768,28.
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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.
CITY:
Signed, sealed and delivered
in the presence of:
~'E.~
r City Clerk -
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
~
f(, 3- 0'1
Date:
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THE MIAMI BEACH REDEVELOPMENT
AGENCY, a public agency organized and
existing pursuant to the Community
Redevelo en Act of 1969, as amended,
Chapter 6, rt III Florida Statutes
i\ttest: " ~. _
~: $='. 'x1~ By:
r Socretary Title:
APPROVED AS TO FORM & LANGUAGE
& FOR EXECUTION
IIr
Redevelopment Agency General Counsel
Date: f(- 'lrO\{
""' "
PORTOFINO ENTITIES:
Name:
EAST C
LTD., a
By: Eas
Florida
1111..:., a
By:
Name:
Name:
By:
Name: "''''nt..l fie:.. Il QAMI='f2. ?ClF:S1 CY t.JT
,
-13-
-14-
By:
Name:-r,",oHA~ II'I?A-Me:12 W.F~IDFjIJf"
.
By:
Name: Ii\DHAS t::t2al-fr;: fl., "'POF~ t~~ rr
404 INVESTMENTS, L TO" a dissolved
Florida limited partnership
. a dissoYed
I
-15-
ST, TROPEZ REAL ESTATE FUND, LTD.,
a dissolved Florida limited partnership
By: St. TROPEZ LIVING, IN
FI' poration
By:
Name:
RELATED ENTITIES:
TRG-ALASKA I, LTD., a Florida limited
partnership
By: TRG-Alaska I, Inc., a Florida
;:;PO,",10n ~
~~ -.ro-
TRG-ALASKA III, LLC., a Florida limited
liability company
EXHIBIT LIST
A Lawsuit description
B Land description
C Development Approvals
0-1 Release from the City to Portofino and Related
0-2 Release from Portofino and Related to City
E Alaska Deed from Related to City
F Easement Agreement between City and Related for Related Use of City
Property
G Easement Agreement between City and Related for City's Use of Related
Property
H-1 Federal Triangle Deed - City to Related
H-2 Federal Triangle Deed - Related to City
I Alaska Covenant-in-lieu of UT
J Federal Triangle Access Easement
K Intentionally Deleted
L Washington Avenue Extension Deed - Related to City
M Block 51 End Parcels Deed from City to Related
N Block 51 Alley Air Rights Easement for bridging over Alley bet/from City to
Related
o Intentionally Deleted
P South Easement Area Deed
[Lawsuit Description]
EXHIBIT A
1. East Coastline Development. Ltd, v. City of Miami Beach, United States District
Court, Southern District of Florida, Case No, 01-4921-CIV-MORENO.
2, Westside Partners, Ltd" et al v. City of Miami Beach, Eleventh Judicial Circuit in
and for Miami-Dade County, Case No, 98-13274 CA 30 (Judge Levenson),
3. East Coastline Development, Ltd. and Catherine Colonnese v, City of Miami
Beach, Eleventh Judicial Circuit in and for Miami-Dade County, Case No, 01-
25812 CA 30 (Judge Levenson).
4, East Coastline Development, Ltd. v, City of Miami Beach and the State of
Florida, Department of Community Affairs, Case No. 02-3283 GM (State of
Florida, Division of Administrative Hearings).
5. East Coastline Development, Ltd. v, City of Miami Beach, Case No. 01-335 AP
Appellate Division, Eleventh Judicial Circuit in and for Miami-Dade County and
Case No, 01-3467, Third District Court of Appeals ofthe State of Florida.
1 \MIA -SRVO I IGANGEMILI\568324v031\ FRY 403 _.DOCI7 /28/041\ 0840.0 \8700
[Land Description]
EXHIBIT "B"
The Land
Block 1 Parcel
Lot 1, Block 1, OCEAN BEACH SUBDIVISION, according to the Plat thereof, recorded in Plat Book 2, at
Page 38, of the Public Records of Miami-Dade County, Florida.
Lots 2 and 3, in Block 1 of OCEAN BEACH, FLORIDA, according to the Plat thereof, recorded in Plat
Book 2, Page 38 of the Public Records of Miami-Dade County, Florida,
Lot 5 of Block 1, OCEAN BEACH SUBDIVISION, according to the Plat thereof, recorded in Plat Book 2,
Page 38 of the Public Records of Miami-Dade County, Florida,
Lot 6, Block 1, of OCEAN BEACH, according to the plat thereof, as recorded in Plat Book 2 at Page 38 of
the public records of Miami-Dade County, Florida.
Lots 7 and 8, Less the Easterly 15,00 feet for Street Widening purposes, Block 1, Ocean Beach
Subdivision, recorded in Plat Book 2 at Page 38 of the public records of Miami-Dade County, Florida.
ALSO Less and Excepting from said Lots 7 and 8, that part described as follows:
A portion of Lots 7 and 8, Block 1, Ocean Beach Subdivision, recorded in Plat Book 2 at page 38 of the
public records of Miami-Dade County, Florida, more particularly described as follows:
Commence at the Northeast corner of said Lot 7 and run N, 790 12' 25" W., a distance of 15.00 feet to the
Point of Beginning (P.O. B.) said distance being measured along the Northerly line of Lot 7; Thence
continue 790 12' 25" W. along the Northerly line of Lot 7, a distance of 4.00 feet; Thence run S. 10047'
35" W. a distance of 84.56 feet to the Point of Curvature (P.C,) of a Circular Curve concave Northwesterly
and having its elements, a Central Angle of 760 51' 22" and a Radius of 25.90 feet; Thence run
Southwesterly along the Arc of said Curve for a distance of 33,53 feet to a Point of Intersection (P.I.) with
the Southerly line of Lot 8; Thence run N, 870 38' 47" E. along the said Southerly line of Lot 8 for a
distance of 23.94 feet to a point; Thence run N, 10047' 35" E. along a line 15.00 feet Westerly of and
parallel with Easterly line of said Lots 7 and 8 for a distance of 103.46 feet to the Point of Beginning
(P.O.B.),
Lots 9 and 10, Block 1, Ocean Beach Subdivision, recorded in Plat Book 2 at page 38 of the public
records of Miami-Dade County, Florida.
Lots 11, 12 and 13, Block 1, Ocean Beach Subdivision, recorded in Plat Book 2 at page 38 of the public
records of Miami-Dade County, Florida,
Lot 17, Block 1 of OCEAN BEACH, according to the Plat thereof, recorded in Plat Book 2, Page 38 of the
Public Records of Miami-Dade County,
Blocks 51 and 52 Parcels
Lots 4,5,6,7,8,9,10 and 11, Block 52, and Lots 5, 6, 7, 8, 9,11,12,19,20,21,22,23,24,25,26,27
and 28, Block 51, of OCEAN BEACH, FLA. ADDITION NO.3, according to the Plat thereof, as recorded in
Plat Book 2, at Page 81, of the Public Records of Miami-Dade County, Florida; together with a 10,00 foot
strip of land shown on the referenced Plat as a 10.00 foot walk; adjacent to Lots 19, 20, 21, 22, 23, 24, 25,
26, 27 and 28, Block 51, and bounded on the North by the Southerly line of the referenced lots; bounded
on the West by the Westerly line of Lot 19, extended Southerly; bounded on the East by the Easterly line
of Lot 28 extended Southerly; said walk being vacated pursuant to Official Records Book 13887, Page
1812, of the Public Records of Miami-Dade County, Florida.
I\MIA-SRYO 1 IGANGEMILI1568407v0311FRKN03 _.DOCI7/28/0411 0840.0 18700
Hinson Tract
Block 8, SOUTH BEACH PARK SUBDIVISION, recorded in Plat Book 6, at Page 77, of the Public
Records of Miami-Dade County, Florida, less and excepting therefrom the following two dedications:
A 50,00 foot dedication in Block 8, of SOUTH BEACH PARK SUBDIVISION, recorded in Plat Book 6, at
Page 77, of the Public Records of Miami-Dade County, Florida. Said 50.00 foot dedication being
described as follows:
Bounded on the North by the Northerly line of said Block 8, bounded on the South by the Southerly line of
said Block 8, said Southerly line also being the Northerly line of the Government Reservation shown
hereon; bounded on the East by a line parallel to and 50,00 feet distant Easterly of, as measured at 90
degrees to the Westerly line, of said Block 8; bounded on the West by the Westerly line of the above-
referenced Block 8, said Westerly line also being the Easterly line of Biscayne Bay.
A 40.00 foot dedication in Block 8, of SOUTH BEACH PARK SUBDIVISION, recorded in Plat Book 6, at
Page 77, of the Public Records of Miami-Dade County, Florida. Said 40.00 foot dedication being
described as follows:
Bounded on the North by the Northerly line of the above-referenced Block 8; bounded on the South by the
Southerly line of the above-referenced Block 8, said Southerly line also being the Northerly line of the
Government Reservation shown hereon; bounded on the East by the Westerly line of Washington
Avenue, said Westerly line also being the Easterly line of Block 8; bounded on the West by a parallel to
and 40.00 feet; distant Westerly of as measured at 90 degrees to the Westerly line, of the above-
referenced Washington Avenue.
Alaska Parcel
A Parcel of land and accreted land located in Section 10, Township 54 South, Range 42 East, Miami-
Dade County, Florida, and being more particularly described as follows:
For a POINT OF BEGINNING commence at a 10-inch-square concrete monument located on the
Northerly boundary of the U,S. Army Corps of Engineers Reservation, being the Westernmost corner of
Lot 6, Block 4, of SOUTH BEACH PARK SUBDIVISION, recorded in Plat Book 6, Page 77, of the Public
Records of Miami-Dade County, said monument designated "C" having a grid coordinate of X-784,440.39
and Y-521 ,912.47. Said monument also lies approximately South 24027'26" West a distance of 592,30
feet South of and North 65036'16" East a distance of 554,97 feet West of the Northeast corner of the
Northwest Yo of Section 10, Township 54 South, Range 42 East. From said POINT OF BEGINNING run
thence South 24025'50" West a distance of 420.43 feet, more or less, to the Mean High Water (M.H.w.)
line of the Northerly shoreline of the "Government Cut" for the entrance channel of the Miami Harbor;
thence North 65035'19" West along said M,H.W, line a distance of 261,59 feet to a point on a bulkhead;
thence North 31008'28" West along said bulkhead a distance of 242,83 feet to U.S. Army Corps of
Engineers Monument 'Virgil" having a grid coordinate of X-783,902.72 and Y-521 ,845.63; thence North
57041'41" East a distance of 226,20 feet to Monument "West" having a grid coordinate of X-784,093.91
and Y-521 ,966,52; thence North 87"38'37" East a distance of 208.58 feet to Monument "G" having a grid
coordinate of X-784,302.32 and Y-521 ,975.14; thence South 65035'12" East a distance of 151,63 feet to
Monument "COO and the POINT OF BEGINNING.
Goodman Terrace
Part of the Northwest quarter of Section 10, Township 54 South, Range 42 East, described as follows:
Begin in the North line of Section 10, which is also South line of Biscayne Street at its intersection with
East line of Jefferson Avenue extended; then South in line drawn at right angles to South line of Biscayne
Street 132 feet; thence East in line drawn parallel with South line of Biscayne Street to West line of
Washington Avenue; thence North along West line of Washington Avenue to its intersection with South
line of Biscayne Street; thence West along South line of Biscayne Street to POINT OF BEGINNING. Also
described as: All that part of North 132.00 feet of Section 10, Township 54 South, Range 42 East, known
as Smith Cottages Tract and also as Tract B and bounded on North by North line of Section 10; on West
by East line of Jefferson Avenue extended; on South by line parallel to and 132' South of North line of
Section 10; on East by West line of Washington Avenue extended.
20f2
[Development Approvals]
Exhibit "C"
Development Approvals
. Concept Plan Approval
. Compliance Agreement (DOAH)
. Comprehensive Plan Text Amendments
Amend MR-Marine Recreation District Regulations by amending permitted uses
and excluding from floor area required parking for adjacent properties
. FLUM Amendments
If federal approval received to deed portion of Federal Triangle, change
designation from ROS to MR
. Land Development Regulations Amendments
Amend the Code of the City Of Miami Beach, By Amending Chapter 142, "Zoning
Districts And Regulations," Article II, "District Regulations," Division 12, "MR-
Marine Recreation District," Clarifying Purpose, Providing For Additional Main
Permitted Uses And Prohibiting Certain Uses, And Excluding From Floor Area
Required Parking For Adjacent Properties; and Division 18, "PS Performance
Standard District," Modifying Height, Number Of Stories, Setbacks, Floor Area
Ratios And Allowing Required Parking In The CPS-1 And CPS-3 Zoning Districts
For Defined Properties, Clarifying How Such Required Or Public Parking Relates
to Floor Area and is Allowed, and Floor Area is Distributed, Through Covenants
in Lieu of Unity of Title", as may be hereinafter amended by the City Commission
and agreed upon by the Portofino Entities and Related Entities; provided,
however, lots 11 and 12, Block 51, are excluded from amendments to Section
142-699(a),
. Zoning Map Amendments
If federal approval received to deed portion of Federal Triangle, change district
classification from GU to MR
Change End Parcels district classification from GU to CPS-1
. Platting Approvals for Goodman, Hinson, Alaska and the portion of the Federal
Triangle (if applicable)
. Vacation of Ocean Court (Block 1 Alley) south of Lots 4 and 14
\\MIA-SRV01 \GANGEMIL\ 1568406v03\1 FRKM03_.DOC\8/3/04\ 10840.018700
[Limited Release; from City]
EXHIBIT D-l
LIMITED RELEASE
KNOW ALL MEN BY THESE PRESENTS:
That the City of Miami Beach, F]orida, a Florida municipal corporation and Miami Beach
Redevelopment Agency, a Florida public agency, collectively, party of the first part, for and in
consideration of the sum of TEN AND NO/IOO Dollars ($10.00), or other valuable
considerations, received from or on behalf of East Coastline Development, Ltd., a Florida limited
partnership ("East Coastline"), Azure Coast Development, Ltd., a Florida limited partnership
("Azure"), Beachwalk Development Corporation, a Florida corporation ("Beach walk"), Sun &
Fun, Inc" a Florida corporation ("Sun & Fun"), Sandpoint Financial, Ltd" a Florida limited
partnership, Porto fino Real Estate Fund, Ltd" a Florida limited partnership ("Portofino"),
Santorini Isle, Inc" a Florida corporation, West Side Partners, Ltd, a Florida limited partnership
("West Side"), 404 Investments, Ltd., a dissolved Florida limited partnership ("404"), St. Tropez
Real Estate Fund, Ltd., a dissolved Florida limited partnership ("St. Tropez"), Marquesa, Inc., a
Florida corporation, TRG-Alaska I, Ltd., a Florida limited partnership, TRG-Alaska III, LLC, a
Florida limited liability company, and Catherine Colonnese, collectively, parties of the second
part, the receipt and sufficiency of which are hereby acknowledged,
(Wherever used herein the terms "party of the first part" and "parties of the
second part" shall include singular and plural, heirs, legal representatives, and
assigns of individuals, and the officers, directors, shareholders, partners,
members, managers, agents, employees, successors and assigns of corporations
and other entities, wherever the context so admits or requires.)
HEREBY remise, release, acquit, satisfy, and forever discharge the parties of the second
part, of and from all, and all manner of action and actions, cause and causes of action, suits,
I\MIA-SRVOIIGANGEMILlI558523v091IFHVR09 _.DOCI7/28/04110840.0187oo
[Limited Release; from City]
debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments, liabilities,
executions, costs, expenses, claims and demands whatsoever, in law or in equity, which the party
of the first part ever had, now have, or which any personal representative, successor, heir or
assign of party of the first part, or anyone of them, hereafter can, shall or may have, against
parties of the second part, or anyone of them, with respect to claims or defenses of any nature
,
asserted or that could have been asserted under or in connection with (i) those certain lawsuits
brought by West Side, East Coastline, 404, Azure, Beachwalk, Portofino, St. Tropez, or Sun &
Fun and/or Catherine Colonnese against the party of the first part and/or the Department of
Community Affairs claiming damages and rights under the Harris Act, other civil rights
violations and other relief in Case Nos. 98-13274 CA 01(30), 01-4921- CIV-Moreno (U.s.
District Court, Southern District of Florida), 02-3283GM (Florida Division of Administrative
Hearings), 01-25812 CA 30 (Florida Eleventh Circuit Court), 01-335 AP Appellate Division,
(Florida Eleventh Circuit Court) and 01-3467 (Third District Court of Appeals of the State of
Florida) and/or (ii) zoning and land-use rights as of the date of the Settlement Agreement (as
such term is hereafter defined) relating to the properties described in Exhibit "B" attached to the
Settlement Agreement.
The party of the first part hereby expressly acknowledge, warrant and represent that: (i)
this Release was signed only after due consideration and consultation with its attorneys; and (ii)
party of the first part was not fraudulently induced, coerced or intimidated to sign this Release,
In signing this Release, party of the first part has not relied upon any oral or written statements or
acts made by parties of the second part, or anyone of them or anyone of their respective
attorneys or agents.
- 2 -
Notwithstanding the foregoing, this Release shall not operate to release or discharge parties
of the second part from any obligations they may have pursuant to that certain Settlement
Agreement dated as of
,2004 among party ofthe first part and parties of the
second part (the "Settlement A2reement").
IN WITNESS WHEREOF, party of the first part has hereunto set our hands and seals
this _ day of
,200_
Signed, sealed and delivered
in the presence of:
CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation
Attest:
By:
City Clerk
MAYOR
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney
Date
THE MIAMI BEACH REDEVELOPMENT
AGENCY, a public agency organized and
existing pursuant to the Community
Redevelopment Act of 1969, as amended,
Chapter 163, Part III Florida Statutes
Attest:
Secretary
By:
Title: Chairman
APPROVED AS TO FORM & LANGUAGE
& FOR EXECUTION
- 3 -
Redevelopment Agency General Counsel
Date:
- 4-
[Limited Release; to City]
EXHIBIT D-2
LIMITED RELEASE
KNOW ALL MEN BY THESE PRESENTS:
That we, East Coastline Development, Ltd., a Florida limited partnership ("East
Coastline"), Azure Coast Development, Ltd., a Florida limited partnership ("Azure"),
Beachwalk Development Corporation, a Florida corporation ("Beachwalk"), Sun & Fun, Inc" a
Florida corporation ("Sun & Fun"), Sandpoint Financial, Ltd" a Florida limited partnership,
Porto fino Real Estate Fund, Ltd" a Florida limited partnership ("Portofino"), Santorini Isle, Inc.,
a Florida corporation, West Side Partners, Ltd, a Florida limited partnership ("West Side"), 404
Investments, Ltd., a dissolved Florida limited partnership ("404"), S1. Tropez Real Estate Fund,
Ltd" a dissolved Florida limited partnership ("St. Tropez"), Marquesa, Inc., a Florida
corporation, TRG-Alaska I, Ltd" a Florida limited partnership, TRG-Alaska III, LLC, a Florida
limited liability company, and Catherine Colonnese, collectively, parties of the first part, for and
in consideration of the sum of TEN AND NOIIOO Dollars ($10,00), or other valuable
considerations, received from or on behalf of the City of Miami Beach, Florida, a Florida
municipal corporation and Miami Beach Redevelopment Agency, a Florida public agency, and
such City's and Agency's present and former commissioners, managers and officials,
collectively party of the second part, the receipt and sufficiency of which are hereby
acknowledged,
(Wherever used herein the terms "parties of the first part" and "party of the
second part" shall include singular and plural, heirs, legal representatives, and
assigns of individuals, and the officers, directors, shareholders, partners,
members, managers, agents, employees, successors and assigns of corporations
and other entities, wherever the context so admits or requires.)
\ IMIA-SR VO 1 \GANGEMILl 1558422v09\1 FHSM09 _.DOC\7/28/04\1 0840.0 18700
[Limited Release; to City]
HEREBY remise, release, acquit, satisfy, and forever discharge the party of the second
part, of and from all, and all manner of action and actions, cause and causes of action, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments, liabilities,
executions, costs, expenses, claims and demands whatsoever, in law or in equity, which the
parties of the first part, or anyone of them, ever had, now have, or which any personal
representative, successor, heir or assign of parties of the first part, or anyone of them, hereafter
can, shall or may have, against party of the second part, with respect to claims or defenses of any
nature asserted or that could have been asserted under or in connection with (i) those certain
lawsuits brought by West Side, East Coastline, 404, Azure, Beachwalk, Porto fino, St. Tropez
and/or Sun & Fun against the party of the second part and/or the Department of Community
Affairs claiming damages and rights under the Harris Act, other civil rights violations and other
relief in Case Nos, 98-13274 CA 01(30), 01-4921- CIV-Moreno (U.S. District Court, Southern
District of Florida), 02-3283GM (Florida Division of Administrative Hearings) 01-25812 CA 30
(Florida Eleventh Circuit Court), 01-335 AP Appellate Division, (Florida Eleventh Circuit
Court) and 01-3467 (Third District Court of Appeals of the State of Florida) and/or (ii) zoning
and land-use rights as of the date of the Settlement Agreement (as such term is hereafter defined)
relating to the properties described in Exhibit "B" attached to the Settlement Agreement.
The parties of the first part hereby expressly acknowledge, warrant and represent that: (i)
this Release was signed only after due consideration and consultation with their attorneys; and
(ii) parties of the first part were not fraudulently induced, coerced or intimidated to sign this
Release, In signing this Release, parties of the first part have not relied upon any oral or written
-2-
statements or acts made by party of the second part or party of the second part's attorneys or
agents.
Notwithstanding the foregoing, this Release shall not operate to release or discharge party
of the second part from any obligations it may have pursuant to that certain Settlement
Agreement dated as of
,2004 among parties of the first part and party of the
second part (the "Settlement Al!:reement"),
IN WITNESS WHEREOF, we have hereunto set our hands and seals this _ day of
,200_,
EAST COASTLINE DEVELOPMENT,
LTD., a Florida limited partnership
Name:
By: EAST COASTLINE, INC., a Florida
corporation, its general partner
Name:
By:
Name:
AZURE COAST DEVELOPMENT, LTD. a
Florida limited partnership
Name:
By: AZURE COAST, INC., a Florida
corporation, its general partner
Name:
By:
Name:
BEACHW ALK DEVELOPMENT
CORPORATION, a Florida corporation
Name:
Name:
By:
Name:
SUN & FUN, INC., a Florida corporation
Name:
- 3 -
By:
Name:
Name:
-4-
Name:
Name:
Name:
Name:
Name:
Name:
Name:
Name:
Name:
Name:
SANDPOINT FINANCIAL, LTD., a Florida
limited liability partnership
By: SAND POINT FINANCIAL CORP.,
a Florida corporation, its general
partner
By:
Name:
PORTOFINO REAL ESTATE FUND,
LTD., a Florida limited partnership
By:
Name:
SANTORINI ISLE, INC., a Florida
corporation
By:
Name:
WEST SIDE PARTNERS, LTD., a Florida
limited partnership
By:
Name:
404 INVESTMENTS, LTD., a dissolved
Florida limited partnership
By: 404 Investcorp, Inc., a dissolved Florida
corporation
By:
Thomas Kramer, as sole surviving
director and shareholder
- 5 -
Name:
Name:
Name:
Name:
Name:
Name:
Name:
Name:
ST. TROPEZ REAL ESTATE FUND,
LTD., a dissolved Florida limited
partnership
By: St. Tropez Living, Inc., a dissolved
Florida corporation
By:
Margaret Nee, as sole surviving
director
By:
Thomas Kramer, as sole surviving
shareholder
MARQUESA, INC., a Florida corporation
By:
Name:
TRG-ALASKA I, LTD., a Florida limited
partnership
By: TRG-Alaska I, Inc., a Florida
corporation, its sole general partner
By:
Name:
- 6 -
Name:
Name:
Name:
Name:
TRG-ALASKA III, LLC., a Florida limited
liability company
By: TRG-ALASKA COMMERCIAL,
LTD., a Florida limited partnership,
its sole member
By: TRG-ALASKA
COMMERCIAL, INC., its
general partner
By:
Name:
CATHERINE COLONNESE
-7-
[87,550 Alaska Deed]
EXHIBIT E
THIS DOCUMENT WAS PREPARED BY:
Laura Riso Gangemi, Esq.
Greenberg Traurig
1221 Brickell Avenue
Miami, Florida 33131
Property Identification No,:
Grantee Tax Identification No.:
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is executed and delivered effective as of
, 200_ by TRG-ALASKA I, LTD., a Florida limited partnership, whose mailing
address is c/o The Related Group of Florida, 2828 Coral Way, Penthouse Suite, Florida 33145
("Grantor"), to THE CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation
("Grantee"), whose mailing address is 1700 Convention Center Drive, Miami Beach, Florida
33139,
WITNE S SETH:
That the Grantor, for and in consideration of the sum of $10,00 and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants,
bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, its successors
and assigns, all that certain land located in Miami-Dade County, Florida, and more particularly
described in Exhibit "1" attached hereto and made a part hereof (the "Propertv");
TO HAVE AND TO HOLD the same together with all singular and appurtenances
thereto belonging or in anywise appertaining, and all the estate, right, title, lien, interest and
claim whatsoever of the Grantor, in law or equity, to the proper use and benefit of the Grantee,
its successors and assigns forever, SUBJECT, HOWEVER, TO:
See Exhibit "2" attached hereto and made a part hereof
AND Grantor does hereby specially warrant the title to the Property, subject to the
foregoing matters, and will defend the same against the lawful claims of all persons claiming by,
through, or under Grantor, but against none other,
IN WITNESS WHEREOF, the Grantor has signed and sealed these presents the day
and year first above written,
IIMIA-SRVOI IGANGEMILI1553793v0611 FDCI06_.DOCI7/28/0411 0840.018700
[87,550 Alaska Deed]
WITNESSES:
GRANTOR:
TRG-ALASKA I, LTD., a Florida limited
partnership
By: TRG-Alaska I, Inc., a Florida
corporation, its sole general partner
Print Name:
Print Name: By:
Name:
Title:
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as of
TRG-Alaska I, Inc., a Florida corporation, as sole general partner of TRG-Alaska I, Ltd., a
Florida limited partnership, on behalf of said entities. He/She [check one] _ is personally
known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
2
[87,550 Alaska Deed]
EXHIBIT "1"
LEGAL DESCRIPTION
EXHIBIT "2"
1. All conditions, restrictions, agreements, reservations, easements and covenants of
record, without the intent to reimpose same.
2. Real estate taxes for the current year and any taxes and assessments levied or
assessed subsequent to the date hereof,
3. Zoning, planning and land use ordinances enacted by governmental authorities,
and other requirements imposed by governmental authorities.
4.
Property,
Matters that would be disclosed by an accurate survey and inspection of the
5. Terms, conditions and prOVISIons of that certain Declaration of Restrictive
Covenants in Lieu of Unity of Title dated as ofthe date hereof between Grantor and Grantee.
[Alaska Easements to TRG]
EXHIBIT F
This instrument prepared by or under the supervision of
(and after recording should be returned to):
Laura R. Gangemi, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Tax Folio No,
S ace Reserved for Clerk of Court
CONSTRUCTION. STAGING. MAINTENANCE AND ENCROACHMENT EASEMENT
This CONSTRUCTION, STAGING, MAINTENANCE AND ENCROACHMENT
EASEMENT ("Easement") is made and entered into as of the _ th day of _, 200_, by
and between the CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation, the
mailing address of which is 1700 Convention Center Drive, Miami Beach, Florida 33139 (the
"Citv") and TRG-Alaska I, LTD., a Florida limited partnership, the mailing address of which is
2828 Coral Way, Penthouse, Miami, Florida 33145 ("TRG-Alaska I"),
REC!TAL~:
1. City is the owner of certain real property located in Miami Beach, Miami-Dade
County, Florida more particularly described on Exhibit "1" attached hereto (the "Citv
Propertv"), TRG-Alaska I conveyed the City Property to City immediately prior to the
execution and delivery of this Easement, subject to and on the condition that City execute and
deliver this Easement to TRG-Alaska I.
2. The City Property was a part of certain real property owned by TRG-Alaska I
commonly known as the "Alaska Assemblage." The portion of the Alaska Assemblage retained
by TRG-Alaska I and not conveyed to City is described on Exhibit "2" attached hereto (the
"TRG Propertv").
3. Pursuant to the terms of that certain Settlement Agreement among TRG-Alaska I,
certain of its affiliates, City and other parties, dated , 2004 (the "Settlement
Al!reement"), (a) TRG-Alaska I has agreed to build-out, extend and furnish an existing baywalk
and repair the seawall across the waterfront edge of the Alaska Assemblage and (b) conditioned
I\MIA -SRVO I IGANGEMILlI 553673v0811 FD8908 _.DOCI7/28/0411 0840.0 18700
[Alaska Easements to TRG]
upon timely delivery of documents by City and obtaining certain approvals, and payment by City
of certain costs, TRG-Alaska I has agreed to design and construct on certain portions of the City
Property certain improvements, all as described in, subject to and pursuant to the terms and
conditions of the Settlement Agreement and this Easement. The extension of such baywalk and
the design and construction of such improvements are collectively referred to herein as the "Citv
Improvements."
4. TRG-Alaska I intends to construct a residential tower, garage and other
improvements on the TRG Property (the "TRG Improvements").
5, In order to construct the City Improvements, to develop and construct the TRG
Improvements and to maintain the TRG Improvements, TRG-Alaska I requires certain
construction, staging, maintenance and encroachment easements over a portion of the City
Property, all as further provided herein,
NOW, THEREFORE, in consideration of the sum ofTen and NollOO Dollars ($10,00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated herein
by this reference,
2, Grant bv City of Easements. City hereby grants, conveys, bargains and sells to
TRG-Alaska I, its successors and assigns, and their respective officers, employees, agents,
contractors, subcontractors and mortgagees, the following:
(a) a temporary exclusive easement, right and privilege to enter upon the City
Property to the extent necessary to construct the City Improvements (such easement is referred to
herein as the "Citv Improvements Construction Easement"). The City Improvements
Construction Easement shall automatically expire and shall be of no further force or effect upon
completion of the City Improvements and acceptance thereof by the City;
(b) a temporary exclusive easement, right and privilege of pedestrian and
vehicular ingress, egress, passage and use on, over, through and across that portion of the City
Property described on Exhibit "3" attached hereto (the "TRG Improvements Construction
Easement Area") to develop the TRG Property, and for staging, erection, construction (and
reconstruction after casualty or condemnation), alteration, improvement and repair of the TRG
Improvements (such easement is referred to herein as the "TRG Improvements Construction
Easement:" the City Improvements Construction Easement and the TRG Improvements
Construction Easement are collectively referred to herein as the "Construction Easements"),
The TRG Improvements Construction Easement shall automatically expire and shall be of no
further force or effect on the date final certificates of occupancy (or equivalent) for all of the
TRG Improvements are issued, but notwithstanding the foregoing shall revive for reconstruction
after casualty or condemnation;
(c) a perpetual, non-exclusive easement, right and privilege of pedestrian and
vehicular ingress, egress, passage and use on, over, through and across that portion of the City
Property described on Exhibit "4" attached hereto (the "Maintenance Easement Area") for the
purpose of maintenance and repair of the TRG Improvements; and
2
(d) if any portion of the foundation, or overhangs or projections (such as, by way of
example, marquees, canopies, lights, lighting devices, awnings, wing walls and the like) of the
TRG Improvements encroaches on the City Property as a result of (i) construction of the TRG
Improvements; (ii) settling or shifting of the TRG Improvements; or (iii) any required alteration
or repair to the TRG Improvements, or any required repair or restoration of the TRG
Improvements after damage by fire or other casualty or any taking by condemnation or eminent
domain proceedings, then a perpetual, exclusive easement shall exist for such encroachment and
for the maintenance of same so long as the TRG Improvements shall stand.
Notwithstanding anything to the contrary contained in Paragraphs 2(b), (c) or (d) above,
TRG-Alaska I shall not make use of the easements granted thereunder in a manner that would
conflict with any improvements constructed by or for the City within the applicable easement
areas and that are permitted pursuant to the terms of that certain Declaration of Restrictive
Covenants in Lieu of Unity of Title by the City and TRG-Alaska I, dated as of the date of this
Easement, and to the extent that such construction has occurred, the City agrees to accommodate
reasonable repair, restoration or maintenance activity as long as such activity does not
unreasonably interfere with the City's improvements in such area,
3. Security. Maintenance and Insurance.
(a) The parties acknowledge and agree that the City Property is intended to be
used and maintained in a safe and secure manner. City shall be responsible, at City's sole cost
and expense, for the security and maintenance of the City Property, except that during any period
of time in which TRG-Alaska I is exercising its rights under any of the easements granted
hereunder, then TRG-Alaska I shall be responsible for the security and protection of its own
equipment and property.
(b) TRG-Alaska I shall be liable and responsible, to the extent permitted by
law, for any costs, liabilities, claims or damages, including, without limitation, reasonable
attorneys' fees and disbursements at the trial level and all levels of appeal, relating to death of or
injury to persons, or loss of or damage to property, incurred by City and resulting from, arising
out of or incurred in connection with, use of the City Property under this Easement by TRG-
Alaska I, and/or its successors and/or assigns, and/or their respective officers, employees, agents,
contractors or subcontractors, to the extent resulting from the intentional or negligent acts of
TRG-Alaska I, and/or its successors and/or assigns, and/or their respective officers, employees,
agents, contractors or subcontractors, In addition, TRG-Alaska I shall defend any and all claims
asserted against City resulting from, arising out of or incurred in connection with, use of the City
Property under this Easement by TRG-Alaska I, and/or its successors and/or assigns, and/or their
respective officers, employees, agents, contractors or subcontractors, to the extent resulting from
the intentional or negligent acts of TRG-Alaska I, and/or its successors and/or assigns, and/or
their respective officers, employees, agents, contractors or subcontractors, In such event, TRG-
Alaska I shall be entitled to select counsel of TRG-Alaska I's choice to defend the claim,
however, City shall be permitted, at City's cost and expense, to retain independent counsel to
monitor the claim proceeding.
(c) TRG-Alaska I shall obtain and at all times during the term of the City
Improvements Construction Easement obtain and maintain with respect to the City Property
comprehensive general and public liability insurance providing liability insurance against claims
for personal injury, death or property damage, occurring on or about the City Property, for at
least a combined single limit for bodily injury, death and property damage liability of Five
3
Million and No/IOO Dollars ($5,000,000) per occurrence. TRG-Alaska I shall obtain and at all
times during the term of the TRG Improvements Construction Easement obtain and maintain
with respect to the TRG Improvements Construction Easement Area comprehensive general and
public liability insurance providing liability insurance against claims for personal injury, death or
property damage, occurring on or about the TRG Improvements Construction Easement Area,
for at least a combined single limit for bodily injury, death and property damage liability of Five
Million and No/IOO Dollars ($5,000,000) per occurrence.
All insurance provided for in this Paragraph 3(c) shall be in effect under
valid and enforceable policies issued by highly rated insurers of recognized responsibility which
are licensed to do business in the State of Florida, All such companies shall be rated at least "A"
as to management, and at least "Class X" as to financial strength on the latest edition of Best's
Insurance Guide. Each insurance policy shall be marked ''premium paid" or accompanied by
other satisfactory evidence of payment of premiums.
All policies of insurance required by this Paragraph 3( c) shall indicate
City as additional named insured. All insurance policies shall provide that no change,
cancellation or termination shall be effective until at least thirty (30) days after written notice to
the additional named insured.
(d) City shall be liable and responsible, to the extent permitted by law, for any
costs, liabilities, claims or damages, including, without limitation, reasonable attorneys' fees and
disbursements at the trial level and all levels of appeal, relating to death of or injury to persons,
or loss of or damage to property incurred by TRG-Alaska I, its successors and/or assigns, and
resulting from, arising out of, or incurred in connection with the use of the City Property by the
public generally or by City, and/or its successors and/or assigns and/or their respective officers,
employees, agents, contractors, subcontractors, occupants, tenants, licensees, guests, invitees or
permittees, In addition, City shall defend any and all claims asserted against TRG-Alaska I, its
successors and/or assigns, resulting from, arising out of, or incurred in connection with, use of
the City Property by the public generally or by City, and/or its successors and/or assigns and/or
their respective officers, employees, agents, contractors, subcontractors, occupants, tenants,
licensees, guests, invitees or permittees. In such event, City shall be entitled to select counsel of
City's choice to defend the claim, however, TRG-Alaska I shall be permitted, at TRG-Alaska I's
cost and expense, to retain independent counsel to monitor the claim proceeding,
4. City reserves unto itself, its successors and assigns, the perpetual right and
privilege of:
(a) Except during the term of the City Improvements Construction Easement,
and with respect to the TRG Improvements Construction Easement Area, except during the term
of the TRG Improvements Construction Easement, unrestricted access to, over, across and in the
City Property consistent with the use of the City Property as contemplated in this Easement, and
provided such uses do not materially interfere with the continuous use of the City Property as
permitted herein by TRG-Alaska I, its successors and assigns, and their respective officers,
employees, agents, contractors and subcontractors; and
(b) Except during the term of the City Improvements Construction Easement,
and with respect to the TRG Improvements Construction Easement Area, except during the term
of the TRG Improvements Construction Easement, using and occupying, and granting to the
public generally the right to use and occupy the City Property, but for public purposes only, and
4
provided such uses do not materially interfere with the continuous use of the City Property as
permitted herein by TRG-Alaska I, its successors and assigns, and their respective officers,
employees, agents, contractors and subcontractors,
5, This Easement shall inure to the benefit of and be binding upon City, and its
successors and assigns. This Easement shall inure to the benefit of and be binding upon TRG-
Alaska I, and its successors and assigns, except that TRG-Alaska I or such successor or assignee,
as the case may be, shall be released of all future obligations hereunder upon conveyance of its
interest in the TRG Property; provided, however, that any such transferee ofTRG-Alaska I or its
successor or assignee, as the case may be, shall be bound by all such terms and conditions of this
Easement. For purposes ofthe Construction Easements, TRG-Alaska I shall only be permitted to
assign TRG-Alaska I's rights hereunder to (and TRG-Alaska I's successors shall only include)
successor developer(s) or mortgage lenders of the TRG Property or any portion thereof and/or
association(s) designated with the responsibility of maintenance of common areas in connection
with the development or operation of the TRG Property or any portion thereof. For purposes of
the Construction Easements only, TRG-Alaska I's successors and/or assigns shall not include
individual unit owners or individual renters unless such unit owners or renters are successor
developers and/or associations as described above, An assignment of TRG-Alaska I's rights
hereunder shall only be effective if a specific written assignment (including an acceptance by the
successor developer and/or association) is recorded in the Public Records of Miami-Dade
County, Florida. The parties hereto acknowledge and agree that except for the foregoing
successors and assigns, there are no third party beneficiaries under this Easement.
6, In the event of a default hereunder, the non-defaulting party shall be entitled to
seek all remedies available at law or in equity, except for rescission, revocation or termination of
this Easement.
7, In the event oflitigation arising out of the terms of this Easement or the use of the
City Property under this Easement or the TRG Property under this Easement, the prevailing party
will be entitled to reasonable attorneys' fees and costs at the trial level and all levels of appeal.
8. Upon prior written request of either party, the other party hereto shall furnish the
requesting party an estoppel certificate reasonably satisfactory to the requesting party.
9, All of the parties have participated fully in the negotiation of this Easement, and
accordingly, this Easement shall not be more strictly construed against anyone of the parties
hereto,
10, Any and all notices required or desired to be given hereunder shall be in writing
and shall be deemed to have been duly given when delivered by hand or three (3) business days
after deposit in the United States mail, by registered or certified mail, return receipt requested,
postage prepaid, and addressed to the address set forth immediately beneath each party's
signature below (or to such other address as either party shall hereafter specify to the other in
writing), Any party may change the address for notice purposes by giving written notice thereof
to the other parties, which shall be effective upon receipt by each ofthe other parties,
11. In the event any term or provision of this Easement is determined by appropriate
judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal
meaning or be construed as deleted as such authority determines, and the remainder of this
Easement shall be construed in full force and effect.
5
12. All of the Exhibits attached to this Easement are incorporated in, and made a part
of, this Easement.
13. This Easement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supercedes all prior agreements, understandings and arrangements,
both oral and written, between the parties with respect thereofto the extent in conflict herewith.
IN WITNESS WHEREOF, City and TRG-Alaska I have caused this Easerrient to be
executed in its name by its undersigned duly authorized officers and its corporate seal to be
hereunto affixed, as of the _th day of _.200_.
[Executions and Acknowledgments Appear on Following Page]
6
Signed sealed and delivered
in the presence of:
TRG-ALASKA I, LTD., a Florida limited
partnership
By: TRG-Alaska I, Inc., a Florida
corporation, its sole general partner
Print Name:
Print Name: By:
Name:
Title:
STATE OF FLORIDA )
)88:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , 200_ by , as
of TRG-Alaska I, Inc., a Florida corporation, as sole general partner of TRG-A1aska I, Ltd., a
Florida limited partnership, on behalf of said entities, He/She [check one] _ is personally
known to me, or _ has produced evidence of his identity satisfactory to me,
Notary Public, State of Florida
[Notary Seal]
7
Signed, sealed and delivered
in the presence of:
Print Name:
Print Name:
Print Name:
Print Name:
CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation
By:
MAYOR
Attest:
City Clerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney
Date
8
STATE OF FLORIDA )
)88:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as Mayor of The
City of Miami Beach, a municipal corporation, on behalf of said entity. He/She [check one]
_ is personally known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
STATE OF FLORIDA )
)88:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as City Clerk of The
City of Miami Beach, a municipal corporation, on behalf of said entity. He/She [ check one]
_ is personally known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
9
EXHIBIT "1"
CITY PROPERTY
EXHIBIT "2"
TRG PROPERTY
EXHIBIT "3"
TRG IMPROVEMENTS CONSTRUCTION EASEMENT AREA
EXHIBIT "4"
MAINTENANCE EASEMENT AREA
[Alaska Easements to City]
EXHIBIT G
This instrument prepared by or under the supervision of
(and after recording should be returned to):
Laura R. Gangemi, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Tax Folio No,
S ace Reserved for Clerk of Court
ATTACHMENT. CLADDING AND ENCROACHMENT EASEMENT
This ATTACHMENT, CLADDING AND ENCROACHMENT EASEMENT
("Easement") is made and entered into as of the _th day of _,200_, by and between
TRG-Alaska I, LTD., a Florida limited partnership, the mailing address of which is 2828 Coral
Way, Penthouse, Miami, Florida 33145 ("TRG-Alaska I") and the CITY OF MIAMI BEACH,
FLORIDA, a Florida municipal corporation, the mailing address of which is 1700 Convention
Center Drive, Miami Beach, Florida 33139 (the "Citv"),
REC!TAL~:
1. City is the owner of certain real property located in Miami Beach, Miami-Dade
County, Florida more particularly described on Exhibit "1" attached hereto (the "Citv
Propertv"). TRG-Alaska I conveyed the City Property to City immediately prior to the
execution and delivery ofthis Easement.
2. The City Property was a part of certain real property owned by TRG-Alaska I
commonly known as the "Alaska Assemblage." The portion of the Alaska Assemblage retained
by TRG-Alaska I and not conveyed to City is described on Exhibit "2" attached hereto (the
"TRG Propertv"),
3, Pursuant to the terms of that certain Settlement Agreement among TRG-Alaska I,
certain of its affiliates, City and other parties, dated , 2004 (the "Settlement
Al!reement"), TRG-Alaska I has agreed to grant to the City certain attachment, cladding and
encroachment easements in connection with improvements (the "Citv Improvements") to be
built by or for the City and that are permitted pursuant to the terms of that certain Declaration of
I\MIA-SRVOI IGANGEMILI1567794v0611FRI Y06_.DOCI7!28!0411 0840.0101 00
[Alaska Easements to City]
Restrictive Covenants in Lieu of Unity of Title by the City and TRG-Alaska I, dated as of the
date of this Easement, all as described in, subject to and pursuant to the terms and conditions of
the Settlement Agreement and this Easement.
4. TRG-Alaska I intends to construct a residential tower, garage and other
improvements on the TRG Property (the "TRG Improvements"),
NOW, THEREFORE, in consideration of the sum ofTen and No/100 Dollars ($10,00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1, Recitals. The foregoing recitals are true and correct and are incorporated herein
by this reference.
2, Grant bv TRG-Alaska I of Easements. TRG-Alaska I hereby grants, conveys,
bargains and sells to the City, its successors and assigns, and their respective officers, employees,
agents, contractors, subcontractors and mortgagees, at the City's sole cost and expense, the
following:
(a) an easement, right and privilege to berm up to and landscape the southern
fa~ade of the parking garage to be built on the TRG Property and/or to connect the City
Improvements to the southern face of such parking garage, together with the right and privilege
to remove at the City's cost and expense any decorative cladding from the southern face of such
parking garage for such purposes, provided that the same does not adversely affect the structural
integrity of such parking garage nor permit any access thereto by the City; and
(b) if any portion of the foundation, or overhangs or projections (such as, by
way of example, marquees, canopies, lights, lighting devices, awnings, wing walls and the like)
of the City Improvements encroaches on the TRG Property as a result of (i) construction of the
City Improvements; (ii) settling or shifting of the City Improvements; or (iii) any required
alteration or repair to the City Improvements, or any required repair or restoration of the City
Improvements after damage by fire or other casualty or any taking by condemnation or eminent
domain proceedings, then a perpetual, exclusive easement shall exist for such encroachment and
for the maintenance of same so long as the City Improvements shall stand; provided, however
the City shall not make use of the easements granted under this Paragraph 2(b) in a manner that
would conflict with the TRG Improvements, but TRG-Alaska I agrees to accommodate
reasonable repair, restoration or maintenance activity as long as such activity does not
unreasonably interfere with the TRG Improvements,
3, Security. Maintenance and Insurance.
(a) TRG-Alaska I shall be responsible, at its sole cost and expense, for the
security and maintenance of the TRG Property, except that during any period of time in which
the City is exercising its rights under any of the easements granted hereunder, then the City shall
be responsible for the security and protection of its own equipment and property.
(b) TRG-Alaska I shall be liable and responsible, to the extent permitted by
law, for any costs, liabilities, claims or damages, including, without limitation, reasonable
attorneys' fees and disbursements at the trial level and all levels of appeal, relating to death of or
injury to persons, or loss of or damage to property, incurred by City and resulting from, arising
2
out of or incurred in connection with, use of the TRG Property by TRG-Alaska I, and/or its
successors and/or assigns, and/or their respective officers, employees, agents, contractors or
subcontractors, to the extent resulting from the intentional or negligent acts of TRG-Alaska I,
and/or its successors and/or assigns, and/or their respective officers, employees, agents,
contractors or subcontractors, In addition, TRG-Alaska I shall defend any and all claims asserted
against City resulting from, arising out of or incurred in connection with, use of the TRG
Property by TRG-Alaska I, and/or its successors and/or assigns, and/or their respective officers,
employees, agents, contractors or subcontractors, to the extent resulting from the intentional or
negligent acts of TRG-Alaska I, and/or its successors and/or assigns, and/or their respective
officers, employees, agents, contractors or subcontractors. In such event, TRG-Alaska I shall be
entitled to select counsel of TRG-Alaska I's choice to defend the claim, however, City shall be
permitted, at City's cost and expense, to retain independent counsel to monitor the claim
proceeding.
(c) City shall be liable and responsible, to the extent permitted by law, for any
costs, liabilities, claims or damages, including, without limitation, reasonable attorneys' fees and
disbursements at the trial level and all levels of appeal, relating to death of or injury to persons,
or loss of or damage to property incurred by TRG-Alaska I, its successors and/or assigns, and
resulting from, arising out of, or incurred in connection with the use of the TRG Property under
this Easement by City, and/or its successors and/or assigns and/or their respective officers,
employees, agents, contractors, subcontractors, occupants, tenants, licensees, guests, invitees or
permittees, In addition, City shall defend any and all claims asserted against TRG-Alaska I, its
successors and/or assigns, resulting from, arising out of, or incurred in connection with, use of
the TRG Property under this Easement by City, and/or its successors and/or assigns and/or their
respective officers, employees, agents, contractors, subcontractors, occupants, tenants, licensees,
guests, invitees or permittees. In such event, City shall be entitled to select counsel of City's
choice to defend the claim, however, TRG-Alaska I shall be permitted, at TRG-Alaska I's cost
and expense, to retain independent counsel to monitor the claim proceeding.
4, This Easement shall inure to the benefit of and be binding upon City, and its
successors and assigns, This Easement shall inure to the benefit of and be binding upon TRG-
Alaska I, and its successors and assigns, The parties hereto acknowledge and agree that except
for the foregoing successors and assigns, there are no third party beneficiaries under this
Easement.
5. In the event of a default hereunder, the non-defaulting party shall be entitled to
seek all remedies available at law or in equity, except for rescission, revocation or termination of
this Easement.
6, In the event oflitigation arising out of the terms of this Easement or the use of the
City Property under this Easement or the TRG Property under this Easement, the prevailing party
will be entitled to reasonable attorneys' fees and costs at the trial level and all levels of appeal.
7, Upon prior written request of either party, the other party hereto shall furnish the
requesting party an estoppel certificate reasonably satisfactory to the requesting party.
8. All of the parties have participated fully in the negotiation of this Easement, and
accordingly, this Easement shall not be more strictly construed against anyone of the parties
hereto.
3
9, Any and all notices required or desired to be given hereunder shall be in writing
and shall be deemed to have been duly given when delivered by hand or three (3) business days
after deposit in the United States mail, by registered or certified mail, return receipt requested,
postage prepaid, and addressed to the address set forth immediately beneath each party's
signature below (or to such other address as either party shall hereafter specify to the other in
writing), Any party may change the address for notice purposes by giving written notice thereof
to the other parties, which shall be effective upon receipt by each of the other parties,
10. In the event any term or provision of this Easement is determined by appropriate
judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal
meaning or be construed as deleted as such authority determines, and the remainder of this
Easement shall be construed in full force and effect.
11. All of the Exhibits attached to this Easement are incorporated in, and made a part
of, this Easement.
12, This Easement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supercedes all prior agreements, understandings and arrangements,
both oral and written, between the parties with respect thereof to the extent in conflict herewith.
IN WITNESS WHEREOF, City and TRG-Alaska I have caused this Easement to be
executed in its name by its undersigned duly authorized officers and its corporate seal to be
hereunto affixed, as of the _th day of _,200_.
[Executions and Acknowledgments Appear on Following Page]
4
Signed sealed and delivered
in the presence of:
TRG-ALASKA I, LTD., a Florida limited
partnership
By:
TRG-Alaska I, Inc., a Florida
corporation, its sole general partner
Print Name:
Print Name: By:
Name:
Title:
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , 200_ by , as
of TRG-Alaska I, Inc., a Florida corporation, as sole general partner of TRG-Alaska I, Ltd., a
Florida limited partnership, on behalf of said entities, He/She [check one] _ is personally
known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
5
Signed, sealed and delivered
in the presence of:
Print Name:
Print Name:
Print Name:
Print Name:
CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation
By:
MAYOR
Attest:
City Clerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney
Date
6
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as Mayor of The
City of Miami Beach, a municipal corporation, on behalf of said entity, He/She [check one]
_ is personally known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as City Clerk of The
City of Miami Beach, a municipal corporation, on behalf of said entity. He/She [check one]
_ is personally known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
7
EXHIBIT "1"
CITY PROPERTY
EXHIBIT "2"
TRG PROPERTY
[Federal Triangle Deed; City to TRGI
EXHIBIT H-l
THIS DOCUMENT WAS PREPARED BY:
Laura Riso Gangemi, Esq.
Greenberg Traurig
1221 Brickell Avenue
Miami, Florida 33131
Property Identification No.:
Grantee Tax Identification No,:
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is executed and delivered effective as of
,200_ by THE CITY OF MIAMI BEACH, FLORIDA, a Florida municipal
corporation, whose mailing address is 1700 Convention Center Drive, Miami Beach, Florida
33139 ("Grantor"), to TRG-ALASKA I, LTD., a Florida limited partnership ("Grantee"),
whose mailing address is c/o The Related Group of Florida, 2828 Coral Way, Penthouse Suite,
Florida 33145.
WITNESSETH:
That the Grantor, for and in consideration of the sum of $10.00 and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants,
bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, its successors
and assigns, all that certain land located in Miami-Dade County, Florida, and more particularly
described in Exhibit "1" attached hereto and made a part hereof (the "ProDertv");
TO HAVE AND TO HOLD the same together with all singular and appurtenances
thereto belonging or in anywise appertaining, and all the estate, right, title, lien, interest and
claim whatsoever of the Grantor, in law or equity, to the proper use and benefit of the Grantee,
its successors and assigns forever, SUBJECT, HOWEVER, TO:
See Exhibit "2" attached hereto and made a part hereof
AND Grantor does hereby specially warrant the title to the Property, subject to the
foregoing matters, and will defend the same against the lawful claims of all persons claiming by,
through, or under Grantor, but against none other,
\\MIA-SRVOI \GANGEMIL\I 558536v06\1 FY0806 _.DOC\7/28/04\1 0840.018700
[Federal Triangle Deed; City to TRG]
IN WITNESS WHEREOF, the Grantor has signed and sealed these presents the day
and year first above written.
WITNESSES:
Signed, sealed and delivered
in the presence of:
Print Name:
Print Name:
Print Name:
Print Name:
GRANTOR:
CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation
By:
MAYOR
Attest:
City Clerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney
Date
2
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as Mayor of The
City of Miami Beach, a municipal corporation, on behalf of said entity, He/She [ check one]
_ is personally known to me, or _ has produced evidence of his identity satisfactory to me,
Notary Public, State of Florida
[Notary Seal]
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as City Clerk of The
City of Miami Beach, a municipal corporation, on behalf of said entity, He/She [check one]
_ is personally known to me, or _ has produced evidence of his identity satisfactory to me,
Notary Public, State of Florida
[Notary Seal]
3
EXHIBIT "1"
LEGAL DESCRIPTION
EXHIBIT "2"
1, All conditions, restrictions, agreements, reservations, easements and covenants of
record, without the intent to reimpose same,
2. Real estate taxes for the current year and any taxes and assessments levied or
assessed subsequent to the date hereof.
3. Zoning, planning and land use ordinances enacted by governmental authorities,
and other requirements imposed by governmental authorities,
4,
Property,
Matters that would be disclosed by an accurate survey and inspection of the
5, Terms, conditions and prOVlSlons of that certain Declaration of Restrictive
Covenants in Lieu of Unity of Title dated as of the date hereof between Grantor and Grantee.
[Federal Triangle Deed; TRG to City]
EXHIBIT H-2
THIS DOCUMENT WAS PREPARED BY:
Laura Riso Gangemi, Esq.
Greenberg Traurig
1221 Brickell Avenue
Miami, Florida 33131
Property Identification No,:
Grantee Tax Identification No,:
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is executed and delivered effective as of
, 200_ by TRG-ALASKA I, LTD., a Florida limited partnership, whose mailing
address is c/o The Related Group of Florida, 2828 Coral Way, Penthouse Suite, Florida 33145
("Grantor"), to THE CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation
("Grantee"), whose mailing address is 1700 Convention Center Drive, Miami Beach, Florida
33139,
WITNE S SETH:
That the Grantor, for and in consideration of the sum of $10.00 and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants,
bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, its successors
and assigns, all that certain land located in Miami-Dade County, Florida, and more particularly
described in Exhibit "1" attached hereto and made a part hereof (the "Property");
TO HAVE AND TO HOLD the same together with all singular and appurtenances
thereto belonging or in anywise appertaining, and all the estate, right, title, lien, interest and
claim whatsoever of the Grantor, in law or equity, to the proper use and benefit of the Grantee,
its successors and assigns forever, SUBJECT, HOWEVER, TO:
See Exhibit "2" attached hereto and made a part hereof
AND Grantor does hereby specially warrant the title to the Property, subject to the
foregoing matters, and will defend the same against the lawful claims of all persons claiming by,
through, or under Grantor, but against none other.
IN WITNESS WHEREOF, the Grantor has signed and sealed these presents the day
and year first above written.
I\MIA -SR VO IIGANGEMILlI558534v061IFY0606 _.DOCI7/28/0411 0840.0 18700
[Federal Triangle Deed; TRG to City]
WITNESSES:
GRANTOR:
TRG-ALASKA I, LTD., a Florida limited
partnership
Print Name:
By: TRG-Alaska I, Inc., a Florida
corporation, its sole general partner
Print Name: By:
Name:
Title:
STATE OF FLORIDA )
)88:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as of
TRG-Alaska I, Inc., a Florida corporation, as sole general partner of TRG-Alaska I, Ltd., a
Florida limited partnership, on behalf of said entities. He/She [check one] _ is personally
known to me, or _ has produced evidence of his identity satisfactory to me,
Notary Public, State of Florida
[Notary Seal]
2
EXHIBIT "1"
LEGAL DESCRIPTION
EXHIBIT "2"
1, All conditions, restrictions, agreements, reservations, easements and covenants of
record, without the intent to reimpose same.
2. Real estate taxes for the current year and any taxes and assessments levied or
assessed subsequent to the date hereof,
3. Zoning, planning and land use ordinances enacted by governmental authorities,
and other requirements imposed by governmental authorities,
4.
Property.
Matters that would be disclosed by an accurate survey and inspection of the
5. Terms, conditions and prOVISIOns of that certain Declaration of Restrictive
Covenants in Lieu of Unity of Title dated as of the date hereof between Grantor and Grantee,
[Alaska Covenant-in-Lieu]
EXHIBIT I
This instrument was prepared by:
Name: Laura R. Gangemi
Address: 1221 Brickell Avenue
Miami, Florida 33131
(Space reserved for Clerk)
DECLARATION OF RESTRICTIVE COVENANTS
IN LIEU OF UNITY OF TITLE
KNOW ALL BY THESE PRESENTS that the undersigned CITY OF MIAMI BEACH,
FLORIDA, a Florida municipal corporation, the mailing address of which is 1700 Convention
Center Drive, Miami Beach, Florida 33139 (the "Citv") and TRG-Alaska I, LTD., a Florida
limited partnership, the mailing address of which is 2828 Coral Way, Penthouse, Miami, Florida
33145 ("TRG-Alaska I:" the City and TRG-Alaska I are collectively referred to herein as the
"Owners"), hereby make, declare and impose on the lands herein described, these covenants
running with the title to the land, which shall be binding on the City and TRG-Alaska I, and their
respective heirs, successors and assigns, personal representatives, mortgagees, lessees, and
against all persons claiming by, through or under them or either of them;
WHEREAS, City holds the fee simple title to certain land in the City of Miami Beach,
Miami-Dade County, Florida, described in Exhibits "1" (the "Citv Alaska Propertv"), "2" (the
"Citv Federal Trianl!:le Propertv") and "3" ("Washinl!:ton Avenue Extension Propertv;" the
City Alaska Property, the City Federal Triangle Property and the Washington Avenue Extension
Property are collectively referred to herein as the "Citv Propertv"), all of which Exhibits are
attached hereto and made a part hereof;
WHEREAS, City intends to construct a baywalk and other public facilities on a portion of
the City Property; and
WHEREAS, TRG-Alaska I holds the fee simple title to the land in the City of Miami
Beach, Miami Dade County, Florida, described in Exhibit "4", attached hereto and made a part
hereof (the "TRG Alaska Assemblal!:e Propertv:" the City Property and the TRG Alaska
Assemblage Property are collectively referred to herein as the "Properties"), on which TRG-
Alaska I intends to construct a residential tower, garage and other improvements; and
WHEREAS, the Owners may wish to convey portions of the Property from time to time,
and TRG-Alaska I may wish to offer units to be constructed on the TRG Alaska Assemblage
Property as condominiums, this instrument is executed in order to assure that the development of
\\MIA-SRVOI \GANGEMIL\1561 044vl1\IFKXKII_.DOC\7/28/04\1 0840.018700
[Alaska Covenant-in-Lieu]
the Properties with future multiple ownership will not violate the Land Development Regulations
of the City; furthermore, pursuant to the terms of that certain Settlement Agreement among
TRG-Alaska I, certain of its affiliates, City and other parties, dated , 2004,
City and TRG-Alaska I have agreed to enter into this instrument in order to (1) waive setback
requirements with respect to certain portions of the TRG Alaska Assemblage Property; (2)
restrict the height of improvements on the City Property and limit the use of the City Property as
set forth herein; and (3) allocate density and other development rights between the City Property
and the TRG Alaska Assemblage Property, all pursuant to the terms and conditions hereof.
NOW THEREFORE, in consideration of the premises, City and TRG-Alaska I hereby
agree as follows:
1. The Properties will be developed in substantial accordance with the approved concept
plan, after one has been submitted and approved under the City's land development
regulations. No modification shall be effectuated in such concept plan or this covenant
without the written consent of the then owner(s) of the phase or portion of the Properties
for which modification is sought, or their successors, whose consent shall not be
unreasonably withheld (provided, however, that with respect to any phase or portion of
the Properties for which a condominium, homeowners or other similar association(s) then
exists, the consent shall be executed by such association(s) in lieu of the individual unit
owner(s) of such phase or portion of the Properties), and the Director of the City's
Planning Department; provided the Director finds that the modification is in compliance
with the land development regulations. Should the Director withhold such approval, the
then owner(s) of the phase or portion of the Properties (or condominium, homeowners or
other similar association(s) with respect to any phase or portion of the Properties for
which a condominium, homeoWners or other similar association(s) then exists) for which
modification is sought shall be permitted to seek such modification by application to
modify the plan or covenant at public hearing before the appropriate City board or the
City Commission of Miami Beach, Florida, (whichever by law has jurisdiction over such
matters). Such application shall be in addition to all other required approvals necessary
for the modification sought. Proposed modifications to the Properties' use, operation,
physical condition or concept plan shall also be required to return to the appropriate
development review board or boards for consideration of the effect on prior approvals
and the affirmation, modification or release of previously issued approvals or imposed
conditions. With respect to any portion of the respective properties for which a
condominium, homeowners or other similar association(s) then exists the instrument of
amendment or termination shall be executed by such association(s) in lieu of the
individual unit owners of such portions(s) of the respective parcels and their mortgagees
2. If the Properties will be developed in phases, each phase will be developed in substantial
accordance with the approved concept plan.
3. In the event of multiple ownerships subsequent to concept plan approval, each of the
subsequent owners shall be bound by the terms, provisions and conditions of the
declaration of restrictive covenants. Pursuant to Section 118-5 of the Code of the City of
Miami Beach, the Planning Director has determined that the following easements
affecting the City Property are the only easements that will be required to be provided
2
prior to the sale or transfer of the City Property, which easements shall be in substantially
the forms attached as Exhibits "5" and "6" attached hereto, which exhibits are by this
reference made a part hereof:
(a) easements burdening certain portions ofthe City Property and benefiting the TRG
Alaska Assemblage Property for: (i) the right and privilege to enter upon the City
Property to the extent necessary to construct certain improvements thereon; (ii)
pedestrian and vehicular ingress and egress, passage and use to develop the TRG Alaska
Assemblage Property and for staging, erection, construction (and reconstruction after
casualty or condemnation), alteration, improvement and repair of improvements to be
constructed on the TRG Alaska Assemblage Property; (iii) pedestrian and vehicular
ingress, egress, passage and use for maintenance of improvements to be constructed on
the TRG Alaska Assemblage Property; and (iv) encroachment of foundations, overhangs
or projections (such as, by way of example, marquees, canopies, lights, lighting devices,
awnings, wing walls and the like); and
(b) easements benefiting certain portions of the City Property and burdening the TRG
Alaska Assemblage Property as follows: (i) to berm up to and landscape the southern
fayade of the parking garage to be built on the TRG Alaska Assemblage Property and/or
to connect certain improvements to be built on the City Alaska Property onto the southern
face of such parking garage, together with the right and privilege to remove at the City's
cost and expense any decorative cladding from the southern face of such parking garage
for such purposes, provided that the same does not adversely affect the structural integrity
of such parking garage nor permit any access thereto by the City; and (ii) for
encroachment of foundations, overhangs or projections (such as, by way of example,
marquees, canopies, lights, lighting devices, awnings, wing walls and the like).
4. TRG-Alaska I shall have the right to construct up to the property line of the City
Property, without requirement of setbacks.
5. The use of the City Alaska Property and of the City Federal Triangle Property shall be
limited to uses permitted by the "MR" (Marine Recreation) zoning category as it exists
on the date hereof (but not as it may hereafter be amended) and which are set forth in
Ordinance N~r'-~,(S-1TO BE INSERTED PRIOR TO EXECUTION OF
DECLARATION-IN-LIEU], copies of which are attached hereto as Exhibit "7" which
Exhibit is by this reference made a part hereof. City may erect, construct, create and
locate improvements on the City Alaska Property and on the City Federal Triangle
Property, provided the height of such improvements does not exceed the finished floor
elevation of the pool deck, as measured from grade, on the roof of the garage to be
constructed on the TRG Alaska Assemblage Property.
6. The use of the Washington Avenue Extension Property shall be limited to shall be limited
to vehicular and pedestrian traffic, public roadway and park purposes, provided the height
of any improvements to be erected, constructed, created or located thereon does not
exceed the finished floor elevation of the pool deck, as measured from grade, on the roof
of the garage to be constructed on the TRG Alaska Assemblage Property.
3
7. TRG-Alaska I shall have the right to place underground utilities and drainage in the
Washington Avenue Extension Property provided that City consents (which consent shall
not be unreasonably withheld or delayed) to the location of such underground utilities
and drainage, and such use of the Washington Avenue Extension Property by TRG-
Alaska I will not in any way inhibit or frustrate the use of the Washington Avenue
Extension Property as a public roadway.
8. TRG-Alaska I shall be permitted to include the Washington Avenue Extension Property
in any zoning or planning calculations, including, without limitation, set backs, floor area
ratio, lot size and/or frontage, with respect to the TRG Alaska Assemblage Property.
9. The parties acknowledge that the City Alaska Property and the portion of the TRG
Alaska Assemblage Property legally described on Exhibit "8" attached hereto and made a
part hereof (the "TRG Alaska Propertv") have an aggregate of 37,500 square feet of
allowable floor area under the City code, which the parties hereby agree to allocate
28,000 to the City Alaska Property and 9,500 (net of required FAR for the pedestal,
including stairs, elevators, mechanical and storage, if any) to the TRG Alaska
Assemblage Property for MR zoning purposes or residential purposes as shown in the
approved concept plan. Any additional square footage that might be obtained hereafter
shall be allocated proportionately.(i.e., 25.33% to the TRG Alaska Assemblage Property
and 74.67% to the City Alaska Property).
10. The provisions of this instrument shall become effective upon their recordation in the
public records of Miami-Dade County, Florida, and shall continue in effect for a period
of thirty (30) years after the date of such recordation, after which time they shall be
extended automatically for successive periods of ten (10) years each, unless released in
writing by the then owners of the Properties and the Director of the Department of
Planning, acting for and on behalf of the City of Miami Beach, Florida upon the
demonstration and affirmative finding that the same is no longer necessary to preserve
and protect the Properties for the purposes herein intended.
11. The provisions of this instrument may be amended, modified or released by a written
instrument executed by the then Owner or Owners of the Properties, with joinders by all
mortgagees, if any; provided, however, that with respect to any portion of the respective
properties for which a condominium, homeowners or other similar association(s) then
exists the instrument of amendment or termination shall be executed by such
association(s) in lieu of the fee owners of such portions(s) of the respective parcels and
their mortgagees. Should this Declaration of Restrictive Covenants be so modified,
amended or released, the Director of the Department of Planning or his successor, shall
forthwith execute a written instrument effectuating and acknowledging such amendment,
modification or release.
l2. Enforcement shall be by action against any parties or persons violating or attempting to
violate any covenants. The prevailing party to any action or suit pertaining to or arising
out of this Declaration shall be entitled to recover, in addition to costs and disbursements,
allowed by law, such sum as the Court may adjudge to be reasonable for the services of
4
his attorney. This enforcement provision shall be in addition to any other remedies
available at law, in equity or both.
13. Invalidation of any of these covenants by judgment of Court shall not affect any of the
other provisions, which shall remain in full force and effect.
14. This Declaration shall be recorded in the public records of Miami-Dade County at TRG-
Alaska I's expense.
l5. All rights, remedies and privileges granted herein shall be deemed to be cumulative and
the exercise of anyone or more shall neither be deemed to constitute an election of
remedies, nor shall it preclude the party exercising the same from exercising such other
additional rights, remedies or privileges.
Signed, witnessed, executed and acknowledged on this
day of
IN WITNESS WHEREOF, the Owners have caused these presents to be signed in their
name by their proper officials.
5
WITNESSES:
TRG- ALASKA I:
TRG-ALASKA I, LTD., a Florida limited
partnership
By: TRG-Alaska I, Inc., a Florida
corporation, its sole general partner
Print Name:
Print Name: By:
Name:
Title:
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as of
TRG-Alaska I, Inc., a Florida corporation, as sole general partner of TRG-Alaska I, Ltd., a
Florida limited partnership, on behalf of said entities. He/She [ check one] _ is personally
known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
6
WITNESSES:
Signed, sealed and delivered
in the presence of:
Print Name:
Print Name:
Print Name:
Print Name:
CITY:
CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation
By:
MAYOR
Attest:
City Clerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney
Date
7
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as Mayor of The
City of Miami Beach, a municipal corporation, on behalf of said entity. He/She [check one]
_ is personally known to me, or _ has produced evidence of his identity satisfactory to me.
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
Notary Public, State of Florida
[Notary Seal]
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as City Clerk of The
City of Miami Beach, a municipal corporation, on behalf of said entity. He/She [check one]
_ is personally known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
...
8
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney Date
City Planning Director Date
9
EXHIBIT "1"
CITY ALASKA PROPERTY
EXHIBIT "2"
CITY FEDERAL TRIANGLE PROPERTY
EXHIBIT "3"
WASHINGTON AVENUE EXTENSION PROPERTY
EXHIBIT "4"
TRG ALASKA ASSEMBLAGE PROPERTY
.,..
EXHIBIT "5"
ALASKA EASEMENTS TO TRG
[CONSTRUCTION, STAGING, MAINTENANCE AND ENCROACHMENT
EASEMENT]
EXHIBIT "6"
ALASKA EASEMENTS TO CITY
[ATTACHMENT, CLADDING AND ENCROACHMENT EASEMENT]
EXHIBIT "7"
MR (MARINE RECREATION) ORDINANCE
ORDINANCE NO.
[ORDINANCE NO. TO BE INSERTED PRIOR TO EXECUTION OF DECLARATION-IN-LIEU)
AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AMENDING THE CODE OF THE
CITY OF MIAMI BEACH, BY AMENDING CHAPTER 142, "WNING
DISTRICTS AND REGULATIONS," ARTICLE II, "DISTRICT
REGULATIONS," DIVISION 12, "MR-MARINE RECREATION
DISTRICT," CLARIFYING PURPOSE, PROVIDING FOR
ADDITIONAL MAIN PERMITTED USES AND PROHmlTING
CERTAIN USES, AND EXCLUDING FROM FLOOR AREA REQUIRED
PARKING FOR ADJACENT PROPERTIES; AND DIVISION 18, "PS
PERFORMANCE STANDARD DISTRICT," MODIFYING HEIGHT,
NUMBER OF STORIES, SETBACKS, FLOOR AREA RATIOS AND
ALLOWING REQUIRED PARKING IN THE CPS-l AND CPS-3
ZONING DISTRICTS FOR DEFINED PROPERTIES, CLARIFYING
HOW SUCH REQUIRED OR PUBLIC PARKING RELATES TO FLOOR
AREA AND IS ALLOWED, AND FLOOR AREA IS DISTRIBUTED,
THROUGH COVENANTS IN LIEU OF UNITY OF TITLE; PROVIDING
FOR REPEALER, SEVERABILITY, CODIFICATION AND AN
EFFECTIVE DATE.
WHEREAS, East Coastline Development, Ltd. ("East Coastline"), West Side Partners,
Ltd. ("West Side"), among others, have initiated litigation against the City of Miami Beach (the
"City") and the Department of Community Affairs, in various actions respectively claiming
damages and rights under the Bert 1. Harris Private Property Rights Protection Act, other civil
rights violations and other relief in Circuit Court Case No. 98-13274 CA 01(30), and United
States District Court Case No. 01-4921-CIV-Moreno, and Florida Division of Administrative
Hearings Case No. 02-3283GM West Side Partners, Ltd.; and
WHEREAS, the Mayor and City Commission have heretofore approved a Settlement
Agreement, in concept, by and between the City and East Coastline, West Side, and other related
parties, with respect to the above-noted litigation, pursuant to Resolution No.2004-25509,
adopted on February 25,2004; and
WHEREAS, the Mayor and City Commission approved a formal Settlement Agreement
to like effect, pursuant to Resolution No. , adopted on
2004; and
WHEREAS, Section _ of the Settlement Agreement provides, among other things,
for consideration of a Concept Plan (the "Concept Plan") for the properties known as the Alaska
Parcel, the Goodman Terrace and Hinson Parcels, Blocks 51 and 52 and Block 1 (the "Affected
Properties"), by the Mayor and City Commission, and other City boards; and
Declaration of Restrictive Covenants
in Lieu of Unity of Title
Pal!el7
WHEREAS, the Concept Plan has undergone citizen review and numerous public meetings and workshops
through an ad hoc committee of concerned citizens and has also been reviewed by the City staff, the Planning Board,
and the Design Review Board, all of whom have recommended approval thereof; and
WHEREAS, the Concept Plan has been approved by the City Commission through the adoption of
Resolution No. , passed and adopted on the _ day of _, 2004; and
WHEREAS, the developments contemplated by the Settlement Agreement and Concept Plan require
certain changes to the City's Land Development Regulations; and
WHEREAS, this Ordinance is being adopted to allow implementation of that Settlement Agreement and
Concept Plan through the adoption of certain changes to the Land Development Regulations to permit the
developments contemplated in such Agreement and Plan to proceed; and
WHEREAS, these amendments to the Land Development Regulations were not required by the Settlement
Agreement but were independently determined and recommended appropriate for adoption by the City staff and the
Planning Board, based upon public input after public hearing, following all requirements of procedural due process
attendant thereto; and
WHEREAS, full legal descriptions of the Affected Properties are contained in Exhibits attached to this
Ordinance, and shortened descriptions of such properties will be codified in the amendments below.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. Chapter 142, "Zoning Districts And Regulations," Article II, "District Regulations,"
Division 12, "MR-Marine Recreational Use", Section 142-511, "Purpose," and Section 142-512, "Main permitted
uses," of the Land Development Regulations, are hereby amended to read as follows!:
Sec. 142-511. Purpose.
The MR marine recreation district is a waterfront district designed to accommodate recreational boating activities,
recreational facilities. accessory uses and service facilities.
Sec. 142-512. Main permitted uses.
The main permitted uses in the MR marine recreation district are marinas; boat docks; piers; etc. for noncommercial
or commercial vessels and related upland structures; aquarium; restaurants; aRE! commercial uses: parks: bavwalks:
public facilities: and reauired parking for adiacent properties not separated bv road or allev. Dance halls and
entertainment establishments are not permitted as a main permitted or accessory use.
SECTION 2. Chapter 142, "Zoning Districts And Regulations", Article II, "District Regulations",
Division 12, "MR- Marine Recreation Use", Section 142-515, "Development Regulations," of the Land
Development Regulations, is hereby amended to read as follows:
Sec. 142-515. Development regulations.
There are no lot area, lot width or unit area or unit size requirements in the MR marine recreation district. The
maximum floor area ratio, building height and story requirements are as follows:
1 Underlining indicates insertions and strike-through indicates deletions.
Declaration of Restrictive Covenants
in Lieu of Unity of Title
Pal!e 18
(1) Maximum floor area ratio is 0.25. except that required parking for adiacent properties not separated by road
or alley shall not be included in permitted floor area.
(2) Maximum building height is 40 feet.
(3) Maximum number of stories is four.
SECTION 3. Chapter 142, "Zoning Districts And Regulations", Article II, "District Regulations",
Division 18, "PS Perfonnance Standard District", Section 142-698, of the Land Development Regulations, is hereby
amended to read as follows:
Sec. 142-698. Commercial performance standard area requirements.
(a) Definitions. For purposes of this district. the following parcels are dermed as set forth below:
(1) The "Block 51 Properties" shall mean Lots 5-9. 11. 12. 18-30 (and adiacent 10 ft. strip ofland)'
Block 51. Ocean Beach Addition No.3. PB2. Pg81. Public Records of Miami-Dade County.
(2) The "Block 51 Swap Propertv" shall mean Lot 4. Block 51. Ocean Beach Addition No.3. PB2.
Pg81. Public Records of Miami-Dade County.
(3) The "Block 52 Properties" shall mean Lots 4-11. Block 52. Ocean Beach Addition No.3. PB2.
Pg81. Public Records of Miami-Dade County.
(4) The "Block 1 Properties" shall mean Lots 1-3. 5-13 (and alley adiacent thereto). 17. Block 1.
Ocean Beach Florida. PB2. Pg38. Public Records of Miami-Dade County.
(5) The "Goodman Terrace and Hinson Parcels" shall mean those properties commonly known as the
Goodman Terrace and Hinson Parcels. located south of South Pointe Driye and West of
Washington Avenue. whose legal description is on file in the City Clerk's Office.
(6) The "Retail Parcel" shall mean the commercial building located south of South Pointe Drive.
between Washington A venue and the theoretical extension of Collins A venue.
The commercial perfonnance standard area requirements are as follows:
Minimum lot area 6,000 square feet 6,000 square feet 6,000 square feet 6,000 square feet
Minimum lot width 50 feet 50 feet 50 feet 50 feet
Maximum building 40 feet~ 75 feet for the 50 feet--East of Lenox Non-oceanfront-80; 150
height Block 51 Properties. the Avenue Oceanfront --100 feet
Block 51 Swap Property: 75 feet--West of Lenox
Block 52 Properties. and Avenue
Block 1 Properties.
Maximum number of 4; 8 for the Block 51 5--East of Lenox Avenue Non-oceanifont---8; 16
stories Properties. the Block 51 7-- West of Lenox Avenue Oceanfront-II
Swap Property. Block 52
Properties. and Block 1
Properties
Maximum floor area 1.0: 1.5 for the Block 51 2.0 2.5 2.5
ratio Properties and Block 52
Properties; 2.0 for the Block
1 Properties
Declaration of Restrictive Covenants
in Lieu of Unity of Title
Pal!e 19
Residential and lor
hotel development
Pursuant to all R-PS2
district regulations, except
maximum building height
for residential and mixed
use buildings shall be 75
feet.
Pursuant to all R-PS4
district regulations
except maximum floor
area ratio shall be 2.5;jill
the Goodman Terrace
and Hinson Parcels. the
FAR shall be that
necessary to achieve
305.500 sa. ft. (estimated
at 3.2 FAR), Ba aeight
restHetieB 30 stories and
300 ft. height maximum
for the Goodman Terrace
and Hinson Parcels. and
open space ratio 0.60
measured at or above
grade
New construction--600 New construction--550 New construction--550
Rehabilitated Rehabilitated buildings-- Rehabilitated buildings--
buildings--400 400 400
New construction--850 New construction--800 New construction--800
Rehabilitated Rehabilitated buildings-- Rehabilitated buildings--
buildings--550 550 550
15% = 300--335 square feet; 85% = 335 + square feet in all districts.
Pursuant to chapter 130 and section 142-702 requirement.
Pursuant to chapter 130.
Pursuant to chapter 13 8.
Pursuant to all R-PS4
district regulations,
except maximum floor
area ratio shall be 2.5, Be
aeight restRstiaB and
open space ratio 0.60
measured at or above
grade
Pursuant to all R-PS3
district regulations, except
maximum building height
for residential and mixed
use buildings shall be 75
feet.
Minimum apartment
unit size (square feet)
New construction-650
Rehabilitated
buildings--400
Minimum Average New construction--900
apartment unit size Rehabilitated
(square feet) buildings--550
Minimum floor area per hotel unit (square feet)
Minimum parking requirements
Minimum off-street loading
Signs
Notwithstanding the above height restrictions, existing structures within a local historic district are subject to
section 142-1161.
Notwithstanding the above floor area ratio limits. llllblie ellfkiBl!: eravieea BV ar ta tile City in ell6eSS af earlalll!:
reauireel far a SfleeiHs lIse. aBel 75 spaces of reauired parking located on Block 51 for the Retail Parcel pursuant to a
covenant under section 130-36. shall not be counted as permitted floor area. Further. the floor area on the Block 51
Properties and the Block 51 Swap Property mav be distributed among such properties bv covenant in lieu of unity of
title.
SECTION 4. Chapter 142, "Zoning Districts And Regulations", Article II, "District Regulations",
Division 18, "PS Performance Standard District", Section 142-699, "Setback requirements in the C-PSl, 2, 3,4
districts," of the Land Development Regulations, is hereby amended to read as follows:
Sec. 142-699. Setback requirements in the C-PS1, 2, 3, 4 districts.
(a) The setback requirements in the C-PSl, 2, 3, 4 districts are as follows:
I Front I Side, Side, Facing Rear
Interior a Street
Declaration of Restrictive Covenants
in Lieu of Unity of Title
PaQe 20
Subterranean o feet o feet o feet o feet
Pedestal and tower o feet; for residential. 7.5 feet when abutting o feet 10 feet when abutting
(non-oceanfront) 5 feet; 20 feet from a residential district, Residential uses shall a residential district,
adiacent streets above otherwise none. follow the R-PSI, 2, otherwise--5 feet; 3.5
the fIrst 40 feet in Residential uses shall 3, 4 setbacks (See feet for the Block I
height for the Block I follow the R-PSI, 2, section 142-697) Prooerties. Block 51
Properties. Block 51 3, 4 setbacks (See Prooerties. Block 51
Prooerties. Block 51 section 142-697) Swap Propertv and
Swao Prooertv and Block 52 Prooerties.
Block 52 Prooerties. Unless separated by a
waterway--None
Pedestal and tower Pedestal--15 feet Commercial uses--I 0 Commercial uses--IO 25% oflot depth, 75
(oceanfront) Tower--20 feet plus feet feet feet minimum
one foot for every one Residential uses shall Residential uses shall
foot increase in height follow the R-PSI, 2, follow the R-PSI, 2,
above 50 feet, to a 3, 4 setbacks (See 3,4 setbacks (See
maximum of 50 feet, section 142-697) section 142-697)
then shall remain
constant
Parking lots and Iflocated on the same lot as the main structure the above setbacks shall apply, if primary use
garages the setbacks are listed in section 142-1 132(n).
(b) All required setbacks shall be considered as minimum requirements except for the
pedestal front yard setback and the pedestal side yard facing a street setback, which shall be
considered as both a minimum and maximum requirements. except for the Goodman Terrace
and Hinson Parcels.
(c) For lots greater than 100 feet in width the front setback shall be extended to include at
least one open court with a minimum area of three square feet for every linear foot of lot
frontage. except for those properties located in the CopS! district described in Section 142-698
ill
SECTION 5. Chapter 142, "Zoning Districts And Regulations", Article II, "District Regulations,"
Division 18, "PS Performance Standard District", Section 142-700, "Mixed use buildings," of the Land
Development Regulations, is hereby amended to read as follows:
Sec. 142-700. Mixed use buildings.
The calculation of setbacks and floor area ratio for mixed use buildings shall be as follows:
(I) Setbacks. When more than 25 percent of the total area ofa building in a CopS district is used for residential
or hotel units, any floor containing such units shall follow the R-PSI, 2, 3, 4 setback regulations.
(2) Floor area ratio. When at least 75 percent of the linear frontage of the building at the ground floor level is
used for commercial uses, the floor area ratio shall follow the range of the commercial district in which the building
is located. In all other instances the floor area ratio range shall follow the floor area ratios as follows: In the CopS 1
district, the floor area ratio as set forth in the R-PS I district; in the C-PS2 district, the floor area ratio as set forth in
the R-PS2 district; in the C-PS3 district, the floor area ratio as set forth in the R-PS3 district; in the C-PS4 district,
the floor area ratio as set forth in the R-PS4 district.
(3) Notwithstanding the above. the orooerties dermed in section 142-698(a), exceot the Retail Parcel. shall be
governed bv the develooment regulations in sections 142-698 and 142-699.
Declaration of Restrictive Covenants
in {jeu of Unity of Title
Pal!:e 21
SECTION 6. REPEALER. All Ordinances or parts of Ordinances in conflict herewith be and the same
are hereby repealed.
SECTION 7. SEVERABILITY. If any section, subsection, clause or provision of this Ordinance is
held invalid, the remainder shall not be affected by such invalidity.
SECTION 8. CODIFICATION. It is the intention ofthe City Commission that this Ordinance be
entered into the Code, and it is hereby ordained that the sections of this Ordinance may be renumbered or relettered
to accomplish such intention; and that the word "ordinance" may be changed to "section" or other appropriate word.
The Exhibits to this Ordinance shall not be codified. but shall be keDt on file with this Ordinance in the City Clerk's
Office.
SECTION 9.
EFFECTIVE DATE. This ordinance shall take effect ten days after adoption.
PASSED and ADOPTED this _ day of
,2004.
ATTEST:
MAYOR
CITY CLERK
VERIFIED
PLANNING DIRECTOR
DATE
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
CITY A TIORNEY
DATE
Declaration of Restrictive Covenants
in Ueu of U nitv of Title
Pal!e 22
ORDINANCE NO.
[ORDINANCE NO. TO BE INSERTED PRIOR TO EXECUTION OF DECLARATION-IN-LIEU)
AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AMENDING ORDINANCE No.
2002-3370, WHICH CLARIFIED THE TEXT OF THE CITY OF MIAMI
BEACH COMPREHENSIVE PLAN CONCERNING THE "MR-MARINE
RECREATION" LAND USE DESIGNATION, BY AMENDING
PERMITTED USES AND ADDING PROHIBITED USES, AND
CLARIFYING THE RELATIONSHIP OF REQUIRED PARKING TO
FLOOR AREA WITHIN SUCH DISTRICT; PROVIDING FOR
REPEALER, SEVERABILITY AND AN EFFECTIVE DATE.
WHEREAS, on May 29, 2002, the City Commission of the City of Miami Beach
adopted Ordinance No. 2002-3370, which amended the text of the City of Miami Beach
Comprehensive Plan by adding a description of acceptable uses and densities and intensities of
use, among other things, for certain property within the City that is designated "MR" (Marine
Recreation) on the Future Land Use Map of the City; and
WHEREAS, thereafter, East Coastline Development, Ltd., pursuant to Section
163.3184(9) of Florida Statutes, initiated an administrative challenge to that Ordinance in the
case styled East Coastline Development. Ltd. vs. City of Miami Beach and the Florida
Department of Communi tv Affairs, Case No. 02-3283GM; and
WHEREAS, both the City and East Coastline desire, without either admitting or denying
any legal positions in the administrative proceeding, to avoid the expense, delay, and uncertainty
of lengthy litigation and to resolve this proceeding under the terms set forth herein, and agree it
is in their respective mutual best interests to do so and have agreed on a "Remedial Amendment"
to the previously adopted text amendment; and
WHEREAS, pursuant to Section 163.3184(16), Florida Statutes, a proposed Compliance
Agreement has been approved by the Miami Beach City Commission at a public hearing
advertised at least 10 days prior to the hearing in a newspaper of general circulation in the
manner prescribed for such advertisements in Section 163.3184(15)( c), Florida Statutes.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. Ordinance No. 2002-3370 of the City of Miami Beach is hereby amended by amending
the text of the adopted City of Miami Beach Comprehensive Plan, Land Use Element, as follows:
Marine Recreation (MR)
Purpose: To provide development opportunities for existing and new recreational boating activities. recreational
facilities. accessorv uses and service facilities.
Uses which may be Permitted: Marinas; boat docks; piers; etc., for noncommercial or commercial vessels and
related upland structures; aqnarium, restaurants, commercial uses, Darks. bav walks. Dublic facilities reauired
Declaration of Restrictive Covenants
in Lieu of Unity of Title
Pal!e 23
parking for adiacent properties not separated bv road or allev:. Dance halls and entertainment establishments are not
permitted as a main permitted or aCCeSSOry use.
Intensity Limits: Intensity may be limited by such setback, height, floor area ratio, and/or other restrictions as the
City Commission acting in a legislative capacity determines can effectuate the purpose of this land use category
and otherwise implement complimentary public policy. However, in no case shall the intensity exceed a floor
area ratio of 0.25. except that recuired parking for adiacent properties not separated bv road or allev shall not be
included in permitted floor area.
SECTION 3. REPEALER. All Ordinances or parts of Ordinances in conflict herewith be and the
same are hereby repealed.
SECTION 4. SEVERABILITY. If any section, subsection, clause or provision of this Ordinance is
held invalid, the remainder shall not be affected by such invalidity.
SECTION 5. EFFECTIVE DATE. Within 30 days after receipt of this ordinance pursuant to the
transmittal set forth below, the Department of Community Affairs shall determine whether this ordinance was
adopted in accordance with the Compliance Agreement adopted this same date by the City Commission. If the
Department so determines, it shall issue and publish a Notice of Intent to find the ordinance in compliance, after
which East Coastline Development, Ltd., has 21 days within which to file a voluntary dismissal in litigation pending
against the City before the Department of Administrative Hearings, styled East Coastline Development. Ltd.. v. City
of Miami Beach. Case no. 02-3283GM. This ordinance shall take effect one day following the filing of the notice of
voluntary dismissal, or the resolution of any timely filed legal challenges to this ordinance.
SECTION 6. TRANSMITTAL. The City Clerk within 10 days of adoption of this ordinance shall
transmit 3 copies to the Department of Community Affairs, and one copy each to the South Florida Regional
Planning Council, any other unit oflocal or state government that has filed a written request for a copy of the
ordinance, and a copy to East Coastline Development, Ltd.
PASSED and ADOPTED this _ day of
,2004.
ATTEST:
CITY CLERK
MAYOR
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
VERIFIED
CITY A TIORNEY
DATE
PLANNING DIRECTOR DATE
EXHIBIT "8"
TRG ALASKA PROPERTY
[Federal Triangle Access Easement]
EXHIBIT J
This instrument prepared by or under the supervision of
(and after recording should be returned to):
Laura R. Gangemi, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Tax Folio No.
S ace Reserved for Clerk of Court
ACCESS EASEMENT
This ACCESS EASEMENT ("Easement") is made and entered into as of the _th
day of _,200_, by and between the CITY OF MIAMI BEACH, FLORIDA, a Florida
municipal corporation, the mailing address of which is 1700 Convention Center Drive, Miami
Beach, Florida 33139 (the "Citv") and TRG-Alaska I, LTD., a Florida limited partnership, the
mailing address of which is 2828 Coral Way, Penthouse, Miami, Florida 33145 ("TRG-Alaska
!,,).
REC!TAL~:
1. City is the owner of certain real property located in Miami Beach, Miami-Dade
County, Florida more particularly described on Exhibit "1" attached hereto (the "Citv
Property'').
2. TRG-Alaska I is the owner of certain real property located in Miami Beach,
Miami-Dade County more particularly described on Exhibit "2" attached hereto (the "TRG
Propertv").
3. Pursuant to the terms of that certain Settlement Agreement among TRG-Alaska I,
certain of its affiliates, City and other parties, dated , 2004 (the "Settlement
Al!:reement"), City has agreed to grant this Easement to TRG-Alaska 1.
NOW, THEREFORE, in consideration of the sum ofTen and No/100 Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
\\MIA-SRVO 1 \GANGEMIL\1558543v08\1 FYOF08 _.DOC\ 7/28/04\10840.018700
[Federal Triangle Access Easement]
I. Recitals. The foregoing recitals are true and correct and are incorporated herein
by this reference.
2. Grant of Easements. City hereby grants, conveys, bargains and sells to TRG-
Alaska I, its successors and assigns, and their respective officers, employees, agents, contractors,
subcontractors, mortgagees, occupants, tenants, licensees, guests, invitees and permittees, a
perpetual, non-exclusive easement, right and privilege of pedestrian and vehicular access,
ingress, egress, passage and use on, over, through and across the City Property. TRG-Alaska I
agrees not to build any overhead structures within the City Property.
3. Security. Maintenance and Insurance.
(a) The parties acknowledge and agree that the City Property is intended to be
used and maintained in a safe and secure manner. City shall be responsible, at City's sole cost
and expense, for the security and maintenance ofthe City Property.
(b) TRG-Alaska I shall be liable and responsible, to the extent permitted by
law, for any costs, liabilities, claims or damages, including, without limitation, reasonable
attorneys' fees and disbursements at the trial level and all levels of appeal, relating to death of or
injury to persons, or loss of or damage to property, incurred by City and resulting from, arising
out of or incurred in connection with, use of the City Property under this Easement by TRG-
Alaska I, and/or its successors and/or assigns, and/or their respective officers, employees, agents,
contractors, subcontractors, occupants, tenants, licensees, guests, invitees or permittees, to the
extent resulting from the intentional or negligent acts of TRG-Alaska I, and/or its successors
and/or assigns, and/or their respective officers, employees, agents, contractors, subcontractors,
occupants, tenants, licensees, guests, invitees or permittees. In addition, TRG-Alaska I shall
defend any and all claims asserted against City resulting from, arising out of or incurred in
connection with, use of the City Property under this Easement by TRG-Alaska I, and/or its
successors and/or assigns, and/or their respective officers, employees, agents, contractors,
subcontractors, occupants, tenants, licensees, guests, invitees or permittees, to the extent
resulting from the intentional or negligent acts of TRG-Alaska I, and/or its successors and/or
assigns, and/or their respective officers, employees, agents, contractors, subcontractors,
occupants, tenants, licensees, guests, invitees or permittees. In such event, TRG-Alaska I shall
be entitled to select counsel of TRG-Alaska I's choice to defend the claim, however, City shall
be permitted, at City's cost and expense, to retain independent counsel to monitor the claim
proceeding.
(c) City shall be liable and responsible, to the extent permitted by law, for any
costs, liabilities, claims or damages, including, without limitation, reasonable attorneys' fees and
disbursements at the trial level and all levels of appeal, relating to death of or injury to persons,
or loss of or damage to property incurred by TRG-Alaska I, its successors and/or assigns, and
resulting from, arising out of, or incurred in connection with the use of the City Property by the
City, and/or its successors and/or assigns, and/or their respective officers, employees, agents,
contractors, subcontractors, occupants, tenants, licensees, guests, invitees or permittees. In
addition, City shall defend any and all claims asserted against TRG-Alaska I, its successors
and/or assigns, resulting from, arising out of, or incurred in connection with, use of the City
Property by City, and/or its successors and/or assigns, and/or their respective officers,memployees, agents, contractors, subcontractors, occupants, tenants, licensees, guests, invitees or
permittees. In such event, City shall be entitled to select counsel of City's choice to defend the
2
claim, however, TRG-Alaska I shall be permitted, at TRG-Alaska I's cost and expense, to retain
independent counsel to monitor the claim proceeding.
4. City reserves unto itself, its successors and assigns, the perpetual right and
privilege of unrestricted access to, over, across and in the City Property.
5. This Easement shall inure to the benefit of and be binding upon City, and its
successors and assigns. This Easement shall inure to the benefit of and be binding upon TRG-
Alaska I, and its successors and assigns. The parties hereto acknowledge and agree that except
for the foregoing successors and assigns, there are no third party beneficiaries under this
Easement.
6. In the event of a default hereunder, the non-defaulting party shall be entitled to
seek all remedies available at law or in equity, except for rescission, revocation or termination of
this Easement.
7. In the event oflitigation arising out of the terms of this Easement or the use of the
City Property, the prevailing party will be entitled to reasonable attorneys' fees and costs at the
trial level and all levels of appeal.
8. Upon prior written request of either party, the other party hereto shall furnish the
requesting party an estoppel certificate reasonably satisfactory to the requesting party.
9. All of the parties have participated fully in the negotiation of this Easement, and
accordingly, this Easement shall not be more strictly construed against anyone of the parties
hereto.
10. Any and all notices required or desired to be given hereunder shall be in writing
and shall be deemed to have been duly given when delivered by hand or three (3) business days
after deposit in the United States mail, by registered or certified mail, return receipt requested,
postage prepaid, and addressed to the address set forth immediately beneath each party's
signature below (or to such other address as either party shall hereafter specify to the other in
writing). Any party may change the address for notice purposes by giving written notice thereof
to the other parties, which shall be effective upon receipt by each of the other parties.
11. In the event any term or provision of this Easement is determined by appropriate
judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal
meaning or be construed as deleted as such authority determines, and the remainder of this
Easement shall be construed in full force and effect.
12. All of the Exhibits attached to this Easement are incorporated in, and made a part
of, this Easement.
13. This Easement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supercedes all prior agreements, understandings and arrangements,
both oral and written, between the parties with respect thereofto the extent in conflict herewith.
IN WITNESS WHEREOF, City and TRG-Alaska I have caused this Easement to be
executed in its name by its undersigned duly authorized officers and its corporate seal to be
hereunto affixed, as of the _th day of _,200_.
3
[Executions and Acknowledgments Appear on Following Page]
4
Signed sealed and delivered
in the presence of:
TRG-ALASKA I, LTD., a Florida limited
partnership
Print Name:
By: TRG-A1aska I, Inc., a Florida
corporation, its sole general partner
Print Name: By:
Name:
Title:
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , 200_ by , as
ofTRG-Alaska I, Inc., a Florida corporation, as sole general partner ofTRG-Alaska I, Ltd., a
Florida limited partnership, on behalf of said entities. He/She [check one] _ is personally
known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
5
WITNESSES:
Signed, sealed and delivered
in the presence of:
Print Name:
Print Name:
Print Name:
Print Name:
CITY:
CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation
By:
MAYOR
Attest:
City Clerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney
Date
6
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as Mayor of The
City of Miami Beach, a municipal corporation, on behalf of said entity. He/She [check one]
_ is personally known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as City Clerk of The
City of Miami Beach, a municipal corporation, on behalf of said entity. He/She [check one]
_ is personally known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
7
EXHIBIT "1"
CITY PROPERTY
EXHIBIT "2"
TRG PROPERTY
[Washington Avenue Extension Deed]
EXHIBIT L
THIS DOCUMENT WAS PREPARED BY:
Laura Riso Gangemi, Esq.
Greenberg Traurig
1221 Brickell Avenue
Miami, Florida 33131
Property Identification No.:
Grantee Tax Identification No.:
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is executed and delivered effective as of
, 200_ by TRG-ALASKA I, LTD., a Florida limited partnership, whose mailing
address is c/o The Related Group of Florida, 2828 Coral Way, Penthouse Suite, Florida 33145
("Grantor"), to THE CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation
("Grantee"), whose mailing address is 1700 Convention Center Drive, Miami Beach, Florida
33139.
WITNE S SETH:
That the Grantor, for and in consideration of the sum of $10.00 and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants,
bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, its successors
and assigns, all that certain land located in Miami-Dade County, Florida, and more particularly
described in Exhibit "1" attached hereto and made a part hereof (the "Propertv");
TO HAVE AND TO HOLD the same together with all singular and appurtenances
thereto belonging or in anywise appertaining, and all the estate, right, title, lien, interest and
claim whatsoever of the Grantor, in law or equity, to the proper use and benefit of the Grantee,
its successors and assigns forever, SUBJECT, HOWEVER, TO:
See Exhibit "2" attached hereto and made a part hereof
AND Grantor does hereby specially warrant the title to the Property, subject to the
foregoing matters, and will defend the same against the lawful claims of all persons claiming by,
through, or under Grantor, but against none other.
\\MIA-SRVOl \GANGEMIL\1558556v06\1 FYOS06_.DOC\7/28/04\10840.018700
[Washington Avenue Extension Deed]
IN WITNESS WHEREOF, the Grantor has signed and sealed these presents the day
and year first above written.
WITNESSES:
GRANTOR:
TRG-ALASKA I, LTD., a Florida limited
partnership
Print Name:
By: TRG-A1aska I, Inc., a Florida
corporation, its sole general partner
Print Name:
By:
Name:
Title:
2
STATE OF FLORIDA )
)ss:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as of
TRG-Alaska I, Inc., a Florida corporation, as sole general partner of TRG-Alaska I, Ltd., a
Florida limited partnership, on behalf of said entities. He/She [ check one] _ is personally
known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
3
EXHIBIT "1"
LEGAL DESCRIPTION
'\
EXHIBIT "2"
1. All conditions, restrictions, agreements, reservations, easements and covenants of
record, without the intent to reimpose same.
2. Real estate taxes for the current year and any taxes and assessments levied or
assessed subsequent to the date hereof.
3. Zoning, planning and land use ordinances enacted by governmental authorities,
and other requirements imposed by governmental authorities.
4.
Property.
Matters that would be disclosed by an accurate survey and inspection of the
5. Terms, conditions and proVIsIons of that certain Declaration of Restrictive
Covenants in Lieu of Unity of Title dated as ofthe date hereof between Grantor and Grantee.
[Block 5 I End Parcel Deed]
EXHIBIT M
THIS DOCUMENT WAS PREPARED BY:
Laura Riso Gangemi, Esq.
Greenberg Traurig
122 I Brickell Avenue
Miami, Florida 33131
Property Identification No.:
Grantee Tax Identification No.:
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is executed and delivered effective as of
,200_ by THE CITY OF MIAMI BEACH, FLORIDA, a Florida municipal
corporation, whose mailing address is 1700 Convention Center Drive, Miami Beach, Florida
33139 ("Grantor"), to TRG-ALASKA III, LLC., a Florida limited liability company
("Grantee"), whose mailing address is c/o The Related Group of Florida, 2828 Coral Way,
Penthouse Suite, Florida 33145.
WITNESSETH:
That the Grantor, for and in consideration of the sum of $10.00 and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants,
bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, its successors
and assigns, all that certain land located in Miami-Dade County, Florida, and more particularly
described in Exhibit "1" attached hereto and made a part hereof (the "Propertv");
TO HAVE AND TO HOLD the same together with all singular and appurtenances
thereto belonging or in anywise appertaining, and all the estate, right, title, lien, interest and
claim whatsoever of the Grantor, in law or equity, to the proper use and benefit of the Grantee,
its successors and assigns forever, SUBJECT, HOWEVER, TO:
See Exhibit "2" attached hereto and made a part hereof
AND Grantor does hereby specially warrant the title to the Property, subject to the
foregoing matters, and will defend the same against the lawful claims of all persons claiming by,
through, or under Grantor, but against none other.
IN WITNESS WHEREOF, the Grantor has signed and sealed these presents the day
and year first above written.
\ \MIA-SRVO 1 \GANGEM1L\1558557v05\1 FYOT05 _.00C\7/28/04\1 0840.0 18700
[Block 51 End Parcel Deed]
WITNESSES:
Signed, sealed and delivered
in the presence of:
Print Name:
Print Name:
Print Name:
Print Name:
GRANTOR:
CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation
By:
MAYOR
Attest:
City Clerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney
Date
2
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as Mayor of THE
CITY OF MIAMI BEACH, a municipal corporation, on behalf of such entity. He/She [check
one] _ is personally known to me, or _ has produced evidence of his identity satisfactory to
me.
Notary Public, State of Florida
[Notary Seal]
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as City Clerk of THE
CITY OF MIAMI BEACH, a municipal corporation, on behalf of such entity. He/She [check
one] _ is personally known to me, or _ has produced evidence of his identity satisfactory to
me.
Notary Public, State of Florida
[Notary Seal]
3
EXHIBIT "1"
LEGAL DESCRIPTION
A portion of Lot 18 and the 10 foot walk adjacent thereto, Block 51 of the plot of OCEAN
BEACH FLA. ADDITION NO.3 as recorded in Plot Book 2, Page 81 of the Public Records of
Dade County, Florida, more particularly described as follows:
That portion of said Lot 18 and the 10 foot walk adjacent thereto lying Easterly and Northerly of
the following described line; begin at a point on the Northerly line of said Lot 18, said point
being 0.39 feet Easterly of the Northwesterly corner of said Lot 18; thence S 12'~6'-09" E,
parallel with and 0.39 feet Easterly of the Westerly line at said Lot 18 for 74.85 feet to a point of
non-tangential curve leading to the left and concave to the Northeast, having a radius of 47.50
feet and whose radius point bears N 68'-24'~6" E; thence Southerly and Easterly through a
central angle of 37'-27'-59" for an arc distance of 31.06 feet to a point on the Southerly line of
said Lot l8 and on the Northerly line of a 10 foot walkway as shown on said plat of OCEAN
BEACH FLA. ADDITION NO 3, said point being also a point of compound curve having a
radius of 45.00 feet; thence Southerly and Easterly through a central angle of23'-25'-51" for an
arc distance of 18.40 feet to a point on the Southerly extension of the Easterly line of said Lot 18,
said point being 9.78 feet Southerly of the Southeasterly corner of said Lot 18 and the
TERMINAL POINT ofthe herein described line.
All of the above lying and being in Section 3, Township 54 South, Range 42 East, City of Miami
Beach, Dade County, Florida.
A portion of Lots 29 and 30 and the 10 foot walk adjacent thereto, Block 51 of the plot of
OCEAN BEACH ADDITION NO.3 as recorded in Plat Book 2, Page 81 of the Public Records
of Dade County, Florida, more particularly described as follows:
Begin at the Northwesterly corner of said Lot 29; thence N 77'-13'-28" E along the Northerly
line of said Lots 29 and 30 a distance of 55.15 feet to a point; thence S 00'- 37'-13" W for a
distance of 112.35 feet to a point on the Southerly line of a 10 foot walk shown on said plat of
OCEAN BEACH ADDITION NO.3; thence S 76'-52'-58" W along the Southerly line of said
10 foot walk a distance of 31.51 feet to its intersection with the Southerly extension of the
Westerly line of said Lot 29; thence N 12'~6'-09" W along the said Southerly extension and
along the Westerly line of said Lot 29 a distance of 110.02 feet to the POINT OF BEGINNING.
All of the above lying and being in Section 3, township 54 South, Range 42 East, City of Miami
Beach, Dade County. Florida.
EXHIBIT "2"
1. All conditions, restrictions, agreements, reservations, easements and covenants of
record, without the intent to reimpose same.
2. Real estate taxes for the current year and any taxes and assessments levied or
assessed subsequent to the date hereof.
3. Zoning, planning and land use ordinances enacted by governmental authorities,
and other requirements imposed by governmental authorities.
4.
Property.
Matters that would be disclosed by an accurate survey and inspection of the
[Block 51 Alley Air Rights Easement]
EXHIBIT N
This instrument prepared by or under the supervision of
(and after recording should be returned to):
Laura R. Gangemi, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Tax Folio No.
S ace Reserved for Clerk of Court
AIR RIGHTS CONSENT AND EASEMENT AGREEMENT
This AIR RIGHTS CONSENT AND EASEMENT AGREEMENT ("Consent and
Easement Al!:reement") is made and entered into as of the _th day of _,200_, by and
between the CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation, the
mailing address of which is 1700 Convention Center Drive, Miami Beach, Florida 33139 (the
"Citv") and TRG-A1aska III, LLC, a Florida limited liability company, the mailing address of
which is 2828 Coral Way, Penthouse, Miami, Florida 33145 (''TRG-Alaska III").
REC!TAL~:
1. TRG-Alaska III is the owner of certain lots located in Block 51 in the plat of
OCEAN BEACH FLA. ADDITION No.3, Plat Book 2 at Page 81, Miami-Dade County, Florida
more particularly described on Exhibit "1" attached hereto (the "TRG Propertv").
2. Pursuant to the terms of that certain Settlement Agreement among TRG-Alaska
III, certain of its affiliates, City and other parties, dated , 2004 (the
"Settlement Al!:reement"), City has agreed to allow TRG-Alaska III to bridge over a certain
alley (the "A1lev") that is located in Block 51 and on which the TRG Property abuts.
NOW, THEREFORE, in consideration of the sum ofTen and No/IOO Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated herein
by this reference.
\\MIA-SR VO 1 \GANGEMIL\1558628v 1 0\ 1 FY341 0 _.DOC\ 7/28/04\10840.018700
[Block 51 Alley Air Rights Easement]
2. Consent to use of Airspace: Grant of Easement. City hereby consents to the
occupancy and use by TRG-Alaska III, and its successors and assigns, and their respective
officers, employees, agents, contractors, subcontractors, mortgagees, occupants, tenants,
licensees, guests, invitees and permittees, of the airspace above the Alley that exists at the third,
fourth and fifth floor levels of the improvements to be constructed on the TRG Property (the
"Airspace"), and to the construction of improvements by TRG-Alaska III, its successors and
assigns, within the Airspace, all subject to the terms and conditions of this Consent and
Easement Agreement and subject to and limited in scope to improvements as contemplated in the
concept plan approved by the City Commission. City further hereby grants, conveys, bargains
and sells to TRG-Alaska III, and its successors and assigns, and their respective officers,
employees, agents, contractors, subcontractors, mortgagees, occupants, tenants, licensees, guests,
invitees and permittees, a perpetual, exclusive easement, right and privilege to occupy and use
the Airspace, and to construct improvements within the Airspace, all subject to the terms and
conditions of this Consent and Easement Agreement, and subject to and limited in scope to
improvements as contemplated in the concept plan approved by the City Commission.
3. Security. Maintenance and Insurance.
(a) The parties acknowledge and agree that the Airspace is intended to be
used and maintained in a safe and secure manner. TRG-Alaska III shall be responsible, at TRG-
Alaska Ill's sole cost and expense, for the security and maintenance of the Airspace.
(b) TRG-AlaSka III shall be liable and responsible, to the extent permitted by
law, for any costs, liabilities, claims or damages, including, without limitation, reasonable
attorneys' fees and disbursements at the trial level and all levels of appeal, relating to death of or
injury to persons, or loss of or damage to property, incurred by City and resulting from, arising
out of or incurred in connection with, use of the Airspace under this Easement by TRG-Alaska
III, and/or its successors and/or assigns, and/or their respective officers, employees, agents,
contractors, subcontractors, occupants, tenants, licensees, guests, invitees or permittees, to the
extent resulting from the intentional or negligent acts of TRG-Alaska III, and/or its successors
and/or assigns, and/or their respective officers, employees, agents, contractors, subcontractors,
occupants, tenants, licensees, guests, invitees or permittees. In addition, TRG-Alaska III shall
defend any and all claims asserted against City resulting from, arising out of or incurred in
connection with, use of the Airspace under this Easement by TRG-Alaska III, and/or its
successors and/or assigns, and/or their respective officers, employees, agents, contractors,
subcontractors, occupants, tenants, licensees, guests, invitees or permittees to the extent resulting
from the intentional or negligent acts of TRG-Alaska III, and/or its successors and/or assigns,
and/or their respective officers, employees, agents, contractors, subcontractors, occupants,
tenants, licensees, guests, invitees or permittees. In such event, TRG-Alaska III shall be entitled
to select counsel of TRG-Alaska Ill's choice to defend the claim, however, City shall be
permitted, at City's cost and expense, to retain independent counsel to monitor the claim
proceeding.
(c) TRG-Alaska III shall obtain and at all times during the term of this
Consent and Easement Agreement obtain and maintain with respect to the Airspace
comprehensive general and public liability insurance providing liability insurance against claims
for personal injury, death or property damage, occurring on or about the Airspace, for at least a
combined single limit for bodily injury, death and property damage liability of Five Million and
No/lOO Dollars ($5,000,000) per occurrence.
2
All insurance provided for in this Paragraph 3(c) shall be effective under
valid and enforceable policies issued by highly rated insurers of recognized responsibility which
are licensed to do business in the State of Florida. All such companies shall be rated at least "A"
as to management, and at least "Class X" as to financial strength on the latest edition of Best's
Insurance Guide. Each insurance policy shall be marked "premium paid" or accompanied by
other satisfactory evidence of payment of premiums.
All policies of insurance required by this Paragraph 3( c) shall indicate
City as additional named insured. All insurance policies shall provide that no change,
cancellation or termination shall be effective until at least thirty (30) days after written notice to
the additional named insured.
(d) City shall be liable and responsible, to the extent permitted by law, for any
costs, liabilities, claims or damages, including, without limitation, reasonable attorneys' fees and
disbursements at the trial level and all levels of appeal, relating to death of or injury to persons,
or loss of or damage to property incurred by TRG-Alaska III, its successors and/or assigns, and
resulting from, arising out of, or incurred in connection with the use of the Airspace or the Alley
by City, its successors and/or assigns, and/or their respective invitees, agents, employees, guests,
lessees or licensees, unless caused by the negligence or intentional acts of TRG-Alaska III or its
agents or TRG-Alaska Ill's successors or assigns. In addition, City shall defend any and all
claims asserted against TRG-Alaska III, its successors and/or assigns, resulting from, arising out
of, or incurred in connection with, use of the Airspace or the Alley by City, its successors and/or
assigns, and/or their respective invitees, agents, employees, guests, lessees or licensees, unless
caused by the negligence or intentional acts ofTRG-Alaska III or its agents or TRG-Alaska Ill's
successors or assigns. In such event, City shall be entitled to select counsel of City's choice to
defend the claim, however, TRG-Alaska III shall be permitted, at TRG-Alaska Ill's cost and
expense, to retain independent counsel to monitor the claim proceeding.
4. This Consent and Easement Agreement shall inure to the benefit of and be
binding upon City, and its successors and assigns. This Consent and Easement Agreement shall
inure to the benefit of and be binding upon TRG-Alaska III, and its successors and assigns (and
with respect to any portion of the TRG Property for which a condominium, homeowners or other
similar association(s) exists, the association(s), and not the individual unit owners, shall be the
successor and assign), except that TRG-Alaska III or such successor or assignee, as the case may
be, shall be released of all future obligations hereunder upon conveyance of its interest in the
TRG Property; provided, however, that any such transferee ofTRG-Alaska III or its successor or
assignee, as the case may be, shall be bound by all such terms and conditions of this Consent and
Easement Agreement. An assignment of TRG-Alaska Ill's rights hereunder shall only be
effective if a specific written assignment is recorded in the Public Records of Miami-Dade
County, Florida.
5. In the event of a default hereunder, the non-defaulting party shall be entitled to
seek all remedies available at law or in equity, except for rescission, revocation or termination of
this Consent and Easement Agreement.
6. In the event of litigation arising out of the terms of this Consent and Easement
Agreement or the use of the Airspace under this Easement, the prevailing party will be entitled to
reasonable attorneys' fees and costs at the trial level and all levels of appeal.
3
7. Upon prior written request of either party, the other party hereto shall furnish the
requesting party an estoppel certificate reasonably satisfactory to the requesting party.
8. All of the parties have participated fully in the negotiation of this Consent and
Easement Agreement, and accordingly, this Consent and Easement Agreement shall not be more
strictly construed against anyone ofthe parties hereto.
9. Any and all notices required or desired to be given hereunder shall be in writing
and shall be deemed to have been duly given when delivered by hand or three (3) business days
after deposit in the United States mail, by registered or certified mail, return receipt requested,
postage prepaid, and addressed to the address set forth immediately beneath each party's
signature below (or to such other address as either party shall hereafter specify to the other in
writing). Any party may change the address for notice purposes by giving written notice thereof
to the other parties, which shall be effective upon receipt by each of the other parties.
10. In the event any term or provision of this Consent and Easement Agreement is
determined by appropriate judicial authority to be illegal or otherwise invalid, such provision
shall be given its nearest legal meaning or be construed as deleted as such authority determines,
and the remainder of this Consent and Easement Agreement shall be construed in full force and
effect.
11. All of the Exhibits attached to this Consent and Easement Agreement are
incorporated in, and made a part of, this Consent and Easement Agreement.
12. This Consent and Easement Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supercedes all prior agreements,
understandings and arrangements, both oral and written, between the parties with respect thereof
to the extent in conflict herewith.
IN WITNESS WHEREOF, City and TRG-Alaska III have caused this Air Rights
Consent and Easement Agreement to be executed in its name by its undersigned duly authorized
officers and its corporate seal to be hereunto affixed, as of the _th day of _,200_.
[Executions and Acknowledgments Appear on Following Page]
4
Signed sealed and delivered
in the presence of:
TRG-ALASKA III, LLC, a Florida limited
liability company
By: TRG-A1aska Commercial, Ltd., a Florida
limited partnership, its sole member
By: TRG-Alaska Commercial, Inc., a
Florida corporation, its sole
general partner
Print Name: By:
Name:
Title:
Print Name:
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , 200_ by , as
of TRG-Alaska Commercial, Inc., a Florida corporation, as sole general partner of TRG-
Alaska Commercial, Ltd., a Florida limited partnership, the sole member of TRG-Alaska III,
LLC, a Florida limited liability company, on behalf of said entities. He/She [check one] _ is
personally known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
5
WITNESSES:
Signed, sealed and delivered
in the presence of:
Print Name:
Print Name:
Print Name:
Print Name:
CITY:
CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation
By:
MAYOR
Attest:
City Clerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney
Date
6
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as Mayor of The
City of Miami Beach, a municipal corporation, on behalf of said entity. He/She [check one]
_ is personally known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as City Clerk of The
City of Miami Beach, a municipal corporation, on behalf of said entity. He/She [check one]
_ is personally known to me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
7
EXHIBIT "1"
TRG PROPERTY
[South Easement Area Deed]
EXHIBIT P
THIS DOCUMENT WAS PREPARED BY:
Laura Riso Gangemi, Esq.
Greenberg Traurig
1221 Brickell Avenue
Miami, Florida 33131
Property Identification No.:
Grantee Tax Identification No.:
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is executed and delivered effective as of
, 200_ by MURANO TWO, LTD., a Florida limited partnership, whose
mailing address is c/o The Related Group of Florida, 2828 Coral Way, Penthouse Suite, Florida
33145 ("Grantor"), to THE CITY OF MIAMI BEACH, FLORIDA, a Florida municipal
corporation ("Grantee"), whose mailing address is 1700 Convention Center Drive, Miami
Beach, Florida 33139.
WITNE S SETH:
That the Grantor, for and in consideration of the sum of $10.00 and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants,
bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, its successors
and assigns, all that certain land located in Miami-Dade County, Florida, and more particularly
described in Exhibit "I" attached hereto and made a part hereof (the "Propertv");
TO HAVE AND TO HOLD the same together with all singular and appurtenances
thereto belonging or in anywise appertaining, and all the estate, right, title, lien, interest and
claim whatsoever of the Grantor, in law or equity, to the proper use and benefit of the Grantee,
its successors and assigns forever, SUBJECT, HOWEVER, TO:
See Exhibit "2" attached hereto and made a part hereof
AND Grantor does hereby specially warrant the title to the Property, subject to the
foregoing matters, and will defend the same against the lawful claims of all persons claiming by,
through, or under Grantor, but against none other.
\\MIA-SRV01 \GANGEMIL\1571191 v04\IF _BN04_.DOC\7/28/04\1 0840.018700
This conveyance is subject to the following additional terms and conditions which shall
run with the land and be binding upon and inure to the benefit of the respective successors and
assigns of Grantor and Grantee:
1. No fences or barriers of any kind shall be erected, constructed, created or located
on the Property or along the perimeter thereof.
2. The curb cut currently located on the eastern boundary of the Property may not be
moved by the Grantee, or its successors or assigns, and its invitees, agents, employees, guests,
lessees, licensees and contractors, including, without limitation, their respective lessees,
licensees, contractors, guests, invitees, successors and assigns, without the prior written consent
of the Grantor or its successors or assigns in title to the Property (or condominium, homeowners
or other similar association(s) with respect to any portion of the Property for which a
condominium, homeowners or other similar association(s) then exists), which consent shall not
be unreasonably withheld or delayed and, provided, further, that: (a) a limited access easement
in favor of the owner(s) of the property legally described in Exhibit "3" attached hereto (the
"ssm North Parcel") is executed and delivered to said owner(s) covering existing roadways
currently located on the Property (as said roadways may be relocated, from time to time) so as to
allow such owner(s) reasonably convenient, direct and continuous access for pedestrian and
vehicular traffic via the curb cut to the ''North Easement Area," as such term is defined in that
certain Grant of Easements (150 Foot Easement Area) recorded on May 27, 1999 in Official
Records Book 18626 at Page 4425 of the Public Records of Miami-Dade County, Florida, and
the ssm North Parcel; and (b) such new curb cut is integrated with any future traffic
signalization and median openings on Alton Road.
IN WITNESS WHEREOF, the Grantor has signed and sealed these presents the day
and year first above written.
WITNESSES:
GRANTOR:
MURANO TWO, LTD., a Florida limited
partnership
By:
Print Name:
its sole general partner
Print Name:
By:
Name:
Title:
2
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed
before this _ day of , by , as of
as sole general partner of MURANO TWO, LTD., a Florida
limited partnership, on behalf of said entities. He/She [check one] _ is personally known to
me, or _ has produced evidence of his identity satisfactory to me.
Notary Public, State of Florida
[Notary Seal]
3
EXHIBIT "1"
LEGAL DESCRIPTION
EXHIBIT "2"
1. All conditions, restrictions, agreements, reservations, easements and covenants of
record, without the intent to reimpose same.
2. Real estate taxes for the current year and any taxes and assessments levied or
assessed subsequent to the date hereof.
3. Zoning, planning and land use ordinances enacted by governmental authorities,
and other requirements imposed by governmental authorities.
4.
Property.
Matters that would be disclosed by an accurate survey and inspection of the
EXHIBIT "3"
LEGAL DESCRIPTION - SSDI NORTH PARCEL