HomeMy WebLinkAboutFla. Land Trust Agreement
1
FLORIDA LAND TRUST AGREEMENT
Davenport/BrettonlKemp Land Trust No.1
THIS TRUST AGREEMENT, dated as of the ~ day of January 2000, is
entered into by and among Gary Davenport, as Trustee, (hereinafter the "Trustee")
which designation shall include all successor trustees, Rosine Bretton, M.D., ("Bretton"), Tbe
Imad Kemp"Revocable Trust ("Kemp Trust") and Gary Davenport, individually, (hereinafter
"Davenport" and together with Bretton and Kemp Trust, the "Beneficiaries"), which designation
shall include all successors in interest to any beneficiary or beneficiaries. All parties are
domiciliaries of the State of Florida.
RECIT ALS
Davenport and Bretton shortly shall cause to be conveyed to the Trustee, as Trustee under
this Trust Agreement, title to the property located at 1749 Jefferson Avenue, Miami Beach,
Miami-Dade County, Florida, more particularly described as follows:
Lot 13, Block 21, of Alton Beach Realty Company's Amended Golf Course Plat,
according to the Plat thereof filed in Plat Book 6 at Page 26 of the Public Records
of Miami-Dade County, Florida (herein called the "Property").
Davenport and Bretton, in recognition of their love and affection for Imad Kemp, wish to
provide a beneficial interest in the Trust for Imad Kemp using the vehicle of the Kemp Trust, on
the terms and conditions set forth herein.
When the Trustee has taken title to that Property, and to any other property conveyed to
him as Trustee under this Trust Agreement, he will hold the title, in trust, for the uses and
purposes and subject to the terms and conditions as hereinafter set forth.
It is further the intent of Trustee to take title to the Property in accordance with the
provisions of Section 689,071, Florida Statutes,
The Trust created by this instrument shall be known for all purposes as the
"Davenport/Bretton/Kemp Land Trust No, I".
NOW, THEREFORE, in consideration of the mutual premises herein contained the
parties hereto agree as follows:
Land Trust
Page 1
STEVEN CARLYLE CRONIG & ASSOCIATES, P.A., ATTORNEYS AT LAW
307 Continental Plaza, 3250 Mary Street, Coconut Grove, Florida 33133 Telephone (305) 444.6300 Telefacsimile (305) 444.6334
1. Property. Title to the Property shall be conveyed to the Trustee in accordance with, and
the rights of the parties shall be governed, to the extent applicable, by the provisions of Section
689.071, Florida Statutes. The Trustee agrees to accept the deed to the Property and to cause
said deed to be recorded in the Public Records of Miami-Dade County, Florida, and to hold title
to the Property for the uses and purposes herein stated, The Beneficiaries may not dedicate or
cause any other property to be conveyed to the Trustee under this Trust Agreement unless the
Trustee consents thereto in writing. Should other property subsequently be conveyed to and held
by the Trustee pursuant to this Trust Agreement, the term "Property" as used herein shall mean
and refer to all property, the title to which is held by the Trustee pursuant to this Trust
Agreement.
2. Names and Interests of Beneficiaries:
a, The following are the initial Beneficiaries of this Trust and their undivided
percentage beneficial interests in this Trust:
NAME OF BENEFICIARY
INTEREST IN TRUST
Gary Davenport, individually
40.0%
Rosine Bretton
40.0%
The Imad Kemp Revocable Trust
20.0%
b. The interest of each Beneficiary, as a beneficiary, shall consist solely of the power
to direct the Trustee to deal with title to the Property, which power shall include, but is
not limited to, directions to the Trustee to execute deeds, leases, mortgages, promissory
notes and all other instruments relating to the Property. Decisions to be made by the
Beneficiaries, which shall include all decisions associated with operation, maintenance and
ownership of the Property except as specifically delegated to the Trustee herein, shall be
made in accordance with the affirmative vote of the majority of percentage beneficial
interests in the Trust. Such rights and powers, as well as the interest of the Beneficiaries
under this Trust Agreement, and the Trust Agreement itself, shall be personal property.
The Beneficiaries shall not have any right, title or interest in or to any portion of the legal
or equitable title to the Property, The death of a Beneficiary shall not terminate this Trust
Agreement or the trust created hereby or affect the rights or powers of the Trustee or of
the remaining Beneficiaries except as provided by law. Upon the death of anyone of the
Beneficiaries, his or her beneficial interest hereunder immediately shall be transferred as
follows:
i. Upon the death of Davenport, Davenport's entire beneficial interest
hereunder shall be transferred to Bretton, if Bretton survives Davenport. IfBretton
shall not have survived Davenport, and Kemp Trust still is in existence at the time
Land Trust
Page 2
STEVEN CARLYLE CRONIG & ASSOOATES, P.A., ATTORNEYS AT LAW
307 Continental Plaza, 3250 Mary Street, Coconut Grove, Florida 33133 Telephone (305) 444.6300 Telefacsimile (305) 444.6334
of Davenport's death, then upon Davenport's death, Davenport's entire beneficial
interest shall be transferred to Kemp Trust, whereupon this Trust shall terminate,
ii. Upon the death of Bretton, Bretton's entire beneficial interest hereunder
shall be transferred to Davenport, if Davenport survives Bretton. If Davenport
shall not have survived Bretton, and Kemp Trust still is in existence at the time of
Bretton's death, then upon Bretton's death, Bretton's entire beneficial interest shall
be transferred to Kemp Trust, whereupon this Trust shall terminate.
iii. If Kemp Trust shall be terminated prior to the termination of this Trust,
one half of Kemp Trust's beneficial interest hereunder shall be transferred to
Davenport, if Davenport is then living, and one half of Kemp Trust's beneficial
interest hereunder shall be transferred to Bretton, if Bretton is then living. If
Davenport shall not be living at the time of the termination of Kemp Trust and
Bretton has survived Davenport, then upon such termination of Kemp Trust, Kemp
Trust's entire beneficial interest shall be transferred to Bretton, whereupon this
Trust shall terminate, If Bretton shall not be living at the time of the termination
of Kemp Trust and Davenport has survived Bretton, then upon such termination of
Kemp Trust, Kemp Trust's entire beneficial interest shall be transferred to
Davenport, whereupon this Trust shall terminate,
Neither the principal nor the income associated with the beneficial interests of the
Beneficiaries hereunder may be sold, transferred, assigned, pledged, hypothecated, or otherwise
conveyed in any manner without the express prior written consent of the Trustee, which may be
withheld in the Trustee's sole discretion, nor shall any interest of any Beneficiary hereunder be
subject to alienation or other anticipation by the Beneficiary for whom the same is intended as
hereinabove provided, or to attachment, execution, garnishment, sequestration or other seizure
under any legal, equitable or other process.
3. Objects and Purposes of Trust, The objects and purposes of this Trust shall be to hold
title to the Property until its sale or other disposition or liquidation or until the expiration of this
Trust Agreement as provided in Section 13 hereof, Under no circumstances shall this Trust
Agreement be deemed to be, or create or evidence the existence of a corporation, de facto or de
jure, or a Massachusetts Trust, or any other type of business trust, or an association in the nature
of a corporation, or a co-partnership or joint venture by or between the Trustee and the
Beneficiaries.
4. Capital Contributions of Beneficiaries, Davenport and Bretton initially shall contribute
equally all funds required to purchase the Property from the City of Miami Beach pursuant to the
Contract for Sale and Purchase dated December 9, 1999. Thereafter, Davenport and Bretton
jointly shall contribute one hundred percent (100 %) of the operating and maintenance costs of the
Property, including but not limited to real and personal property taxes and all insurance premiums,
and all costs associated with the leasing and/or sale of the Property in the event it is leased or sold,
Land Trust
Page 3
STEVEN CARLYLE CRONIG & ASSOCIATES, P.A., ATTORNEYS AT LAW
3!J7 Continental Plaza, 3250 Mary Street, Coconut Grove, Florida 33133 Telephone (305) 444.6300 Telefacsimile (3!J5) 444.6334
...,
FLORIDA LAND TRUST AGREEMENT
Davenport/Bretton/Kemp Land Trust No.1
THIS TRUST AGREEMENT, dated as of the [da1e1 day of January 2000, is
entered into by and among Gary Davenport, as Trustee, (hereinafter the "Trustee")
which designation shall include all successor trustees, Rosine Bretton, M.D., ("Bretton"), The
Imad Kemp Revocable Trust ("Kemp Trust") and Gary Davenport, individually, (hereinafter
"Davenport" and together with Bretton and Kemp Trust, the "Beneficiaries"), which designation
shall include all successors in interest to any beneficiary or beneficiaries. All parties are
domiciliaries of the State of Florida,
RECITALS
Davenport and Bretton shortly shall cause to be conveyed to the Trustee, as Trustee under
this Trust Agreement, title to the property located at 1749 Jefferson Avenue, Miami Beach,
Miami-Dade County, Florida, more particularly described as follows:
Lot 13, Block 21, of Alton Beach Realty Company's Amended Golf Course Plat,
according to the Plat thereof filed in Plat Book 6 at Page 26 of the Public Records
of Miami-Dade County, Florida (herein called the "Property"),
Davenport and Bretton, in recognition of their love and affection for Imad Kemp, wish to
provide a beneficial interest in the Trust for lmad Kemp using the vehicle of the Kemp Trust, on
the terms and conditions set forth herein.
When the Trustee has taken title to that Property, and to any other property conveyed to
him as Trustee under this Trust Agreement, he will hold the title, in trust, for the uses and
purposes and subject to the terms and conditions as hereinafter set forth,
It is further the intent of Trustee to take title to the Property in accordance with the
provisions of Section 689,071, Florida Statutes.
The Trust created by this instrument shall be known for all purposes as the
"Davenport/Bretton/Kemp Land Trust No. I",
NOW, THEREFORE, in consideration of the mutual premises herein contained the
parties hereto agree as follows:
Land Trust
Page 1
STEVEN CARLYLE CRONIG & ASSOCIATES, P.A., ATTORNEYS AT LAW
307 Continental Plaza, 3250 Mary Street, Coconut Grove, Florida 33133 Telephone (305) 444.6300 Telefacsimile (305) 444.6334
..;1
1. Property. Title to the Property shall be conveyed to the Trustee in accordance with, and
the rights of the parties shall be governed, to the extent applicable, by the provisions of Section
689.071, Florida Statutes. The Trustee agrees to accept the deed to the Property and to cause
said deed to be recorded in the Public Records of Miami-Dade County, Florida, and to hold title
to the Property for the uses and purposes herein stated, The Beneficiaries may not dedicate or
cause any other property to be conveyed to the Trustee under this Trust Agreement unless the
Trustee consents thereto in writing, Should other property subsequently be conveyed to and held
by the Trustee pursuant to this Trust Agreement, the term "Property" as used herein shall mean
and refer to all property, the title to which is held by the Trustee pursuant to this Trust
Agreement.
2. Names and Interests of Beneficiaries:
a. The following are the initial Beneficiaries of this Trust and their undivided
percentage beneficial interests in this Trust:
NAME OF BENEFICIARY
INTEREST IN TRUST
Gary Davenport, individually
40.0%
Rosine Bretton
40.0%
The Imad Kemp Revocable Trust
20.0%
b. The in terest of each Beneficiary, as a beneficiary, shall consist solely of the power
to direct the Trustee to deal with title to the Property, which power shall include, but is
not limited to, directions to the Trustee to execute deeds, leases, mortgages, promissory
notes and all other instruments relating to the Property, Decisions to be made by the
Beneficiaries, which shall include all decisions associated with operation, maintenance and
ownership of the Property except as specifically delegated to the Trustee herein, shall be
made in accordance with the affirmative vote of the majority of percentage beneficial
interests in the Trust. Such rights and powers, as well as the interest of the Beneficiaries
under this Trust Agreement, and the Trust Agreement itself, shall be personal property.
The Beneficiaries shall not have any right, title or interest in or to any portion of the legal
or equitable title to the Property. The death of a Beneficiary shall not terminate this Trust
Agreement or the trust created hereby or affect the rights or powers of the Trustee or of
the remaining Beneficiaries except as provided by law. Upon the death of anyone of the
Beneficiaries, his or her beneficial interest hereunder immediately shall be transferred as
follows:
i. Upon the death of Davenport, Davenport's entire beneficial interest
hereunder shall be transferred to Bretton, if Bretton survives Davenport. IfBretton
shall not have survived Davenport, and Kemp Trust still is in existence at the time
Land Trust
Page 2
STEVEN CARLYLE CRONIG & ASSOCIATES, P.A., ATTORNEYS AT LAW
307 Continental Plaza, 3250 Mary Street, Coconut Grow, Florida 33133 Telephone (305) 444.6300 Telefacsimile (305) 444.6334
of Davenport's death, then upon Davenport's death, Davenport's entire beneficial
interest shall be transferred to Kemp Trust, whereupon this Trust shall terminate.
ii, Upon the death of Bretton, Bretton's entire beneficial interest hereunder
shall be transferred to Davenport, if Davenport survives Bretton. If Davenport
shall not have survived Bretton, and Kemp Trust still is in existence at the time of
Bretton's death, then upon Bretton's death, Bretton's entire beneficial interest shall
be transferred to Kemp Trust, whereupon this Trust shall terminate.
111. If Kemp Trust shall be terminated prior to the termination of this Trust,
one half of Kemp Trust's beneficial interest hereunder shall be transferred to
Davenport, if Davenport is then living, and one half of Kemp Trust's beneficial
interest hereunder shall be transferred to Bretton, if Bretton is then living. If
Davenport shall not be living at the time of the termination of Kemp Trust and
Bretton has survived Davenport, then upon such termination of Kemp Trust, Kemp
Trust's entire beneficial interest shall be transferred to Bretton, whereupon this
Trust shall terminate. If Bretton shall not be living at the time of the termination
of Kemp Trust and Davenport has survived Bretton, then upon such termination of
Kemp Trust, Kemp Trust's entire beneficial interest shall be transferred to
Davenport, whereupon this Trust shall terminate.
Neither the principal nor the income associated with the beneficial interests of the
Beneficiaries hereunder may be sold, transferred, assigned, pledged, hypothecated, or otherwise
conveyed in any manner without the express prior written consent of the Trustee, which may be
withheld in the Trustee's sole discretion, nor shall any interest of any Beneficiary hereunder be
subject to alienation or other anticipation by the Beneficiary for whom the same is intended as
hereinabove provided, or to attachment, execution, garnishment, sequestration or other seizure
under any legal, equitable or other process.
3. Obiects and Purposes of Trust. The objects and purposes of this Trust shall be to hold
title to the Property until its sale or other disposition or liquidation or until the expiration of this
Trust Agreement as provided in Section 13 hereof, Under no circumstances shall this Trust
Agreement be deemed to be, or create or evidence the existence of a corporation, de facto or de
jure, or a Massachusetts Trust, or any other type of business trust, or an association in the nature
of a corporation, or a co-partnership or joint venture by or between the Trustee and the
Beneficiaries.
4. Capital Contributions of Beneficiaries, Davenport and Bretton initially shall contribute
equally all funds required to purchase the Property from the City of Miami Beach pursuant to the
Contract for Sale and Purchase dated December 9, 1999. Thereafter, Davenport and Bretton
jointly shall contribute one hundred percent (100 %) of the operating and maintenance costs of the
Property, including but not limited to real and personal property taxes and all insurance premiums,
and all costs associated with the leasing and/or sale of the Property in the event it is leased or sold,
Land Trust
Page 3
STEVEN CARLYLE CRONIG & ASSOCIATES, P.A., ATTORNEYS AT LAW
307 Continental Plaza, 3250 Mary Street, Coconut Grove, Florida 33133 Telephone (305) 444.6300 Telefacsimile (305) 444.6334
.J
other than the cost of real estate brokerage commissions which shall be charged against the
Beneficiaries' interests on a prorata basis.
5. Use of Property: Allocation of Income and Tax Benefits, The Property shall be used in
any manner deemed appropriate by the Trustee in his sole discretion. Income and tax benefits
associated with ownership of the Property shall be allocated to the Beneficiaries on a prorata
basis, subject to retention of such income as the Trustee, in his sole discretion, may deem
necessary or desirable for purposes of improvements to the Property, reserves for taxes and
insurance and such other purposes as may reasonably be required for operation and maintenance
of the Property.
6. Powers: Protection of Third Parties Dealin~ with Trustee. No party dealing with the
Trustee in relation to the Property in any manner whatsoever, and (without limiting the foregoing)
no party to whom the Property or any part of it or any interest in it shall be conveyed, contracted
or sold, leased or mortgaged by the Trustee, shall be obliged: (i) to see to the application of any
purchase money, rent or money borrowed or otherwise advanced on the Property; (ii) to see that
the terms of this Trust Agreement have been complied with; (iii) to inquire into the authority,
necessity or expediency of any act of the Trustee; or (iv) be privileged to inquire into any of the
terms of this Trust Agreement. Every deed, mortgage, lease or other instrument executed by the
Trustee in relation to the Property shall be conclusive evidence in favor of every person claiming
any right, title or interest under the Trust: (i) that at the time of its delivery the Trust created
under this Trust Agreement was in full force and effect; (ii) that instrument was executed in
accordance with the terms and conditions of this Trust Agreement and all its amendments, if any,
and is binding upon all Beneficiaries under it; (iii) that the Trustee was duly authorized and
empowered to execute and deliver each such instrument; and (iv) if a conveyance has been made
to a successor or successors in trust, that the successor or successors have been appointed properly
and are vested fully with all that title, estate, rights, powers, duties and obligations if its, his or
their predecessor in trust.
7. Resi~nation or Death of Trustee, The Trustee may resign at any time by giving written
notice of such intention to resign to the Beneficiaries, The Resignation shall become effective
after the Trustee shall have conveyed title to the Property either to a successor trustee or, if no
successor trustee is named, to the Beneficiaries, In the event of the death of the Trustee, the
successor trustee shall be Rosine Bretton, individually, The recording in the public records of
Miami-Dade County, Florida, of a death certificate for any trustee under this Trust Agreement
shall be deemed to be a conveyance of title to the Property to the successor trustee,
8, Trustee Not Individually Liable, Except in his capacity as a Beneficiary hereunder or
otherwise expressly provided herein, the Trustee shall have no individual liability or obligation
whatsoever arising from its ownership of or holding legal title to the Property, or with respect to
any act done or contract entered into or indebtedness incurred by him in dealing with the Property
or in otherwise acting under this Trust Agreement upon the direction of the Beneficiaries except
Land Trust
Page 4
STEVEN CARLYLE CRONIG & ASSOCIATES, P.A., ATTORNEYS AT LAW
307 Continental Plaza, 3250 Mary Street, Coconut Grove, Florida 33133 Telephone (305) 444.6300 Telefacsimile (305) 444.6334
co<
only so far as the Property and any trust funds in the actual possession of the Trustee shall be
applicable to the payment and discharge of such liability or obligation.
9. No Third-Party Beneficiaries, This Trust Agreement is solely for the benefit of the
parties hereto and no person or persons not a part to this Trust Agreement shall have any rights
or privileges under this Trust Agreement either as a third-party Beneficiaries or otherwise.
10. Apvlicable Law and Venue, This Trust Agreement shall be construed in accordance with
the Laws of the State of Florida, including Florida law dealing with conflicts of law. The venue
for any action filed in connection with this Trust Agreement shall be the state courts of Miami-
Dade County, Florida.
11. Notices. For all notices required or permitted to be sent pursuant to this Trust Agreement,
anyone of the following methods of delivery shall be sufficient: (i) United States certified mail,
return receipt requested, which notice shall be conclusively presumed delivered three business
days following mailing; (ii) Federal Express or similar commercial overnight service, which
notice shall be conclusively presumed delivered in accordance with the carrier's delivery records,
but in no event later than three business days following delivery to the carrier; (iii) by commercial
courier with either a receipt for delivery signed by the addressee or a sworn affidavit executed by
the courier that delivery was attempted but the addressee was absent or refused to sign or that
delivery was refused; or (iv) by telefacsimile, with written confirmation showing the date and time
of transmission and the number of pages transmitted, followed by mailing of the original by
certified mail as set forth above, Notices shall be sent to all parties at 1775 Jefferson A venue,
Miami Beach, Florida 33139, with a copy to Steven C, Cronig, Esq., Steven Carlyle Cronig &
Associates, P.A" 307 Continental Plaza, 3250 Mary Street, Miami Beach, Florida 33133. Any
party may, by subsequent written notice, designate a different address for receiving notice.
12. Successors Bound by this Trust A2reement. The terms and conditions of this Trust
Agreement shall inure to the benefit of and be binding upon any successor trustee under it, as well
as upon the personal representatives, administrators, heirs, assigns and all other successors in
interest of the Beneficiaries. Every successor trustee shall become fully vested with all the title,
estate, rights, powers trusts and shall be subject to the duties and obligations of its predecessor
under this Trust Agreement. The term Trustee shall thereafter mean and refer to said successor
trustee.
13, Term. The term of this Trust Agreement shall be twenty-one (21) years from the date of
execution of this Trust Agreement, unless sooner terminated as provided in this Trust Agreement.
Upon expiration of the term of this Trust Agreement, the Trustee shall convey the Property to the
Beneficiaries as tenants in common in accordance with their undivided percentage interests at the
time of such conveyance,
Land Trust
Page 5
STEVEN CARLYLE CRONIG & ASSOCIATES, P.A., ATTORNEYS AT LAW
307 Continental Plaza, 3250 Mary Street, Coconut Grove, Florida 33133 Telephone (305) 444.6300 Telefacsimile (305) 444.6334
.;Ilj
14. Earlier Termination. This Trust Agreement may be terminated by a majority in interest
of the Beneficiaries upon sixty days' written notice to the Trustee and the other Beneficiaries. Any
such termination shall not terminate any indemnification of the Trustee in connection with his
actions as Trustee. Upon the termination of this Trust Agreement, the Trustee shall convey title
to the Property to the Beneficiaries in accordance with their undivided percentage interests at the
time of such conveyance.
15. Entire Aereement. This Trust Agreement contains the entire understanding between the
parties with respect to the subject matter hereof, and supersedes any prior understandings and
agreements between them with respect thereto, It may be amended only by a written agreement
signed by the Trustee and the Beneficiaries.
IN WITNESS WHEREOF, the Trustee and Beneficiaries have executed this Trust
Agreement the day and year first written above.
The Imad Kemp Revocable Trust
The Imad Kemp Revocable Trust
~
By:
Rosine Bretton, M.D., Trustee
C:\DalaIINlla\Dawnport 8","on Kemp Land TNlI No. I (2).wpd
File '13425-005:JlIIIllllry 21, 2000
e:zooo s_ C.,I)''' Croni& " Aaaocialea, P .A.
Land Trust
Page 6
STEVEN CARLYLE CRONIG & ASSOOATES, P.A., ATTORNEYS AT LAW
307 Continental Plaza, 3250 Mary Street, Coconut Grove, Florida 33133 Telephone (305) 444.6300 Telefacsimile (305) 444.6334