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2000-23870 RESO ~ I RESOLUTION NO. 2000-23870 A RESOLUTION OF THE MAYOR AND THE COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA APPROVING THE EXECUTION OF A LICENSE AGREEMENT BY AND AMONGST MIAMI BEACH REDEVELOPMENT AGENCY, CITY OF MIAMI BEACH, MB REDEVELOPMENT, INC. AND RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, FOR THE UTILIZATION OF THE 16m STREET PUBLIC PEDESTRIAN EASEMENT AREA FOR CONSTRUCTION ACCESS TO THE ROYAL PALM CROWNE PLAZA HOTEL SITE, FOR A LIMITED TIME PERIOD DURING CONSTRUCTION. WHEREAS, in connection with the Ground Lease Agreement between the Miami Beach Redevelopment Agency ("RDA"), the City of Miami Beach ("City"), and MB Redevelopment, Inc. ("MBRI"), an Easement Agreement was executed that provides the general public with pedestrian beach access over an Easement Area located along the southerly boundary of and within the Loews Hotel Property, immediately north of the Royal Palm Hotel site; and WHEREAS, on January 26, 2000, the Mayor and City Commission directed the Administration to seek a renewal of the negotiations between the Loews and Royal Palm Crowne Plaza Hotels to agree on a mutually acceptable use of the Public Pedestrian Easement Area at 16th Street, for the Royal Palm's construction access needs; and WHEREAS, the Administration coordinated a series of meetings to renegotiate the conditions of an agreement with the MBRI, the operator of the Loews Hotel, and the RDP Royal Palm Hotel Limited Partnership ("RDP"), the developer of the Royal Crowne Plaza Hotel, to access the Royal Palm construction site for construction material and equipment deliveries, and unloading through the 16th Street Public Pedestrian Easement Area, to expedite the Royal Palm Hotel's construction schedule; and WHEREAS, as a result of the negotiations, a License Agreement (the "Agreement"), herein attached, has been drafted to be executed by the RDAlCity, as Owners, MBRI and RDP; and WHEREAS, the Agreement grants a license to RDP to utilize the Easement Area for construction related purposes for a period that shall terminate on the earlier of (a) the issuance of a certificate of occupancy for the Royal Palm Hotel, or (b) March 31, 2001, plus sixty days for completion of the improvements to the Easement Area; and WHEREAS, the improvements to the Easement Area are to consist of decorative interlocking pavers, landscaping, irrigation, lighting, and other decorative features; and WHEREAS, unlike the formerly proposed 15th Street access plan, the use of the Easement Area will have no impact on neighboring properties other than the Loews Hotel; and / - , WHEREAS, in order to minimize the impact to Loews, the proposed Agreement contains certain mitigation provisions; and WHEREAS, RDP has agreed to complete the improvements, originally part of MBRI's scope, at its own expense and to compensate MBRI the sum of$15,OOO for attorney's fees and costs incurred in the preparation of the Agreement; and WHEREAS, in return, MBRI has agreed to reimburse RDP, in the amount of $72,000, toward the costs incurred by RDP in connection with the improvements to the Easement Area; and WHEREAS, it is RDP's responsibility that its General Contractor and all its subcontractors and laborers fully abide by the conditions ofRDP's use of the Easement Area, including, but not limited to, the hours of operation, rules and regulations, mitigation, security and lighting, maintenance and fencing, as described in the Agreement; and WHEREAS, the Easement Area will remain restricted to construction access and use during the above-described term and will be converted into a public pedestrian accessway once the improvements are completed; and WHEREAS, the prompt execution of this Agreement will allow, according to RDP, to save approximately one hundred and twenty (120) days off the developer's anticipated construction schedule; and WHEREAS, the Administration and the City Attorney's office have reviewed the attached License Agreement. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission herein approve execution of a License Agreement by and amongst Miami Beach Redevelopment Agency, City of Miami Beach, MB Redevelopment, Inc. and RDP Royal Palm Hotel Limited Partnership, for the utilization of the 16th Street Public Pedestrian Easement Area for construction access to the Royal Palm Crowne Plaza Hotel site, for a limited time period during construction. PASSED and ADOPTED this 12th day of April, 2000. ?J/11 MAYOR ATTEST: to ~t_Ptu~ APPROVED AS TO FORM & lANGUAGE & FOR EXECUTION CITY CLERK Attachment F:\DDJiPlSALL\Alexandra\Royal Palm\l6th St CMBReIo.doc /tf MIL C .;.A.<'I.fW '-/-((} -rfl} Date CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMIBEACH, FLORIDA 33139 http:\\ci.miami-beach.fl.us COMMISION MEMORANDUM NO. '2'1(.-00 DATE: April 12, 2000 TO: Mayor Neisen O. Kasdin and Members of the City Commission FROM: Lawrence A. Levy, \./ City Manager ~ SUBJECf: A RESOLUTION OF THE MAYOR AND THE COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA RATIFYING THE EXECUTION OF A LICENSE AGREEMENT BY AND AMONG THE REDEVELOPMENT AGENCY, MB REDEVELOPMENT, INC. AND RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, FOR THE UTILIZATION OF THE 16TH STREET PUBLIC PEDESTRIAN EASEMENT AREA FOR CONSTRUCTION ACCESS TO THE ROYAL PALM CROWNE PLAZA HOTEL SITE, FOR A LIMITED TIME PERIOD DURING CONSTRUCTION. RECOMMENDATION Adopt the Resolution. BACKGROUND & ANALYSIS In connection with the Ground Lease Agreement between the Miami Beach Redevelopment Agency ("RDA"), the City of Miami Beach ("City"), and MB Redevelopment, Inc. ("MBRI"), an Easement Agreement was executed that provides the general public with pedestrian beach access over an Easement Area located along the southerly boundary of and within the Loews Hotel Property, immediately north of the Royal Palm Hotel site. On January 26, the City Commission directed the Administration to seek a renewal of the negotiations between the Loews and Royal Palm Crowne Plaza Hotels to agree on a mutually acceptable use of the J'ublic Pedestrian Easement Area at 16th Street, for the Royal Palm's construction access needs. It should be noted that earlier discussions between MBRI and RDP to utilize the Easement Area failed to produce an agreement, which resulted in RDP's alternative proposal to gain access to its site via the City's right-of-way at 15th Street. Subsequent to the public's negative response to this proposal at the above referenced January 26 Commission meeting, the Administration was directed to seek a renewal of the negotiations between the two parties. DATE R,F t.l-I2..- 00 AGENDA ITEM J The Administration coordinated a series of meetings to renegotiate the conditions of an agreement with the MBRI, the operator of the Loews Hotel, and the RDP Royal Palm Hotel Limited Partnership ("RDP"), the developer of the Royal Crowne Plaza Hotel, to access the Royal Palm construction site for construction material and equipment deliveries and unloading through the 16th Street Public Pedestrian Easement Area, to expedite the Hotel's construction schedule. As a result of the negotiations, a License Agreement (the "Agreement''), herein attached, has been drafted to be executed 'by the RDAlCity, as Owners, MBRI and RDP. The Agreement grants a license to RDP to utilize the Easement Area for construction related purposes for a period that shall terminate on the earlier of (a) the issuance of a certificate of occupancy for the Royal Palm Hotel or, (b) March 31, 2001, plus sixty days for completion of the improvements to the Easement Area. The improvements to the Easement Area are to consist of decorative interlocking pavers, landscaping, irrigation, lighting, and other decorative features. Unlike the 15th Street access plan, the use of the Easement Area will have no impact on neighboring properties other than the Loews Hotel. In order to minimize the impact to Loews, the proposed Agreement contains certain mitigation provisions. RDP has agreed to complete the improvements, originally part of MBRI's scope, at its own expense and to compensate MBRI the sum of$15,000 for attorney's fees and costs incurred in the preparation of the Agreement. In return, MBRI has agreed reimburse RDP, in the amount of $72,000, toward the costs incurred by RDP in connection with the improvements to the Easement Area. It is RDP's responsibility that its General Contractor and all its subcontractors and laborers fully abide by the conditions ofRDP's use of the Easement Area, including, but not limited to, the hours of operation, rules and regulations, mitigation, security and lighting, maintenance and fencing, as described in the Agreement. The Easement Area will remain restricted to construction access and use during the above- described term and will be converted into a public pedestrian accessway once the improvements are completed. The prompt execution of this Agreement will allow, according to RDP, to save approximately one hundred and twenty (120) days off the developer's anticipated construction schedule. The Administration and the City Attorney's office have reviewed the attached License Agreement. The Administration recommends that the Mayor and the Commission of the City of Miami Beach, Florida ratify execution of a License Agreement by and among the Redevelopment Agency, MB Redevelopment, Inc and RDP Royal Palm Crowne Plaza Limited Partnership, for the utilization of 16th Street Public Pedestrian Easement Area for construction access to the Royal Palm Crowne Plaza Hotel site, for a limited time period during construction. LAL/C'f:fc~ ~ \\CH2\SYS\DDHP\SALLWeundra\RDyal Palm\l6th 5t CMBMemo,dol;: RESOLUTION NO. 347-2000 A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE A LICENSE AGREEMENT BY AND AMONGST THE REDEVELOPMENT AGENCY, CITY OF MIAMI BEACH, MB REDEVELOPMENT, INC. AND RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, FOR THE UTILIZATION OF THE 16TH STREET PUBLIC PEDESTRIAN EASEMENT AREA FOR CONSTRUCTION ACCESS TO THE ROYAL PALM CROWNE PLAZA HOTEL SITE, FOR A LIMITED PERIOD OF TIME DURING CONSTRUCTION. WHEREAS, in connection with the Ground Lease Agreement between the Miami Beach Redevelopment Agency ("RDA"), the City of Miami Beach ("City"), and MB Redevelopment, Inc. ("MBRI"), an Easement Agreement was executed that provides the general public with pedestrian beach access over an Easement Area located along the southerly boundary of and within the Loews Hotel Property, immediately north of the Royal Palm Hotel site; and WHEREAS, on January 26, 2000, the Mayor and City Commission directed the Administration to seek a renewal of the negotiations between the Loews and Royal Palm Crowne Plaza Hotels to agree on a mutually acceptable use of the Public Pedestrian Easement Area at 16th Street, for the Royal Palm's construction access needs; and WHEREAS, the Administration coordinated a series of meetings to renegotiate the conditions of an agreement with the MBRI, the operator of the Loews Hotel, and the RDP Royal Palm Hotel Limited Partnership ("RDP"), the developer of the Royal Crowne Plaza Hotel, to access the Royal Palm construction site for construction material and equipment deliveries, and unloading through the 16th Street Public Pedestrian Easement Area, to expedite the Royal Palm Hotel's construction schedule; and WHEREAS, as a result of the negotiations, a License Agreement (the "Agreement"), herein attached, has been drafted to be executed by the RDAlCity, as Owners, MBRI and RDP; and WHEREAS, the Agreement grants a license to RDP to utilize the Easement Area for construction related purposes for a period that shall terminate on the earlier of (a) the issuance of a certificate of occupancy for the Royal Palm Hotel, or (b) March 31, 2001, plus sixty days for completion of the improvements to the Easement Area; and WHEREAS, the improvements to the Easement Area are to consist of decorative interlocking pavers, landscaping, irrigation, lighting, and other decorative features; and WHEREAS, unlike the formerly proposed 15th Street access plan, the use of the Easement Area will have no impact on neighboring properties other than the Loews Hotel; and WHEREAS, in order to minimize the impact to Loews, the proposed Agreement contains certain mitigation provisions; and WHEREAS, RDP has agreed to complete the improvements, originally part of MBRI's scope, at its own expense and to compensate MBRI the sum of$15,000 for attorney's fees and costs incurred in the preparation of the Agreement; and WHEREAS, in return, MBRI has agreed to reimburse RDP, in the amount of $72,000, toward the costs incurred by RDP in connection with the improvements to the Easement Area; and WHEREAS, it is RDP's responsibility that its General Contractor and all its subcontractors and laborers fully abide by the conditions ofRDP's use of the Easement Area, including, but not limited to, the hours of operation, rules and regulations, mitigation, security and lighting, maintenance and fencing, as described in the Agreement; and WHEREAS, the Easement Area will remain restricted to construction access and use during the above-described term and will be converted into a public pedestrian accessway once the improvements are completed; and WHEREAS, the prompt execution of this Agreement will allow, according to RDP, to save approximately one hundred and twenty (120) days off the developer's anticipated construction schedule; and WHEREAS, the Administration and the City Attorney's office have reviewed the attached License Agreement. NOW THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairman and Members of the Miami Beach Redevelopment Agency herein authorize the Chairman and the Secretary to execute a License Agreement by and amongst the Redevelopment Agency, City of Miami Beach, MB Redevelopment, Inc and RDP Royal Palm Crowne Plaza Limited Partnership, for the utilization of 16th Street Public Pedestrian Easement Area for construction access to the Royal Palm Crowne Plaza Hotel site, for a limited time period during construction. PASSED AND ADOPTED THIS 12th DAY OF APRIL,2000. ~~ ATTEST: If(!lwt r YeLL C.lL'--' Secretary Attachment \\CH2\SYS\DOHP\SALL\AJexandrl\Royal Palm\16th 51 RDARe.o.doc Chairman APPROVED AS TO FORM & lANGUAGE & FOR EXECUTION /1{( t1{~ it Red~!opm~"t ,A.ge~r.y '. . ','. w ,~\ '': ",it.:' L/-lt/-jJJ Doto niami Beach Redevelopment Agency :ITY HALL 1700 CONVENTION CENTER DRIVE MIAMIBEACH, FLORIDA 33139 ttp:\\ci.miami-beach. fl. us REDEVELOPMENT AGENCY MEMORANDUM NO. CO -2 Y- DATE: April 12, 2000 FROM: Chairman and Members of the Board of the Miami Beach Redevelopment Agency Lawrence A. Levy ~ Executive Director ~ TO: SUBJECT: A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE A LICENSE AGREEMENT WITH MB REDEVELOPMENT, INC. AND RDP ROYAL PALM HOTEL LIMITED PARTNERSIllP, FOR THE UTILIZATION OF THE 16TH STREET PUBLIC PEDESTRIAN EASEMENT AREA FOR CONSTRUCTION ACCESS TO THE ROYAL PALM CROWNE PLAZA HOTEL SITE, FOR A LIMITED TIME PERIOD DURING CONSTRUCTION. RECOMMENDATION Adopt the Resolution. BACKGROUND & ANALYSIS In connection with the Ground Lease Agreement between the Miami Beach Redevelopment Agency ("RDA"), the City of Miami Beach ("City"), and MB Redevelopment, Inc. ("MBRI"), an Easement Agreement was executed that provides the general public with pedestrian beach access over an Easement Area located along the southerly boundary of and within the Loews Hotel Property, immediately north of the Royal Palm Hotel site. On January 26, the City Commission directed the Administration to seek a renewal of the negotiations between the Loews and Royal Palm Crowne Plaza Hotels to agree on a mutually acceptable use of the Public Pedestrian Easement Area at 16th Street, for the Royal Palm's construction access needs. It should be noted that earlier discussions between MBRI and RDP to utilize the Easement Area failed to produce an agreement, which resulted in RDP's alternative proposal to gain access to its site via the City's right-of-way at 15th Street. Subsequent to the public's negative response to this proposal at the above referenced January 26 Commission meeting, the Administration was directed to seek a renewal of the negotiations between the two parties. -?I-l. AGENDA ITEM.:::Y I DATE~~I2--00 The Administration coordinated a series of meetings to renegotiate the conditions of an agreement with the MBRI, the operator of the Loews Hotel, and the RDP Royal Palm Hotel Limited Partnership ("RDP"), the developer of the Royal Crowne Plaza Hotel, to access the Royal Palm construction site for construction material and equipment deliveries and unloading through the 16'h Street Public Pedestrian Easement Area, to expedite the Hotel's construction schedule. As a result of the negotiations, a License Agreement (the "Agreement"), herein attached, has been drafted to be executed by the RDNCity, as Owners, MBRI and RDP. The Agreement grants a license to RDP to utilize the Easement Area for construction related purposes for a period that shall terminate on the earlier of (a) the issuance of a certificate of occupancy for the Royal Palm Hotel or, (b) March 31,2001, plus sixty days for completion of the improvements to the Easement Area. The improvements to the Easement Area are to consist of decorative interlocking pavers, landscaping, irrigation, lighting, and other decorative features. Unlike the 15th Street access plan, the use of the Easement Area will have no impact on neighboring properties other than the Loews Hotel. In order to minimize the impact to Loews, the proposed Agreement contains certain mitigation provisions. RDP has agreed to complete the improvements, originally part of MBRI's scope, at its own expense and to compensate MBRI the sum of$15,OOO for attorney's fees and costs incurred in the preparation of the Agreement. In return, MBRI has agreed reimburse RDP, in the amount of $72,000, toward the costs incurred by RDP in connection with the improvements to the Easement Area. It is RDP's responsibility that its General Contractor and all its subcontractors and laborers fully abide by the conditions ofRDP's use of the Easement Area, including, but not limited to, the hours of operation, rules and regulations, mitigation, security and lighting, maintenance and fencing, as described in the Agreement. The Easement Area will remain restricted to construction access and use during the above- described term and will be converted into a public pedestrian accessway once the improvements are completed. The prompt execution of this Agreement will allow, according to RDP, to save approximately one hundred and twenty (120) days off the developer's anticipated construction schedule. The Administration and the City Attorney's office have reviewed the attached License Agreement. The Administration recommends that the Chairman and the Members of the Miami Beach Redevelopment Agency authorize the Chairman and the Secretary to execute a License Agreement with MB Redevelopment, Inc and RDP Royal Palm Crowne Plaza Limited Partnership, for the utilization of 16th Street Public Pedestrian Easement Area for construction access to the Royal Palm Crowne Plaza Hotel site, for a limited time period during construction. LAL/8Jt~ ~ \\CH2\sYS\DOHP\SALL\Alexandra\Royal Palm\l6th St RDAMemo,doe LICENSE AGREEMENT THIS LICENSE AGREEMENT (the "Agreement") is made and entered into the 151' day of tv. ~ ' 2000, by and between MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporat and politic (the "Owner"). CITY OF MIAMI BEACH, a municipal corporation of the State of Florida (the "City"), MB REDEVELOPMENT, INC., a Florida corporation ("MB Redevelopment"), and RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, a Florida limited partnership ("RDP"). RECITALS: A. MB Redevelopment is the lessee of certain real property lying, being, and situated in Miami-Dade County, Florida (the "Loews Hotel Property") pursuant to that certain Agreement of Lease entered into by and between Owner and MB Redevelopment, and joined in by the City to the extent provided therein, dated September 20, 1996 and recorded in Official Records Book 17360, Page 4753, of the Public Records of Miami-Dade County, Florida (the "Loews Ground Lease"), pursuant to which MB Redevelopment is, among other things, operating the Loews Miami Beach Hotel (the "Loews Hotel") on the Loews Hotel Property. B. In accordance with Article 21 of the Loews Ground Lease, Owner and the City executed that certain Easement Agreement dated September 20, 1996 and recorded in Official Records Book 17362, Page 109, of the Public Records of Miami-Dade County, Florida (the "Easement Agreement"), pursuant to which an easement was granted to provide the general public with pedestrian access over the Easement Area (as defmed in the Easement Agreement) between Collins Avenue and the Atlantic Ocean beach along the southerly boundary of and within the Loews Hotel Property, a copy of which Easement Agreement is attached hereto and made a part hereof as Exhibit A. C. RDP is the lessee of the that certain real property located immediately to the south of the Loews Hotel Property (the "Crowne Plaza Hotel Property"), pursuant to that certain Agreement of Lease entered into by and between Owner and RDP, and joined in by the City to the extent provided therein, dated October 21, 1997 and recorded in Official Records Book 18170, Page 893, of the Public Records of Miami-Dade County, Florida (the "Crowne Plaza Ground Lease"), pursuant to which RDP is, among other things, in the process of constructing the Royal Palm Crowne Plaza Hotel (the "Crowne Plaza Hotel") on the Crowne Plaza Hotel Property. D. To facilitate the construction of the Crowne Plaza Hotel, RDP, the Owner, and the City desire that RDP be granted a license to utilize the Easement Area for certain purposes related to the construction of the Crowne Plaza Hotel, and the Owner, the City, and MB Redevelopment have agreed to grant RDP such license to facilitate such construction, subject to the terms and conditions hereinafter set forth. NOW THEREFORE, for and in consideration of the mutual promises and agreements herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually covenant and agree as follows: MI982230.0~l I. Incorporation of Recitals. The above recitals are true and correct and are incorporated herein as if set forth in full. 2. License. O~er, the City, and MB Redevelopment hereby grant a license to RDP to utilize the Easement Area for certain purposes related to the construction of the Crowne Plaza Hotel, subject to the terms and conditions of this Agreement. 3. Term. The term of this Agreement shall commence on the date hereof and, unless earlier terminated in accordance with this Agreement, shall terminate on the earlier of (a) the issuance of a final certificate of occupancy for the Crowne Plaza Hotel or (b) March 31,2001 (the "Term"), subject to the additional sixty (60) day period for completion of the Improvements (as hereinafter defined) as described in Section 7(d), below. 4. Permitted Uses of Easement Area. During the Term, RDP may utilize the Easement Area solely for the purpose of deliveries and unloading of material, equipment, and personnel to and from the Crowne Plaza Hotel Property. The Easement Area may not be used by RDP and/or its agents for overnight (i.e., after 7:30 p.m.) parking or storage. MB Redevelopment makes no representations to RDP as the effect, if any, of this Agreement on the easement granted to the public under the Easement Agreement. Upon any termination of the Easement Agreement, this Agreement shall automatically terminate without further notice or instrument. Owner and the City acknowledge that RDP's use of the Easement Area pursuant to this Agreement will necessarily result in the public not being able to use the Easement Area during the Term hereof, and that this Agreement constitutes a temporary closure of the Easement Area for purposes of the Easement Agreement. To construct the Crowne Plaza Hotel, RDP has engaged The Clark Construction Group, Inc. as its general contractor (the "RDP GC"). It is RDP's responsibility to ensure that the RDP GC and all of its subcontractors and laborers fully understand and abide by the conditions of RDP's use of the Easement Area and cooperate with MB Redevelopment's use of the Easement Area for their respective purposes. 5. Rules and RelZUlations. During the Term, the following policies will govern RDP's use of the Easement Area, with such policies subject to reasonable nonmaterial change from time to time at MB Redevelopment's sole discretion, any such changes to be effective upon seven (7) days' prior written notice to RDP: i. Hours of Operation: RDP and the RDP GC may utilize the Easement Area only during the hours of 7:00 a.m. to 7:30 p.m., seven (7) days per week. No exception to this timeframe will be permitted. However, subject to RDP obtaining approval from the City (in its governmental as opposed to proprietary capacity), RDP may utilize the Easement Area for early-morning concrete pours on Monday through Friday only. In addition, MB Redevelopment reserves the right, at its sole discretion, to prohibit RDP's use of the Easement Area for hours and days as may be necessary in order to operate events or maintain the Loews Hotel Property, subject to the following conditions: (A) If the use of the Easement Area by MB Redevelopment will be for two (2) hours or less, then MB Redevelopment shall give RDP at least five (5) days' prior written notice; and (B) If the use of the Easement Area by MB Redevelopment will be from two (2) hours to eight (8) hours, then MB Redevelopment shall give RDP M1982230.0S3 -2- at least ten (10) days' prior written notice (it being acknowledged that MB Redevelopment may not utilize the Easement Area for more than eight (8) consecutive hours); and (C) In any event, for any such use by MB Redevelopment, RDP will use good faith commercially reasonable efforts to accommodate a request by MB Redevelopment even if minimal notice is given by MB Redevelopment to RDP. In addition, RDP will use good faith commercially reasonable efforts to accommodate a request by Owner and/or the City for access to the Easement Area. If RDP and/or the RDP GC utilize the Easement Area at any time or times other than as expressly permitted in this Section 5.i without MB Redevelopment's prior written approval, then RDP shall pay to MB Redevelopment. as liquidated damages and not as a penalty, the following amounts: NUMBER OF VIOLA nONS AMOUNT OF LIQUIDATED DAMAGES 1 - 3 times 4 - 6 times 7 - 8 times 9 - 10 times $ 500.00 per occurrence $1 ,000.00 per occurrence $3,000.00 per occurrence $5,000.00 per occurrence IfRDP and/or the RDP GC violate the permitted timeframes more than ten (10) times, then RDP shall be deemed to be in default of this Agreement, and MB Redevelopment, the Owner, and/or the City, as the sole remedy, shall have the immediate right to terminate this Agreement without the necessity for providing RDP with any notice and/or cure period. It is hereby agreed that MB Redevelopment's damages may be difficult to ascertain and that the amounts set forth above constitute reasonable liquidation thereof and are intended not as a penalty, but as liquidated damages. MB Redevelopment will notify RDP promptly upon MB Redevelopment becoming aware of any such violation of the permitted timeframes. The liquidated damages payable pursuant to this Section 5.i are payable by RDP within thirty (30) days after RDP's receipt (or refusal of delivery) of written notice from MB Redevelopment. ii. Construction Mitigation Program: RDP shall implement and maintain, at its expense, for the duration of the Term the following program to address dust, debris, and noise impacts upon the Loews Hotel: a. Prohibition of tower cranes (not to include boom swings) over the Loews Hotel Property other than the Easement Area (however, RDP acknowledges that the portion of the Loews Hotel Property adjacent to the Easement Area is utilized for, among other things, beach cabanas and the children's camp, and RDP shall operate its tower cranes in recognition of those facts). b. Installation of safety fencing and toe boards adjacent to RDP's construction on the southern border of the Easement Area to the extent necessary to meet OSHA requirements. c. Minimization of music or noise disruptive to guests of the Loews Hotel (but music shall be prohibited in the Easement Area). d. Reasonable control of dust, trash, and debris (including, without limitation, a specific dust control program for the Crowne Plaza Hotel Property). M1982230.0S3 -3- e. Minimization ofvehic1e "idling" in the Easement Area to minimize exhaust fumes and noise, and all vehicles in the Easement Area shall be manned, such that the vehicles can be promptly moved. f. Any reading and unloading by RDP shall occur only on that portion of the Easement Area located east of the loading dock at the St. Moritz portion of the Loews Hotel. HI. Security and Lighting: RDP shall, at its expense, at the end of each day, secure the gates providing access onto the Easement Area at its east and west ends. If RDP at any time fails to so secure the gates, then MB Redevelopment shall have the right, without notice, of securing the gates, and RDP shall reimburse MB Redevelopment immediately upon demand for any reasonable expenses, if any, which MB Redevelopment incurs in effecting RDP's compliance with this subparagraph, and MB Redevelopment shall not be liable to RDP for any damages with respect thereto. In addition, RDP, at its expense, shall also maintain the same security lighting for the Easement Area as exists as of the date hereof, and in any event RDP shall comply with any Florida Department of Environmental Protection requirements relating to lighting. iv. Maintenance: RDP, at its expense, shall fully maintain the Easement Area in connection with RDP's access to and use of the Easement Area, including, without limitation, removing all debris on a daily basis. RDP, at its expense, shall use a basic irrigation system at least three (3) times per day to minimize the impact of dust and debris resulting from RDP's use of the Easement Area, as such dust and debris may affect the Loews Hotel. RDP, at its expense, shall also maintain the construction fence as described below. v. Entry onto Easement Area: RDP may enter the Easement Area from Collins Avenue. vi. Security: RDP, at its expense, shall install an unmanned security gate along the east side of the loading dock at the St. Moritz portion of the Loews Hotel. The exact location of this gate as well as its design and fimction is subject to the prior written consent of MB Redevelopment. 6. Construction of Fence. RDP, at its expense, shall install, no later than thirty (30) days after the date of this Agreement, a temporary six (6')-foot-to-eight (8')-foot high chain link fence along the north side of the Easement Area, at a distance from the western access gate and continuing along the northern border of the Easement Area to the Loews Hotel's existing pool gate. The exact location of this fence as well as its design and fimction is subject to the prior written consent of MB Redevelopment. RDP, at its expense, shall maintain this fence in a "first-class" manner, because the fence will be viewed from the Loews Hotel. Damaged or broken sections, regardless of circumstance or cause, shall be repaired by RDP within three (3) business days after the incident or notice from MB Redevelopment. 7. Completion of Imorovements to Easement Area. (a) RDP agrees to construct for MB Redevelopment, at RDP's expense (except as otherwise expressly set forth below), all improvements to the Easement Area (including, without limitation, walls. curbs, walkway, interlocking pavers, paving, landscaping, irrigation, lighting, and decorative features) (collectively, "Improvements"), as more particularly described in Exhibit B, attached hereto and made a part hereof (the "Improvements Plans and Specifications"). RDP will cause Substantial Completion (as MI982230.0S3 -4- hereinafter defined) of the Improvements, in a good and workerlike manner, and consistent with the level of quality for luxury hotels, no later than the expiration of the Term (the "Substantial Completion Deadline"). RDP hereby provides MB Redevelopment with a one (I) year warranty for the Improvements, such that, fOr a period of one (I) year from the date of Substantial Completion, RDP covenants to repair or replace (if needed) any defect in material or workmanship of the Improvements. Any improvements to the Easement Area previously constructed by MB Redevelopment and/or LMB are excluded from the scope of work of the Improvements required to be constructed by RDP pursuant to this Agreement. As of the date hereof, to the best actual knowledge of MB Redevelopment. there are no underground utilities in the Easement Area except for a two (2") inch water line and a drain pipe. (b) As part of the Improvements, RDP, at its expense, shall remove any temporary fencing and landscaping, and shaH repaint MB Redevelopment's previously-constructed masonry wall, consistent with already-applied colors. RDP, at its expense, shall also repair in accordance with the original Improvements Plans and Specifications, any damage to the adjacent improvements (including, without limitation, the north driveway curb and pavers at the west end of Easement Area). (c) Notwithstanding the foregoing, in connection with the Improvements, MB Redevelopment wiH reimburse RDP $72,000.00 towards the costs incurred by RDP in connection with the Improvements. Such amount wiH be paid to RDP within thirty (30) days after Substantial Completion (as defined in subsection (f) below) of the Improvements. (d) If RDP has not achieved Substantial Completion (as hereinafter defmed) of the Improvements on or before sixty (60) days after the Substantial Completion Deadline (the "Liquidated Damages Deadline"), for any reason whatsoever, then RDP shall pay to MB Redevelopment, as liquidated damages and not as a penalty, an amount equal to $1,000.00 per day for each day from the Liquidated Damages Deadline until the date that RDP has achieved Substantial Completion of the Improvements (the "Liquidated Damages"); provided, however, that for the first thirty (30) days foHowing the Liquidated Damages Deadline, the Liquidated Damages shall be equal to $500.00 per day. It is hereby agreed that MB Redevelopment's actual damages may be difficult to ascertain and that the Liquidated Damages constitutes reasonable liquidation thereof and is intended not as a penalty, but as liquidated damages. For each day of Liquidated Damages that may be payable by RDP pursuant to this Section 7(d), the Liquidated Damages for each such day are payable by RDP within thirty (30) days after the date that each such day's Liquidated Damages accrue. (e) In addition to RDP's responsibility to pay the Liquidated Damages as described above, if RDP fails to achieve Substantial Completion of the Improvements by the Liquidated Damages Deadline, then MB Redevelopment shall have the right, upon written notice to RDP, to cause Substantial Completion of the Improvements (by or through the RDP GC or otherwise), and any and all costs and expenses incurred by MB Redevelopment in effecting such Substantial Completion shall be paid to MB Redevelopment within thirty (30) days after Substantial Completion and RDP's receipt of reasonably detailed invoices. M1982230.0S3 -5- (t) For purposes of this Agreement, "Substantial Completion" shall mean that (i) the Improvements shall have been completed (free of construction liens) substantially in accordance with the Improvements Plans and Specifications, (ii) a certificate (certified to MB Redevelopment and the Agency on the standard AlA: certification form) shall have been obtained from the either the architect that prepared the Improvements Plans and Specifications or RDP's architect of record for the Crowne Plaza Hotel substantially stating that the certifying architect has examined the Improvements Plans and Specifications and that, in its professional judgment, after diligent inquiry, construction of the Improvements has been Substantially Completed in accordance with the Improvements Plans and Specifications and, as constructed, the Improvements comply with all applicable Requirements (as hereinafter defined), and (iii) all of the Improvements shall have been issued certificates of completion and/or occupancy. "Requirements" means any and all laws, constitutions, rules, regulations, orders, ordinances, charters, statutes, codes, executive orders, and requirements of the United States of America, the State of Florida, the City of Miami Beach, Miami-Dade County, the Agency (in its governmental as opposed to proprietary capacity) and any agency, department, commission, board, bureau, instrumentality or political subdivision (including any county or district) of any of the foregoing, now existing or hereafter created, having jurisdiction over MB Redevelopment or over or under the Loews Hotel Property or any portion thereof or any street. road, avenue or sidewalk comprising a part of, or in front of, the Loews Hotel Property, or any vault in or under the Loews Hotel Property, or airspace over the Loews Hotel Property (including, without limitation, any of the foregoing relating to handicapped access, the Building Code of the City and the laws, rules, regulations, orders, ordinances, statutes, codes, and requirements of any applicable Fire Rating Bureau or other body exercising similar functions); the temporary and/or permanent certificate or certificates of occupancy issued for the Loews Hotel Property as then in force; and the requirements of the Davis-Bacon Act (40 U.S.C. 9 276(a)), if applicable, and the requirements of the City of Miami Beach Ordinance No. 94-2960. (g) RDP's obligation to construct the Improvements and provide the one-year warranty therefor shall survive the expiration of the Term or any termination of this Agreement (whether by default or otherwise). (h) Title to the Improvements and all portions thereof shall at all times remain vested in MB Redevelopment. 8. Compliance with Laws; Construction Liens. (a) In connection with its use of the Easement Area and its obligations under this Agreement, RDP agrees to comply with all applicable Requirements. (b) RDP shall promptly pay for all materials supplied and work done in respect of the Improvements to the Easement Area so as to ensure that no lien is recorded against any portion of the Loews Hotel Property (including, without limitation, the Easement Area) or against MB Redevelopment's interest therein. If a lien is so recorded, RDP shall discharge it promptly by payment or bonding. If any such lien against the Loews Hotel Property or MB Redevelopment's interest therein is recorded and not discharged by RDP as above required 'Within ten (10) days following written notice to RDP, MB Redevelopment shall have the right to remove such lien by bonding or payment and the costs M1982230.0S3 -6- thereof (including without limitation attorneys' fees and costs related thereto) shall be paid immediately from RDP to MB Redevelopment. 9. Repair of Dalnal!e. RDP wil1 immediately repair or cause to repair any damage to the Loews Hotel Property caused by, through, or under RDP or the RDP GC or any of its subcontractors, laborers, or material suppliers. Upon receipt of written notice from MB Redevelopment, RDP shall complete any repairs within three (3) business days, or such timeframe as may be agreed to by MB Redevelopment if repair work is extensive. If RDP fails to perform any of its obligations under this Agreement, MB Redevelopment shall have the right, but not the duty, upon prior written notice. to correct any condition and/or to make repairs and/or to perform maintenance, and the reasonable costs thereof shall be paid by RDP promptly after written notice of the same. Notwithstanding the foregoing provisions of this paragraph, RDP shall not be responsible for repairing or restoring any damage to the Easement Area or the improvements located therein or thereon (including, without limitation, any fencing) caused by the acts, omissions, or negligence of MB Redevelopment, LMB, the Owner, or the City, or their respective agents, employees, or contractors. 10. Indemnity. RDP shall indemnify and hold the Hotel Owner Indemnified Parties (as defined in paragraph 4 of the Easement Agreement) harmless from all loss, cost, liability, claim, damage and expense (including, without limitation, reasonable attorneys' fees and disbursements), penalties and fines, incurred in connection with or arising from any acts, omissions or negligence of RDP or any person or other entity claiming through or under RDP in. about, or concerning the Easement Area, or arising in any way out of RDP's responsibilities under this Agreement, except to the extent any of the foregoing is caused by the gross negligence or wil1ful misconduct of any of the Hotel Owner Indemnified Parties, or the Owner, the City, or their respective agents, employees, or contractors. RDP shall indemnify and hold the Owner Indemnified Parties (as defined in paragraph 4 of the Easement Agreement) harmless from all loss, cost, liability, claim, damage and expense (including, without limitation. reasonable attorneys' fees and disbursements), penalties and fines, incurred in connection with or arising from any acts, omissions or negligence of RDP or any person or other entity claiming through or under RDP in, about, or concerning the Easement Area, or arising in any way out of RDP's responsibilities under this Agreement. except to the extent any of the foregoing is caused by the gross negligence or wil1fu1 misconduct of any of the Owner Indemnified Parties, or MB Redevelopment or its agents, employees, or contractors. MB Redevelopment shall indemnify and hold RDP, its agents, employees, and contractors harmless from all loss, cost, liability, claim, damage and expense (including, without limitation, reasonable attorneys' fees and disbursements), penalties and fines, incurred in connection with or arising from any acts, omissions or negligence of Hotel Owner Indemnified Parties, in, about, or concerning the Easement Area, except to the extent any of the foregoing is caused by the gross negligence or wil1ful misconduct of any of RDP or its agents, employees, or contractors. Except to the extent RDP is responsible to indemnify the Hotel Owner Indemnified Parties and the Owner Indemnified Parties (each as defined in paragraph 4 of the Easement Agreement), nothing MI9822JO.OSJ -7- contained in this Agreement shall be deemed to modify the indemnity obligations of MB Redevelopment, the Owner, and the City as set forth in paragraph 4 of the Easement Agreement. The indemnities deseribed herein shall survive the expiration of the Term or any termination of this Agreement. II. Insurance. RDP (at RDP's expense and/or the RDP GC's expense) shall provide MB Redevelopment, the Owner, and the City with a Certificate of Insurance for a policy or policies of commercial general liability (including without limitation property damage) insurance with respect to RDP's activities in the Easement Area, issued by and binding upon an insurance company licensed in Florida, such insurance to afford minimum protection of not less than $2,000,000.00 combined single limit coverage of bodily injury, property damage, or combination thereof. RDP's insurance coverage obtained in accordance with this paragraph shall include "MB Redevelopment, Inc., Loews Hotels, Inc., and the respective parents, subsidiaries, and affiliates of MB Redevelopment, Inc. and Loews Hotels, Inc., the City of Miami Beach, the Miami Beach Redevelopment Agency, and Bankers Trust Company, its successors and/or assigns, as Agent" named as additional insured parties to same. Each policy shall provide that it may not be canceled or substantially modified without thirty (30) days' prior written notice to MB Redevelopment. If requested by MB Redevelopment, RDP shall deliver to MB Redevelopment copies of the insurance policies required under this Agreement. RDP shall also maintain workers' compensation insurance to provide statutory benefits as required by the laws of the State of Florida. The Certificates of Insurance are attached hereto and made a part hereof as Exhibit C. 12. Default and Termination. MB Redevelopment, the Owner, and/or the City may terminate this Agreement only for cause, provided that five (5) business days' written notice is forwarded to RDP, in which five (5) business days RDP can cure the default, unless the cure reasonably requires more than five (5) business days, in which event RDP shall have an additional reasonable time to cure the default, provided RDP commences to cure with in such five (5) business day period and thereafter diligently prosecutes the cure to completion, but in no event shall such additional time exceed thirty (30) days. Notwithstanding the foregoing, if RDP fails to perform any obligation under this Agreement more than six (6) times in any period of six (6) months (except with respect to the ten (10) violations of the hours of operation, as provided in Section 5.i, above), notwithstanding that RDP has corrected any previous failures within the applicable cure period, then any further failure shall automatically give MB Redevelopment, the Owner, and/or the City the immediate right to terminate this Agreement without the necessity for providing RDP with any notice and cure period. RDP shall pay on demand to MB Redevelopment, the Owner, and the City, as applicable, all costs incurred by MB Redevelopment, the Owner, and the City, as applicable, including, without limitation, reasonable attorneys' fees and costs at all tribunal levels, incurred by MB Redevelopment, the Owner, and the City, as applicable, in enforcing any of the obligations of RDP under this Agreement. Notwithstanding the foregoing, in the event of an arbitration as described in Section 30, below, the arbitrator shall have the power to award to the prevailing party its costs and expenses incurred in such arbitration, including reasonable attorneys' fees. MI9822JO.OSJ -8- 13. Performance at Each PartY's Sole Cost and Expense. Unless otherwise expressly provided in this Agreement, when either party exercises any of its rights, or renders or perfonns any of its obligations hereunder, such party shall do so at its sole cost and expense. ~ 14. Time. Time is of the essence of this Agreement. 15. Notice. Unless otherwise provided herein. all notices and other communications which may be or are required to be given or made by any party hereto in connection with this Agreement shall be in writing and shall be sent by United States mail, postage prepaid, registered or certified, return receipt requested, or by overnight express delivery service, to the respective addresses set out below, or to such other addresses as are from time to time specified by written notice delivered in accordance herewith: If to MB Redevelopment: MB Redevelopment, Inc. Loews Miami Beach Hotel General Manager 1601 Collins Avenue Miami Beach, Florida 33139 and: Loews Hotels, Inc. 667 Madison Avenue New York, New York 10021-8087 Attention: Corporate Secretary if to Owner and/or the City: Miami Beach Redevelopment Agency Executive Director 1700 Convention Center Drive Miami Beach, Florida 33139 with a copy to: Miami Beach Redevelopment Agency General Counsel 1700 Convention Center Drive Miami Beach, Florida 33139 and: City of Miami Beach City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 with a copy to: City of Miami Beach City Attorney 1700 Convention Center Drive Miami Beach, Florida 33139 M19822JO.OS3 -9- If to RDP: RDP Royal Palm Hotel Limited Partnership c/o Peebles Atlantic Development Corporation 100 S.E. 2nd Street, Suite 4650 Miami. Florida 33131 Attention: Mr. Richard A. Madof, Senior Vice President : with a copy to: Donohoe Development Co. 2101 Wisconsin Avenue, NW Washington, D.C. 20007 Attention: Mr. Christopher A. Bruch, Development Director 16. No AssilZI1IIlent. It is agreed by the parties that this Agreement and the license granted hereby is personal to RDP. No assignment of this Agreement or any interest therein and no sublicense for any pwpose shall be made or granted by RDP. Except as otherwise expressly set forth herein, this Agreement constitutes a revocable license and shall not be construed as a lease or an easement. This Agreement shall not be construed as creating a license coupled with an interest or grant. RDP agrees that it does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Easement Area by virtue of this Agreement or its use of the Easement Area. 17. Owner's and City's Governmental Capacity. Nothing in this Agreement or in the parties' acts or omissions in connection herewith shall be deemed in any manner to waive, impair, limit, or otherwise affect the authority of the Owner or City in the discharge of its police or governmental power. 18. Remedies Cumulative. Except for the liquidated damages provisions set forth in Section 5.i and Section 7( d), each right and remedy of either party provided for in this Agreement shall be cumulative and shall be in addition to every other right or remedy provided for in this Agreement, or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by a party of anyone or more of the rights or remedies provided for in this Agreement, or now or hereafter existing at law or in equity or by statute or otherwise, shall not preclude the simultaneous or later exercise by such party of any or all other rights or remedies provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise. 19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall represent one instrument. 20. Successors and Assi""". The agreements, terms, covenants, and conditions herein shall be binding upon, and insure to the benefit of, Owner, the City, MB Redevelopment, and RDP, and, except as otherwise expressly provided herein, their respective successors and assigns. 21. No Recordimz. No party hereto shall cause this Agreement or any amendments hereto or any memoranda hereof to be recorded in any Public Records. 22. No Waiver. If MB Redevelopment, the Owner, and/or the City excuse or condone any default by RDP of any obligation under this Agreement, this shall not be a waiver of such obligation in respect of any continuing or subsequent default and no such waiver shall be implied. MI9822JO.OSJ -10- 23. Severability. If any provISIon of this Agreement is held or rendered illegal or unenforceable, it shall be considered separate and severable from this Agreement and the remaining provisions of this Agreement shall remain in force and bind the parties as though the illegal or unenforceable provision had never been included in this Agreement. 24. Entire Agreement: Modification. This Agreement sets forth the entire agreement between the parties specifically relating to subject matter of the license granted hereby and there are no other agreements or understandings between them relating to RDP's use of the Easement Area. This Agreement may not be modified except by agreement in writing executed by the parties. 25. Captions: References. The captions of this Agreement are for the purpose of convenience of reference only, and in no way define, limit or describe the scope or intent of this Agreement or in any way affect this Agreement. All references in this Agreement to the terms "herein, "hereunder," and words of similar import shall refer to this Agreement, as distinguished from the paragraph or Section within which such term is located. 26. GoveminlZ Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida, without regard to principles of conflict of laws. 27. Loews Corporation Completion Guarantee. Notwithstanding anything to the contrary contained in that certain Completion Guarantee dated September 20, 1996 given by Loews Corporation in favor of the Owner and the City, the Owner and the City hereby acknowledge and agree that, Loews Corporation's Completion Guarantee shall no longer be applicable to the completion of the Improvements to the Easement Area, and that for all purposes, the term "Project" as used in the Loews Corporation Completion Guarantee shall not include the Improvements pursuant to this Agreement or any other work in connection with the Easement Area, and that Loews Corporation is hereby released from any and all obligations under the Loews Corporation Completion Guarantee. with respect to the Easement Area. In addition, notwithstanding anything to the contrary contained in the Loews Ground Lease, the Hotel Development Agreement relating thereto, and/or the Easement Agreement, the Owner and the City hereby acknowledge and agree that MB Redevelopment is no longer responsible for the completion of the Improvements to the Easement Area, and that for all purposes, the term "Project" as defined in the Hotel Development Agreement shall not include the Improvements pursuant to this Agreement or any other work in connection with the Easement Area, and that MB Redevelopment is hereby released from any and all obligations under the Loews Ground Lease, the Hotel Development Agreement relating thereto, and the Easement Agreement with respect to the obligation to construct any improvements or installations to the Easement Area. Upon written request of Loews Corporation and/or MB Redevelopment, the Owner and the City shall execute any other instruments reasonably necessary to reflect the foregoing. 28. Intentionallv Omitted. MI982230:0S3 -11- 29. Attornevs' Fees. Simultaneously with its execution of this Agreement, RDP shall pay to MB Redevelopment the sum of $15,000.00 to compensate MB Redevelopment for the attorneys' fees and costs incurred by MB Redevelopment in the preparation, negotiation, and consummation of this Agreement. 30. Arbitration. (a) Any dispute, disagreement, controversy or claim between Owner, the City, MB Redevelopment, and/or RDP arising out of or relating to this Agreement, or the breach hereof (a "Dispute") shall be resolved by expedited arbitration administered by the American Arbitration Association ("AAA") as provided in this Section and the Commercial Arbitration Rules of the AAA (the "AAA Rules") in effect as of the commencement of the applicable arbitration proceeding, except to the extent the then current AAA Rules are inconsistent with the provisions of this Section, in which event the terms hereof shall control. The arbitration shall be governed by the United States Arbitration Act and the Florida Arbitration Code to the extent the Florida Arbitration Code is not inconsistent with the United States Arbitration Act and this Section, and judgment upon the award entered by the arbitrators may be entered in any court having jurisdiction. (b) Florida. Any arbitration pursuant to this Section shall be conducted in Miami-Dade County, (c) (i) The arbitration shall be conducted by one (1) arbitrator in accordance with the AAA Rules for Expedited Procedures, which arbitrator shall be selected in accordance with the AAA Rules for Expedited Procedures, and which arbitrator shall have had experience in large-scale commercial construction. (ii) In connection with any arbitration proceeding: (A) No arbitrator shall have been employed or engaged by a party hereto or its hotel or construction consultants within the previous five (5) year period; (B) The arbitrator shall be neutral and independent of the parties to this Agreement and their respective hotel and construction consultants; (C) No arbitrator shall be affiliated with either party's auditors; and (D) No arbitrator shall have a conflict of interest with (including, without limitation, any bias towards or against) a party hereto or its then current hotel and construction consultants. (d) The award of the arbitrator shall be accompanied by a statement of the reasons upon which the award is based. The arbitrator shall not have the power to modify this Agreement. The arbitrator shall have the power to require the termination of this Agreement for an uncured default by RDP hereunder. The arbitrator shall have the right to award to the prevailing party its costs and expenses incurred in such arbitration, including reasonable attorneys' fees. The award may not include, and the parties specifically waive, any award of punitive damages. The fees and costs of the arbitrator shall be borne equally by the parties. (e) The arbitrator may consolidate proceedings with respect to any Dispute under this Agreement with proceedings with respect to any related controversy, provided that any parties to such controversy who are not parties to this Agreement consent to such consolidation. MI982230.0S3 -12- (t) The parties will cooperate in the exchange of documents relevant to any Dispute. Deposition or interrogatory discovery may be conducted only by agreement of the parties or if ordered by the arbitrator. In considering a request for such deposition or interrogatory discovery, the arbitrator shall take into account that the parties are seeking to avoid protracted discovery in connection with any arbitration proceeding hereunder. (g) If a party determines that a Dispute presents such party with an extraordinary situation that requires it to seek emergency provisional relief prior to the appointment of the arbitrator who will determine such Dispute, it may seek such emergency provisional relief from any court having jurisdiction; provided, however. that (i) in order to obtain any such relief, the court shall determine that such party has met any applicable standards imposed by the law applicable to the relief requested with respect to such party's rights to such relief and (ii) such relief may only be sought and obtained on the condition that any order entered by the court will expire ten (10) days after the appointment of the arbitrator unless the party that sought the order renews its application for emergency provisional relief to the arbitrator within such ten (10) day period, which arbitrator shall then make de novo any findings of fact that may be required in ruling on such renewed application. The prevailing party in such court action for emergency provisional relief shall be entitled to recover its costs and expenses incurred in such litigation, including reasonable attorneys fees. 3 I . Interest for Late Pavrnents. Any payments required to be made pursuant to this Agreement not made when due and payable shall bear interest at a rate equal to the lesser of (a) the prime rate in effect from time to time at Citibank. N.A. (or The Chase Manhattan Bank, N.A., if Citibank. N.A. shall not then have an established prime rate; or the prime rate of any major banking institution doing business in New York City, as selected by 118 Redevelopment, if none of the aforementioned banks shall be in existence or have an established prime rate), plus four (4%) percent per annum, or (b) the highest rate permitted by law. Such interest shall be computed for the entire period for which the amount is overdue and which shall be in addition to and not in lieu of any other rights and remedies provided for in this Agreement. 32. Condition Precedent. Notwithstanding anything to the contrary contained in this Agreement, this Agreement, and the obligations of the parties hereunder, are subject to the satisfaction, within the time period set forth below, of the following condition precedent: Within fourteen (14) days after the date of this Agreement, RDP, at its expense, shall (i) provide reasonably satisfactory evidence to 118 Redevelopment, the City, and the Owner that RDP has caused the payment and performance bond issued in connection with the construction of the Crowne Plaza Hotel to be amended to reflect that RDP and the RDP GC are responsible for the Improvements to the Easement Area and (ii) cause the RDP GC to provide a letter addressed to 118 Redevelopment, the City, and the Owner acknowledging that such payment and performance bond issued in connection with the construction of the Crowne Plaza Hotel has been amended to reflect that RDP and the RDP GC are responsible for the Improvements to the Easement Area and that the RDP GC will therefore construct the Improvements to the Easement Area if the bonding company so requests. The form and content of such letter from the RDP GC shall be reasonably satisfactory to 118 Redevelopment, the City, and the Owner. 1.11982230.053 -13- If the condition precedent set forth above has not been duly and timely satisfied as provided above, for any reason whatsoever, then MB Redevelopment, the Owner, and/or the City may elect to terminate this Agreement by written notice to the other parties, whereupon this Agreement shall be deemed to be void and of no further force or effect and the parties shall be relieved of all further obligations under this Agreement. However, if any of the aforementioned parties elect to terminate this Agreement and RDP then satisfies the condition precedent set forth above within ten (10) days after delivery of the termination notice, then the termination shall be void and of no further force or effect, and this Agreement shall continue in full force and effect. MB Redevelopment, in its sole discretion, may elect to allow RDP to utilize the Easement Area prior to the satisfaction of the condition precedent set forth above; provided, however, that such election by MB Redevelopment shall not be deemed to waive MB Redevelopment's, the Owner's, and/or the City's right to terminate this Agreement as set forth above if the condition precedent set forth above has not been duly and timely satisfied as provided above. 33. Amendment of Permits. (a) RDP, at its expense, shall use reasonable efforts to cause the City (in its governmental capacity) to amend, within thirty (30) days after the date of this Agreement, (i) MB Redevelopment's building permit for the Loews Hotel to reflect that the Improvements to the Easement Area are no longer part of the work to be performed under MB Redevelopment's building permit. and (ii) RDP's building permit for the Crowne Plaza Hotel to reflect that the Improvements to the Easement Area are now a part of the work to be performed under RDP's building permit. (b) RDP, at its expense, shall use reasonable efforts to cause the Florida Department of Environmental Protection to amend, within thirty (30) days after the date of this Agreement, (i) MB Redevelopment's coastal construction permit for the Loews Hotel to reflect that the Improvements to the Easement Area are no longer part of the work to be performed under MB Redevelopment's coastal construction permit, and (ii) RDP's coastal construction permit for the Crowne Plaza Hotel to reflect that the Improvements to the Easement Area are now a part of the work to be performed under RDP's coastal construction permit. The parties shall jointly cooperate in such amendments and/or obtaining of any other permits, licenses, and approvals necessary for the construction of the Improvements. In any event (whether or not such permits are amended), RDP, at its expense, shall be responsible to comply with any and all obligations arising out of such permits as well as any and all other permits, licenses, and approvals obtained or to be obtained in connection with the Improvements to the Easement Area. [signatures begin on next page] M/982230.0lJ -14- IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. .. MIAMI BEACH REDEVELOPMENT AGENCY ATTEST: By: '1 /1 ~Gt"cL:r \~oCl eLLL\. Robert Parcher Secretary By: rtIJ Neisen Kasdin Chairman STATE OF FLORIDA ) )ss: ) APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 1JIJ! 1 /F ' ". . pl~t.t>,__ L/fl,th, ~mentAgllllCJ 'DIiIlt GIneral C<ullIII COUNTY OF MIAMI-DADE , The foregoing instrument was acknowledged before me this ~ [{a day of c.1~f./ , 2000, by Neisen Kasdin, as Chairman, and Robert Parcher, as Secretary, of MlA.!v~1 BEACH REDEVELOPMENT AGENCY, a public body corporate and politic, on behalf of such public body. They are personally known to me or produced valid Florida driver's licenses as identification. /~,~~ Notary ~c,~te OfFlt6 Print Name: rZ y r 'I -f2 y 71 4' 11 de z- I I om KERRY HERNANDEZ NCYl'ARY I'UBLIC srATE OF FLORIDA COMMISSION NO. CC832806 MY COMMISSION EXP. MAY 3 My commission expires: I0Il982230.053 -15- A TrEST: /1 ~tllL\rr QU_(:~ Robert Parcher City Clerk By: STATE OF FLORIDA CITY OF MIAMI BEACH riJ By: APPROVED AS TO FOR-V, & LANGUAGE 2. FOR EXECUTION Neisen Kasdin Mayor ~tI!Jf!(OIt/I~ 1/~llrp C nsv Dar. ) )ss: COUNTY OF MIAMI-DADE ) ~. The foregoing instrument was acknowledged before me this ;JiM day of ,,;.v , 2000, by Neisen Kasdin, as Mayor, and Robert Parcher, as Secretary, of the CITY OF BEACH, a municipal corporation of the State of Florida, on behalf of such municipal corporation. They are personally known to me or produced valid Florida driver's licenses as identification. KERRY HERNANDEZ NOTARY PUBUCsrATE OF FLORIDA COMMISSION NO. CC832806 MY COMMISSION EXP. MAY 3 My commission expires: MI982230.0S3 )lq;fd'r5?~ -16- ME REDEVELOPMENT, INC. ATTEST: BY:~~ Gte.,;"? 20,..);; 11-&3 Secretary By: Name: Title: G2Ci~:<J.LJ ,J I'" It /l.s ( 1> .tlr- ('t STATE OF N~ Y~f1. COUNTY OF Nt\.-- Y<h J( ) )ss: ) V1J ~ . The foregoing instrument was acknowledged before me this L-;:IJ:; day of P7fJU ,2000 by Gar y w (Nt (-1:0,<) ~...>1- , as U,c.~ fre.Jicf4,t- , and ~(J\" "2<\,..'1;", , as~ Secretary, of ME REDEVELOPMENT, INC., a Florida corporation, on behalf of such corporation. They are personally known to me or produced as identification. ll~ilJfA Notary Public, State of Print Name: My commission expires: ,1~.'.!jC:. D:7.:.-:,pm:J . '" "","-,;.:.,: :~. :::.>.<.:; ~':~~,~-,~.,ji' ~<cwVctc ~;, .- ::.~- -:'~':;:..: -'f . "' .\ - . .' ,~. ,.' ~ ,~;;.i~i [,'~:,~:},:/);~:t~:bFr;tl! :. ;;';'~~C;: ~;;'C3 Ji.ir.J ~I :2:CCO MI982230.DOC -17- RDP ROYAL PALM HOTEL LIMITED PARTNERSHIP, a Florida limited partnership -- By: PADC HOSPITALITY CORPORATION I, a Florida corporation, as General Partner ATTEST: BY~JY~ Secretary By: ~~ N~e: ~ -1 Title: V,,,,, P,..""A~+- /"",1 STATE OF .~/, C,. ) )ss: )( '..... #.(. t / COUNTY OF J', I. ,', _.. The foregoing instrument was acknowledged, before me this day of I.L -! 2000" by r. /,/... ,- - '. ,- as ,and ,I, '.' " :~ , as Secretary, of PADC HOSPITALITY CORPORATION I, a Florida corporation, on behalf of such corporation, which corporation is General Partner of RDP ROYAL PALM HOTEL LIMITED P ARmERSHIP. a Florida limited partnership, on behalf of such limited partnership. They are personally known to me or produced as identification. I ---,/ / . /., /./ '...: /1/ / ~ //_/~"",,'~_. Notary Public, St,!!le of -'-: /,'" "C ,'. Print Name: '. <.: / I b/ ~ _ / "r ./ My commission expires: OFFICIAL NOTARY SEAL TERRY KNOX NOTARY P1lBLIC Sf ATE Of FLORIDA COMMI5Sl0N NO. CC854013 MY.COMMJS!lION EXP. TuLY 12 1003 M1982230.0S3 -18- ~ MI982230.0S3 Exhibit A Copy of Easement Agreement , EXHIBIT A ~Fc: I 7362rro I 09 PREPARED BY AND TO BE RETURNED TO: -. 96R429263 1996 SEP 23 15:00 DOCSTPOEE 0,60 SURTX O. 45 HARVEY RlJVIM, CLERK DADE COUNTY, Fl KOLLEEN O. P. COBB, ESQ. HUGHES HUBBARD & REED LLP 201 South Biscayne Blvd. Suite 2500 Miami, Florida 33131 EASEMENT AGREEMENT THIS EASEMENT AGREEMENT (the "Agreement") is made this 'UJ day of ~, 1996 by the Miami Beach Redevelopment Agency, a public body corporate and politic (the "awner") and the City of Miami Beach, a municipal corporation of the State of Florida (the "Cltyj. RECITALS: A. OWner is the fee simple owner of the real property described in exhibit A attached hereto and made a part hereof (the "Propertyj, lying, being and situated in Dade County, Florid.. B. MB Redevelopment, Inc., a Florida corporation ("Hotel OWner") is the lessee of the Property pursuant to that certain Agreement of Lease entered into by and between OWner and Hotel Owner, and joined in by the City to the extent provided therein, of even date herewith (the "Ground L....j, pursuant to which Hotel OWner shall, among other things, construct, own, manage and operate a convention center hotel (the "Hoteij on the Property, which Ground Lease is intended to be recorded among the Public Records of Dade County, Florida prior to the recordation hereof. C. In accord.nce with Article 21 of the Ground Le.se, OWner desires to create an easement to provide the public with pedestrian access between Collins Avenue and the Atlantic Ocean beach along the southerly boundary of and within the Property, as more particularly described in exhibit B, attached hereto and made a part hereof (the "E..ement Are.j, on the terms and conditions hereinafter set forth. D. In consideration of the creation of the public pedestrian access to the beach, the City has agreed to provide appropriate maintenance and security for the Easement Area, on the terms and condition. hereinafter set forth. E. Hotel OWner consents to such easement on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the payment of ten ($10.00) dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound, agree as follows: MI882I10.071at17/M 11 \ m: I 7362r(o II 0 1. Grant of Easement. Owner does hereby grant and create, for the benefit of the general public, a non-exclusive easement for pedestrian non-eommercial access over the Easement Anla_JJntil the termination of the easement described herein pursuant to the terms hereof, subject to Hotel Owners use of the Easement Area for the following purpcses: (i) all lawful uses not inconsistent with the purpose of the easement described herein or the Ground Lease fer 10 long as the Ground Lease is in full force and effect, (Ii) use of the Easement Anla in connection with the ownership, use and operation of the Hotel or any of the facilities thereon, including, but not limited to, maintenance, deliveries, and trash removal; and (iii) use of the Easement Anla to allow emergency vehicular access to the beach. 2. Maintenance. Owner and the City, at their sole cost and expense, shall be required to maintain, repair, replace and restore any improvements located in the Secured Area (as hereinatler defined) in good repair and condition which includes, but is not limited to, garbage removal daily. All repairs and replacements made by the City or Owner shall be substantially equal in quality and class to the original quality of the improvements being repaired or replacecl. A description of the initial improvements and the specifications thereof are described on Exhibit C attached hereto and made a part hereof. The City agrees to maintain separate meters in its name for electricity and irrigation associated with the Easement Anla. If Owner and the City fail to perform their obligations under this paragraph 2, the Hotel Owner shall have the right, but not the duty, upon thirty (30) days' prior written notice, to correct such condition and to make such repairs or to perform such maintenance, and the cost thereof shall be paid by Owner promptly atler notice of the same. Notwithstanding the foregoing provisions of this paragraph 2, neither Owner nor the City shall be responsible for repairing or restoring any damage to the Easement Area or the improvements located therein or thereon caused by the acts, omissions or negligence of Hotel Owner. The repair or resto':1tion of any such damage shall be' performed at the sole cost and expense of Hotel Owner. If the Hotel Owner fails to make such repair or restoration for such damage, the Owner shall have the right, but not the duty, upon thirty (30) days' prior written notice, to make such repairs or restoration, and the cost thereof shall be paid by Hotel Owner promptly after notice of the same. 3. Security. The City, at its sole cost and expense, shall be responsible for providing police protection for the Easement Area to the same extent as the City provides police protection to the surrounding area. Notwithstanding the foregoing, Hotel Owner shall have the right to control access in and to that portion of the Easement Area described in Exhibit 0 attached hereto and made a part hereof (the "Secured Areaj atler sundown and before sunrise by locking and unlocking all of the fences and gates installed as part of the improvements in the Easement Anla, subject to the City's right to open such fences or gates from time to time for governmental purposes. The City and Owner acknowledge that Hotel Owner has unlimited access to the Easement Area at all times. MI882e10.07181171&lS -2. m: I 7362f(() III , ... Indemnity. The Owner and City shall indemnify and hold the Hotel Owner Indemnified Parties (al defined in the Ground Lease for "Tenant Indemnified Parties" with the references to "Tenant" in IUch definition being, for purposes of this paragraph 4, references to "Hotel OWner") harmless from all loss, COlt, liability, claim, damage and expense (including, without limitation. reasonable attorneys' fees and disbursements), penalties and fines, incurred in connection with or arising from any ads, omissions or negligence of the Owner or City made in its or their proprietary capacity or any person or other entity claiming through or under the Owner or City (in their proprietary capacity only) in, about or conceming the Easement Area, except to the extent any of the foregoing is caused by the grou negligence or willful misconduct of any of the Hotel Owner Indemnified Parties. Pursuant to the preceding paragraph, Hotel Owner shall indemnify and hold the Owner Indemnified Parties (as defined in the Ground Lease for .Owner Indemnified Partlesj harmlesa from all loss, cost. liability, claim, damage and expense (including, without limitation, reasonable attomeys' fees and disbursements), penalties and fines, incurred in connection with or arising from any ads, omissions or negligence of Hotel Owner Indemnified Parties, in, about or concerning the Easement Area, except to the extent any of the foregoing is caused by the groll negligence or willful misconduct of any of the Owner Indemnified Parties. The indemnities described in this Section .. shall survive the termination of this Agreement 5. Easements and Covenants Run with the Land. Each and all of the easements, covenants, obligations and rights granted or created under the terms of this Agreement are appurtenant to the Property and the Easement Area. The provisions hereof shall run with the land, shall be binding on and shall inure to the benefit of the parties hereto and the general public, and, subject to paragraph 7, below, may be waived or modified only by written instrument executed by the parties in recordable form. e. Performance at Each Party's Sole Cost and Expense. Unleu otherwise expressly provided in this Agreement, when either party exercises any of its rights, or renders or performs any of its obligations hereunder, such party shall do so at its sole cost and expense. 7. Termination. On the date hereof, there exists public access to the Atlantic Ocean beach from (I) 17th Street, Miami Beach. Florida and (ii) 15th Street, Miami Beach, Florida (each an "Accesa Areaj and it is a condition of the easement described herein that both of the referenced beach access areas remain open to the public at all times after sunrise and until sundown, except for a temporary closure in the ordinary course of business or a temporary closure for reasons of force majeure. If either Access Area closes for any reason (other than a temporary closure in the ordinary course of business or a temporary closing for force majeure reasons), the easement described herein shall MIge2810.0718/171ll8 .3- m: I 7362rro 112 , aUlQmatically tenninat8 and be of no further force or effect. including, but not limited to, the tennination of the rights of third parties. At the Hotel Owner's request, the Owner and City will execute such documents, in recordable fonn, as necessary to reflect such tennination. IN WITNESS" 'MiEREOF this Agreement has been executed as of the date first above written. MIAMI BEACH REDEVELOPMENT AGENCY By:_~r r~ Robert Parcher Secretary By: ATTEST: r Gelber n I BEACH ATTEST: By: ~ p~ Robert Parcher City Clerk r Gelber By FORM APPROVED REDEVB.OPMENT AGENCY GENERAL CO~E1. By,I/~~ Date 9/H3A6 . Date - . MIll82e10.0718117/V1 4- , iVc: '7362f({) 113 STATE OF FLORIDA ) )ss: ) COUNTY OF DADE ~- " ~( ~ The fOregoing instrument was acknowledged before me this .....:::..... day of ~. 1996, by Seymour Gelber, as Chainnan, and Robert Parcher, as Secretary, of the MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic, on behalf of such public body. They are personally known to me or produced valid Florida driver's licenses as identiftcation. My commissio ~'3J)DoObla,'~ Notary Public~State of F . a , Print Name: 'C ,; :2-+b~ ctdrv 1L STATE OF FLORIDA ) )sa: COUNTY OF DADE ) ~ ~The foregoing instrument was acknowledged before me this ~, . day of 1996, by Seymour Gelber, as Mayor, and Robert Parcher, as City Cieri<, of t e CITY OF MIAMI BEACH, a municipal corporation of the State of Florida, on behalf of such municipal corporation. They are personally known to me or produced valid Florida driver's licenses as identification. ~; ~.dd~ .c e~\~ Notary Public, State 9f lj9ri9a Print Name: \', ~Ab c. }~ My comminion expi,...: Mllle2e1 0.071 11117... -5- m: I 7362pro 114 JOINDER AND CONSENT MBREDEVELOPMENT, INC., hereby joins in and consents to the foregoing Easement Agreement MB REDEVELOPMENT, INC. By: w. ~ .secretary STATE OF FLORIDA ) )ss: ) ~ ~e foregoing instrument wa~A ,cknowledged before me th~fda:t of 1996, by7~Q.k..-? Pr-'l./I If"- , as~' v.'& ftv), ~and . ~ ,/l"a~Secretary, of MB REDEVELOPMENT, INC., a Florida corporation, on behalf of such corporation. They are personally known to me or produced valid Florida driver's licenses as identification. COUNTY OF DADE My commission expires: 1~1'3cf) boo ().u'Jj N~tary Public, ~ta.,of.FJorid cc;/ffz /t/o, Pnnt Name: C I, zA.b Co n ' ') ~ MI1lI281 0.071 llf17/88 MIie2e10.0718/17/M m: I 7362ffO 115 Exhibit A Legal Description of Property "- BorEL LECAL OESCRIPTION ~: I 7362rtO 116 P ""CEL I: LOTS I 2.17 NIJ Ie. BLOCK ~~, riSHER'S F'IRST SUBDIVISION OF' ~ TON BEACI-t, ACCOROlNG TO PLAT THEREOF', RECORDED IN PLAT BOOK 2. AT PAGE 77, OF' THE PUBLIC RECORDS OF DADE COUNTY, F'LORIOA, LESS THAT P~T OF' LOTS 2 .....0 t7 LYING NORTH OF A LlN!. WMlCH S~ LINE IS LOCATED .fIo4) DESCRIBED .6.S F"OlLOWS: BEGIN AT THE NORTHWEST CDRNER OF LOT 11. 8LOCX ~S, riSHER'S rlRST SU8OlVISION OF "l. TOH BEACH, THENCE RUN SOUTHWESTERL Y ~ONG T~ WESTERL Y LINE OF SAID LOTS II N40 t7 rOR . OlST NeE OF 72 rEET TO A POINT, SAID POINT BDlG TM( POINT OF BECN'ING OF T~ LINE BEING DESCRIBED: THENCE E.6.STERL Y P""ALLEL TO TM( NORTHERLY LINE OF LOT 15 AND LOT 3, SlOCK 55 OF F'ISHER'S F'IRST SUBClVISlON OF ~ TON BEACM F'OR A OIST ANCE OF 400 F'EET TO A POINT IN TI-€ EASTER\. Y LINE OF LOT 2. OF' SAID BLOCK 5S. f:'ISMER'S F'IRST SUBOlVISION or ALTON BEACH. AS TO LOTS 2 NIJ 17, SAID PROPERTY WAY "l.SO BE DESCRlSED AS LOTS 2 .....0 17, l.ESS THE NORTH 21.3 F'EET n..EREOF. IN BLOCK 55. "l. TON BEACH f:'ISMER'S F"lRST SUBDIVISION, ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 2. AT PAG[ 77. OF THE PUBlIC RECORDS OF DADE COIJHTY, F'LORIO.... PARCEl. II: PARCEL or LAND L 'fING BETWEEN BlOCK 5S, OF "SHER'S FIRST SUBDIVISION OF A.L. TON !lEACH, ACCOROlNC TO PLAT THEREOF, RECORDED IN Pl.AT BOOK 2. AT PACE 77, or THE PUBlIC RECORDS OF DADE COUNTY, rLORID.. NIJ THE HICH w... TER IolARK OF THE ATLANTIC OCEAN, WHICH SAID P""CEl. OF LAND IS PARTICUl"ARl. Y DESCRIBED .6.S F'OlLOWS: 3EGII\f AT THE SOUTHEAST CORNER OF S"lO LOT '. kOCK 55. "SHER'S F'lRST SUBDIVISION OF' ~ TON BEACH. THENCE RuN NORTHERl, Y "l.ONC THE EASTERL Y LINE OF LOT I AHO LOT 2 OF' SAID BLOCK 55. rlSICR'S F'lRST SuBDIVISION OF' ~ TON BEACH A O'ST ANCE OF 102.2 F'EET WORE OR LESS TO A POINT IN TI'lE EASTERLY l.lN[ OF SAID LOT 2. WHICH SAID POINT IS 72 f:'EET SOUT... OF' THE NORTHEAST CORNER OF LOT 3 OF SAID BLOCK S5 OF riSHER'S I"IRST SUBDIVISION OF' ALTON BEACH: THENCE RUN IN AN EASTERLY DIRECTION AL.ONG A LINE PAR"l.Ln TO THE EASTERLY EXTENSION OF' THE NORTH I.INE OF SAID 1.0T .3. TO THE HICH WATER IolARI< OF' THE 'TLANTIC OCEAN: THENCE ~UN IN A SOUTI'lERL Y DIRECTION ~ONC THE HIGH WATER IolARK OF' TM[ A TLANT,C OCEAN A. CISTANCE OF 102.2 F'EET WORE OR LESS TO A POINT ON SAID HIGH WATER IolARK or THE ATLANTIC OCEAN WHICH IS THE INTERSECTION WITH THE i: ASTE~L Y EXTENSION OF THE SOUTHERLY LINE OF SAID LOT I: THENCE IN A WESTERL Y DIRECTION "l.ONG THE E.ASTERL Y EXTENSION OF' S.tIC SOUTH LINE Of:' 1.0T 1 TO THE POINT OF BEGINNING. 1 of } 3 ROTLL ~[GAL OESCilP110R ~g: I 7362PrO 117 ~ PARCEL III' LOTS 3 ~ 15 NlO THE NORTI-l 21.3 F'EET <.s lolEASURED AloONC LOT LINES) or LOTS 2 ~ 17. BLOCK 5~. F'ISI-lER'S rlRST SueDlvlSION OF' Alo TON BE.cH. .cCOROlNG TO THE PL"'T TI-lEREOF' .s riLED F'OR RECORO IN Pl...T Bool< 2. PAGE 77, OF' THE Puell<: RECOROS OF' DADE COUNTY. F'LORIOAl TOGETHER WITI-l: TH...T CERTAIN PARCEL OF' L.AND L VING E.sT OF' NlO ADJ.cENT TO THE LNlO DESCRIBeD .-eOVE; SAID LANO BOUNCED ON TI-lE SOUTI-l BY THE SOUT"" LINE OF' THE .-eOVE DESCRIBED PARCEL EXTENOED E.sTERL Y BOUNOED ON THE NORTH BY TI-lE NORTH LINE: OF' THE -'SOVE DESCRIBED PARCEL EXTENDED E.sTERL Y BOUNOED ON THE E.sT BY THE lolENl HIGH WATER LINE OF THE ATLNlTIC OCENl ~ BOUNOED ON THE WEST BY THE E.sT LINE OF' SAlO LOTS 2 ANO 3 .AFORElolENTIONED. PARCEL IV: LOTS 9. 10. 11. 12 ~ NORTH V, OF LOT 8 ANI) THE NORTI-l V, OF LOT 13, BLOCK 5e OF F'ISHER'S F'IRST SUBDIVISION OF' Alo TON BE.cH F'LORIOA..to SUBDIVISION IN F'R.cTION,tl, SECTION 34. TOWNSHIP 53 SOUTI-l. RANCE 42 E.sT. .cCORDING TO THE PLAT TI-lEREOF', RECORDED IN Pl...T BOOK 2. AT PACE 77. OF' THE puellC RECORDS OF' DADE COUNTY. FLORIOA. p""eEL V: BEGINNING AT TIotE NORTHEAST CORNER OF' LOT..!: IN BLOCK ~6 OF' riSHER'S F'IRST SUBOlVISlON OF' Al. TON BEACH. AS THE S-. IS SHOWN M.tRl<ED AND DESIGNATED ON A PLAT OF' SAlO SueOIVISION, RECOROED IN P\....T BOOl< 2. 4T PAGE 77, IN THE OFFICE OF THE CLERK OF TI-lE CIRCUIT COURT IN Il'lD rOR DADE COUNTY. FLORIOA; THENCE RUN IN AN E.sTERL Y DIRECTION AloONC THE NORTH ~INE OF' LOT 9 OF BLOCK 5e. PROOUCED TO THE HIGH WATER LINE OF' THE ATLNlTIC OCENl; TIo4ENCE RUN IN A SOUTHER\. Y DIRECTION MENlDERINC SAID toIlGH WATER LINE A DISTANCE OF 76.0~ F'EET P\.US OR IoGNUS TO A POINT, SAlO POINT BEING ...T THE INTERSECTION OF' THE LAST lolENTlONED COURSE WITH THE CENTER LINE OF' LOT 8 OF' BLOCK 5e PRODUCED TO THE I-lIGH WATER LINE OF' THE ATLNlTIC OCEAN; THENCE RUN IN A wESTERLY DIRECTION AloONG SAID CENTER l.INE OF LOT S. BLOCK 56 PRODUCED TO THE HIGH WATER LINE: OF THE ATl.NlTIC OCE....; TI€NCE RUN IN A WESTER\. Y OlRECTION Al.ONC SAID CENTER LINE: OF LOT S. BlOCl< 51 PRODUCED TO THE EAST LINE OF BLOCK 55. AT ITS INTERSECTION WITH THE CENTER l.INE OF LOT a. IN BLOCK 5e; THENCE RUN IN A NORTHER\. Y DIRECTION AloONC SAlO E.sT LINE OF' BLOCK 56," DISTANCE OF' 76.05 FEET PLUS OR MINUS TO A POINT OF" BE,G1NNNC. 2 of ~ '3 Q,\,I ~"-- ..."'''''t''l- ....".;;......'1...... ~ ~ PARCE~ JI ~tf: I 7362no 118 BECINNINC AT TI-tE SOUTI-tEAST CORNER OF' LOT 10. IN BLOCK 56 ~S SI'<CWN 5v TME PLAT ENTITLED "F'ISHER'S F'IRST SUBDIVISION OF" AI. TON BE.-c"f', S.AlD PI. ~ ~ BEING RECORDED IN PLAT BOOK 2. AT PACE 17. or THE PUBLIC ~ECORDS 0'- DADE COUNTY. '1.0RIDA; RUN IN A NORTI-tERL Y DIRECTION Al.ONC TI;( E..sr LINE or S.IlD LOT 10 A OIST ANCE O~ ~0.1 F'EEl TO THE NORTHEASl' CORNE" 0' :.OT 10; TMENCE RUN "N AN EASTERLY DIRtCTION Al.ONC Tl-tt NORTH I.lrjE 0, SAID LOT 10. PRODUCED EASTERLY TO THE HICM WATER LINE OF' THE ATI.ANTI: OCE.AN: THENCE RUN IN A SOUTHf:R1. Y DIRECTION. t.lE.ANOERINC S.IlD HICH WATER LINE A OlST.ANCE OF '~O.7 HET. PLUS OR t.IlNUS. TO A POINT; THENCE RUN IN A WESTERLY DIRECTION AlONG TM[ SOUTM LINE OF LOT 10, IN BLOCK 56, PROOUCED EASTERLY. TO THE: POINT or BEGINNNG. PARCEL VI: TME SOUTH Yl or LOTS 8 ANO IJ IHJ AlL OF LOTS 7 .ANO I., LESS TME SOUTH 12.6~ F'EET OF' S~ LOTS 1 AND 14. TOGETMER WITM TM"T PIECE OF' PARCEL OF' L.ANO LYING BETWEEN THE: NORTM .AND SOUTM BOUNDARIES or SAlD PROPERTY EXTENOlNG EASTWARO TO THE: ATLN'lTIC OCEAN. All. LYINC AND BEiNG IN BLOCK ~6, or F'ISHER'S F'IRST SUBOIVISION OF AI. TON BEACM. ~CORD'NG TO THE PLAT THEREOF", AS RECORO[O IN PLAT BOOl< 2. AT PAGE 1'7. or TME PUSLIC RECORDS or DADE COUNTY. F'LORIO"- PARCEL VII: TM"T PORTION OF AVENUE C CAlK/A 16TM STREETl AS SHOWN iN .ISHER'S .IRST SUBOlVISION OF' AI. TON BEACH. RECORDED AT PLAT BOOK 2. AT PACE 17. OF' T,.E PUBLIC RECOROS OF DADE COUNTY, F'LORlOA. -'NO ITS EASTERLY EXTENSION BOUNCED ON TJo4[ WEST BY THE EASTERLY RtGH:T-OF-WAY LINE OF' COLLINS AVENUE ANO BOUNO[D ON THE: EAST BY THE EROSION CONTROL LINE, AlL OF' WHlCM IS MORE PARTICULARLY DESCRIBED AS F'OLLOWS: COMMENCE, AT THE NORTHWEST CORNER OF' loOT 11. Sl.OCK 56, F'lSHER'S ,IRST SUBDIVISION or Al. TON BEACH, PLAT BOOK 2. AT PAGE 77, OF' THE "UBLIC RECOROS OF' DADE COUNTY. F'LORIOA. SAID POINT BEING THE POINT OF' BEGINNING: THENCE NORT... 88 DEGREES 00 MINUTES 4i SECONDS EAST AlONG TME NORTH L.lNE OF SoliD BLOCK sa A/IlD ITS EASTERLY EXTENSION F'OR A OIST ANCE OF S75.20 F'EET TO THE POINT OF INTERSECTION WITH TME EROSION CONTROL LINE OF' THE ATL..ANTIC OCEAN; THENCE NORTH 8 DEGREES 5. MINUTES 53 SECONOS EAST, AlONG THE EROSION CONTROL L.INE F'OR A OIST .ANCE OF 11.28 F'EEl TO TH( POINT OF' INT(RSECTION WITI-I THE EASTERLY EXTENSION or TME SOUTH L.INE or BLOCK ~5 OF' THE ABOVE I.l[NTIONEO riSHER'S F'IRST SUBDIVISION OF' AI. TON BEACM: THENCE SOUTIo4 sa DECREES 00 MINUTES 4i SECONDS WEST, AL.ONG THE SOUTH L.INE OF' SAlO BLOCK 55 ANO ITS EASTERL Y EXTENSION F'OR A DISTANCE or 577.88 FEET TO THE: POINT or INTERSECTION WITH THE EASTERt. Y RIGHT-or-WAY OF COLLINS AVENUE; THENCE SOUTH 07 DEGREES 35 MINUTES 04 SECONOS WEST, AlONG THE EASTERL Y RIGHT-OF-WAY L.INE OF' COI.L.INS AVENUE F'OR A DISTANCE OF' 70.98 rEET TO THE PO..T OF BEGINNING. 3 of ~3 MIlllS2810.071llf171118 m: I 736zrrQ II 9 Exhibit B ~ Legal Description and Sketch of Easement Area /en -, ,----. :. . \ I ....; I .. ~:.. :.. ""':' i \. ....; l j:' '-' - - - ~ ~ : ;r'S",ltr"g ::~;"e__r'S . :0570 flN 27 S r MIAMI, PL JJI72 _ :r'::;c,cr'("l!!"$ . :,,"j ~...r. '! i:,r ~ SuiTE 'C1 IJ05l 599.J'4: -SKETCH AND LEGAL "OTE THIS is NOT A SKETCH Of SURVEY. SUT ONLY DESCRIPTION- A GRAPHIC DESCRiPTiON S..OWN ,....E~E SN ,- . : " 8 ~ i;,.. ;J . .::: ~- -z_ 'JrllOlrltlll___ .lfl~l""?.~] .....::: &!a .~~ ~. . " r4r, , j/s;.." ,..~ I r.~ I ' ,-.., . i . -. ~ o . ~,~ . ~~ 0_- . . . ;.. o !i ~ ;,...111 .. :;~ ~ ~a II ll- I ! . ~ " V .~ I :o~ -. I .~ I I~ L- ...,I.,/~. o' y I "'......0' ~o. '" ~ ~ . ~ '" - '- ;~ ill" ~ . .. . 8 il ~;Hl .'0 - ...., '(.,Ot II.tlfllQJ . " ~ .o_c....offrale~..." _0'_' """,. rJI' _-. t,.ocu..-=u ,.,..... l. . ~(IC,.. S(.......s SHOWN __ ON ... AS_D OATUV OS NOT' !5'O.. ( 'CIl T>C C!:NT(J'UC or COlloM "veMa s([ . rr...:lCll '011 L(eA DUO""1011 "'0 roc 8f:ST 01 WT .-t1lCt III!J lIn.',.OCMIT CUTFT TIC SlCt1CH SHOWN _ON oUrs rlC -... Tte>MCA STNCJlIM)S ,Oft l.AM) suwtYN: 4S w.tHQArrO aT '1.0M)A S'ArultS OUlPTE_ 472." "lh~! 'l" DATE Nc2.457. UPOA'[5JItEVlSOd 0"( IT ClC'O ..or( r". ...ot'f't"d ~ COHSUL'TECH (H(;M(~.": ...., "'0 ,.01'''_"10'00I'I. tJi' ,.on'''. .. 10 'N c:~I~. 01 r"- .....0I'_11OI'l "rltc',. ,.....,.. "...1.,..,.. 'It ''''II'ICHlII. '....'.0/...,.. ft. llOCI '....,. 'tI,hO"""'. oqr'~" 01 0'. ....u". oj 'ICOl'i11 (.... '"'............ .t ....."Ge"i11 ro ,./1,,, 01 ,.11.,." Otlty 1IloO" ...,.., fI'O...... ,"- '.'....t'cn 000.' c~u.' TeCH (NCIC[~.IC......, 'lS.orC'" 1'" "..010( ,,~~fat l(jItl'\Cfll", ctlf.CI'1Iq ,,,..""'''''_ ~r[ r~ ..."".'....1 'I ,,.. j)I'""",, of COWSut.. r(e.... ("lCH:(~rHC_.N(' "",ell 11'1.....,r D. f"'O~" ... -"Ote ~ ft WI .'111Ou1 ""0'" '''.....'''0.. 0' COIolSt.L r(c" (~(ftWC, fC JoO ,.".. "0'40; lllr-,.,' J.A O\tc:.." e,r 1.5. I' .. oc. 15<"" .rs - ~ f3 - <::) ~ - ...:cJ ~:.= m: I 736ZfrO I Z I INGRESS.EGRESS.ACCESS EASEMENT LEGAL DESCRIPTION -- A portiOIl of Lou 7 and 14. Block 56 of "Fishers First SubdivisiOll of Altoll Beach" according to the Plat thereof. as recorded ill plat book 2. page 77 of the Public Recortls of Dade County, Florida. together with a portiOIl of land bowlded on the east by the Erosion Cooaol Line (Bulkhead Line) and 011 the west by the easterly liIIe of said Lot 7, more particularly described as follows: Commence at the Southwest comer of Lot 14, Block 56 of said "FIShers Fll'St Subdivision of Alton Beach Plat; THENCE North (fT. 35'04" East a100g the Easte.rly ri&bt~f-way lilIe of Collins A venue, a distallce of 12.83 feet to a poillt of illtersectioo with a lilIe 12.65 feet North of and parallel with the south line of said Lou 7 and 14 and the POINT OF BEOlNNTNO: THENCE North 88. 00'49" East, a10llg said para1lellille a distallce of 585.(fT feet to a poillt on the erosioll conaol1ine (Bulkhead Line); THENCE North 03. 27'32" East a10llg said erosion conaolline.a distallce of 25.60 feet; THENCE South 88. 00'49" West a distance of 1.85 feet to a poillt on a non-taIIgent curve concave to the North. having a radial bearing of South 17.06' 40"; East and a radius 228.50 feet; THENCE Weste.rly and to the right through a central angle of25. 12' 01" and an: distallce of 100.50 feet to a poillt of revene curvature with a curve concave to the South havill, a radius of 290.32 feet and a central angle of 10. 04'08"; THENCE Westerly alan, the an: of said curve a distallce of 51.02 feet to a poillt compound curv~ of a curve concave to the south. having a radius of 48.00 feet and a central angle of 19. 17' 44"; THENCE Westerly along the an: of said curve a distance of 16.17 feet to a poillt of reverse curvature with a curve concave to the north havillg a radius of 131.24 feet and a central angle of 40. 25'01"; THENCE westerly along the an: of said curve a distallce of 92.58 feet to a poillt of non-tallgency; THENCE South 88. 00'49" west, a distallce of 124.09 feet; THENCE South 0 I. 59' 11" East a distallce of 9.35 feet; TIiENCE South 88. 00'49" West, a distallce of 202.16 feet to a poillt on said easterly right~f-way line of Collills Avenue; THENCE South 07-35'04" west along said easterly right~f-way line a distallce of 15.19 feet to the POINT OF BEOINNlNO. SAID LANDS L YlNG AND BEING IN THE CITY OF MIAMI BEACH AND CONTAINING 11.297 Square Feet (0.2593 Acres) More or Less. C;\sUlVl'l\U(iALOU m: I 7362no 122 EXH'11l1T "('''" -- DESCRIPTION OF IMPROVEMENTS INCLUDING PLANS AND SPECmCATIONS DIU WTN't: A.ND ~PJ:CD'I~... TlnNS ( Prepared by Bndsbaw Gill aIId Auociafn - l....brope Architec1S ) 1. Rarttu_,. L4 Soulb_ Layout! Gradina Plan dated July 24, 1996 L5 Soulbeut LayoUl! GndiDa Plan dated July 24. 1996 L8 Soulb_ Hardscapc Materials PIaD dated July 24, 1996 L9 Southeast Hardscapc Materials PIaD dated July 24, 1996 2. PI....d". LP3 Soulbwest Plantina Plan dated Augusl S, 1996 LP4 Soutbeast PlaDtiq Plan dated August S. 1996 LP7 Genetal Speeificatioaa dated August S. 1996 3. 'rrtr.tt.... 13 Soulbwest ImptiOD PIaD dated Augusl 16, 1996 14 Soulbeast Imptioa Plan dated Augusl 16, 1996 16 ImBatioa Plan - Notes, LeBead It COasUUCtiOD Details dated Aul"-U 16. 1996 nN1~R SClmDITI .R I.lum Tumbled metric SIODe by Paver Module E249la11! ol'&llBe! browu C.M. W 8112" wide edge of2 3/4 x 8 1/2 .. tumbled plaza paver E249 C. M with hidden CODcrete curb al edge ( area when: CODcrete curb is DOl shown ). 2. '.I.h. FI~fDr.. 12 100 watt Metal Halide Pole MOUDted lights ( Bega # 6387 - while ). Poles al12 fOOl height. 3. Dee......tt". CatllM Decorative aluminum Bales aIId masomy collllllllS. 4. Tr..h R~.Dt.&!IM 2 trash receptacles! ub III'III-Outa Art Stone TIl.-J mOUDd CUI stolle 30: diameter top x 36" ht. With medium sandblast tmisb witb 5-13 DOrdic cream color with combinatioll trash lid! sand tray natural finish. Model # S-TIl.- J-313-MSB-Lid! ST-Nallln1. S.lrrf,attGIII ~vcUM An aulOlll&tic iD-poIIIId irriptiOD system with spray heada. as per above drawings and specificatioas. 6. Plant Mat.rial ( See AlIaCbed - Exhibil "C-I" ) ~tt: I 7362f[O I ZJ ' EXHTRIT Wi C..1 " DESCRIPTION OF IMPROVEMENT (PLANT LIST - SECURITY AREA ) OUANT1TV BOTANJrAL I COMMON NAMES TRJ.:~S.& PAl MS 5 CaIopbyUum bruiliemc BnziIiaD Beautyleaf IS Cocos nucifera " Greea Malayan Coconut Palm S Livistoaa cbinetlia 5 Noroabia emargiaala HEIGHT SPREAn TRlrNK CT. RF...U.RJ(S 14-16' 10-12' Full canopy 2@2; 4@4; 2@6 I@S; bard IlRY woo<I 14' c.t Matched 14-16' 10-12' Full canopy 319 SHRUBS'" GR01JNDCOVERS Chrysobalaaus icaco Cocoplum 13S Ficus betljamiDa "hedge" Weeping Fig 64 Ixota "Nota Gtaat" Nota Gtaat ixota 242 Liriope m "Evergreen Giant" Giant Lilynuf 44 Pittosporum tobin" Variegara" V anegated Pittosporum 69 Uniola paniculala Sea OalS 22-24' 20-22" Full. 24" O.c. 22-24" full to base 24" o.c. 20-22" Full. 24" o.c. 10-12" Full clump 12" O.c. 20-22" Full, 24" o.c. 4"pots@ IS" O.c. ~SC:fl.J ANYOnS 1530 S.F. - Sod - All sod to be SL Augustine "flota - tam" solid sod. 42 c.y. - Soil- 1/2 c.yl per tree (all palms to be planted in clean sand): 4" depth fot all planting beds and hedses. 17 c.y. - Shreddeci Cypms Mulch - 2" depth for all planting beds aad hedges. MIM281D.D719/1719l1 ~g: I 7362pro I 24 Exhibit D Description of Secured Portion of Easement Area ",. en - \ , f_ ___ . -_. ~.;."s....,:r~ :::-:;~-:!~'i - 105 70 ~ W 27 S 7 MIAMI, F'L jJ172 4 _ _' ~ -- < ':;, - SI,JI7'E ..: 1 d051 S99-j:., -SKETCH AND LEGAL DESCRIPTION- NOTE'THlS IS NOT A SKETCH OF' SURvEY. sur ONLY A CRAPHIC DESCRIPTiON SHOWN ,.E;;eN -z_ .l&m!ll. 1II0,C..1IlQM0I; T...... ,. Q.1. ~ NIl, rJI _... : : ~~-- ".:;;;;;. . . : " Ii ~i ii: ~ ~- .~ ~ '.., or..... Ill' QUIIlO:-oso.J . I .... S___::f ~~! .... " r 4.-, 'lb. \ .r..... ,... s 'Ar, J . .. .. ~ . ~": o;;~ . . ~ -- .. =..., ~~ ." ~ ~ ::: Sle :;~ .. .L I'l ~'. r- o.~.... .......0 ~ \ 1..- ';r.,O If ___ ;ili :""0 ~r.,O s ... StIIIl~J ~ . " ~T VALlO WlOtOUT nc SlCNArUIII: AN) nc 0flIQN.tl. ~_D sr... 01 . rLQflClA LICtHSEl) Sl,AltV(TOfI K___OIl"'ASSlMD O.T.... oF N 01' 15'04' E rOll TIC COlTEIUC 01 CQU.IlS A._ SEE ATTACICD tOll LtG.4&._TlDIl "TO TIC .ST 01 on IOOIUIlGII AOCl _ IICUT Ct~T~T TIC SIlITOI _ _011 o<<lTS nc -.eo TE_ STNCl_ tOll LAOCl $IIIVETIC AS lWCATEll IT n..-o STATUftS OIMITDl 41:1.' LO'!lAftSllOlt:_ . , ._.... _00: ~. DAft I" CK'O ...,T[ '''''' ............ .. C:0IdY.. rlo. (HClCEftIIC. tC .... ... '.....MI'l........ ., .......... .. II ,_ ,............ ,. IN ",...._,... r".Cl" ~..,. ,...1...... II ~tt. '....1...,. ..1.... _.. '.........eftt. ~..,..U. ., .."" ",",It.. of 'lCet' '.... ~lt......1 'S ""I..... 10 "'leel .. .., 'littft -.. \.... '..,.. sM_ lit ,... ,,,...tfI,:,, QU.. COHSiA.T[o. [JrCIrC(IItM:. Ie .. MI '....dII1N.....-c "~.)I". 101 rftClll.' olin I..,. 1_ __ ...... "40'( r"" oftIl'~' '. 1"- ".....1' .. CClNSt.l,..,Eo. (NCIC(RIC HC ~ U'QlItlOl ". .....ltWC.. ... ..... .. ,.., ..~ "'11'" .."",..... 01 CQN9,A r(c,", (~(""'. IiIC Dr....,1 J.A. CPI.ck'" 8,: S.S. Sc"1 NT,S Lf') N - C) ....... f2 ('T"') r-- - . . ......, ....... 0_ ~~: I 7362ffO I 26 , . INGRESS.EGRESS.ACCESS EASEMENT LEGAL DESCRlPTION . A portion of Lacs 7 IIld 14. Btock 56 of "FIShers Fust Subdivision of Alton Beach" according to the Plat thereof. as recorded in plat book 2. page 77 of the Public Records of Dade County, Florida. topther with a portion of1aad bounded on the east by the Erosion Control Line (B1l11r....'Id Line) and on the west by the easterly line of said Lot 7. more particularly described as follows: Com........".. the Southwest comer of Lot 14. Block 56 of said "FIShers Fust Subdivision of Alton Beach Pial: THENCE North 00. 35'04" East alon, the Easterly riiht-of-way line of Collins A venue, a di.staDce of 12.83 feel to I point of inrersection with a line 12.65 feet North of and parallel with the south line of said Lots 7 IIld 14; niENCE North 88 - 00'49" East, along said parallel line a disWlCe of 204.69 feet to the POINT OF BEGINNING: niENCE continue North 88. 00' 49" East along said paraIlelliae a distance of 380.38 feet to a point 011 the Erosion Control Line (Bulkhead Line). niENCE North 03. 27'32" East alollg said erosion control line. a distance of 25.60 feet; . niENCE South 88- 00'49" West a distance of 1.85 feet to a point on a 1I01l-tangent curve concave to the North. having a radial bearing of South t 7.06' 88"; East and I radius 228.50 feet; niENCE Westerly IIld to the rigbt through a celltral angle of25- 12' 01" and Ul: distance of 100..50 feet to a point of reverse curvaDll'e with a curve cOllCave to the South baving a radius of 290.32 feet and a central angle of 10. 04'08"; TIiENCE Westerly along the Ul: of said curve a distance of 5 1.02 feet to a point compound curvaDll'e of a curve concave to the south. baving a radius of 48.00 feet and a centra! angle of 19- 17' 44"; TIiENCE Westerly along the Ul: ofsaid curve a distance of 16.17 feet to a point of reverse curvaDll'e with a curve concave to the north baving a radius of t 31.24 feet and a centra! angle of 40- 25'01"; TIiENCE westerly along the Ul: of said curve a distance of 92..58 feet to a point of nOD-tangency; 11iENCE South 88- 00' 49" west, a distance of 124.09 feet; THENCE South 010 59' II" East. a distance of 24.33 feet; to the POINT OF BEGINNING. SAlD LANDS L YlNG AND BElNG IN THE CITY OF MIAMI BEACH AND CONT AlNING 8.250 Square Feet (0.1894 Acres) More or Less. ~..: f INQRCAL~8OQlII CI'__."~ ~N CLSllC QtCIJIT coUlfr c,\SU.~AU)U Exhibit B Plans and Specifications for Easement Area Improvements M1982230.0S3 EXHIBIT B '. iVc: I 7362no 122 ..---.. ~ onc-........... 0' DCnO\'DIIlfTI INCI.ll1lII'fC PLUfI AI'lD InCD'lCAnOlU ....WIIIft .A.NB ---.. ....",....",.... (fI..L j"'.~.~-GIII.....I '_.f . JlAl ,. .) ..- . r lAlla ..4~/~ "___34.ltH 1.5 . . - ~I 0.--. ........,. 2A. ItH 1.1 leu. .... ~. . t. lo..II........1wIy Z4, ItH LU.' &. . ." I" PIa ....1wIy Z4, ItH 2.- . tn .. .&~_ .......... A..-', ItH LI4.' .............AIIpIl'.ltH ) LP7 a.-l Sp .. j .... AqIIII'o 19M L N~ w L-1> ~ 3.' - ~- 13 '.4_..4 .............. .uc- I" ItH 14 ..... - ""I'" ....lA.... 16, 19M ) "!ni, ~ 1 ...If.-.1.epDd'' 'A.lIlCllollDtlllJl....A.....l..ltH (/J_ .:t ~ m...._ ...........11' . l.r- r.......... _ "'........ 1:4, .,.....,.... c.M. ". 1/2 -.... ..... ol2 3/4 x . 111 .. ~ pIIIa...-!%4t C. W willi ~ _ an II.... (...... __ CIIIb IIl1l1C....). 2.'."4.1 U 100 _ WtIII HaIWr PeII ~ IicIIII ( ... . f381 . .... ). PvlIIIl12 foal_aU. . . 3. - --,.. ]) II 1>0. d ..... _~ c"'-. .... T...... -A 2 ..... . . I. D.. Aft s.. n.s__ _ _ 30:" IIlI .,,, 36" IlL 'NidI. modiUIIl '-~"'IIIiIlI" 1013.... _ colIIr willi cOlllbiMliaa 1nIII1W/", laY ~ llaioII. ModaIIJ s- n. 1-31J.HD-Lid/ST~ ,. . .......1 Aa I J fJ ill .. t iaipIiaa ~ 1ri* a,ray .... u ,.. ...... ........... p ,.. ~.. f.-V'''' ( .lei .. - load . !lMIiI"Col- ) -. in: 1 7362!(0 IZ, . '. ........,. r.1 tit Ducmnolil or IMftOVDWtI' (ft.AI'IT LIST .1IC1lun ADA) IVT.&......., WYI"......,...... II""ftaft.aftM N........ ............1- ..1IIfII...A. ._.ft ftlnrnt c.'r_ ...."....v. , ,.., .." ,--r~ . 'n_, ,~ I"'''' IO-Ia' 'WI....." 1. eo...... 0.- NI''}8 <:1 h.... ..;* 1111: ... ..., ..... . , ~~ l"c.I. Nc. L' .V- 1...16' to-la' Mac'" M cuopy ~t... ..& ~ftlTMftrftvw.. J l' Ow" l . !c.- CII,,_ 22-2'- zo.u- F\IIL 24" 0.'. n.z.t- 1\aIl.... %4"0.=. zo,U" FlIII. 24' 0.', lo-l1w FWlclump 12" 0... 1O.Z2" ful1. 24" 0.'. 4" poll @ 1'"0... 13. ....1 j ." ........ ow.... I'll 64 '- '11_ 0nIt' N_an.'- 1<102 t......,_.._0W' 0;.- L.\bWf " P'- . I loA..... v...... v.- _ ~r' r- . U",_r~ S. 0.. ~1.....ftI'. 1'30 SJI. . So4 . AIl_.. -. SI. "tw Il1o.1 "fIIn. _" soli4 _ 4% ..y. . Sail. IJ2 c.yi fir" ( ...... . lIe,'-4 ia ~ ADd ): 4" __Illr"" ...... _.... 17 c.y. ..... I eypn....... T __ tw all pia...... -lIIdaeL Exhibit C Certificates of Insurance ~ M1982230.0S3 a4/13/2eerl ~E.~G 3056e4S'::Ob 0ChCHCE 0E\/EU':t=-'u;t:"";";- ,C:'<~ d'.2 EXHIBIT C Certificate of Insurance lI...e date: 4/18/00 Certlllcate No.: OOO01374.doc Producer Becher + Carlsoll Ins. Sazvice., Inc, 2300 Windy Ridp Plrilway, #11;0 Atlanta, OA 30339 1711. cutificatw Is iSllllZd <u a mallltl' Q[ i>!fOrroario" .",jy fZ1tti corr[D. "0 .tg71lS upon lh. curtfWaze holde. 1711. cerliftca" dou "at ameM, ...t."" a. alrer rlw '''''_g. off""druJ by u.. poIlei.. b.law. lasured Bass HolIoI. 01: RelOl'tl In.. Three Re,,,jnia Drive Suite 2900 Atlanta, GA 30346 Cover_lei Thi.s ill to certify wt 1IJ. polici.. of in_an.. listed ".low ha"e beon i..ued to the In,ured named herein for th. polity period indicated, nolWithstlndln&; any requirement. term or condition of any conrract or other dlKlumOllt with napect to which this certi:liclSe may be issued or m&y pertain, the i1l.lunnce afforcled by tha polici.. de.eribed herein is .ubjflOl to .U lIleterms, exc:lu!iOlls IIId eondltiOllll of I1Ich policie.. Limin ,hown may have been reduc.d by paid claim.. Elf bp Typ. oU.. C.rri.r Policy Nuaber ,,- Dat. Limb GUIon! LiablUty Collllnll'Cl" CicIl ?ulft" "layers JDI. 0GL019191314 11130109 9/30100 'NIA -- AlP.... UablU" Co_ S"'jOoo,OOO ~C."". Opt Aa. 0"'_ p_ S4,OOO.000 Penonal Ad"', 1njury' L1'lU".Ua/Jillly S4,Ooo,000 S.... 0.......- $4,000,000 Pin Dm& l^"l'onc fire) 12.500 Mod Ill<p (Aay 11*_> -'1110 Liability Any Auto ,..Ilk Employ... W. Ca. CAUi076110.5 llf.lOiM 9/30100 $4,000,000 CoIIlbioed Sm,I. limit Work_ COlllpeuaUon "'_'. COmp......... l( 5_ UnIlts "'" _ft. ~Icryen I... Co, WLIl.C '26411.!12' 1113Q/99 9f.l0/ll0 $4,000,000 !a AccidM\ Ethplo1cr,' tJobnh)o $4,000._ DI_"'" ."",Ioyee $4,000,000 Dt.o:lPoliq. limit 0tII...: CrowrIe Plaza Miami Beech 1$45 Call... Avenue Mllllli Beach FL La..... ROllll., lnc, an4 MB RedeveIOpmODt, Inc, IIId their Paren~ Sub.ldblli.., It Atli\ial.. .... Add.itionallnsured, RE: L.,.,.,. Acceaway Agreement C.nuUaIloD Should lilY oilbe abo". described polici.. be oanuUed beror.lb. expintion c1et. moreaf. the isouina; camp"')' will eodeavor lQ mail 30 days "",ltten notice to the certiflcm holder, but failuro to lIlail such notice shall illlpos. llO obUplioll or liability of allY kind "Pan lbe eompony, its .....10 01' r"P"..cntati...... C.rtificat. Holder La.... Hol1oLt, Inc 667 MadlaonAv. New Yori<. NY 100'1 ~jU<~ <!O JC.~ AUlhorizBd Repreaeatati.... 7/2 'd 8666 '011 IldOn OOOZ81 Ui 04/19/00 WED 08:48 [TX/RX NO 7072J ~002 e4/t3/2~~J 88:48 3855048256 ,- Pndllcer _ Seeber.. Carl.on In.. Scr<tic:... Inc. 2300 WIDely Ride. '.Jewoy. 11'1 ISO Atlanta, GA 30339 luund To,"" Pori< H_I CorporoliOll Iiolidoy HOIJli1ality Corpat.a.... II... Hale" .& Resorts. ID~. Threo Ilovinio on", Sui.. 2900 AlIanta, OA 303<<'21.(9 DCNOHOE 8E'v'ELCP~ENT . ~.,:'...c: ~.: I..... dale: 1Ifl3~ C.rtillcu. No.: 0000 1030.dac Certificate of Insurance T'/rU .-.Iij/.tIl. IJ wwd QS a ,'''Ill'r ofi~atio" OIlly ond colflV' "0 rig"" """" IJw cufij/Il4" ItaloNr. nr.. c.rtificat. ,,_ "D' .....ON( U1.1td "" dl'ar 1M __age affordtaJ by rM ,.,ric;.. bcl_. e.....n... Thi. i. to ccnif)l rballh. polici. of insunnco lmod lIelow hav.""... i....cd fa tho tnlllrocj bamocl harein for th_ policy perlo4 indicated, b_illl_clia! any requir<menl. toml or condition of any COIIlracI .r olh.. delc_OIl! with respect .. which th~ certificate may b. Issuod or may pertain, tho ins\ll'lllCO offo<ded by tho polici.. clesenDed h....in is oubjeot 10 011 tlto lenD', .xclusion. and condil;"'" of sueb polic,... LiIIIits shown may ho"" been recluad by paid claim.. Ell Eop Type Dfw e.nier 'olicy Namber Date Data Limits ~eI'IIl Liability c:..n.-.lol a.., Podl!< Eon.I..... I... Co. OOLG19192.l.. 111)0I9!I .I)Mlll sa.ooo,oao Auoo_ ....La...... UoI>iIfry 11,000,000 PI<lAaIIC...p. Opt AU. OCCIuI'rtI\CC Pona S'.OllCl.oao __.IIIJury u_ L"';/~ l4.aDQ,Ooo a_ Qf<:111JWJR 54.000,000 fIft DInt '^"" .... r...) 12,JGO 114.. Eo, (^'" I pat<>ft) Eo_ LIability U_laFollll Zuri... CAO 1477161.0\ \Jf]lWlI Q/]Q/OO U,OOO,OOO liMo""""""," r"-. OtIler: CtI>_e PI_ MIIIlI; Bncb I'.(S ColllllS AvCllllC Mlllll\; Beach fL City of MilImi IleICIII.s nlllllcd Ad4itionalllllUml. RDP RnyolPllIm HOIeI LimiUld hrlnerslllp Is Additionollll_.d Insum. The fQllaw1n& ontili_. ore bamcd IS additionollllsureds IS dI.ir i.-est tn.y .pp"'" Millin; !leach llAdevlDJllllent Aa"CY; Donoho. o.veloplD.n. Company; aad Union Pi...... Bank of Florida. Cancellatloa Should OIly 0'111. abov. c1_ibed poUcies lie c,.celled bet"", tile expiration _lbereo( the i....inl comp...y will endeavor lO mail 30 cays written n01lec tD lbe eertifI_ hola, 1Iu. foilure '" mall such notico .hall impose no obllpdoo or Iiabilily of any kincllll>DlIl1lc COltlpallY, ill .pIllS at ~_...tive.. ~ certltleatc Holder City of Miami Bloch City AttDnlay's omcc J 700 Conventi... C_ Drive Mi....i Beach, FL 33139 V/V 'J 8666 'ON Cj"JA+^, (~(~ .;t);~. Autllarized Ilepresemarive !II'I"' " "d ~.~ 0001 a :'i 1'; 04/19/00 WED 08:46 ITX/RX NO 7072] ~004 04/13/200e 88:48 30560-:i82S6 DCNOHOE DE'>JEL'JPMENT ,;"i:..;:;C: '33 ,,"lie dat.: 4/18/00 Cerll1\Cate No.: 1lO00131S.dao Certificate of InsuraDce PrDdueer Beob... + Carlson I.... Services. ilI<:. 2300 Windy Ridae PorJr;w.y, *1150 Atlanta, OA 30339 11113 certificat. is i.fSulJd '" a mtal", of jnfor7fVltio~ of!/y and CO"ftr! "0 rirh1J "PO" 1M c...tiflc_ holdet. 11Iis ~"tjltJt11e do.." "'" OMOIId, atlOId or o/r.r 1M cOYer"p gfforded by tire polici" below. In.uncI Bus Halels &: lle9arts Ino. Tbreo llavinia DTlvo SWlz 2900 Atlanta, OA 30346 Coven... Tbis is tD tettlfy that tbe policies Df IJqW'lllCO listed bolaw hIve been issued to tho lnoured nllmo<l h_in for the palioy .....iacl indiuml, a-*thatanding any requinm.ent, lenn Dr ocndition of lIJIY oDllUKt or Dther dao:1lJll..,. ",lIh resp_ to whig, this oOJtificlUC may be issued. or mll)l pertain, lit. ;naunnc:c .ffaMed by tile polioi.. d""'tibed berein is 5Ubjec:t la .11 the torms, ""clust""" and oanclit1on. chuoh paliei... L;mits shDwn m.y h.v. b_ ",duud by paicl eliums. la Ellp Tne of Iu Carrier Policy Numb.. Data DIlle Limlll GeIIer.1 LWblllty eo_II Oan P..llIollmployen 1M. OGlN19lg2384 11110i99 O/lO/llO N/A ClIIW1I .\atCI- Liability Colnpany 5-4,000,000 Prod1OC1l/Co"'ll. o,a All!. OCClW"ftnce Form 14,000.000 Pef'lClGl1Ad....lIjul")' t..iq\lOfL.iMUit)> 14.000,000 i4dt. OalwrIo~ 54,000,_ _ Doll (Ally... ""'1 U,5oo Mod Elql (1\.. I penon) A'CO Liabil\tJ .6,oy Am '.<In. E..,...,...1ru Co. CALIlO1f81045 1I1JlW9 9130100 14.000.000 eolDbioId S. Limit wor..... COlDpeIIlIatioD WQtter'. COIIIl*PmoG l!. StaaKDry limill .... ~it111' "p~..lM. Co. WLRC 41641:52.1 1113<l/99 9IJOIDG 14.000,000 .Eleh ~ccjdltt\ ~Iaycn' Liability 14.000)000 D~ACh Emptaywe SA,ooO,ooO DiMUc/roUcy J.,imit Other: Crcrwne PluaMilmi B_h 1$45 Collins Avaau_ Mlomi Beech FL Booken Trust is llIIlled AllditionollDluncl. CODoc."'Io" Should OIly o(fIle lIbave described poIioie. b. CIII""lIo<1 befDrc the oxpirllllon .-.1b.011:0(, the llsuinC CDMPOllY will endeavor la moil 30 day. written notice to the certificate hold.... but t'oilure to mail such aotic. .hall impose no obli~ation or n.bility of lilY kind upon the compony, illl .._ or reprMentattvcs. C.rtiOcate Solllu B~s Trust Atilt: l.ffBut15ky 210 Put: A VODUC N.... York, NY 10011 ~~~ 'f Q~'18~ Autborizccl Roptteel\lIlIVe VIE 'd 8666 ON IWZE OOOZ '91W 04/19/00 WED 08:48 (TX/RX NO 1012] ii!l003