HomeMy WebLinkAboutExhibit 19Exhibit F
Flagstone Corporate Revolution
(To be included prior to Execution)
Caiehutpon Stegig lee nseat Yb !l-11-17 c
Victoria Bertrand
From:
Sent:
To:
Cc:
Subject:
Jackson, Robin Jones [RJones-Jackson@miamigov.com]
Friday, December 07, 2007 2.52 PM
Lillian Ser
Bustamante, Aldo; Zamora, Olga; Victoria Bertrand; Billberry, Laura, Diaz, Rafael
RE: Corporate Structure
Dear Lillian — Thanks for the requested corporate status update.
Dear Aldo and Olga — Please add Lillian's email below as an attachment regarding corporate status for the Amended
Easement.
Thanks All for your continued thoughtful assistance — Robin
Robin J. Jackson
Assistant City Attorney
City of Miami, Office of the City Attorney
444 S.W. 2nd Avenue, Suite 945
Miami, Florida 33130
Phone: 305-416-1853
Fax: 305-416-1801
Email: riiackson a,ci.miami.fl.us
From: Lillian Ser [mailto:lser@flagstonegroup.com]
Sent: Friday, December 07, 2007 2:04 PM
To: Jackson, Robin Jones
Cc: Bustamante, Aldo; Zamora, Olga; Victoria Bertrand
Subject: Corporate Structure
Flagstone Development Corporation was appointed manager of Flagstone Island Gardens, Flagstone Property
Group and Flagstone Miami Holdings pursuant to valid corporate resolutions and management agreements in
2003. Moreover, Flagstone Development Corporation is wholly owned by Mehmet Bayraktar. This is to confirm
that Flagstone Island Gardens and Mehmet Bayraktar continue to be in compliance with Section 8.2 of the Ground
Lease.
In light of the above, the correct signature block for Flagstone Island Gardens, LLC is as follows:
BY: Flagstone Island Gardens, LLC,
a Delaware limited liability company
By: Flagstone Development Corporation,
a Delaware corporation
By:
Mehmet Bayraktar
Title: President
Please let me know if you need anything else. Thank you for all of your assistance.
wA Lillian A. Ser, General Counsel
�'j+ Flagstone Property Group
i tALSIUnt 1674 Meridian Avenue, 3rd floor
OR BK 2461.0 PG 2955
LAST PAGE
Miami Beach, FL 33139
P: 305.531.3747x142 F: 305.531.3748
Cell: 561,301.8796
IserWlaastonegroup.com
11111111111111110
FIRST AMENDMENT
CFN 2OO7R1177443
OR RR 26102 P9S 3110 - 3124I (15c3s)
RECORDED 12/12/2007 12:31:18
NARVEY RUVINi CLERK OF COURT
MIAt1i-DADE COUNTY? FLORIDA
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (PARCELS A, B 8 C.)
THIS FIRST AMENDMENT TO THE TEMPORARY CONSTRUCTION EASEMENT
AGREEMENT ("First Amendment") is made as cf • ii , 2007 by THE CITY OF MIAMI, a
municipal corporation of the Stale of Florida ("city"), to and for the benefit of FLAGSTONE ISLAND
GARDENS, LLC, a Delaware limited liability company, f/k%a and successor by merger to Flagstone
Properties, LLC, a Florida limited liability company ("Flagstone").
RECITALS
A. City and Flagstone heretofore entered into that certain Agreement to Enter Into Ground
Lease dated January 1, 2003 (as may be amended from time to time, the "Agreement to Enter Into
Ground Lease").
B. Pursuant to the Agreement to Enter Into Ground Lease, City and Flagstone agreed to
enter into a Ground Lease +rr-tho form alashed-thorcto as Exhibit "C" (as may be amended from lime to
time, the "Ground Lease"), subject to and in accordance with the terms and conditions set forth in the
Agreement to Enter Into Ground Lease. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings given 10 Them in the Ground Lease
C. City is the owner in fee simple of certain upland on Watson Island and certain submerged
land located adjacent Thereto (collectively, the "Leased Properly"), all as more particularly described in the
Ground Lease.
D. Pursuant to the Ground Lease, City will lease to Flagstone, and Flagstone will lease from
City, the Leased Property, and Flagstone or one or more Major Subtenants will develop and operate a
mixed use project thereon (the "Project").
E. City will derive substantial benefits from the development and operation of the Project.
F. City is also the owner in fee simple of certain other land located on Watson Island.
G. The construction of the Project requires that .Flagstone be granted certain easements
over, across and upon a portion of Watson Island on a temporary basis for construction staging access
and other purposes described herein.
H. City has agreed to grant such easements, all as more particularly described herein
I. The City of Miami Commission authorized the City Manager to execute the grant of
Temporary Construction Easement Agreement (the "Easement Agreement"), which the City and
Flagstone negotiated, providing for construction use and access to the Project.
NOW, THEREFORE, in consideration of Ten and No/100 Dollars and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by the parties, City and Flagstone
agree as follows.
First Amendment Temporary Conslruclion Easement
AGREEMENTS
'1. Section 2.2.1 of the Easement Agreement is hereby amended to read as follows.
Parcel A: e temporary non-exclusive easement over, across and upon approximately t-3 4.33
acres, as described in Exhibit "A" attached hereto ("Parcel A"), for the limited purpose of
construction staging, construction parking, equipment and rnaterials lay -down and/or sales and
construction offices related to the Project, and--cguipreeaf-and Featorialc lay-dew,n along with
ancillary parking for same.: The City reserves the right to require Flagstone to vacate the site and
demolish, or cause to demolish, any structure(s) and/or any equipment and/or materials Within 60
days of written notice by the City for a portion of the Easement Parcel that may be granted to any
other governmental entity_includinq but not limited to the Florida Department of Transportation
f"FDOT"), to allow Flagstone sufficient amount of space for construction parking (or other
allowable use) of no less Than 100 vehicles.
2. Section 2.2.2 of the Easement Agreement is hereby amended to read as follows:
Parcel B: use from time to time and subject to availability, as determined by the Chief Executive
Officer or his designee, of a temporary non-exclusive easement over, across and upon
approximately 1.11 acres, as described in Exhibit "B" attached hereto ("Parcel B"), for the limited
purpose of construction staging and/or sales and construction offices related to the Project and
equipment and materials lay -down. The City reserves the right to require Flagstone to vacate the
site and demolish, or cause to demolish, any structure(s) and/or any equipment and/or materials
within 60 days of written notice by the City upon the exercise of a lease, easement, or other
agreement by the existing or any future heliport or aviation site tenant for use as a heliport,
seaplane, or aviation facility.
3. Section 2.2.3 of the Easement Agreement is hereby amended to read as follows:
Parcel C: a temporary non-exclusive easement over, across and upon approximately 2.15 acres,
as described in Exhibit "C" attached hereto ("Parcel C"), for the limited purposes of providing
ingress and egress to Parcel A and B, and/or for sales and construction offices related to the
Project ancillary parking and equipment and materials lay -down; provided, however, that La) the
City reserves the right to eliminate, upon 60 days written notice by the City, the ancillary parking,
equipment and materials lay -down areas on Parcel C while continuing to provide access to the
Project if needed for other development on Watson Island, and (b) Flagstone receives the right,
and City grants to Flagstone the right, to continue to use Parcel C for its sales and construction
offices and ancillary parking for as long as Flagstone needs those uses to continue to be located
on Parcel C in connection with the Agreement to Enter and/or the Ground Lease,
These parcels may also be used for the placement of permanent utilities, including but not limited
to, underground electrical, water, sewer, telephone, and cable lines as well as natural gas and
fuel lines which may be for the exclusive use of any one of the Cily's island tenants. Said
authorization for placement of utilities shall be subject to plans submitted to the Chief Executive
Officer for his prior written approval, which approval may be conditioned or withheld in is sole
discretion.
The above easements are hereby collectively referred to as "Easement Area" and are granted for
the limited purposes set forth herein and for no other purpose unless first approved by the Chief
Executive Officer or his designee, in writing, which consent may be withheld or conditioned in his
sole discretion. The City reserves the right to use portions of the Easement Area, for itself or others,
as it may require, and Flagstone will not interfere with such shared use and if necessary, will relocate
equipment that may be located in the Easement Area and/or make additional alterations, al
Flagstone's sole cost, to provide for such shared use. Flagstone may implement reasonable security
measures provided they are coordinated and approved by the Chief Executive Officer.
4. Section 4 of the Easement Agreement is hereby amended to read as follows:
First Amendment Temporary Construction Easement
Changes and Additions to Easement Area. Gily reserves the right at any time and from time to
time, and at no cost to the City, and at it, eolo cost and expense, to make or permit changes or
revisions to the Easement Area necessary to comply with federal, state and/or any other
governmental entity, including additions to, subtractions from, rearrangements of, alterations of,
and modifications of, the Easement Area. Netwit above:-ka-tfne-avant
tho change evision-(+)-a the-€asemeat-Arairor--(4) ateriaµy-and
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5. Section 12 of the Easement Agreement is hereby amended to read as follows:
Restoration of Easement Area. Pursuant to the terms of the Agreement to Enter into
Ground Lease, the Ground Lease and the Partial Modification of Deed Restrictions In
ling of this Agreement -Flagstone shall provide Chief Executive Officer
approved services and construct improvements to the Easement Area at a cost of -up -le no less
than $1,000,000 to improve the open space area. Such improvements may include, but not be
limited to, master planning of Southside Park, open air pavilion or covered support facility,
fencing, removal of invasive trees and plants, underground utilities, park pathways, bicycle and
jogging trails, public restroom facilities, security cameras and/or devices, and parking area.
Flagstone, at its sole cost, agrees to repair and restore the Easement Area to a condition better
than it was delivered to Flagstone and in substantial accordance with the Master Plan for the
South Side Park to be approved by the City. Such restoration shall be done prior to the expiration
of this Agreement.
Ratification. City and Flagstone hereby ratify and confirm the Easement Agreement and acknowledge
and agree that the Easement Agreement remains in full force and effect without modification, except as
specifically set forth in this First Amendment to the Easement Agreement, and without default by either
party.
Headings. The captions and headings contained in this First Amendment are for convenience of
reference only and shall not affect the construction of interpretation of this First Amendment.
Amendments. No amendment of any provision of this First Amendment or the Easement Agreement
shall in any event be effective unless it is in writing and signed by party against whom enforcement is
sought.
Severability• Any provision of this First Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof or affecting the validity or enforceability of such
provision beyond such extent or in any other jurisdiction. It is the intention of the parties to this First
Amendment that if any provision of this First Amendment is capable of two constructions, one of which
would render the provision void and the other of which would render the provision valid, the provision
shall have the meaning which renders it valid.
Binding Effect; Assignments. This First Amendment shall be binding upon and inure to the benefit of
the City and Flagstone and their respective successors and permitted assigns.
Governing Law. This First Amendment shall be governed by, and construed in accordance with, the laws
of the State of Florida, without application of its conflict of law principles.
Entire Easement Agreement. The Easement Agreement, as amended by First Amendment, together
with all easement agreements, license agreements and Subordination, Non -Disturbance and Attornment
Agreements executed in connection therewith or otherwise contemplated thereby, embody and constitute
the entire understanding between City and Flagstone, and all prior or contemporaneous agreements,
understandings, representations, and statements, oral or written, with respect thereto are merged therein.
First Amendment Temporary Construction Easement
Counterparts. This First Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any party hereto may execute this First
, Amendment by signing any such counterpart.
First Amendment Temporary Construction Easement
IN WITNESS WHEREOF, City and Flagstone have executed Os ' sl Amendment as of the date set
forth above.
Attest: THE CITY OF AN, a mwt cipal corporation of the State
BY:
� By
16 Pri. ilta A. Thompson, CMC in Pedro G. Herman
City Clerk City Manager
APPROVED AS TO RI r EQUtREMENTS APPROVED • FORM
AND C"
Bv:
LeeAnn Breh
Risk Man erne
Witness:
nis rator
(
FLAGSTONE ISLAND GARDENS LLC,
a Delaware limited liability company
By: Flagstone Development Corporation,
a Delaware corporation,
its manager
Mehra : t Bayrakta
First Amendment Temporary Construction Easement
STATE OF
COUNTY OF L,It dt &4, - Dade ) 1
The eg ing instr' ent was acknowledged before me this 11 day of Demo,. he/ ,
2007, by otio itthuntieg the Chief Executive Officer of the City of Miami, a
municipal corporation oftheState of Florida, on behalf of the City.
Personally Know or
Produced Identification
Type of Identification
Produced
NOTARY PUBLIC -STATE OF FLORIDA
Ofelia E. Perez
Cornmissioa 0 DD701412
� ,.� Expires: AUG, 02, 201,1
Darn?D rsxusn.nmu suaoma o ovC
Signature:
Name: (Print or ty
Title: Notary Ptkilie
Serial No., if any: D D %D) ('1 f 1
My commission expires: iv, .
STATE OF +l d-d--'
COUNTY OF nl w )
The foregoing instrument was acknowledged before me this /0 &day of )1 UL
2007, by Mehmet Bayraktar, as President of Flagstone Deyelopment Corporation, a Delaware
corporation, the managing member of FLAGSTONE ISLAND GARDENS LLC, a Delaware limited
liability company, on behalf of each company
Personally Know {/ or
Produced Identification
Type of Identification
Produced
47,7:,.\ VICTORIA BERTRAND
MY COMMISSION 1 DD 575600
E) tES:Juy24,2010
Barad TIw retry Pubic IYdnrhn
Signature:
Name: (Print or type)
Title: Notary Public Serial No., if any: tDb J / wry —%0 0
My commission expires: of 40/7)
First Amendment Temporary Construction Easement