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HomeMy WebLinkAboutR-83-03550 6 RESOLUTION NO. t,3-M i!j A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A QUIT -CLAIM DEED RELEASING A 20-FOOT EASEMENT THROUGH BANYAN BAY APARTMENTS (94-55); ACCEPTING A NEW ZO-FOOT PERMANENT EASEMENT THROUGH THE WESTERLY PART OF BANYAN BAY APARTMENTS (94-55); AND ACCEPTING THE RELOCATED STORM SEWER THROUGH SAID EASEMENT, CONSTRUCTED BY BELCO LTD., AT NO COST TO THE CITY. WHEREAS, Belco, Ltd., the owner of Banyan Bay Apartments, as recorded in Plat Book 94 at Page 55 of the Public Records of Dade County, Florida desires to construct a building across said lots; and [WHEREAS, there is a 20-foot permanent drainage easement through that portion of this property which had been granted to the City of Miami by said Plat of Banyan Bay Apartments; and WHEREAS, in order to proceed with the construction of said building the owner has requested that the City abandon this existing 20-foot permanent drainage easement through said property and has agreed to grant the City a relocated 20-foot permanent drainage easement through the westerly portion of said Plat of Banyan Bay Apartments and to relocate the existing storm sewer to the new ease- ment at its own expense and at no cost to the City; and WHEREAS, the Department of Public Works deems the relocated 20-foot easement is sufficient and satisfactory for the installation of said storm sewer: NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. That the City Manager and the City Clerk be, and they are hereby, authorized and directed to execute a Quit -Claim Deed releasing to Belco Ltd. the existing 20-foot permanent drainage easement as shown on Plat of Banyan Bay Apartments, as recorded in CITY COMMISSION MEE'TING OF APR 28 1983 RMWIIJ.1 nw 83-35 IFEt,1,'.EKS 0 0 Plat Book 94 at Page 55 of the Public Records of Dade County, Florida. Section 2. That the proper officials of the City of Miami be, and they are hereby, authorized and directed to accept and record in the Public Records of Dade County, Florida, a Grant of Easement from Belco, Ltd., granting to the City a relocated 20-foot permanent drainage easement through the westerly part of Banyan Bay Apartments, as recorded in the Public Records of Dade County, Florida; said Grant of Easement to include also the con- veyance from Belco, Ltd., to the City of Miami of a new storm sewer to be constructed by Belco, Ltd., at their own expense and at no cost to the City, in accordance with plans and specifications approved by the Department of Public Works of the City of Miami. Section 3. That the vacating and releasing of the existing 20-foot permanent drainage easement, as shown on the plat of Banyan Bay Apartments, and recorded in Plat Book 94, at Page 55, of the Public Records of Dade County, Florida, will not become effective until Belco, Ltd., has completed construction and convey- ance to the City of Miami the new storm sewer located in the re- located 20-foot permanent drainage easement to be granted to the City through the westerly part of said Banyan Bay Apartments. PASSED AND ADOPTED this 28th April , 1983. ATTEST: O RA G. ONGIE, CITY CLERK ill P&tC A_ ASSISTANT CITY ATTORNEY day of Maurice A. Fggrp MAUR CE A. FERRE M A Y O R APPROVED AS TO FORM AND CORRECTNESS: GAR A- EDROSA CITY ATTORNEY -2- 83--35S .7 35 CITY CP '41AMI, FLORICA INTO R•OF'FICZE MEMORANDUM -o Howard V. Gary City Manager FROSt Donald W. Cather Director of. ,P11b_-J4 c Works DATE March 15, 1983 FILE, SUBJECT Resolution - Relocated 20' Storm Sewer Easement -BANYAN BAY APART- MENTS (94-55) k EFERENCES- (For Commission Meeting 3,!24 ENCL0!3,-RE, Resolution, Sketch, Quit Claim Deed and Grant of Easement The Department of Public Works recommends the adoption of the attached Resolution authorizing the City Manager to execute a Quit -Claim Deed releasing an existing 20- foot easement and accepting a relocated 20-foot easement and relocated existing storm sewer on the westerly part of their property at Banyan Bay Apartments. The City Commission and the City Manager have been requested by Belco Ltd., to release a 20-foot easement and accept a relocated 20-foot easement through the westerly part of their property, all being a part of the plat of BANYAN BAY APARTMENTS. Belco Ltd. has replanned the development of their property and requested that the lines of the existing 20-foot storm sewer be adjusted to accommodate their develop- ment, and that this relocated 20-foot storm sewer easement be accepted by the City to accommodate the existing storm sewer through their property. WKB : r j 83-35S WITTCLLS 0-7 LT:-:1TE:D Y/11tTt'T,?t�'l�t" THESE ARTICLES 01-- LIt•1TTJ' -D PA1(T,:CI;S11IV, rack and entered into on this /D Y4 day of February, 1972, by and betvicen JOHN R. VEREEN, a resident of Dade County, Florida, who Presently resides at 703 NI.E. 63rd Street, Niiarli, Florida, Party of the First Part, 13E2►;UDA CO_.'PANY, a Nevada corpora- tion, with d place of business situate at 810 Alfred I. duPont Building, Miami, Florida, Party of the Second Part, VALERIE L. COP_TES and CEORGE F. COATES, JR., her husband, each residents of Dade County, Florida, presently residing at 429 ht.E. 991th Street, Miami Shores, Florida, Parties of the Third Part, and the trust created under the Last Will and Testament of ETHEL M. HAUK, Deceased, by and through the co - Trustees thereof, PUGH E. WALL, JR., who presently resides at 157 Lookout Drive, Dayton, Ohio and F:P.pOLD U. W1LLIP1•1S0N, whQ presently resides at 5540 Markey Road, Dayton, Ohio, Parties of the Fourth Part, all of t!±e foregoing referred to collec- tively as the Partners. 1•7 I T N E S S .S''�' T H, That: r .WYEREAS, the said HUGH E. WALL, JR. and HAROLD H. WILLIA`M.SON are the named Trustees of the trust created and established under the Last will and Testament of ETHEL M. HAUX, Deceased, and 'whereas, the said Trustees have established their res_oective qualifications as Trustees and have submitted the • a to administration of the trust relating to the trust as;^(tsmore fully described ;ierei nafter, to the supervision of ,`�r,7,i C; rczt rn -c f Court in and for Dade County, Florida, in proceeding e�it'�ci �+ CD o :I "In re: Trust uilcler the Will' -'of EVIET, !•i. 1(.AUK, Decti`r�se��T", and YIFILPMAS, among the assets of the trust is fee simple title in and to those certain parcels of unimproved real prop%rty, more fully described hereinafter and situate and located in Dade County, Flc)rica, and Etj�r,j140 pANTS :11FICFi �Oti7} 83-355w (•wGC At:p C%TIIN,AT10Z(HET5 AT LAW, CJ I :,y,• �Nr f,Jtitl�:'.. LtIL:.� flGFic ► )jl�l l � 116 7%S ; ::11e Said VALI:Itll� 'O/►TrS and CEORCu. 17'. COATES, JR. , her husband; arc t11c owncr:; and holders of fee simule title in and to certain parcels•of real property likewise situate in nadd County, Florida, adjacent to the lands within the said Es Late, and WHEREAS, IIUGII • E . IMLL, J R . and 11A1101,D i.. WILLIAMSON , as Trustees aforesaid, and the said VALERIE L. COATES and GEORGE F. COATES, JR., have agreed to contribute and convey their respective said properties to the Limited Partnership herein agreed to be formed and established for the purpose of developing and improving the said land and properties, NOW, THERE,OFP.E, in consideration of the nutual - covenants and conditions herein contained, the parties do hereby, for ther:selves and their ,respective .successors, heirs, executors, administrators and distributees, covenant and agree each with the other, as follows: reement FIRST: The parties do hereby agree Partner- : -p to form a Lim-ted Partnershia ccmmencing on this day hence- forth, and to remain as such Partners until such tir.+e 'as. this Limited Partner=:yip *nay be 'terminated in accordance with the provisions hereof. r tner- o blame ;.nci nal a cC_ Or sincss SECOND: The f irm name of the Limited Partnership under which its business shall be conducted and CA carried on shall be BELCO, LTD., or such other fir: `gym nor names as the Partners sha'_i from time to time se2.eci nd `n M -c designated. � � 0 r cn THIRD : The principal placerldf —tvi business of the Partnership shall '_)e at 703 Northeast 63rd Strt!et in Miam-5 , Dade County, FloriI0a, which said designated plat c of business may he changed as he Partner.:; may fron time to time de terrii ne . -2- 83-355. fw.GL /•NU CAI II►s. %T 1011N LY_ AI to I /.•_f!.!*i) I l+bV 7•.1 iWiLf-:'.t. t•t&IA I. f1C1-1*_71A 3 jl t ion AX.'P;1:. Theklid.ted Partnershi F�srtncr- p shall commence. at e2zoLe hereof and shall enc:ure and continue thereafter until terminated as provic]ed herein. oral FIri'Ii. The General Partners of this ited Limited Partnership are. a ntl shall be JOHN P.. VERFEN and tners BERZ•IUDA COMPANY. The Limited Partners of this Limited Partnership -are and shall be the Trust created and establisheu under the Last Will and Testament of the said ETHEL 1. HAUK, Deceased, and VALERIE L. COATES and GEORGE F. COATES* JR. tial SIXTH: The initial contribution to to ri bu- n to capital of the Limited Partners is and shall be as follows: the .i-ted A. Subject to the provi- ..tmers; :=ow of sions * hereof , HUGH E . WALL, JR. and MAROLD H. a WT_LLIA.ti:SON, ?tS TRUSTEES, as aforesaic', shall forth— . • with contribute, convey and transfer to the Limited Partnership by Warranty Deed those certain parcels of real property situate and being in Dade County, Florida, as more fully described in zxhl hit A attached hereto and by • reference made a part .hereof . -B. VALERI,E L. COATES and GORGE F. COATES, JR. shall forthwith contribute, convey and transfer to the Limited Partnership by Warranty Deed that certain parcel of real property situate and being in Dade Count01 y, Florida, as more fully described in exhibit B attached hereto and by reference made a part hereof. •C. It is agreed by and amon the Far :ners . that the valve of the lanO-s contribute -3- 83-35% Pn1Gc Lao Grew, iayof1Nt.y5o A* L4%'4. wo nLtj i ouho!1r 1•UiLUING. mi^w1. FLOrlICA 3�3,31 by the Liuitcd )',trtncrs tc, citp-, tal is in tic: ag9regnte sum of $500, 0.00. 00, aIlocateal $450,000.00 to the trust c:rez'iterl and estab- lished under the Last Will and Tcs tariant of ETHEL M. PAUl:; Deceased, and $50, 000. 00 to VALERIE L. COATES and GEOitGE: F. COATES, JR. , subject, ho%.:ever, to the following proviso: In the event it should be later determined that the tax basis of such lands for Federal - Income tax purposes be less than $500,000.00, then and in such event, any taxable gain re- sulting from the ultimate disposition of the properties shall be allocate solely to the Limited Partners to the ex_ent of - the difference between the tax basis and agreed value,* such sub- . seguent allocation being for income tax purposes only, it beino nevertheless agreed that the total gain neasured fro^ a cost .basis of $500,000.00 shall be distributable to all Part-ners in pronort-Lon to their share of gains and losses. It is rurLher agreed that upon disposi- ' tion of all or i.ny part of the Properties, any part of the gain t`.crefrom which represents an excess of value as of date hereof over the agreed value of $500, 00 J. 00 shall not be withdrawn from the Partnership until all cash contributions mace by the General Partners and the 'sum of 15500,000.00 contributed by the Limited Partners wall have been repair? and Cistributed to suel► Partners in Su.? 1, -ind t!ie i.i:Lerests of t`_ c General Partners ' . in sucl! excess, if any, may not be transferred or u, thdrawn until t)wy Mize cort_i:.eted their manacje- went Services ::i th rc!sp-_c::. to Ow particular porLion of the proncrty %:Mi c:li t:. the SUhjcct of the c?isuo_:ition. 83-355: I t i s erJrccd tl' ��non c•cii t i o:z , c3c:l iv y a;ic] rc!corc? i nrj 0... the instruments of convcy;inrc executed by the Limited Partners- convc,y.ing to the Partncrc hip all of •their ri(jht, title and interest in and to the properties cic ,cribcd in L).hi.bit:: A. and l: attac?ied hereto, that the Limited Partners shall deliver simultaneously thereviith a'binder or commitment. for title in- surance or an opinion of counsel so as to assure a status cf title satisfactory to the General Partners. It is specifically understood and agreed that t::e . Deeds of Conveyance by the Limitee. Partners cf the properties described in Exhibits A and 3 shall not be filed in the Public Records, but shah be held in escrow by escrow, agents satis- factory to the Partners until such time as a construction] mortgage encu_Tberi.ng a Dart or the whole of the properties has been obtained and the mortgage proceeds assured. At such time and it being necessary that the Deed be `hen recorded, it. is agreed that the escrow agents shall be authorized to re- lease the same 'Co the Partner. shi p for recording. It is further understood and agreed, however, that should a construction mortgage be not obtained and the mortgage proceeds not assured within a period of six (6) months from date hereof, then and in such event, the escrc:•r agents shall return the said Deeds to the Limited Partners for -hwith unless the Partners shall unanimously agree to con- tinue the escrow for a further stipulated period. In the event of the return of the Deeds to the TAillited Partners, they shall be under no further li abi-1 ity nor responsibility here- , under, and the Limited Pa.rtne_sh-p shall be deemed terminated. in addition to the return of the Deeds to the Limited Partners, as aforesaid, the General Partners agree to execute and de- 4 liver to. the Limitec Partners a Special Warrztnty Deed wherein they quitclaim and convey any r.::oht, title cir interest, or color of title, in and to the said })rr-perL3.c ,, such Special 83-35t : .V^If-C /,t;U CAT LIN. ATTOIIe11.YS AT lA-4. All #11 C, 1 1 „vCj-sT ItIk14V 1 tUlal(iP� 1)1JI hliirran ty llL to be c>:ccu lcc? in zi 1)y tl)e said escrow agun is . c and hold in c .crotir iitial Con- rribution F the :!neral irtners S1:VE,rIT)1: . The initial c:ontribuL.ion of the Gcner.al Partners to carital is and shall bo as follo%,,s: A. J0111) P. _ V L'P,i :':7 hereby agrees to contribute forthwith the ruin of One Hundred Thousand Dollars ($100,000.00) . 1 g , BEMUDA C0:-1PA.NY hereby agrees to contribute forthwith the sum of One Hundred Thousand Dollars ($100, 000.00) . It is specifically understood and agreed by and along the Partners that should, z constructi'on mortgage be not obtained within the time allowable in ir`..ic? a SIXTH hereinzabove, and the Deeds of the _T,::n ted Partners conveying th.e properties described in _'1-.Yhih,i is A and S be returned to the Li nited • - Part- ers, together wit': the special warranty deeds of the ■ General Partners, then anc'_ in svcl.i event, 1--he -alance of the initial contribution of the General Partners shall he returned to them and they s1:all be una.er no surthe= liabi.lit nor responsibility under. the errs of this Agreement and the Linited Partnersh=» shall be deemed terminated. cone and ETC:i^H: Zt is agreed that the scope .:si ness of he Partner- and business of the Par -n-ershin shay_ consist of: the• econom, nip and corrarcial develop-ment of the real properties conveyed to the LiniteC Partnership by t1%e Limited Partners, as date_ mined ned by late ''General Partners, and as limited by the zonincl ordinances of t!:e City of t.iami or other govcrhmental agenc: applicable to the properties. !t. is con:ern:)Iated that such dewelonment s!ial.l cons sA_ of the co::-c1_ruc:lion- 1:ron the Prop . tiesdf apartmcn:-. s, hol-'e r:tis s, Privtc clu, rcn atirants and rcla.ted buildings, or s, or any one or more of the forcgoi»g. it i�: furthcr c:ontomplatrd that such SUC 1'A1GL A#4ci cATLIN, AI TonhI:r:, A, Lvov. ALf11LI-) 1 Gvl'Oftl 11LIILUIIIG, H11•!11, rLor11oA �.�131 • � 8ai—�5�. .. developmClit, of the. I)rof►ert-,c:s !:hall he ina0r: nnO. con- dministra- ion and ontrol of he Partner - hip .:ditional Dr. tribu- . _ons to .pital by .rtrers :r.itztt�n i Personal _arantecs Fn- irsc--mc'n is clLlc:tecl in st.-Icjes w1joychy a Portion or ixurtions thereof shall be i.mprovcd and developed in slicccssi.ve phases. NINTH: It is agreed that the General Partners shall have full and exclusive control and discretion in the scope and business of the Partnershit) and shall have full authority to determine the nature, type, configuration, plans, scope of the building improvements and o:: the mortgage or other financing necessary or,desir= abl-e in order 'to obtain funds for such improvements. 'The General Partners shall further have full discretion and authority to determine the time . or times for the co:*.Lmencemer of building imnrovements and in general, to manage, develop and ad_^.:ini_ste= the projects herein contemplated; provides',, however, that any sale of the premises or part thereof shall require the consent of all Partners. TENTLI: The General Partners agree to contribv to jointly to capital such additional funds be- tween them, which, when added to-martuage proceeds, shall bc- necessary to construct ane. co:ap'_ete the first bu? lding i.m- provemer_t and to com.;�ence its operation, including, but not exclusive of architectural plans, and spec: fications, survey_ mortgage costs and expenses, construction costs, landscaping furniture, furnishings, fixtures, eguiprient, promotion and advertsing costs, insurance and professional fees. ELEVEN 111 : It is sraci.ficaliy avreed b_ and between the Partners that- none of them slink be require( nor obligated to endorse, guarantcC or be individually liah' upon any r►ortgage, prom:_--sory note or other evi c?ence of in-- acbtedness in connection with the d.eve.lopriont of the proper tics of the Partnershin. 0 83-3WF. ►,rJG[ I+►+D f:DHij1 `��1� U:L►N.ITTo1+NLr!f A.1 1•.w,,,_1itED 1 L.PCINT 1!.)IL,th:..N1AN1, )pt_ion of to hc•- t.i►ae ar; a Pcrmt-111unt. fir- ;L ).ic.,,r Lnn(jc buen ubtai.ncd, exc- :(-).mu C;L:ni:l 'artnerr. cuted and funded encuml)urinc: the liinc?�. of Lhc hartnur,_-hip, o Compensa- ion to artners rivilege f Occunv- :g Prem:nes 0 or any Part thcrcof, , and' at anv ti ynu thcrca f tcr. , cach of the Limited Partners shn 1 have the ricjIn t and option to be and become a Gencral Partner. The exercise of such option shad be evidenced by an instrument in writing addressed to and delivered to the remaining Partners. Upon excrc_�;e of the option, a Limited Partner shall have full vote in the affairs of the Partner- ship proportionate to his or her in -erest in gains and lose hereunder. TH -T nTEENTH • it is agreed that there shall be no salary, waaes or compensation cue or pay- able to anv o the Part-ne=s v:11-1hout the approval and consen- of each of the remair_ino Partners evidenced in wr:.ting. F0LIRTT _:'V IL ii it- :.s agreed by and among the rartn-',Ya -hat the oua c? VALt'RIT; L. COATES and. G-.ORGY F. C07ME-S, JR-, her husband, shall have the ri,ht and privileg, to continue their occunan.v and res %aence upon the p=c-mises described in Exhibit B attached here -to and by reference mad a part hereof, untii =ch i-Me as --.ritten notice has been served upon them to vacate •therelro:nl signed by all of the remaining Partners. Upon receipt of such notice, the said VP.LERZE L. COATES and GLORGE F. C011'_'ES, JP.. agree to vacate picm_ses within 120 c^ :vs therefrom, subject, ho%iever, to th provisions of the folIo'::iny pa ac�ra,sh. It is agr.ceC at stich time aS VALrn:CL' L. Cn?'.`X n»il GEORGE F. COATF.S, JI:. vacate the ,a;C. preen ses nursuant to notice, as ufores%1? d, and as a co:iJi ti-o l to their obli9c. tion to vacate, tha shi,, 1 lo>» tc, th'U'll the sum of One 1'undrc:c? Thousand 1)nllars ($100, 000. Oh) , which said i — e - 83-35S .allocation )f Partner- )hi_o Income and mosses Ont:ion to 1!,.r an fer "-onertie to Co r • „ooration shi111 he evid-c-»cell by their Pr.o:ni^:;ory notc Fay,Ible to the order of the P,irLnershj.p, %-hich shall provide for re- payment, together wiLh interest at the rate of 4.1 tier annum, solely from 50% of their share of cash distributions from the Partnership, .t bzing understood that the said VALERIE L.. COATES and GEORGE' F. CMTLS, J•R. , her husband, shall only be liable for repay -men t solely from 501V of such cash distributions due her, iL bny there be. FIFTEENTH: It is agreed by and among It -he Partners that the net profits of the Partnership shall be divided among the Par _nets and the losses shall be borne by .hen in the follov,_,ng oronortions: The trust established under the Last t•,ill an Testament of: _r_.THEL M. HAU_;, Deceasec? VALE P? E L . CCAT E S and G EORGE F . CO:1,T-".,S, Jtt. JOHN R. V.EREB".. £E1"C/UDA CO `,T ANY 45 ner cent per cent 25 per cent '25 ner cent It is specir.cally ae, eed by and among the Partne that any proceecs or excess funds or proceeds shall be re- tained in the Partnership until s"ch time as the entire properties shall have been fully zeve'_oned, unless the par' shall unanimously othcrwise acrree in arri tino from t.`Lme to time. SIX'TEINTF . It is agrees?. that the General Partners shall have. the foil -owing options with re-1 spect to the lands conveyed to the LimiteC Partners tin by r t)ie �Limi tee? 'Partner as more fully in Exhibits. h and B attached hereto, namely: CR 83-35S . I �tGC /•NO UILIN. JrTQwylr.i• J tt 1it.0 I.P I&W1. rLC�f1l'•A :131.)r Li -Par tn: _ shy r) i;nn': �•c.counts P.C'Cc. ;s to 1`a r`.nC r !t);) s'•_c-ct t2s artcl �.c�: t-�•anL I:. TO CONvcy bars 1ccral ti tic^ t;►cr.c`tc? 1.0 it Co pnroLion to he formccl for that purpo^e, as nomince, and the capitiil Stock of ,uclt c:nrpo,ation shall. ).,c ownc,cl a»d held by persons other than the 11artncrs, suc:i vesture to '_�e temporary and for. a !;peci.fic pur- pose with reconvevance to the Partnership prior to occupancy to the extent possible. B. To convey full title' and ownership thereto to a corporation to be form for that purpose, and the capital stock of such corporation shall be b•:;ned and held by the Partners in the same proportion as they sh`re proFits am-'. losses hereunder pursuant to the provis_ons of nYti c? e 'T-FTE-F..:dT.i her einabove. 'in Such evert, the Gent--ral Partners -herein shell be vest`.i ed `,;ith the ric_ and aut'?ority to dete=:r.",re the advi sab:.lity of a Subc:napter. S ejection (and each Partner shall ccr.sent thereto), and `l;e tin and manner of a ? i q��<_c at .on of a corpor e.ticn . the event <_tie Properties be conveyee. to a ccr- Pora+_ion, i"t i.s agreee that the General Partners Shall have the same cont-rols, rights and pc•.-�ers as the ot`:e-,wise possess under the o ovisions of this A%c?rcement. S!a7I11.1T NV! t Al). f uncIs , cliec::s and xc- ceints of th-c` Par%--ncrrhJ.n Sna11 be (!,:j)os?.tcrJ in such bartki account or ��ccount:; as m:iv be mi i.nt-air►ed by the Pa Lners' from tlmt` to time. C•ncc%' an suc;, Account; or accounts be si,tned by - any on^ or the C.cn.. n-al Partner . )"IC)IT) ILIUM : ?'<<c:h ;trr.,tr.-r sha.l! have Cull -iccc!.s to al). lviol:n: a.,irl record:: at any �3-355, UU.t.IN A�i!.�1.1�:. • .tt i.: t i.. t,. .U:t:i. 1.���11.rtC.(.A 1)t 1 • and shall. to receive ;. ` y of all Partner!:h-cl financial reports -and .ax returns. ,dennity and PJlt:>';''_'FENT11 : -A ParLncr shall not con- • .pity . -t- sent in v.-riting ur othorwise to !a%ec»,c: ba.il or surn.L'y nor Lo- ia- to enter into any bond for any personothcr than a member n- • of his family. A Partner shall not permit to be done any- I thing whereby the property or capital. of the Partnership may be attached or levied upon. The Partnership assets and ce.pi•tal shall not be imitation oon Trans- =r or ssignment f Part- s in- arest and ale of set lia5ile'for the personal Zebts of the Partners, nor shall any Partner be or become personally liable for the debts of any other Partner.' Eac:: '?artner shall punctually pay his separate debts ar.d `or all of the.foregoing, each Partner shall indemnify the others and shall indemnify the capital and property of the Partnershin. Each Partner acrees to carry and may for liability insurance on his personal autom.obilcs in the face z_z.ount of at least $1oo,o00.o0 To= each person and $300,000.00 for each accident. ^y,' tiTT_ETF. it is agreed .hat the build— ings and assets of the Par tners` --p shall not be sold nor sha any Par tnersh-io interest be transferred for a period✓, of two (2) years foil ow-5 rg completion of the building improve %ents contemplated, and thereafter as follows. it is agreed by and among the Partners that shoulc one of the^ elect or determine to sell or otherwise dispose of hls par .nershir) intere n t , he, she or it shall first of fe: such interest to the =ema.i ninc Pz.r teers upon the same and i«entical price and terms as are offered to the selling Partner in Z valic? ape bona -fide written undertaking by a tllc ir. party or parties. 1►_n y or.e or all ofthe rer,aining lht to puret,asc and acquire the Pa terms shall have the r; c interest of the selling Partner upon such terms ane. conciiti -11- uTt„1. mion.icys AT w.w* /,LFj4j: O 1•0,.001df UUII,GIN:., 1.11,4ml. fto►tluAt .1]111 83�-35'". A t nr:vc s., x'-.y ((,0) (1, i In t-ho evLnc !.i►il LO !,ol.). ur cli::nu::^ of his P�►rti,cr.nl�ih intr;rc:;t WJ.tA6111 :;.ix (G) r.;ontl►!; after hc.-, ti)►r.• or 01 u,-i.,o11 sha 11 1»vr_ f .ir'r L cif f orc(I ,ic:l► t-o thu rc► ci i ni.n(j Pa r L•nt•r:; a new offer gnus; L bu ma0r_ should tl►c: ::o1.) incl 11i►.r. Lnr_.r sut�scr�►!cn t.) �, dcLcrminc to again sc..U. or or h; n, her cor its inLctcc�:l... votwi.thst.zndinu thu nrov.isions of thu forcc;oi.ng para- graph, each of the lartners shall have the, full r. i cjht and author itv to give or transfer t'lc:.ir interest or a part thereof to a member or members of their family, inclue.ing members of such family by marriage. Each of t_'1e Partners shall further have the full right and authority to bequeath or devise their Partnership interest by Will or to permit- the same to succeed by intestacy, pr-ovidecl, however, that iln. t'.-?e even" of the death of one or both of tine General Partners prior to fur.di.ng of a re'rmanen _ first mortcacTe contemplated. to be held by The Pruden'rial lnstirance Con,oarly of America, all of the Partners agree that they shall forthw-ith appoint a mznzger or a manace_ment company for the pur- Lose of completing the construc}ion of the building improvements then unc.4r constructon and/o: :-►nnaa rV the property of the Partners`lip, pan•'_ 1 such fundine occurs; provic'_ed, hov�ever, that such appointee int:st be approved by the saiC The Prudential In-- surance Company of in wri.tinc. In the event of distribution of the trust- under the. Will of ETHEL M. HAUK, Daccaso , the. e. i.sitrlbutaes shall aut-o-mati cally become Limited Partners in'tieu and in place of the Trustees or their succen;so= s. `.f ENTy..PirZST. Thin Par.tnersh p r:nv be ter— J,`.i)`.cZ`c.eC1 by the unallin?oL'S Co:1SC'nt`. of t:L:c Part:lers, caT1C4. i such cvcnt, it is tyre^d that• �,ro,�;,tlti� t.,po 1 d^ssolutio:. a general accounting shall be made i:l1cl tn;:cn of all of the transactions ap of: the to date o C term ra 4:.i.oli . hf tc_+: thC.• lia- ),i lit.ins of the, rai rnc.r.shil) have 1)::(:n T1r.ic: and clis- cbarUcd, tho rcT: a_; Y!?.nc) to talc, c:!k r.:llt. that are suif.ic:i::nt no .0 c?c, shall ):c F),:o rota for thz re- to Cach cjf i:11^. Par titer•. O�- th} .: .''!!:'►;'. to hie or hn_ CrCd:.t j.n bis or 1:^r i•!�l_�t�1 :�C c�� 1!' a�•,1 f il'.'r^�� tC).' .. _ 83-35'.5\ -mendmen t eirs and •;.ccessor s rayer aii•:i' )-cwo in i i�c� c�tl !,,�ilcl :,!i,1. 1 bk• L! I :;l.r 15i, Lcc1 Lo flit: V,irLnn.rs i» propor.Lion Lo Uicir. I.hr•i) -0)ovittiori of pror..i.Ls and losses hurcuneter. It is agrr_eel i ))WL in tliu evc:,il: tltc: a .11ocitti.orn of capital account and profits and 1 os cs of the : e:riti l*.ning Partners can be satisfied '_��,� cash or o -herwise, that the Trustees of the trust aforerl;entioncd, shall have the right. to take their allocation in the land t;ien owned by the Partnership, if such allocation is possible. TWENTY-SEC0NO if at any time curing the coati nuance of this Partnership, the parties deem it to be necessary oY expedient to r..a':e any alterations, -changes or modificati, ons of any article, cause, mat _er o_ thing here- in COn rained, for the more ao-Vc : tc . �'OL1S Or 5c:.t_ 5 FCC' Ory management of the partricrshin b'.is_ness, such alterations, . chanac or modification shall only be made by an instrunent in writing' of ecual dicTnity with these presents, and signed by all of the parties to this Agrecment. j I TW--NTY-•T 1?D: Th..a AUreement s_ia?',_ be binding upon the par ties hereto, their heirs, = _. resentative, executors and administrators. Ti;''NTY-PO(JR' 1: it Jis acknowX ec = eel that no written instrument can record all that is in the human mind ,or human heart, nor can ti.,e as mortals provide for all possible future cont;nvencies. ?t is, therefore, ou= Drays that with mutual respect and ur.e.ers andina o, one to the o-her, that this Agrccmcnt. .'ill fulfill the aspirations of all parties with the detrimen': to none. • IN -1q,'NESS %,Mr.nr:0:F j the parti cs hereto have -13- 83-355 frIGL AtvU C-"T1,1!J, ATiC�'•t.TT L1 L .� l..11•..D 1 � 1:.:�'_.•�' I��n�.i. F -_ �: .', •�� ),ci:umito -;cL )II-m0e; and L}iu c?iiy itrid ye,Ir al)uvc wr.i t Lets . Sicjne0, Scalcd Einc] � D^livered in the �i0,"'VI , llc. , as '1'rustce of Presence of: trust ercuL•cd,tindc:r the Last Will end Testament of L'1'!JL•'L 14. IMUt:, *'ATULll 1,� t.,rrrS��r-SrJ'_�, `s �rrLstee ., the trust created under the Last- and Testament t of ::V.' SL 11, f:AUY,, Deceased -21 r 10 r,.c.� ,�i�,r/��-,tit_ ?rt�til:!:3:1 CrJ:•iPT�.t�Y ' ... 83-354 Rik STATE OF FLORIDA COUNTY OF DADE I, an officer authorized to take acknowledgments, }IEREBY CERTIFY that on this..._ .__.day of I9—._._, personally appeared before me -- _and.__ known to me to be the City manager and the City Clerk, respectively, of THE CITY OF MIAMI, a mu- nicipal corporation in and under the laws of the State of Florida, and known to me to be the persons who executed the foregoing instrument, and they severally acknowledged the execution thereof to be their free and voluntary act and deed as such officers, for the uses and purposes therein expressed, and that they af- fixed thereto the official seal of the said municipal corporation, all by and with the authority of law and of the City Commission, and that the said instrument is the free and formal act of the said municipal cor- poration. Mi a V ►mot V WITNESS my hand and official seal in said County and State the day and year last aforesaid. Notary Public, State of Florida at Large My Commission expires: r $4 y �Lr 4) V w S t 0 0 w O ►v. O V as W o .2 cto a w o ° o a o cd .� q U w o F H w E.,o ::.,..., w .., .o qu t. i-� Q A th U aao fW4 U Tins INSTRU:d£NT IS ExECUTED PURSUANT TO ORDINANCE AND RESOLUTION No......_M.... _._.. APPROVED AS TO FORM M w^ City Attorney APPROVED AS TO IIESCRIPTION Donald W. Cather Director of Public Works APPROVED AS TO TRANSACTION 83-35,5, 11 El EASEMENT TO CIri OF +ilr\:1I FOR DRAI.:AGE THIS Ii+`DE:.TURE, Made this 14 day of Feb_*;1iary by and between BELC7 LTD. d/b/a BANYAN BAY AP%1RT."tr"1TS , A.D. 19 83, of the County of name , State of Flori(.a , part Y of the first part and the City of 'Miami, a body corporate and a political subdivision of the State of Florida, and its successors in interest, party of the second part. WIT::ESSETH: -- That the party of the first part, for and in consideration of the sum of One Dollar and other valuable considerations paid, receipt of which is hereby acknowledged, ha s granted, bargained, sold and conveyed and does hereby grant, bargain, sell and convey to the party of the second part and its successors in interest, an easement for drainage purposes and purposes incidental thereto, over and across the following described land, situate, lying and being in the County of Dade, State of Florida, to -wit: (See Exhibit "A" attached hereto) r� together with the right of the part_, of the second part to use said strip of land in such manner as may be necessary in the operation of its equipment used in the maintenance of required drainage facilities. Party of the first part also agrees to relocate existing drainage facilities to conform to this easement, at no cost to the City, and in accordance with the requirements of the City of Miami, Department of Public Works. All of the provisions hereof shall enure to the benefit of the heirs, executors, administrators and assigns and the successors in interest of the respective parties. IN WITNESS WHEREOF, the part v of the first part has hereunto set his hand_ and seal_ on this, the 14 day of February A.D. 19 83. Signed, sealed and delivered in the presence of: �Z J �L2 dl�6 (SEAL) Robert 'R. Bellamy'! Bermuda Co. Pres, General Partner (SEAL) 83-354 Ref. :1500/6 2/23/83 EXHIBIT "A" LEGAL DESCRIPTION OF THE CU,;TEitLINE OF A PROPOSED 20.0 TOOT DRAINAGE EASE: -LENT CO`4-B:"CE at the SE corner of Lot 15, Block 2 of KNIGHT' S ADDITION TO LE?lON CITY according to the Plat thereof recorded in Plat Book "A" at Page 26 of the Public Records of Dade County, Florida, the same being a Southwesterly corner of Tract "A" of Banyan Bay Apartments according to the Plat thereof recorded in Plat Book 94 at Page 55 of the Public Records of Dade County, Florida, and a point on the Northerly right -of, -way line of N. E. 62 Street; thence run 'North 88 degrees 23 minutes 56 seconds East along the South line of the said Tract "A" and along the Northerly right-of-way line of N. E. 62 Street for a distance of 123.97 feet to the Point of Beginning of the centerline of the 20.0 foot drainage easement herein described; thence run :forth 52 degrees 12 minutes 18 seconds West for a distance of 113.67 feet to a point; thence run North 18 degrees 57 minutes 26 seconds Vest for a distance of 119.29 feet to a point; thence run North 1 degree 53 minutes 44 seconds West for a distance of 15.0 feet to a point on the Southerly right-of-way line of N. E. 63 Street, said point being located 36.50 feet Easterly of, as measured at right angles to, the Westerly line of the said Tract "A" and the end of said centerl hie. THOMAS JACKSON GARRIS, PROFESSIONAL L.AND suRvnoR . 622 S.W. 27TH AVENUE, MIAMI. 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