Letter Amy Lehman
Steel Hector & Davis
Miami, Flonda
Amy Lehman
Of Counsel
(305) 577 - 2998
May 31, 1994
Murray Shear, Esq.
David Berger, Esq.
Broad & Cassel
175 NW First Avenue
Suite 200
Miami, FL 33128-1835
Leo Rose, Esq.
Therrel Baisden & Meyer Weiss
1111 Lincoln Road Mall
Suite 500
Miami, FL 33139
RE: Closing of that certain Acquisition, Construction
and Development Agreement (the "Development
Agreement") among the City of Miami Beach, a
Florida municipal corporation, The Ballet Valet
Parking Company, Ltd., and McCarthy Brothers
Company. Unless defined otherwise, capitalized
terms used herein shall have the meaning
attributed to them in the Development Agreement.
Gentlemen:
The City and BV have today consummated the Development
Agreement and closed on the sale of the real property and air
space as more particularly described in the Agreement to
Purchase and Sell Real Property and Air Space by and between the
City and BV. Within thirty (30) days of the date hereof, the
City and BV shall execute the following documents:
1. ~randum of Option.. Pursuant to Section 9.2 of
the Development Agreement, the City and BV have
agreed to record among the Public Records of Dade
County, Florida, a memorandum of the existence of
Ballet Valet's option to purchase the Garaqe
pursuant to the terms ('f the Devell)pment
Agreement. The Memorandum of Opti~n shall be
prepared llY counsel fill BV and sha 11 incorpQrate
the basic terms Qf BV's option as provided by the
terms of Article IX of the Development Agreement.
Miami Office
4000 Southeast FinanCial Center
Miami, FL 33131-2398
(305) 577 - 7000
Fax: (305) 358-1418
1900 Phillips Point West
777 South Flagler Drive
West Palm Beach, FL 33401 - 6198
(407) 650 - 7200
Fax: (407) 655. 1509
215 South Monroe
Suite 601
Tallahassee, FL 32301 -1804
(904) 222 - 2300
Fax: (904) 222-8410
Steel Hector & Davis
Leo Rose, Esq.
Murray Shear, Esq.
David Berger, Esq.
May 31, 1994
Page 2
11. Memorandum of Riqht of First Refusal. Pursuant to
Section 10.2 of the Development Agreement, the
City and BV have agreed to record among the Public
Records of Dade County, Florida, a memorandum of
the existence of the City's Right of First Refusal
to purchase the Retail Space in accordance with
the terms of the Development Agreement. The
Memorandum of Right of First Refusal shall be
prepared by counsel for the City and shall
incorporate the basic terms of the City's Right of
First Refusal as provided by the terms of Article
X of the Development Agreement.
Ill. Parking Agre~~. Counsel for the City shall
prepare a parking agreement which shall
incorporate the terms of Section 11.9 of the
Development Agreement and such other terms and
provisions as may be agreeable to the City and BV.
lV. Maintenance Aqreement. The City and BV shall
agree on a standard of maintenance appropriate to
the Project. Counsel for BV shall prepare a
maintenance agreement to evidence such standard
and to incorporate the terms of Section 2.13 of
the Development Agreement. The Maintenance
Agreement shall be recorded among the public
records of Dade County, Florida.
2. At such time as the As-built plans for the Garage and
Retail Space have been prepared and approved by the City and,
BV, and as to Lot 1 by Leo-James, Inc., a Florida corporation,
("Leo-James"), such that the lower elevation of the Air Space
can be ascertained with particularity, the City, BV and
Leo-James (as to Lot 1) hereby agree to adjust the legal
description of the lower elevation of such Air Space as to the
Retail Space and Lot 1, if the actual lower elevation of the Air
Space differs from that described in those certain deeds
delivered to the City in connection with the closing of the
Development Agreement.
3. At such time as the As-built plans for ~he Garage have
been prepared, BV shall provide the City with an Exhibit to the
Steel Hector & Davis
Leo Rose, Esq.
Murray Shear, Esq.
David Berger, Esq.
May 31, 1994
Page 3
Development Agreement which shall depict and describe the
location of the Ramp Space.
Sincerely,
{l
This
f_--r-L ACCEPTED AND AGREED
I() day of -=1~
, 1994
BALLET VALET
corporation
By:
R. An ny Goldman
as esident
The Ballet Valet Parking
Company, Ltd., a Florida
limited partnership
The Ballet Valet Corp., a
Florida corpora ion
BY:
Goldman
LEO-JAMES, INC., a Florida corporation
solely with respect to paragraph 2 as
to Lot 1
BY:
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