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HomeMy WebLinkAboutExhibit 1This document prepared by: Iris Escarra, Esq. Greenberg Traurig 1221 Brickell Avenue 22nd Floor Miami, FL 33131 AMENDMENT NO. 1 TO LICENSE AGREEMENT THIS AMENDMENT TO THAT LICENSE AGREEMENT, ("AMENDMENT"), is made and entered into this day of MAY, 2011 (the "Effective Date") by and between BRICKELL FLATIRON LLC, a Florida limited liability company, its successors, heirs and assigns ("OWNER/DEVELOPER"), and the CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida, in the County of Miami -Dade ("CITY") (the OWNER/DEVELOPER and the CITY are sometimes hereinafter collectively referred to as the "PARTIES"): WHEREAS, the City of Miami City Commission by Resolution No. 10-0044 entered into a Park License Agreement ("LICENSE") to allow a public park on private land to be located on a portion of the PROJECT PROPERTY, specifically the 8,900 Square Feet depicted and described in Exhibit B to the LICENSE ("PARK LAND"); WHEREAS, the PROJECT PROPERTY as described by the License is the subject of a Major Use Special Permit approved by City of Miami Resolution No. R-06-0400, as same may be modified from time to time (collectively, "RESOLUTION"), which authorizes certain development to occur on the PROJECT PROPERTY, said development being hereinafter referred to as the "PROJECT"; and WHEREAS, the CITY and OWNER desire to enter into this AMENDMENT in order to clarify additional items contemplated by the LICENSE; and NOW THEREFORE, in consideration of the premises and the mutual covenants, conditions and agreements contained herein, the OWNER/DEVELOPER and the CITY do hereby agree as follows: 1. reference. The Recitals set forth above are true and correct and are incorporated herein by 2. That a Letter of Understanding dated May 24, 2011, by and between OWNER/DEVELOPER and Mr. Steven Perricone, on behalf of La Cucina Management, Inc., clarifies the responsibilities of the maintenance of the park located at 20 SE 10th Street, see attached Exhibit "A." 3. That Resolution No. 10-0044 contains a proffer by the OWNER/DEVELOPER to contribute thirty-five thousand dollars ($35,000) towards the costs of the City Park located at 1814 Brickell Avenue. To date, OWNER/DEVELOPER has contributed in good faith twenty - MIA 181,887,021v1 six thousand seven hundred and 20 cents ($26,700.20) as evidenced by the attached receipts and copies of checks paid to Enea Garden Design. OWNERIDEVELOPER shall continue to make such payments until the agreed amount of $35,000 is met. OWNER/DEVELOPER shall provide the Director of Asset .Management with copies of the upcoming receipts and payments. At which time, compliance with this requirement shall be satisfied. 4. That the development of a public park on private land requires that OWNER/DEVELOPER obtain a building permit in accordance with the City Code to install the improvements required in the LICENSE. As part of the CITY'S commitment to providing more public parks to its residents and due to the fact that the PARK LAND is being used as a free public park with no fees charged to City residents, the CITY and OWNER/DEVELOPER acknowledge that portions of the Building Permit Fees shall be deferred. Furthermore, the Building Permit fees being deferred are customary fees charged to a business park, which is not applicable to this LICENSE. The deferral of the below described building permit fees shall run until such time as a building permit for the PROJECT is obtained, or in the event of the expiration of the approval of the PROJECT, a building permit for a new development on PARK LAND. The deferral of such fees are limited to the following: (a) Solid Waste Surcharge (b) Zoning Impact Fees 5. Preparation of this AMENDMENT has been a joint effort of the parties and the resulting document shall not, solely as a matter of interpretation or judicial construction, be construed more severely against one of the parties more than the other. [signature page follows] MIA 181,887,021v2 Page 2 of 4 MIA 181, 887, 021 v3 Signed, Sealed and Delivered in the Presence of: Print Name: Address: OWNER/DEVELOPER BRICKELL FLATIRON, a Florida limited liability company Name: Title: Print Name: Address: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) SS The foregoing instrument was acknowledged before me this day of MAY, 2011, by , as the of BRICKELL FLATIRON, LLC, a Delaware limited liability company, on behalf of such company; such person ( ) is personally known to me or ( ) presented as identification. By: NOTARY PUBLIC STATE OF FLORIDA Print Name: Commission No.: Commission Expires: [SEAL] MIA 181,887,021v4 Page 3 of 4 MIA 181, 887, 021 v5 Approved as to Legal Form: Julie O. Bru, City Attorney Signed, Sealed and Delivered in the CITY OF MIAMI Presence of: By: Johnny Martinez., City Manager Print Name: Address: PrintName: Address: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing , ) SS instrument wasacknowleaged before me this day of , 2011, by Tony ( behalf of such City; such person ( ) is personally known to me or ( ) presented as identification. NOTARY PUBLIC STATE OF FLORIDA Print Name: Commission No.: Commission Expires: [SEAL] Page 4 of 4 MIA 181, 887, 021 v6 GreenbergTraurig Iris V Escarra Tei (305) 579-0737 Fax. (305) 961-5737 escarraicr_bgclaw.com May 24, 2011 Madeline Valdes, Director City of Miami / Department of Public FaCilities 444 S,W. 2nd Avenue, Ste. 325 Miami, Florida 33130 Re: Pork License Agreement- Brickell Flatiron - City of Miami Resolution 10-0044 Dear Madeline: In accordance with City of Miami Resolution 10-00L4, attached please find the following documents, for your records: (1) Copy of Resolution 10-0044; (2) Original Executed Park License Agreement with Exhibits: (3) Original First Amendment to the Park License Agreement; (4) Copies offeceipts in the amount of $26;700.20 towards the ,$35,00.0 contribution proffered by Resolution 10-0044; and (5) Copy of receipt in the arnount of $100 paid to the City of Miami for the City's check cancelling- f ee. Upon finalization and execution by the City Manager, we ask that .0 fully executed copy by returned to my attention. Should you have any questions, please feel free lo coillacl me at (305) 579-0737 or email me at escaiTciirggtlaw.com. thank you very much for your time and ossistance on this matter. li i i -1 'incere y, j ,,," own, , , , ‘ i , .) .),- " iris V. Escarra Enclosyre cc: Victoria Mendez, Esq., City Attorney's (Mice Vanessa Acosta, Building Department V./Miami Placensia, District 2 Office Peter Kendrick, Public Faclities Departn lent Mallory Kauderer, Brickell Flatiron LLC MIA 181,897,792v1 5-24-11 GREEr43CPL iAriRKFA.g ATTORNEYS PI LAVvlivvW.GTLAw.COtii .33.3 .A.v,..=.mie of the Arnerica $Wite 4400 t•k-ip.,.4 3313!,E5.233. P.rfi 5,05.'379SY:.if)() Fa,-..3.05 579.0717 City of Miami Legislation Resolution: R-1 0-0044 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov,com 1 ilc :Number: 09-014155n Final Action Date: 1/28/2010 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTEA LICENSE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI ("CITY" AS LICENSEE) AND BRICKELL FLATIRON LLC ("OWNER/DEVELOPER" AS LICENSOR), FOR THE USE OF APPROXIMATELY 8,900 SQUARE FEET OF LAND, DESCRIBED IN'EXHIBITA,"ATTACHED AND INCORPORATED, OWNED BY OWNER/DEVELOPER,:HOLDING AN APPROVED MAJOR USE SPECIAL PERMIT PURSUANT TO RESOLUTION NO. 06-0400, ADOPTED JUNE 22, 2006, AND LOCATED AT 1121 SOUTH MIAMI AVENUE, MIAMI, FLORIDA, FOR THE CITY TO OPERATE A PASSIVE PUBLIC PARK (TO BE NAMED "POINTE PARK"), INCLUDING IMPROVEMENTS AND MAINTENANCE TO SAID PARK; AND ADDITIONALLY TO PROVIDE FOR THE MAINTENANCE OF THE CITY'S ALLEN MORRIS PARK, LOCATED AT 20 SOUTHEAST 10 STREET, MIAMI, FLORIDA; AND TO PROVIDE A CONTRIBUTION OF THE AMOUNT OF $35,000, TO A NEW PARK LOCATED AT 1814 BRICKELL AVENUE, MIAMI, FLORIDA, IN FURTHERANCE OF THE CITY'S OPEN SPACE INITIATIVES AND IN LIGHT OF THE OWNER/DEVELOPER'S REQUEST FOR EXTENSION OF SAID RESOLUTION NO. 06-0400, AND MODIFICATION OF OTHER SUBORDINATE APPROVALS. WHEREAS, the City of Miami ("City") is committed to providing more parks for Its citizens; and WHEREAS, BRICKELL FLATIRON LLC ("Owner/Developer" as Licensor) is the owner of property located at approximately 1121 South Miami Avenue, Miami, Florida ("Property"); and WHEREAS, in light of the Owner/Developer's extension. of time for the Major Use Special Permit ("MUSP") approved pursuant to Resolution No. 06-0400, adopted June 22, 2006, and any amendments made to Resolution No. 06-0400 since then, the Owner/Developer is willing to execute a License Agreement ("Agreement") with the. City for the use of approximately 8,900 square feet of land, described in "Exhibit A'', attached and incorporates, in the Property belonging to the Owner/Developer, to be used as a,passive park, to be named Pointe Park, including park improvements and maintenance to said Pointe Park, and additionally the Owner/Developer will provide maintenance of the City's Allen Morris Park, located at 20.Southeast 10 Street, Miami, Florida, and make a contribution to a new District park located at approximately, 1814 Brickell Avenue, Miami, .Florida, in the amount of $35,000; and WHEREAS, the City will exchange the public purpose conditions required in the subordinate Street Closure approval pursuant to Resolution No. 06-0088, adopted February 9, 2006, for the use of approximately 8,900 square feet of land, described in said " Exhibit A", in the Property belonging to the Owner/Developer, to be used as a passive park, to be named Pointe Park, including park improvements and maintenance to said Pointe Park, and additionally the City of Miami Page I oft File .fit 119-I1.14S.Sa (Version: 1) Printed On: 5116l2011 File Number 09-01455a Owner/Developer will provide maintenance of the City's Allen Morris Park, located at 20 Enactment umber: R-10-0044 Southeast 10 Street, ;Miami, Florida and make a contribution to a new District 2 park located at approximately, 1814. Brickeil Avenue, Miami, Florida; in the amount of $35,000; and WHEREAS, the use of the approximately 8,900 square feet of land as a passive park would be in the best interest of the community and a furtherance of the City's Open Space initiatives; and WHEREAS, the City and Owner/Developer desire and intend to enter into an Agreement for said purposes as described herein; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF IvlIAMN, FLORIDA: Section 1. The recitals.and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section,. Section 2. The City Manager is authorized {1} to execute an Agreement, in substantially the attached form, between the City and the Owner/Developer for the Owner/Developer to provide the City with: 1) the use of approximately 8,900 square feet of land, described in "Exhibit A", attached and incorporated; in the Property belonging to the Owner/Developer, as a passive park, to be named Pointe Park, including park improvements and maintenance to said Pointe Park, 2) maintenance of the City's Allen Morris Park, located at 20 Southeast 10 Street, Miami, Florida, and 3) a contribution to a new District 2 park located at approximately, 1814 BrickellAvenue, Miami, Florida, in the amount of $35,000. The passive park use at Pointe Park commences from the effective date of the Agreement to until such time as the Agreement sets forth , in exchange for an extension to the MUSP approved pursuant to Resolution No: 06-0400, until June 22, 2014 and a change of the public purpose conditionspursuant to Resolution No. 06-0088 for the conditions stated herein, Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2) Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Page 2.of 2 File fd: 09-01455a(Yersian: ]) Primed On: 5/16/2011 This document .prepared by and alter recordation rei.urn to: Escan-ft, Esq. (30enherg Tkatirig 1221 Briekell. Avenue 22" Floor N1 him i, FL 33131 LICENSE AGREEMENT THIS LICENSE AGREEMENT, ("AGREEMENT"), is made and entered into this day Of APRIL, 2010 (the "Effective Date") by and between BRICKELL FLATIRON LLC, a Florida limited liability company, its successors, heirs and assiens ("OWNERIDEVE,T,OPER"), and the CITY OF MIAMI, FLORIDA, a municipal corporation of the. State of Florida, in the County of Miami -Dade ("CITY") (the OWNER/DEVELOPER and the City are sometimes hereinafter collectively referred to as the "PARTIES"): RECITALS WHEREAS, OWNER/DEVELOPER is the owner .of the real property described in Exhibit A attached .hereto and ;incorporated herein by reference (.P.ROJECT 'PROPERTY"); and. WHEREAS, the PROJECT .PROPERTY is the subject of City of Miami Resolution No. R-06-0400, as same may be modified from time to time (collectively, "RESOLUTION"), which authorizes certain development to occur on the PROJECT PROPERTY, said development being hereinafter referred to as the "PROTECT"; and WIfEREAS.theCJTY desires to use a portion of the PROJECT PROPERTY for passive park as depicted in Exhibit "B" ("LICENSED PROPE:RTY") ; and WHEREAS, thc OWNER/DEVELOPER shall also maintain the City Park located at 20 SE le Street, Miami, Florida (ALLEN MORRIS PARK) as described in Exhibit "C"; and .WE-TEREAS. OWNER/DEVELOPER desires certain commitments and assurances from the CITY„as to OWNER/DEVELOPERS rights to develop and use the PROJECT PROPERTY; NOW THEREFGRE., in cottsideratinn of the premises and the :niutuEd covenants, conditions :and agreements contained herein, the OWNER/DEVELOPER and the CITY do hereby agree as ;follows: 1. The Recitals set forth above are true and correct and are incorporated 'herein by reference. 2 ON\NER/DP-VELOPER agrees the CITY shall have an exclusive license to utilize the LICENSE) PROPERTY for the exclusive purpose of passive park use until such time as, ,Shp FARTIE4 agree to terminate this AGREEMENT. The use shall begin within fifteen (15) days of the completion of the park improvements ("LICENSE"). Such IMPROVEMENTS, as attached herein as Exhibit "IV shall be completed no later than Six (6) monthsfrom the Effective Date of this Agreement. The term of the LICENSE may be extended with agreement of the PARTIES. The term "LICENSE TER,M," as used in this AGREEMENT, shall mean the LICENSE TERM which shall continue on an annual basis until such time as the AGREEMENT is terminated_ OWNER/DEVELOPER shall have the right, upon giving not less than one hundred and twenty (120) days prior written notice to the CITY, to terminate the LICENSE. The CITY shall have the right, upon giving not less than one hundred and twenty (120) days prior written. notice to the OWNER/DEVELOPER, to terminate the LICENSE at any time. 3. The. CITY shall honor the OWNER/DEVELOPER's rights to develop the PROJECT in accordance with applicable laws. The OWNER/DEVELOPER shall have a stay of time of their present MUSP approvals. as may be amended, during the term of this LICENSE, therefore during the effective dates of this LICENSE TERM the MUSP and any amendments thereto, shall not accrue time or expire. This LICENSE does not effect the MUSP rights authorized by the City of Miami Zoning Code of Ordinances, as amended. Any MUSP extensions permitted at the time of the execution of this AGREEMENT would be applicable at the termination of the LICENSE TERM, including two (2) additional twenty-four (24) month extensions permitted under Zoning Ordinance 11000 and Miami 21 4. All rights and privileges under this AGREEMENT shall be honored from the EFFECTIVE DATE to when (i) the LICENSE TERM.expires or the LICENSE AGREEMENT is terminated in accordance With the terms of this AGREEMENT or (ii) the date the CITY returns complete possession and control of the LICENSED PROPERTY to the OWNER/DEVELOPER. Upon termination or expiration of the LICENSE TERM the PARTIES shall execute, in a recordable form, a Notice of Termination of this AGREEMENT, Which shall be recorded in the Public Records of Miami -Dade County, Florida. The CITY agrees that, unless requested by the OWNER/DEVELOPER, during the time of the LICENSE TERM pursuant to this AGREEMENT: (a) the CITY shall take no action, legislatively or otherwise, to modify the PROJECT and (b) no modification of City Zoning Ordinance No. 11000, or modification or adoption of arty other ordinance or regulation. that shall negatively impact the ability of the OWNER/DEVELOPER to develop the PROJECT, except as would be approved under a substantial modification submitted by OWNER/DEVELOPER. 5. During the LICENSE TERM and so long as the arY has possession or control of the LICENSED PROPERTY, the OWNER/DEVELOPER shall maintain the LICENSED PROPERTY in a clean, safe, and orderly condition and it shall not allow any nuisance to occur upon the LICENSED PROPERTY. The OWNER/DEVELOPERshall be responsible for the payment of all reasonable costs of maintenance and all reasonable costs pertaining to the use of the LICENSED PROPERTY, including, but not limited to, the cost of security, electricity., water, sewer; and any other utilities. Notwithstanding any other provision of this AGREEMENT, the OWNERIDEVELOPER shall retain the right to enter and inspect the LICENSED PROPERTYat any time to: (a) determine that this AGREEMENT is being complied with by the':Cfrffrand (b) to conduct any surveys, tests and sampling (including the taking of ground core sarniAS) related to future development on the LICENSED PROPERTY (cumulativety:1)5URVEYING AND TESTING"), without, however, interfering, obstructing, or diminishing theCITY's use of the' LICENSED PROPERTY_ The OWNER/DEVELOPER will Page 2 of 10 provide the CITY with not less than 48 hours written notice of its intent to conduct SURVEYING AND TESTING on .the LICENSED PROPERTY and after completing the SURVEYING AND TESTING will restore said property to the condition itwas in prior to the SURVEYING AND "IESTING. h. Any improvements to the LICENSED PROPERTY during the LICENSE TERM shall be at the sole cost and expense of the OWNER/DEVELOPER, as set forth in Exhibit "D" attached hereto and incorporated herein, by reference. The OWNER/DEVEELOP:ER's improvements to the LICENSED PROPERTY shall .be limited to the installationof furniture. fountains, lighting, and landscaping (collectively, "IMPROVEMENTS"), unless otherwise. agreed to in writing by the OWNER/DEVELOPER. Upon the expiration, or earlier termination. of the LICENSE TERM, and all IMPROVEMENTS on the property shall remain the sole property of the OWNER/DEVELOPER and the CITY shall have no claim of right to such IMPROVEMENTS. 7. OWNER/DEVELOPER OPER shall be responsible for the payment of ad valorem, property taxes, sales, use or any other :taxes or governmental levies on the LICENSED PROPERTY and the PROJECT PROPERTY during the LICENSE TERM. OWNER/DEVELOPER retains the right to challenge the amount of any tax assessment imposed upon the LICENSED PROPERTY. The sole and exclusive use of the LICENCED PROPERTY during the LICENSE TERM shall be for a passive public park. CITY, through the City Manager, shall. assist. OWNER/.DEVELOPER, as may be reasonably needed, i.n assisting OWNER/DEVELOPER LOPIER with its petition to Miami -Dade County Property Tax Collector in assuring the Tax. Collector of the PROPERTY's limited use. 8. The City agrees to indemnify and hold harmless the OWNER/DEVELOPER to the extent and within the limitations of :Section 7.68.28 F.la. Stat., and subject to the provisions of that Statute, whereby the City- shall not beheld liable to pa} a bodily :injury or property damage claim or .judgment by any one person that exceeds $100,000, or any claim or judgments or portions thereof; that:, when totaled with all other occurrences; exceeds $200,000, from any bodily and all personal injury or property damage claims, .liabilities; losses and causes of action arising from the :same claim which may arise solely as a result of the negligence of the City in connection with its rights -and obligations tinder this AGREEMENT. The City retains all rights and sovereign immunity defenses available to it under Section 768.28, L'la. Stat.,and this provision does not alter the city's sovereign immunity nor extend the City's liability beyond that estabiished in Section 768.28, Fla. Stat. Nothing herein shal] be deemed to indemnify the OWNER/DEVELO.PER .or any third party from any .liability or claim arising out of the negligent performance or failure of performance of the OWNER/DEVELOPER or its employees, agents, servants, .partners, principals or subcontractors, or any unrelated third party. The OWN.ERIDEVELOPE R. expressly "understands andagrees that any insurance protection required by this AGREEMENT or otherwise. provided by the iClTY shall not broaden or enlarge the ditty, to indemnify beyond the express limitations of this section, nor does it apply to any other damages, claims, liabilities, losses and causes of action, except as herein. provided. 9. The"OWNER/DEVELOPER does hereby agrees to indemnify and hold harmless the Git3 ,its off4ici lst roployees, agents and assigns from and against any and all claims, darriages, losses, and causes of action, resulting, in bodily injury anal/or property damage claim, Page of10 arising solely out of the negligence Of the• OWNERIDEVELOPER, its employees, agents and any- contractors hired by the OWNER/DEVELOPER, directly' in.connection to the .PROPERTY or its duties as the OWNER and as the -.DEVELOPER. of the PROPERTY. 10. The OWNER/DEVELOPER agrees to carry and keep in full force and effect at all times during the LICENSE TERM, a commercial general liabilitypolicy with limits of at least $2,000,000 per occurrence, $4,000,000 total policy aggregate affording coverage for bodily injury and property damage, including death in connection to this agreement.as well as, but not .limited to, all claims contemplated in sections '8' and '9' contemplated; supra, . The certificate of :insurancc must include and protect against premises and operations liability, contingent and contractual exposures, products and completed operations andpersonal injury and.advertising liavility.. In the event of a loss, the OWN[:R/DEVELOPER•shall be responsible for payment of any and all applicable policy deductibles, associated with the ,loss .. The coverage must be placed with an insurance carrier authorized to • do business in the State of I"lorida:The insurance carrier issuing the insurance policy must be rated no less than (A-) as to managernent, and no less than class (V) as to its :financial strength by the last edition of Best lnriirance Guide, or its equivalent, and such policy or certificate of_insurance must be approved by Risk Management. The OWNER/DEVELOPER shall provide a certificate of insurance naming the CITY as an "Additional:Insured'' with respect to general liability. The certificate must be supplied to the satisfaction of the CI'IIY, and must be approved by Risk Management prior to cornmencement of the .L.IC.ENSE. All certificates of insurance shall provide at least (30) days advance written notice Of any. material: changes, except for (10) days cancellation: in the event of non payment of premium. The City shall have the right to terminate this LICENSE AGREEMENT if OWNER/DEVELOPER fails to comply with the insurance requirements contained herein: Notice oftermination must be in whiting giving (10) days to the appropriate party as listed hereine The insurance policy shall be paid for by'OWNER/DEVELOPER. II. The OWNER/DEVELOPER further agrees to maintain. the City's ALLEN MORRlS PARK located at 20 SE loth Street. Miami; Florida described in Exhibit "C" in conjunction with the maintenanceof the LICENSED PROPERTY. The OWNER/DEVELOPER shall maintain. the ALLEN MOIt.RI.S PARK. . Maintenance for both parks includes the placement of all waste into the City provided waste receptacles, proper landscaping and irrigation, the preservation of thepark's appearance; cleaning and repairing the parks furniture, lighting, landscape upkeep and mowing, and all other necessary park functions The City will be responsible for regular waste 'pick up of the City receptacles. 12. The individuals executing this AGREEMENT each represent that he or she is fully authorized by law to bind the party for whom such individual is executing the AGREEMENT. 13. An action to enforce this AGREEMENT may .be brought by either Party in law or in equity, and each party in any such litigation shall bear its own costs. The bringing of a claim shall not be deemed to he an election of remedies or the waiver of any other claim or remedy. 14: Any notice; regUest, demand, approval or consent given, or required to be given,. under this AGR.CEMLNT; shall be in writing and shall be deerned as having been given when mailed hy''Uhated ttateS fegi fercd or certified mail (return receipt requested), postage paid, to. Page 4 of 10 the other parties.at the addresses stated below or at the .last changed address given by the party to .be notified as hereinafter specified: OWNER/DEVELOPER: CITY: BRICKELL FLATIRON, a Florida limited liability company c/o Iris Escarra, Esq. Greenberg '1'raurig 1221 Brickell Avenue, 231i FI Miami, .Florida 33131 City Manager City of .Miami 3500 Pan American Drive Miami, Florida 33133 15. If any Obligation of either party pursuant to this AGREEMENT, or the application of any obligation of either party to any entity, person, o.r circumstance (''.PARTICULAR APPLICATION") shall, to any extent be invalid or unenforceable, the OWNER/DEVELOPER or the CITY, as applicable, shall have the right either to declare the. entire AGREEMENT and the LICENSE terminated or to declare. that :the AGREEMENT and the LICENSE shall remain in full force and effect with the exception of the invalid or unenforceable :term or provision or PARTICULAR APPLICATION. If the :notifying party (i:e. OWNER/DEVELOPER or the CITY, as applicable) elects for. the AGREEMENT to remain in effect pursuant to the provisions of this paragraph_ then the remainder of this AGREEMENT, or the application of such term or provision to any entity, person, or circumstance :other than the PARTICULAR APPLICATION, shall not be affected thereby, and each term and provision of this AGREEMENT shall be otherwise valid ,and enforceable to the fullest extent permitted by law. 16. It is expressly understood and agreed by the. PARTIES that this AGREEMENT shall be a covenant running with the title to the LICENSED PROPERTY and,additionally, shall be binding upon the CITY .and the OWNER/DEVELOPER, and also upon their heirs, successors -in -interest, and assigns, and any conveyance or other instrument affecting the title to the albresaid LICENSED PROPERTY shall :be subject to the terms of this AGREEMENT: 17 This .AGREEMENT constitutes the entire AGREEMENT between the parties with respect to thesubject matter hereof and supersedes all prior agreements, understandings and arrangements, both oral and written, between the parties with respect thereto, 18. This AGREEMENT shall be construed in accordance with, and governed by, the laws of the State of Florida: ,Venue ',for all actions under this AGREEMENT shall be in Miami - Dade County, Florida. Page 5.o1: 10 19. OWNER/DEVELOPER represents and warrants that there shall be no unlawful discrimination as provided by federal, state or local law, in connection with its performance under this AGREEMENT. 20. Preparation of this AGREEMENT has been a joint effort of the parties and the -resulting document shall not, solely as a matter of interpretation or judicial construction, be construed more severely against one of the parties more than the other. 21. This AGREEMENT may not be assigned, transferred, sold, pledged or encumbered by the OWNER/DEVELOPER without agreement -by the CITY. signature page follows] Page 6 of 10 Signed, Sealed and Delivered in the Presence of: Print Narne:e,',.fri ryr0 a) ft R C4' Nikki C Address7iHr60(//rer /t1 BY: Nam /1/0,e.z„.,51/Lc) /Mari -Lc: eea-e./1 /t(,) Title: A-00d Atc--\ivt.&YL. OWNER/DEVELOPER BRICKELL FLATIRON, a Florida limited liability company Print Name: 0 .572e-rnsoki Address: a Ot 4rMr (yoctfrei rYi/a rrsi l&caa..ii, FL. 43 .3 140 STATE OF FLORIDA COUNTY OF MIAM1-DADE ) SS re/ The foregoing instrument was acknowledged before me this Z>)-:.-1 day of 20 I 0_ by /1/4 4L. HA,/ EIS the of BRICKELL FLATIRON, LLC, a Delaware limited liability company, on behalf of such company; such person ( presented as identification. 1 ) is personally known to me or No rARY PUBLIC STA`FE OF FLORIDA Print Name: VIA' :_042-41/-,9 Commission No.: As-T.67, Commission Expires: 7,07O [SEAL] Page 7 of 10 Npt4P1 Ptititia glAta et %rid , V R Davis *r My Commission DD586727 Expires 08/20/2010 Approved as to Legal Form: Julie O. Bru, City Attorney Approved as to insurance Requirem.ents: Lee Ann Brehm, Risk Manager Page 8 Qf 10 Signed, Sealed and Delivered in the CITY OF .1'4IA.MT Presence of: Print Name: Address: Print Name: Address: STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE By: Carlos Migoya, City Manager The foregoing instrument was acknowledged before me this day of , 20.10, by Carlos Migova, the City Manager of Miarni, on behalf of such City; such person ( ) is personally known to me or ( ) presented as identification. Alt r+ -.. NOTARY PUBLIC STATE OF FLORIDA Print Name: Commission No,: Commission Expires: [SEAL] Page 9 of 10 r. Exhibit "A" LEGAL DESCRIPTION TRACT A 61Rrc aL FLATIROw. ACCP404/46 10 TUE PLAT Tr1ERE0P, AS RECORDED W PLAT ErX}K 169, PAGE 64, Or Pt/jC RECORDS Dr uuao-CAD: COUNTY, Ft0W4. t> •"'"•te;;.',i'•,•"i•j1`,74 • I' '4 •":; ............ • MIAMI BEACH BOTANICAL GARDEN - MIAMI BEACH, FL let! side lop to bottom PLANTING EXAMPLE - NATIVE PLANTING BUFFER ty the WI SOHO HOUSE- MIAMI BEACH, FL below BRICKELL FLAT IRON WilAMI, FL below t o quick concept lot temporary' use of the ole umItuclion commencement : .... TEMPORARY PARKING [ •'•• 50 SPACES MAN BRICKELL FLAT IRON - PROJECT PRECEDENCE STONE W/ LAWN HARDSCAPE PLAZA AREA • WOOD DECKING AROUND EXPINGITREES LAWN W/ STONE • HARDSCAPE/ PLAZA AREA ADDITIONAL LARGE SHADE TREES • THAT ARE EASILY TRANSPLANTABLE EXHIBIT "C" L EGAL DESCRIPTION LOT 1, BLOCX 7J, SOUTH CITY OF ML4Mi, ACCORDING TO 7HE PLAT THEREOF RECORDED 1N PLAT BOOK 71" AT PAGE 41 OF THE PU&JC :RECORDS OF 040E COUNTY, FLORIO4. LESS AND EXCEPTING THEREFROM THE SOTLTH 14 FEET ANO THE WEST 84..14 FEET THEREOF. CONTAINING AN ARE4 or 3.000 SOUARE > FET MORE OR. LESS. ALL LYWG AND BEING W SECTION J9, TOWNSHIP 54 SOUTH, RANGE 41 EAST, CITY OF LA M1, Al14. -OADE COUNTY, FLORILLI EXHIBIT ".1)" PARK IMPROVEMENTS The following improvements are a minimum of what shall be designed and submitted for approval to the District .Commissioner and the Parks Director, prior to construction: 1. Six (6) Benches 2. Walkways 3. Native species landscaping 4. Irrigation 5. Lighting 6.. Minimum of twenty (20) trees to be installed with a minimum of 2 inch diameter and 12 feet in height pursuant to Article 8.1. Tree Protection in Zoning Ordinance 17000. -Page 10 of 10 City of Miami Legislation Resolution: R-10-0044 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 09-01455a Final Action Date: 1/28t2010 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A LICENSE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI ("CITY" AS LICENSEE) AND BRICKELL FLATIRON LLC ("OWNER/DEVELOPER" AS LICENSOR), FOR THE USE OF APPROXIMATELY 8,900 SQUARE FEET OF LAND, DESCRIBED IN "EXHIBIT A," ATTACHED AND INCORPORATED, OWNED BY OWNER/DEVELOPER, HOLDING AN APPROVED MAJOR USE SPECIAL PERMIT PURSUANT TO RESOLUTION NO. 06-0400, ADOPTED JUNE 22, 2006, AND LOCATED AT 1121 SOUTH MIAMI AVENUE, MIAMI, FLORIDA, FOR THE CITY TO OPERATE A PASSIVE PUBLIC PARK (TO BE NAMED "POINTE PARK"), INCLUDING IMPROVEMENTS AND MAINTENANCE TO SAID PARK; AND ADDITIONALLY TO PROVIDE FOR THE MAINTENANCE OF THE CITY'S ALLEN MORRIS PARK, LOCATED AT 20 SOUTHEAST 10 STREET, MIAMI, FLORIDA; AND TO PROVIDE A CONTRIBUTION OF THE AMOUNT OF $35,000, TO A NEW PARK LOCATED AT 1814 BRICKELL AVENUE, MIAMI, FLORIDA, IN FURTHERANCE OF THE CITY'S OPEN SPACE INITIATIVES AND IN LIGHT OF THE OWNER/DEVELOPER'S REQUEST FOR EXTENSION OF SAID RESOLUTION NO. 06-0400, AND MODIFICATION OF OTHER SUBORDINATE APPROVALS. WHEREAS, the City of Miami ("City") is committed to providing more parks for its citizens; and WHEREAS, BRICKELL FLATIRON LLC ("Owner/Developer" as Licensor) is the owner of property located at approximately 1121 South Miami Avenue, Miami, Florida ("Property"); and WHEREAS, in light of the Owner/Developer's extension of time for the Major Use Special Permit ("MUSP") approved pursuant to Resolution No. 06-0400, adopted June 22, 2006, and any amendments made to Resolution No. 06-0400 since then, the Owner/Developer is willing to execute a License Agreement ("Agreement") with the City for the use of approximately 8,900 square feet of land, described in "Exhibit A", attached and incorporated, in the Property belonging to the Owner/Developer, to be used as a passive park, to be named Pointe Park, including park improvements and maintenance to said Pointe Park, and additionally the Owner/Developer will provide maintenance of the City's Allen Morris Park, located at 20 Southeast 10 Street, Miami, Florida, and make a contribution to a new District 2 park located at approximately, 1814 Brickell Avenue, Miami, Florida, .in the amount of $35,000; and WHEREAS, the City will.exehange the public purpose conditions required in the subordinate Street Closure approval pursuant to Resolution No. 06-0088, adopted February 9, 2006, for the use of appr irnately8;900 squaae feet of land; described in said "Exhibit A"; in the Property belonging to the Ownerioeveloper, to be used .as:a passive park, to be named Pointe Park, ci y of Miami Page .1 of 2 File Id: 09-01455a (Version: 1) Printed On: 4/19/2010 File Number. 09-01455a Enactment Number: R-10-0044 including park improvements and maintenance to said Pointe Park, and additionally the Owner/Developerwill,provide maintenance of. the City's Allen Morris Park, located at 20 Southeast 10 Street, Miami, Florida and make a contribution to a new District 2 park located at approximately, 1814Brickell Avenue, Miami, Florida, in the amount of $35,000; and WHEREAS, the use of the approximately 8,900 square feet of land as a passive park would be in the best interest of the community and a furtherance of the City's Open Space initiatives; and WHEREAS, the City and Owner/Developer desire and intend to enter into an Agreement for said purposes as described herein; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized {1} to execute an Agreement, in substantially the attached form, between the City and the Owner/Developer for the Owner/Developer to provide the City with: 1) the use of approximately 8,900 square feet of land, described in "Exhibit A", attached and incorporated, in the Property belonging to the Owner/Developer, as a passive park, to be named Pointe Park, including park improvements and maintenance to said Pointe Park, 2) maintenance of the City's Alien Morris Park, located at 20 Southeast 10 Street, Miami, Florida, and 3) a contribution to a new District 2 park located at approximately, 1814 Brickeil Avenue, Miami, Florida,: in the amount of $35,000. The passive park use at Pointe Park commences from the effective date of the Agreement to until such time as the Agreement sets forth, in exchange for an extension to the MUSP approved pursuant to Resolution No. 06-0400, until June 22, 2014:and a change of the public purpose conditions pursuant to Resolution No. 06-0088 for the conditions stated herein. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2) Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions, {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. CYty of Allard Page 2 of 2 file ld: 09-01455a, (Version: 1) Printed On: 4/1912010 Exhibit A" LEGAL DESCRIPTION PARCEL • • • • LOTS 3; 4, 5, . AND 6, BLOCK 7.3 SOUTHA4,4f?OF MIAMI, ACCORDING TO THE PLAT EI?ECIc, AS RETO,ti'LlgD /N PLAT 80,CK 8P,WE 41, PLIBLIC 9ECOR,D5 OF 4/44tP-L0E COUNTY, FLORIDA. - • 'TOGE7HER WITH; PARCL1 2 • or ax,t- 87 Se2fir&,THE ircsi• FEU Fli'CREOF;.--14,4AP .OF ACCORDING to THE •PLAT THEREOF,- AS RECORDED, IN PLAT •BOOK '8, PAGE 41, PUBLIC-,.., • RE-c0R0.5 or. MIAMI-I:DADE cduNry,-F-LoRroA.• ALSO -.DESCRIBED AS ALL OF BLOCK 87; LESS THE WEST FIVE FEET THEREOF, OF SOUTH, CITY OF MIAMI, ACCORDING. TO, THE PLAT- THEREOF .. •• RECORDED IN PLAT 800K "kr, •AT PAGE 41, OF . -THE PUsuc RECORDS OF MIAMI,-DADE • COUNTY," FLORIDA. . . ' . - - • - ' • , ALSO TOGETHER WITH; . ' ' • ' - • . • THE' SOUTH 14 FEET OF LOT. 1;, LESS THE VEST 4,5 FEET THEREOF, .AND ALL OF LO,T12, . LESS THE WEST 5 FEET". THEREOF, MAP OF MIAMI, ACCORDING ro THE PLAT THEREOF, AS . RECORDED PLAT BOOK B, PAGE 41, PUBLIC RECORDS OF MIAMI:-DADE COUNTY:, FLORIDA ' • • . . • • ' . . - . THE WEST 84.14 FEET or LOT 1, LESS AND EXCEPTING ..THEREFROM THE WEST 5 fEETANO THE SOUTH 14 FEET OF THE EAST 39.14 -FEET; ALL IN',E3LOCK 73, SOUTH, MAP OE MIAMI, ACCORDING TO THE PLAT THEREOF AS RECORDED PL4T BOOK- 8, PAGE 41,- PUBLIC RECORDS OF MIAMI -:DADE COUNTY, - FLORIDA,- - I • ".• • 'Ll LESS _AIVO EXCEPT HE ,LAND COWEY:EO: TO THE CITY' OF MIAM' 13Y- THE WARRANTY °EEO . 1:, RECORDED. IN OFF7CIAL. RECORDS BOOK 12923, PAGE 2201, PUBLIC RECORDS OF MIAMI-DADE, COUNTY, FLORIDA,' DESCRIBED AS FOLLOWS: THAT PORT7ON OF LOT 1; .e.t.peK 735, A.L. kNOWLTON. PLAT OF' MIAMI, ACCORDING' TO THE , .. , , • PLAT THEREOF, AS RECORDED IN -PEAT BOOK • E3, PAGE 41,• OF THE PUBLIC RECORDS OF . 'DADE COUNTY, FLORIDA,' EIEING MORE.PARTICULARLY DESCRIBED AS FOLLOWS: ' • -.• .- . , . THE EXTERNAL AREA OF' A C'IRCULAR CURVE HAVING A .RADILIS OF 10 FEET' AND TANGENTS ..•. 13'HICH ARE 30 FEET EA-ST' OF AND PARALLEL•WITH THE CENTD?1.1NE OF SOUTH MAW AVEIVOE AND 25 FEET SOUTH OF AND PARALLEL WITH THE CENTERLINE OF S.E. .10th STREET.. 1 rt "A"1 of 2 0/4153-‹;:z.— Exl ; bit lq LEGAL DESCRIPTION TOGERTO 4LXISTING RIGHT or WAr.7-19' SE :CLOSEO AND VACATED THAT PORTION OF 5 E, 1 17-14 STREET LYING BETWEEN BLOCK 73 SOUTH AND BLOCK 87 SoutH, MAP. OF ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT . BOOK 6 AT PAGE 41 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA LYING AND BEING IN , THE CITY OF: MIAMI, MIAMI-DADE- COUNTY, FLORIDA, BEING MORE PARTICULARLY oEscliyeEo AS FOLLOWS - • BEGIN. AT A- POINT -5.0 FEET D5T . OF THE- NORTHWESTERLY CORNER. OF BLOCK 87, SOUTH; ;THENCE :NORTH 89- DEGREES 47 MINUTES ,1 7 SECONDS FAST ALONG THE NORTH LINE OF SAID ?Loci( 87 ;SOUTH FOR 72.33 FEET TO A POINT ON THE 1,-VESTERLY. LINE OF S. E. 1ST AVENUE; THENCE'. NORTH 15DEGREES 00 MINUTES 00 SECONDS _EAST ALONG THE NORTHEASTERLY EXTENSION OF 77-1E WESTERLY RIGHT-OF-WAY _ONE OF 5, E 1ST AVENUE FOR' 51:81 FEET. TO THE SOUTHEASTERLY CORNER OF THE AFOREMENTIONED BLOCK .73 SOUTH 1 THENCE 'SOUTH 89 DEGREES 47 MINLJTES: 17. SECONDS, WEST ALONG THE SOUTH LINE OF 'THE SAIO BLOCK 73 SOUTH' FOR 86.0.9 ;FEET -TO. A 'POINT 5.00 :FEET EAST OF THE: EAST. RIGHT-OF-WAr LINE FOR SOUTH MIAMI AVENUE; -THENCE SOUTH" 00 DEGREES 13 :MINUTES- 15 SECONDS EAST ALONG' A. LINE 3000 'FEET CAST OF AND PARALLEL WITH - THE CENTERLINE OF SOUTH MIAMI 'AVENUE FOR 5000 FEET TO THE POINT OF ,BEGINNING: . . - . . • - . . ALL LYING .AND BEING IN SECTION 32, TOWNSHIP -54 SOUTH,. ,RANGE :41 EAST, CITY OF MIAMI,. MIAMI-DADE COUNTY, FLORIDA "A'' 2 of 2 ;3,RICKPL,A ACORD. COMMERCIAL GENERAL LIABILITY SECTION 607-4000 UST Ins,..1.cance LLC-CL t-kas Cypress Creek 4600 LaUder:dale, FL "33309 Cslt) 3,5E% COOL,. t:Pii4kru: 70')9 COVERAGES X commi:pcIAL CSAIS RA1 • OAVUS.A, t. 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'f4601.1 i'.S.9f.!.1P;0,l, — ,--- — _ . . ..t1..;:i.REt..1r !:AnY.-.. 0411t411. AM; 9r,',S,41..i ' `0.i.:VER Z1 iCr 9 CF.:A1, Fjc;:yrE‘,..1-191..;ts'ED 0; r /1.it.t.;:i t• or !t 04 ..:1i-)E.$( , . . ADD., RONA,. INSURED t 1.1)C4: i:..1;;; itt.NLDERC: .. , LOSS iYa. FM:. i i Mr.MICACii:E 6iC145IIT1./.4 sr..14:11.V. .:. 161:04,14464 07/4E66 EMPLOY CI:. t.....:, i..L..`.1i0k ..... .. , tr471,-.01;15r /JANIE., AND tt.tr;Eit111!1s 411'1(44611141;1 4.. Ct..ina-oCAt E A.01;1110N44. PAYEE : 1401111(1661 I.E.ZSOR 661161 4 ; Ui ST .1: i 7...Y.F,:if;E= ...V.n.Q.`1..., INSuitt,.11 :. :1144 !Icy.; : 041,I0'i11..:. , i OSS .l.YFF , L.:Entit11.0t.k 01)111,1 i k:MPLO'tti. sif; I.LS5C.).ri f, 1.606001110 I frEM 144611) 41:0 • i•::ify61,1(1 01464T 116 11E44 ?ENID tiC01:Dt.ILE);IEtti -.. ..—..- _ . 111:M i:..:.°X.,f4"..141 t/s rlYitf:S i4ANY. e::./.1ii r..!..,:.: AMIS.0,.. 1 !,q..,t ENE i'lW 9 ,..,..FR III rf;:,:r 4 i?,,i i,i...9 _ . 1!,,:.:1)N ,i;if,t :1'...MLIEP. .. .,..:1;..3 Wtnht.. N:trr.rrt .cC.0.1.:.q6II 1,4Lt...,M.:: . :...*::::7 PAiEE stt..!I6611 i- OM: 6,I6R10014t.,; ,1:K'rli,.,.t..,,.,t .t,. ,rR.n.t.i.it.i I R0o1;14,0RA. PAPI:‘,,f,i: a'....; 1 611111041 111:1,IO2:1CF?li'16:P: :N. i .0ZEST _ 66.1114 .:A.Mr. 4:41,.811166411,4 ,i'il;'-t‘iii,r,,:i., V , ... .A,Drnitc.N.,,, 10146416111) . 1,,Cnr.; PA.trEtt 1404 hr;',...r. ,..r.C.IFr...1.;U:.E,.) 0 ;,t..t RI.R.NR,.R. 1 !•JriaL.:.;:r.?? 0:',Ii;11. A,I i.)11' f: A 'i. 1. i46$0166 AI'flflt) 4 4 I 4,111 0E41 t.tESEli, 0 • ". t.; t • 6111014611,6 61044116.14. noAl :rr.c)n r ^71/1.,i 1 VA This document prepared by: Iris Esearrd, Esq, Oreenbeq., Trattrig 1221 Brick -ell Avenue 22"' floor tvliami, FL 33131 AMENDMENT NO. 1 TO LICENSE AGREEMENT THIS AMENDMENT TO THAT LICENSE AGREEMENT, ("AMENDMENT"), is made and entered into this dav of MAY, 2011 (the "Effective Date) by and between BR1CKELL FLATIRON LLC. a Florida limited liability company, its successors. heirs and assigns ("OWNER/DEVEL(JPER"), and the CITY OE MIAMI. FLORIDA, a municipal corporation of the State of Florida, in the County of Miami -Dade ("( ITY") (the OWNER/DEVELOPER and the CITY art sometimes hereinEder collectively refened to as the "PARTIES"): WHEREAS. the City of Miami City Commission by Resolution No. 10-0044 entered into a Park License Agreement (-LICENSE') to allow a public park on private land to be located on a portion of the PROJECT PROPERTY, specifically the 8.900 Square Feet depicted and described in Exhibit 13 to the LICENSE ("PARK LAND-); WHEREAS,. the PROJECT PROPERTY as described by the License is the. subject of a Major Use Special Permit approved .by City of Miami Resolution No. R-06-0400, .as same may be modified '.from time to time (collectively, "RESOLUTION"), which authorizes certain development to occuron the PROJECT PROPERTY, said development being 'hereinafter referred to .as the "PROJECT: and WI IEREAS, the CITY and OWNER desire to enter into this AMENDV1ENT in order to clarify additional items contemplated by the LICENSE; Enid NOW THEREFORE, in consideration of the premises and the mutual covenants, conditions Enid agreenients contained herein, .the °AVNER/DEVELOPER Ettici the CITY do hereby agree as follows: 1. The Recitals set forth above are true and correct and 'are incorporated herein by reference. 2. That a Letter of Understanding dated May 24, 2011, by and between OWNER/DEVELOPER and Mr. Steven Perricone, on behalf of La Cueina Management, Inc, clarifies the responsibilities of the Maintenance of the park located at 20 SE 10'1' Streel. see attached Exhibit "A.- .3. That Resolution No. 10-0044 contains a proffer by the OWNER/DEVELOPER to contribute thirty-five thousand dollars ($35,000) towards the costs of the City 'Park located at 1.814 BrickelI.Avenue. To date, .OWNER/DEVELOPER has contributed in good faith :twenty -- MIA 181,887,021v1 six thousand seven hundred and 20 cents ($26,700.20) as evidenced by the attached receipts and copies of (:leas paid to :Lne .:Ciarden Design. o\ NE.R'DL VE:LOPER shall continue to make such :payments1i.t.il the agreed amount of:. 35.>000 is'met. O N:ER/.D VFLOPER shall provide the Director.of .Asset Management with copies of the upeommg receipts and payments. At which time, compliance with this requireniertt steal' be satisfied. 4. That the development of a public pack on private- land requires that OWNER/DEVELOPER obtain a building permit in accordance with the -City Code to install the improvements. required in the.:LICENS:E. ,As part of the CITY S commitment 'to providing more. public parks to its residents and due to the fact that the PARK LAND is being used as a'free public park with no fees charged to City re-sidents. the CITY and OWNER/DEVELOPER acknowledge that portions of the Building Permit Fees shall be deferred.. Furthermore, the Building, Permit feces-heini deferred. Are- cns`t:nmary fees charged to -a business park, vthich is not - applicable to this LICENSE. The deferral of the below described building permit fees- shall run until such time as a building permit for the PROJECT is obtained, or in the -event of the expiration of the approval of the -PROJECT, a building permit fbr a new development on PARK LAND. The deferral of such fees are limited to the :following: (a).Solid Waste Surcharge (b Zoni ng. Impact Fees �i. Preparation of this AMENDMENT .has been .a joint effort of the parties and the resulting document shall not, solely as a matter of interpretation or judicial construction, be construed more severely against one of the parties -Mole than the other. [signature -pa e:1bltows] Page 2 of 4 MIA 181.,887,021v1 Signed, Sealed and Delivered in the Presence• of: Print Name: Address: Print Name: Address: STATE OF FLORIDA ) S$ COUNTY OE MIAMT-DADE OWNERIDEVE1;OPII1Z BR1CKELL FLATIRON, a Florida limited liabi lit), company By: Name: Title: The :foregoing instrument was acknowledged before me this day of MAY, 2011, by _ as the of BRICKELL FLATIRON, LLC, a Delaware limited liability company. on behalf of such: company; such :person ) is personally known to me or presented as identification. NOTARY PUBLIC STATE .OF 'FLORIDA Prim Name:: Commis'siOR No.: Commission .Expires: [SEAL] Page 3 of 4 MIA 161.:867,021til Approved as to .Legal Form: Julie O.Bill. Ci> Attorney Signed, Sealed and /dyycd R theCITY OF HAMI Presence of: Print 3 a e: Address: Print.Name: Address: STATE.FFLORIDA COUNTY OF\l -D )E ) )SS ) B2 Tony C a\ Jr., City Ma.mwer The .foregoing instrument was acknowledged.b re me this dam .2011.by Toy! g:,ƒDCi Nianager .of M/m£eQ 'behalf of sR City; such person. ( )s personally known W me or ( ) e nted as identification. NOTARY PUBLIC STATE OF FLORIDA. Print Name: Commi io No.; .Commis on Expires ISEAL] Pa: 4 of 4 MIA q%#z21a LETTER OF UNDERSTANDING This Letter of Understanding is by and between Brickell Flatiron, LLC, a Florida Limited Liability Corporation (Brickell Flatiron) and La Cucina Management, Inc., d/b/a Perricones's Marketplace, Inc. (Perricone's), an organization incorporated under the laws of the State of Florida. WHEREAS, :Brickell Flatiron is the owner of property located at 1001 South Miami Avenue abutting the Allen Morris Park located at 20 and 25 SE 10th Street. . WHEREAS, Perricone's is the owner of property located at 15 SE 10th Street abutting the Allen Morris Park located at 20 and 25 SE 10th Street. IT IS THEREFORE AGREED AS FOLLOWS: That this Letter of Understanding will set forth the general Agreement by and between Brickell Flatiron and Perricone's as to the terms and conditions that shall hereinafter be set forth between the two companies. 1. Perricone's :will be responsible for the maintenance of the landscaping within the Allen Morris Park following the execution of the License Agreement between Brickell Flatiron and the City of Miami, pursuant to City of Miami Resolution. No. R-06-0400. 2. Brickell Flatiron will be responsible for the maintenance of the furniture,, lighting and trash removal within the Allen Morris Park following the execution of the LicenseAgreementbetween l3.rickell. Flatiron and the City of Miami, pursuant to City of Miami Resolution No. R-06.0400. It is understood .between the two parties that this agreement will remain in. effect until such time as the .License Agreement between Brickell Flatiron and the City of Miami, pursuant to Resolution No. R-06-0400 is terminated by mutual agreementof both Brickell Flatiron and City of Miami. Signed and Agreed to by the parties on this day of May, 2011. Brickell Flatiron, LLC 7 - -Mr. Mallory F. Kauderer Managing Member Perricone's Marketplace, inc. (Mn Steven J. Perricone �P esident Erickull Fltiron LLC Transaction Detail By Accotint Januar;1, 2010 throw* May 10, 2011 77/ff 1).:!M Nmil Wino SrIui AG,GUnt B14,, Jrj.r',2)1•722i; f?'.::-.,f;;; !LIU; l';;!;;!1: !.• ',;o::•5 :..1,522 40 20 7i2:";.2,2 25,700.20 25,700.20 l'i49c 1 el E•nen C Ocni.gr, ?:aelynfl H.::ra:".vrJ {rvitn'4 i•;4sirti: - City of iMierr Commissioner. Marc Sarnof. 3500 Para Anlarjl'.an Dive Miami, Florida 33133 r},i2r,ti, O' .O?.201C ? CMO R:tf: 1814 8ric-ke11-?ark Dt-ia-r Commissioner S'xri 3 f. With feferr'rc to y Ur meei nc"ori April 1ii with Ms. Ccrefiric'1• ivxontefro, we are ;;]..._S, f.fier you ;lc 3 ,rcJell Design propo . )) based on the Landscape rchiteci tsccpE of e,,orl.: Scope of•';WJnrk: -he scope <f'ktiort;.i 1c'tf•'ie the i_-2f;t Gc pe'Concep!uu::ri �ICSC^tI, ;;s' sl DL•'J•�I4f+n�8t'1) „'L ConstruCicn Dn " t f lit fn'r ;ti It: cca ed on 167 7 E,ickcil, tlll'_irni - FL. SS(.topo ..1. ~cope ;i S-'.'_r^ll{:: s: 1..1.1' Slip. Anal +51S t ialsc a) Ide. t'tfy existing site conditions rind features (views, Scrrenin f4, ofl . ^^.f1.`iithms, sri rs.. eW . ) ) Photo, uocurnente ion of tanie tton s Confirm general location of available atiliCi s d.) Review apelicahle ; overnmerttal requ;remenl , including.zonino, ordinances and permit req_.irernents 'Ad`Jise the Client of iests.and SLir'JGVS (Soti ana45is, t.Dpograt)'i^•iC survey. utiFty sor.fav and/or ororerty bound .y survey) that n1av be fegt ft3:'. gttrdon Cfas;grt :+i):-U L,^P �. r.... s.� .�i..y: „•:rc'.':r.'o,m`; �.r+"Cn,� ts7� :a;h.^. a) Meet with client to Lsiecuss 37,0 rrdtlt r drt`° :i?t proji• t i-pouirerrlents ='! Prepare.siuolo sa..r'i+7 relational diagram for the org rii;t:, a t ?r'" ' t "'L'a,e �s�t �i i#t:. .s 3�1 Of Z)iOr d i1foGr;i'll aiem_r:ts (existing and required) cj Prepare a sealed sci78rn t a ensign pan (+i Preliminary select key materials Renclerec Design Prop a h Artistic hand draw,viinp tr. Plant Malarial board w Ui irii cgs t: llt:Straia .1,3. Design Dat:e;opment O '<'".Tt,'iss', and r e.fir Sc Schematic Design plan, o of r{i?l;'.s. comments i Prelirninary Piantintl Piart ci Layout of site. (paving, .planters,fountains, :I) Prepare theprobante cost lc const;ruct.the p7or)s'1 . 9 i nc,rov,c.'%er:'.. r i til^mit the plans one coat to inicn 1.1 4 Construcl.(cn Document Pnasa n ) Prey Vy construction ji{cils inctur i,ny: a,. 1-Planting b. Hardscapa Pan (..Laveiut) c: Gracing •_°. Drainage Plan (layout p•l ifl. r di(i C.lrniina'_ . fielails by Civil l"ngine�r d. Irrigation Plan- e Furilitiit;c, Plan f. •Lanascatp l_lgh:in t3i• it (Izlyotit.only. t✓ld? lricul r lOire r ng by 'Sl .iitlfi ge Plan (signs to tic' coordinetitic 'ftiltl the :::ity ' Miarpit DeslgCi . ester eatoIss, if any (M ohan€i.:3l:s.>s ems, 1`ty•,'.ir:.,,.illic, Structural, .rain geldisc iarge and Electrical wra;}links by othere) c) Prepara coriSIruction details `.o d •scrit e the rnat=rIa s d) Assist the Client in the submission process to the ,cvernill : :TO actencies. Submit final cosis tc• cOn 1ruct the proposed irrlpr vernents ill Submit 2 sione and ,seal ci- copies of the Construction Dnctirne s. Adel tiorlc3i cooies should t c rot f': i.irsable expenses. 2 a) C: Expensal.; reproduclion nd h iprt pc 3ac. Ifld (J-2ilve.ry Z:OSIG diDila r(*.:ndecings, pnutbyi arld xp.erlg9 Lahility Jris%ilar:c-7.-: to th.: Projr.-:;i, or z..c1,:icnai inE-„urance covorage $vices cfe;f7-Jssional A,. fe;z:s, perrrAs, 3nrilor pa.-13 pi cc'esse.rs ()ther sirniiar direct Projeci-scied expendittin AdditiOrlii Information anti Exclusions: Enea sxclude.s & waterproofivu t;*, 1;-tnrisr7;:tr.,e Achile.cr sn1 r,o1 he resgomiic fcr fooc pRrtaning file Pool certsultant (l,e. water ponds. fountains, pools orici ny additionoi ,,,vater features) c'; Craina9e dOne coore.finalion %11-1 tine 7',1EP rd vrrpneer3 En?3 ornvfde inn C2ICAngt:olst and drLit,viq Oivfl erner Fees: 1;z:: archizeczural viori,. can bpsovklec For afcc E;o-a s:Iont7: cf vcos wi Ib9 n raz;•?.. -00ivery CsLgn Deveripry,-.2,r11 Llet3n.:DeliVe.ry CcirlirntDeC:Uments 30,0 20.n% i;ek r',9T kir ntrOIS tt 174 c it" 1'444' i; I • • A." ,z,,v0)7v7i I (.41.11 .ICI.vt,(1",'"-q"?. ?b !'r itirrififve"(e;qk #1'4,-'•, (r. Pa dts-- 17) 'Pill' "..celitt,;771(4. 7 10,000 • 5 _6,•00 4,„0012 \'ours Ene.o E.nea, principal 1)e.:51inn' t Dwe: 2.0,D00 3 DILL TO: ADDRESS: CITY: STATE: E: ZIP CODE: C rirkell Ftallron LI C PROJECT No: 116 INVOICE No: 2010 0lei INVOICE DATE: 12-Apr-10 INVOICE: DUI' f)ATE: indicaI d PAGE: 1ot1 QUANTITY DESCRIPTION [UNIT PRICE IN USS [AMOUNT IN USS 001 Land:scape.Design - 1514 °lickelt Park S 20.000.00 5 20.000.00 PAID on 04/21 S 10.0110 (30 PAID on 06124 5 5.000 or) DUE NOW Retainer - .00°A 1co 1 310,000 PAID Upon delivery Design Deveksp. - 30% telal > :0 000 Upon delivery Corrslrudfoti i ocumenls - 2C)';o total > $4,000 $ 4.000 00 00. We appreciate your interest in our cern any.. INVOICE TOTAL S 20,000.00 FINAL PAYMENT S 4.000.00 Hest regards. Enea Carden Design 3fickeit Flatiron LLC ENEA Dole Type Heference 719/2010 Biit Design BrickoU Flatiron Lan cap Design Ottrynal ni 4,00C1.00 7/9/1010 13ntonct, Jiro Discount Payment 41:000.00 1,000.00 Chectc Amount 4,000.00 4,( U0.00 8 rickell Flatiron LLC 449 ENEA 1120/2010 Date Type Reference Original Ant, Balance Due Discount Payment 6/22/201 Bill 20100014 6,000 00 6000.00 6,000.00 CfleCk AttIOUlt 6,000.00 Brickell Flatiron Inv 20100014/ dated 04/12/10 6,000.00 Flatiron LLC ENEA ype F.lefererice But Retainer 41 1,9 3/29/2010 Origina/ Arnt lance:Due Disconni Payment 10,000.00 10,000,00 1000000 Check. AMOun 10,000.00 f38.A. TO: Mallory katiderer / Brio/cell Flatiron LLC ADDRESS: 201 41n1 Street suite.501 Ur?: Miami Beach STATE: FL ZIP CODE: 33110 PROJECT No: 116 INVOICE No: 20 I D0053 INVOICE DATE: 17 Dec 10 INVOICE DUE DATE: Upon receipt PAGE: 1 of 1 QUANTITY 1 DESCRIPTION UNIT' PRICE IN US$ AMOUNT IN US$ I Reimbursable expenses 40. - 1814 Brickell Park 001 Electrical Engineer fees;(wirina and photometric study plan) $ 2.000.00 $ 2.000.00 045 Prints (3 sets of 15 pages - City of Miami reviews) $ 2 00 $ 90 00 Foam Boards to Commissioner Same (foam and special gtue) $• 53,85 $ 53.85 BRICKLL FLATIRON LLC 1004 OPERATING. ACCOUNT qootl.E IST STRFFT MfAt.11. FL ','31:38 1 PAY TO THE f, ,61 ORDER OF ' / 77/42-e 54/1(j0 a:::://(1/kc2&2/01ery/77ile/eL--: Sabatiell Uuitcxl Sank 11 FOR//(0, /A. '"Zi/O,,,..S:::: ,...„2,- fi 4 14 11° 00 100110 I: 0 il a ? 00 11CO: 0101,031,2270' A1-565 • DATE 1/-2-2/ 6IS) $ Lif Zi ;cit.) DOLLARS E3 t • • 046 We r.ippreciate your interest in our .conapany. IN/VOICE ()rm. 3 2 143 85 66540W $ 2,143.85 ' Best regards, Enea Garden Design. BILL TO: fAallory Kander& Brickell Flatirvi LLC ADDRESS: 301 4 lot Street. StlitC 501 CITY: Miami Beach STATE; FL ZIP CODE: 33140 enea PROJECT No; 110 INVOICE No: 20110014 INVOICE DATE: 30-t4ar-11 INVOICE DUg t3ATE: Upon receipt PAGE: 1 of 1 QUANTITY -I DESCRIPTION IUNIT PRICE IN US$ [AMOUNT 1/4„US$ Reimbursable exoenses #4 - 19.14 Brictiell Part Several copies for City of Miami. FDOT, GIP, etc 233.95 $ 233.95 t BRICKELL FLATIRON LLC 1 0 4 9 OPERATING AC'fjOUNT rji J. 71ST ..STRELT MI:J.11, FL 11311 PAY TO THE ..C11 ORDER OF silo /71-0,,tzuo Unitect Bank fi -•:', 9 0 0 D ii qio I:0g, ?DO ri 6 1.3 f: 0 110 1 0 3 1 2 2 ? la ,,.. tf.:.=t*::-',..7"''"`"a •=-- ..,-,,,-,,-,,t7tt tt'-',4=7......, tt ••.“ ''''tts - '''' -7-..t4L.,,.:==t;tittt..:;tr,tt,v,,,,,,,,--,-,,,,r,,,:t21.,,,,,,a,.„«,- t , ,,,,,,,,,-..tt„,‘FaatiZtettta.t.:4^4.'",,:rtn.:ntt..."..aL^:=;:ft.tr.tt,„7.t.'stt=nrtrtr...*:;:ftrt.t.tt,..t.tat,nat.'..tr...t-',,z,--3.1.,-,...A,C,tr-lt ..r1 DATE ta-zt 576 u LLARS 1+1 at 1100 We appreciate iJC or interest in our company. en ea gardeii design iNvOICE TOTAL 233.95 CUE NOW Bs reganls, Enea Garden Desion $ 233.95 'at 'at t BILL. ID: ADDRESS: CITY: STATE: ZIP CODE: Mallory Kaudef et :301 41st Strew, suito 501 MnTI each FL 33140 PROJECT No: INVOICE No: }NVOICE DATE: INVOICE DUE OAT: 1 'RI 2010.0046 Upon ,reneipf 1 of 1 QUANTITY i DESCRIPTION Reimbursable oxoenses - 1314 Oriel:ell Park 001 Civil Enoinee.r fees 036 Prints (3 sets of 12 pages - City of Miami initial reviews) • BRICKELL FLATIRON LLC OPERATING ACCOUNT 3OoN.C. 713 ralfiEEr KAU. R. 33138 pAY TO THE ifigc/F. ORDER OF .., r? fil2,14 774457=4440 7474.f.Yi.:WC-- AQ.olge-V (64(8.2st/V7?":(k) i__ Sektaden Unili-xl Rank li P 0 D.ocn,o 2Cifin 4,106 ?LID ci.Glig3g: a 10 1.0 4 1! UMITPRICE IN US$ IAMQUNT IN US$ s DATE 3,8moo $ 2 00 $ -7 — 3,800,00 $ 111 14-1 72.00 )1 1029 p?:1 —10 037 vve, appreciate y01,11- intp.rnst in emir conlparly. INVOICE TOTAL 3,872.00 DUE NOW Best regards, Frtea Garden Design 3.872.01) er�a BILL TO: Ma,lro, IOL;crcir i BriJ<eil Flatiron LLG PROJECT No: ADOP.ESS: 301 4 i st Street, suie 501 INVOICE No: 20110005 CITY: Ili6rni Beoch INVOICE DATE: 15-3eb 11 STATE: FL INVOICE DUE DATE: t)pcn receipt ZIP CODE: 33140 PAGE: i ol' 1 1 QUA.NTIT',, 7 .0ESCRIPTION IUNiT PRICE INIISS AMOUNT IN LISS 1 RgirribtirsbleeffiSes ti3 - 1614 BrickellPark Electmal.Engincer fees - Pan, changes 5; 225;00 $ 225100 Prints outs (total hardcopies; color copies. newboards) S 225.40 $ 225.40 Credit. (froin invoice 20100044- 2010 .3 (128.00) ,3 (I. 2p.00) 000 zl)prcciate yourinteresUin our COMpany, en INVOICE TOTAL S 322 40 ENOW 322.40 Eest fegarcis. Eno Gai dun. DcStur • ;20,4** ,tifee~OW • Tranutziorr • Oalanco.Due • Sri.sr.o — Darn tlb.FEB-2011 t,trie • . 211,6.11/5 „...• , • •• .19ACIO •i M.) Gt. Dzte 04.RO:7011 0110 " ,Invaice Typo IR . , et.'rer.t.y LISD UAW rtc.rir.pri, ; ' dint i ° :nthH ... _ , .......,......... ._ . CKg1012,FOR Hz2111511U1811 Tonclinn 10ai21,642.75i C„itol;t1i,lii0I21 J j .., :ll •To ------- -------- -- - ,- nal 10 • N,00t. Hatton Flatiron, 11C ilirickell riillif411, i It: flame 'tilit:i0111 Flaiiion, I If.: . . Number ' tria5.2 •13:1052 ' "with m• 810'12 . i 1.10:Winn i ;208193 2031191 , „ „,...... ,....—_ t .;.15!0 Itiscikyne ill, :triJ Floor lSill Ilist.rytar Ili,:it Flout • r , • i tlima Flatitun, /LC • I ••f -.., .., /Ai-dolt:Ft 31132 Ilnitoil Status Mlaroi,•i 113132 Uoitoil Siatos .--- - , -- , „.....„-- . ,. _. i ttorriber •,1111M7 ', il Contact J 0252. CUSTOMER '.A31157, CUSTOMER I oculitin 7011191 44 Ciltr:=.(nii ..' Patoiera hlettioe So:aspect:en i Cotterner thank intuiting Ruh, • Drrrili titit:h ,411`,P el Tem HET XI . .. ACCiAltt .;12..MAR•21111 Egirtrat:ion Date i. ::: tf4',,,,i.ir' • .&,., lil . „. i.,..,, ;.,...1 I ; .... F.t1t..vt.tif:i 1 6,,rlus Ci,:dits • J. i 32 (if '.1"613 V-;:: .03 /0048 OkA.ARJ C.:VMEN r T In./0 i.e17i0 4.1400 N(tite;'. ARC.,?,, afli• Aatouil 1 0 $101.1, !. tr JD.tOt . $1 ()C.: 00 telli 'rata*: C:ck(Chkg 00103'2) ReCE i"s•t"-.4,* (NUR ITEM DEPOSIT DEPOSIT CHECK DEPOSIT CHECK SEQUENCE DATE REP.NO. NUMBER AMOUNT .-AMOUNT Rezton. for Retuta 1 ITEM. :cgARGED_TpTALING 19i659.7.6 0 ±TEmsREDEPOSITEDOTLING 1:1,90 ADVICE TOTAL 19,659.76 tg- BRICKELL FLATIRON LLC OPERATING ACCOUNT 300 N.E.71ST Si HEET AMAMI. FL 33138 nuiLvE�take74/(1 tate'67 /bkteg Sabadeil United Bank OR Aegiertgeo- 11.00 LO 3 20 40 Et 7009 64Si: 0 LD 10 3 L 2 2 716 - - - - 'Ss DATE 1 $ 7ob, DOLCA 8 1032 63-164 -60-1 0