HomeMy WebLinkAboutExhibit4Exhibit A
LEGAL DESCRIPTION OF UPLAND PARCEL
Commence at a point shown marked by an 5/8" diameter iron rod and Cap Stamped F.D.O.T., shown as
P.T. Sta. 25+50 on the "Official Map of Location and Survey of a portion of Section 8706, designated as
part of State Road A-1 A in Dade County, Florida", prepared by the State Road Department of the State
of Florida, as recorded in Map Book 56, at Page 71 of the Public Records of Dade County, Florida. Said
point being the point of tangency of the original center line of the Douglas MacArthur Causeway running
Easterly and South Easterly from the Westerly limits (West Bridge) of Watson Island as shown on Sheet
3 of the State Road Department Right -of -Way Map, Section No. (8706-112) 87060-2117, revised March
25, 1959, said most Northerly curve having a radius of 1432.69 feet and a central angie of 62° 00' 00
seconds"; thence South 59° 51' 26" West departing radially from said centerline a distance of 987.36 feet
to a Projected Bulkhead line; thence North 17° 12' 21" West aloog said bulkhead line, a distance of
238.86 feet to the point and place of beginning, thence North 17° 12' 21" West continuing along said
bulkhead line a distance of 924.70 feet to the Southerly right of way line of State Road A-1-A Douglas
MacArthur Causeway; thence along said Southerly right of way line the following courses and distances;
South 89° 10' 55" East, a distance of 73.08 feet•, thence North 86° 44' 00" East, a distance of 67.09 feet to
non -tangent curve concave to the Northeast whose radial line bears North 39° 29' 18" East having a
radius of 160.00 feet and central angle of 22° 09' 33"; thence along said curve an are.length of 61.88 feet;
thence South 7° 40' 15" East continuing along said Southerly right of way line a distance of 276.49 feet;
to a curve concave to the Southwest having a radius of 600.00 feet and central angel of 46° 17' 39" thence
along said curve an arc length of 484,79 feet to a point of tangency; thence South 26° 22' 36" East
continuing along the southwesterly right of way line of State Road A-1-A, a distance of 196.59 feet
thence South 54° 07' 39" West Departing Said right of way line, a. distance of 532.16 feet; thence North
35° 54' 03" West, a distance of 132.74 feet•, thence South 54° 07' 39" West, a distance of 150.14 feet to
the point of beginning.
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Exhibit A (Coal
LEGAL DESCRIPTION OF SUBMERGED PARCEL
Commence at a point marked by an 5/8" diameter iron rod and Cap Stamped F.D.O.T., shown as P. T.
Sta. 25+50 on the "Official Map of Location and Survey of a portion of Section 8708, designated as part
of State Road A-1-A in Dade County, Florida", prepared by the State Road Department of the State of
Florida, as recorded in Map Book 56, at Page 71 of the Public Records of Dade County, Florida. Said
point being the point of tangency of the original center line of the Douglas MacArthur Causeway running
Easterly and South Easterly from the Westerly limits (West Bridge) of Watson Island as shown on Sheet
3 of the State Road Department Rigbt-of-Way Map, Section No. (8706-112) 87060-2117, revised Mardi
25, 1959, said most Northerly curve having, a radius of 1432.69 feet and a central angle of 62° 00' 00";
thence South 59° 51' 26" West departing radially from said centerline, a distance of 987.36 feet to a
projected bulkhead line; thence North 17° 12' 21" West along said bulkhead line, a distance of 238.86
feet to the point and place of beginning; thence South 49° 32' 57" West departing said bulkhead line a
distance of 550.92 feet to a point of intersection of lines 'of turning basin limit as established by U.S.
Army Corps of engineers and position by coordinates North 527,878.62 feet, East 926,135.22 feet (based
on North American Datum 1983-NAC83); thence North 31° 03' 50" West, along the limits of said turning
basin a distance of 428.44 feet to a point of intersection with the East right of way line of the intracoastal
waterway; thence North 03° 27' 54" West along said East right of way line a distance of 874.43 feet to a
point of intersection with the Southerly right of way line of said Douglas MacArthur Causeway, said
point of intersection being a point on a curve concave Southerly and having a radius of 10,716.59 feet, a
radial line to said point bears South 01° 15' 15" East; thence run Easterly for 387.46 feet along the arc of
said curve and along said Southerly right of way line, through a central angle of 02° 04' 1T' to a point of
tangency; thence South 89° 10' 55" East continuing Easterly along the said Southerly right of way line, a
distance of 31.87 feet more or less to a point of intersection with an existing bulkhead line; thence South
17° 12' 21" East along said bulkhead line a distance of 924.70 feet to the point of beginning.
OY&S/208223.17
Exhibit B
Definitions
Any capitalized term used but not defined in this Agreement, including, without limitation, this
Exhibit B, shall have -the meanings assigned to the same in the Ground Lease.
1.1 "AA" shall have the meaning ascribed to such term in Section 6.1.10 of this Agreement.
1.2 “Additional Deposit" shall have the meaning ascribed to such term in Section 52 of the
Agreement.
1.3 "Additional LOC" shall have the meaning ascribed to such term in Section 5.2 ofthe Agreement
IA "Adc_litenal Security" shall mean and refer to either the Additional Deposit or the Additional
LOC as elected by Flagstone pursuant to Section 5.2.
1.5 "Agreement" shall mean and refer to this "Agreement to Enter into Ground Lease" by and
betWeen City and Flagstone.
1.6 "Agreement Securitv" shaft mean and refer to the Initial Security and the Additional Security
collectively.
1.7 "ApMnaat tCrnig Matter' shall have the meaning ascribed to such term in Section 7.5 of this
Agreement •
1.8 "....slyd of Trustees" shall have the meaning ascribed to such term in Section 4.2.5 of this
Agreement.
1.9 akief Executive Officer" means the administrative head of the City's government who is
authorized to execute this Agreement and other documents, including notices required hereunder.
1.10 E)al Procedures" shall mean and refer to the procedures for
submittal by Flagstone and review and approval by the Chief Executive Officer of any Approval -
Requiring Matter as described in Section 8.2 hereof.
.11 "CiU" shall have the meaning ascribed to such term in The first paragraph of this Agreement.
1,12 "C9nstruetion Plans and Specification?shall have the meaning ascribed to such term in Section
6.1.1 of this Agreement,
1.13 "ace shall have the meaning ascribed to such term in Section 4.2.2 of this Agreement.
1.14 “Development Plans" shall have the meaning ascribed to such term in Section 7.1 of this
Agreement.
1.15 "Development Team" shall have the meaning ascribed to such term in Section 6.1.4 of this
Agreement.
1.16 "plsclosed Investor" means all Investors other than Non -Disclosed Investors.
1.17 "Disoualifie.d Person" means any Person who: (i) shall have committed a material breach under
any lease br other written agreement with City; (a) has had any criminal felony convictions
within the immediately preceding ten (10) years; (iii) has a widespread reputation (as evidenced
GY&S/208223. / 7
by newspaper articles or other media reports of the mainstream press which are not subsequently
retracted) for corrupt or unlawful business dealings; or (iv) is named on any list issued by a
Governmental Authority of individuals and/or entities engaged in terrorist activities, including,
but not limited to, the following: (a) list of Specially Designated Terrorists (SDTs) issued by the
Office of Foreign Assets Control ("OFAC") pursuant to Executive Order 12947; (b) list of
Specially Designated Global Terrorist (SDGTs) issued by OFAC pursuant to Executive Order
13224; and (c) list of Foreign Terrorist Organizations (FTOs) issued by the Secretary of State.
1.18 "Downtown DRI" shall have the meaning ascribed to such term in Section 4.2.2 of this
Agreement.
1.19 "Effective Date" shall have the meaning ascribed to such term in ARTICLE 1 of this Agreement:
1.20 "Escrow Agent" shall mean and refer to Shafts & Bowen LLP, whose address is 1500 Miami
Center, 201 South Biscayne Boulevard, Miami, Florida 33131.
1.21 "Escrow Agreement" shall have the meaning ascribed to such tern in Section 5.3 of this
Agreement
1.22 "Event of Closure" shall mean and refer to any time periods that the City of Miami, Miami -Dade
County or the State of Florida (or any of its applicable departments or agencies) are closed due to
a significant event (such as Acts of God or terrorism, etc.) and such closure has •a reasonably
demonstrable effect on Flagstone's ability to obtain its Project Approvals hereunder or the City's
ability to satisfy its conditions precedent in Section 4.2.5 and/or Section 4.2.6 hereof; provided,
however that in no event shall the tetra "Event of Closure" as used in this Agreement be deemed
to: (i) allow any extensions for more than six (6) months in the aggregate; and/or (ii) include,
without limitation, normal and customary closures of such governmental offices for weekends
and holidays.
1.23 "Event of Flagstone's Default" shall mean and refer to those events which shall constitute a
default by Flagstone under this Agreement and whicb are set forth in Section 11.1 hereof.
1.24 "Fla stone" shall have the meaning ascribed to such term in the first paragraph of this
Agreement.
1.25 "Ciround Lease" shall mean and refer to the ground lease for the Property to be executed by the
parties as provided herein, a form of which shall be attached hereto as Exhibit C.
1.26 "Initial Deposit" shall have the meaning ascribed to such tens in Section 5.1 of the Agreement.
1.27 "Initial LOC" shall have the meaning ascribed to such term in Section 5.1 of the Agreement.
1.28 "Initial Security" shall mean and refer to either the Initial Deposit or the Initial LOC as elected by
Flagstone pursuant to Section 5.1.
1.29 "jnvestor(s)" means: (i) all Persons now or hereafter having an equity interest in the Project (II)
any direct or indirect legal or beneficial owners of interests in all of the equity investors in the
Project and (ill) holders of any note, debenture, mortgage or other security instrument in any
GY&S/208223.17
Project Component(s) and/or Flagstone, other than an Approved Lender (as defined in the Ground
Lease).
1.30 "Investor List" shall have the meaning ascribed to such term in Section 4.13 of this Agreement
1.31 "jliv�star Questionnaire" means a questionnaire prepared by the Financial Advisoras part of the
initial screening process for Disclosed Investors, the form of which shall have been mutually
agreed upon by the Financial Advisor, the Chief Executive Officer and Flagstone:
1.32 Island Gardens Proposal" shall mean and refer to Flagstone's proposal to the City in response to
the 'Watson Island RFP, entitled "Island Gardens at Watson Island RFP" dated July 13, 2001.
1.33 "Lease Delivery" shall have the meaning ascribed to such tercet in the first paragraph, of
ARTICLE 6 of this Agreement.
1.34 "Lease Delivery Date" shall have the meaning ascribed to such term in the first paragraph of
ARTICLE 6 of this Agreement
1.35 "Lien" shall mean and refer to any and all liens, encumbrances, mortgages, pledges, security
interests, collateral assignments or charges of any kind, which niigbt be or become a lien upon the
property or any part thereof.
1.36 `Major Use Special Permit" has the meaning ascribed to it in Article 17 of Ordinance 11000, as
amended, the Zoning Ordinance of the City of Miami, Florida.
1.37 ")vfVSP Applicati0n" means any and all of the information required or otherwise necessary in
connection with the obtaining of the Major Use Special Permit.
1.38 "MUSP Approval" shall have the meaning ascribed to such tern in Section 4.2.1 of this
Agreement -
1.39 " JE PC" shall have the meaning ascribed to such tern in Section 4.2.2 of this Agreement.
1.40 "NQPC Application" shall have the meaning ascribed to such term in Section 4.2.2 of this
Agreement.
1.41 'TNOPC Approval" shall have the meaning ascribed to such term in Section 4.2.2 of this
Agreement.
1.42 ' "QSratmg Team" shall have the meaning ascribed to such term in Section 6.1.5 of this
Agreement
1.43 "prganizational Documents" shall have the meaning ascribed to such term in Section 4.1.4, of this
Agreement.
1.44 'partial Modification of Restrictions" shall have the meaning ascribed to such terra in Section
4.2.5 of this Agreement.
1.45 "jyment and Performance :ond" shall mean and refer to such payment and performance bonds
which are required to be obtained, or caused to be obtained, by Flagstone pursuant to Section
6.1.9 hereof prior to issuance of the master building permit for the Property, which payment and
performance bonds shall be in favor of City, in amounts acceptable to City with respect to the
GY&S/208223.17
work to be performed by the general contractor(s) for the Project and such of the subcontractors
as shall be required by City, shall be issued by a company approved by City and shall otherwise
be in form and substance acceptable to City.
1.46 '°' s n" means any natural person, trust, firm, partnership, corporation, joint venture,
association, company, or any other Legal or business entity investment enterprise.
1417 "Project" shall mean and refer to the development of the Property and the construction of the
Project Components therein.
1.48 "Erdect Approvals" shall have the meaning ascribed to such term in Section 6.1.13 of this
Agreement.
1.49 '`project Components" means those certain components and amenities of the Project more
particularly set forth on Exhibit E of the Ground Lease.
1.50 Y" shall have the meaning ascribed to such term in the first recital of this Agreement.
1.51 `Relocated Occupants" shall have the meaning ascribed to such term in gertion 4.2.d of this
Agreement.
1.52 "Security Deposit" shall mean and refer to any of the Initial Deposit, the Additional Deposit or
the Final Deposit, if elected by Flagstone.
1.53 "Total Security" shall mean and refer to the Initial Security, the Additional Security and the Final
Security collectively.
1.54 "Won Island RFP" shall mean and refer to that certain Mega Yacht Marina and Mixed Use
Waterfront Development Opportunity - Watson Island Miami, Florida Request for Proposals.
dated February, 2001, as amended. -
GY&S/208223. 17