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HomeMy WebLinkAboutExhibit 1BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA AMENDED AND RESTATED PARTIAL MODIFICATION OF RESTRICTIONS DEED NO. 19447-F KNOW ALL MEN BY THESE PRESENTS: That WHEREAS, the BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA ("BOARD OF TRUSTEES"), is by Section 253.03, Florida Statutes, authorized and empowered to modify restricted uses for certain lands under the terms and conditions set forth herein; and WHEREAS, the BOARD OF TRUSTEES conveyed to the City of Miami ("CITY") certain lands more particularly described in Deed No. 19447, recorded in Deed Book 3130, Page 257, Public Records of Miami -Dade County, Florida (the 'Deed"); and WHEREAS, the Deed contains the following restrictions (the "Original Restrictions"): PROVIDED, HOWEVER, anything herein to the contrary notwithstanding, this deed is given and granted upon the express condition subsequent that the Grantee herein or its successors and assigns shall never sell or convey or lease the above described land or any part thereof to any private person, firm or corporation for any private use or purpose, it being the intention of this restriction that the said lands shall be used solely for public purposes, including municipal purposes and not otherwise. PROVIDED, FURTHER, anything herein to the contrary notwithstanding, this deed is given and granted upon the further express condition subsequent that the Grantee herein or its successors or assigns shall not give or grant any license or permit to any private person, firm or corporation to construct or make by any means, any islands, fills, embankments, structures, buildings or other similar things within or upon the above described lands or any part thereof for any private use or purpose, as distinguished from any public or municipal use or purpose. It is covenanted and agreed that the above conditions subsequent shall run with the land and any violation thereof shall render this deed null and void and the above -described lands shall, in any event, revert to the Grantors or their successors. WHEREAS, the BOARD OF TRUSTEES approved a modification of the Original Restrictions on June 24, 2004, and executed and delivered an instrument entitled "Partial Modification of Restrictions" on March 2, 2005, and same was recorded on March 18, 2005, in Official Records Book 23181, Page 775, Public Records of Miami -Dade County, Florida; and (�T1-�df-�lqU MIADOCS 5570952 2 WHEREAS, the CITY is still desirous of leasing that portion of the lands conveyed to the CITY by the Deed which is described in Exhibit "A", attached hereto and made a part hereof (the "Property"), to Flagstone Island Gardens, LLC, a Delaware limited liability company ("FLAGSTONE"), to- allow for the construction and operation of a public and private commercial, marina, and mixed use, waterfront development, including any and all uses permitted under the Ground Lease, as defined below (as a whole or in phases, the "Development"), and in order to accomplish the same, it is necessary that the Original Restrictions be modified by the BOARD OF TRUSTEES; and WHEREAS, the Development is still in the public interest because it will convert the Property from a sparse, unimproved field to a location that will contain cultural, scenic, and recreational values that will benefit the public while at the same time retaining 60% of the Development as open space in the form of gardens, walkways, and a waterfront promenade available to residents and visitors for cultural and recreational activities; and WHEREAS, in furtherance of the public interest, the Development will still also aid tourism, provide training and employment opportunities to residents, and generate significant tax revenue for the CITY, Miami -Dade County and the State of Florida; and WHEREAS, the BOARD OF TRUSTEES, the CITY and FLAGSTONE desire to amend and restate the Partial Modification of Restrictions on the terms set forth in this Amended and Restated Partial Modification of Restrictions; and WHEREAS, the BOARD OF TRUSTEES approved this Amended and Restated Partial Modification of Restrictions on August 16, 2011; and WHEREAS, the CITY approved this Amended and Restated Partial Modification of Restrictions on , 2011. NOW THEREFORE, for and in consideration of the foregoing recitals and of the mutual covenants, terms, and conditions herein contained, and other good and valuable consideration, the BOARD OF TRUSTEES, the CITY and FLAGSTONE hereby completely amend and restate the Partial Modification of Restrictions as follows: 1. Consent to Development and Ground Lease. Provided that the CITY and FLAGSTONE satisfy their respective obligations set forth in Paragraphs 2 and 3 below and subject to termination in accordance with the provisions of this Amended and Restated Partial Modification of Restrictions, the Original Restrictions and Partial Modification of Restrictions are hereby modified to permit, and the BOARD OF TRUSTEES hereby consents to, the following: (i) the leasing of the Property or parts thereof by the CITY to FLAGSTONE pursuant to the ground lease or leases between the CITY and FLAGSTONE (the "Ground Lease," which term shall include Exhibit "A" to the Ground Lease and any amendments made in accordance with the express terms of the Ground Lease); (u) FLAGSTONE's use of the Property for the development, construction and operation of the Development; (iii) the grant of any easements and/or license agreements which are necessary or appropriate for pre -development work related to the Development, such as utility relocation and access related to the Development and 2 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 3 which are necessary or appropriate for such construction or operation of the Development, and continued access related to the Development, all upon the Property or within the areas described in Exhibit "B", attached hereto and made a part hereof (the "Easement Areas"), and (iv) that certain Amended and Restated Agreement to Enter into Ground Lease between the CITY and FLAGSTONE dated (the "Agreement to Enter"), a copy of which has been provided to the Division (defined below). In the event that (i) FLAGSTONE and the CITY are contemplating any material modifications to the Ground Lease and/or the Agreement to Enter, FLAGSTONE and the CITY agree to discuss such proposed modifications with the Division (defined below) contemporaneously with any discussions on the proposed modifications between FLAGSTONE and the CITY, and (ii) any material amendments to the Ground Lease and/or the Agreement to Enter must first receive prior approval by the BOARD OF TRUSTEES at a regularly scheduled meeting. 2. FLAGSTONE's Obligations. (a) Payments. Until the Development is completed or October 1, 2021, whichever occurs first ("Takeover Date"), FLAGSTONE shall make payments to the BOARD OF TRUSTEES, on a semi-annual basis, in an amount equal to 15% of the amount it pays to the CITY under the Agreement to Enter and the Ground Lease(s) pursuant to the rent schedule set forth on Exhibit "A" to City of Miami Resolution R-10- 0402, adopted September 23, 2010 (the "Resolution"). FLAGSTONE shall make these semi-annual payments to the BOARD OF TRUSTEES on January 1 and July 1 of each calendar year. Each payment shall be in an amount equal to 15% of the sums paid by FLAGSTONE to the CITY during the prior six (6) months, except for the first semi- annual payment which may be based on less than six (6) months of payments if less than six (6) months have elapsed since commencement of payments to the CITY. Notwithstanding the foregoing, the first payment by FLAGSTONE to the BOARD OF TRUSTEES under this Amended and Restated Partial Modification of Restrictions shall be in theamount of 15% of the amount of the first payment (the "First Payment") to be made by FLAGSTONE to the CITY on or before September 29, 2011, and shall be made on the same date as the First Payment. (b) Certification. FLAGSTONE certifies to the BOARD OF TRUSTEES as follows: (i) FLAGSTONE is not the subject of a pending bankruptcy proceeding; (ii) FLAGSTONE is current with regard to all state and local tax payments for which it is responsible; and (iii) FLAGSTONE has executed an affidavit dated August 4, 2011, regarding undischarged judgments. Any breach of a statement in that affidavit or of the certifications in this paragraph shall constitute a default by FLAGSTONE under this Amended and Restated Partial Modification of Restrictions. (c) Discharge of Judgments. FLAGSTONE shall either discharge all undischarged judgments identified in the affidavit required in Paragraph 2(b)(iii) above or deliver to the Miami -Dade County .Clerk of the Courts' Registry on or before January 17, 2012, to be held in an escrow account, an amount not less than 125% of the total remaining outstanding principal balance of all undischarged judgments identified on Exhibit "C" attached hereto and made a part hereof. If FLAGSTONE fails to do the 3 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 3 _ -- foregoing, this Amended and Restated Partial Modification of Restrictions shall automatically and immediately terminate and the cure rights provided for in Paragraph 5 below shall not apply. Additionally, FLAGSTONE agrees to comply with the CITY's requirements in Section IX, Indemnification/Hold Harmless for City; Discharge of Existing Liens, Judgments, and Garnishments in Exhibit "A" to the Resolution. 3. CITY's and FLAGSTONE's Obligations. (a) Payments. From and after the Takeover Date, the CITY shall make payments to the BOARD OF TRUSTEES, on a semi-annual basis, in the amount of 15% of the total gross rental payments received by the CITY under the Ground Lease (including, but not necessarily limited to, Base Rent and Percentage Rent, as defined in the Ground Lease), with the first semi-annual rental payment being made on the 30th day of the month in which the CITY receives its sixth month Base Rental payment pursuant to the Ground Lease, and each subsequent semi-annual payment being made on the 30th day of each and every sixth month thereafter for as long as the Development remains on the Property. In no event shall the BOARD OF TRUSTEES receive less than $300,000 during each 12-month period from and after the Takeover Date, regardless of whether the CITY actually collects Base Rent. or Percentage Rent under the Ground Lease. (b) Permits. The CITY shall insure and guarantee the BOARD OF TRUSTEES that the CITY shall require FLAGSTONE to apply for and obtain all permits required by law for the Development. (c) Financial Audit Reports. Beginning on the date of the CITY's first semi- annual rental payment to the BOARD OF TRUSTEES as required by Paragraph 3(a) above, the CITY shall require FLAGSTONE to submit for each calendar year, annual financial audit reports to the BOARD OF TRUSTEES which have been completed by an independent certified public accounting firm in accordance with generally accepted accounting principles and which certify the accuracy of the semi-annual payments described in Paragraph 3(a) above. (d) Status Reports Regarding Development. Beginning one year after the Ground Lease Effective Date (defined below) of this Amended and Restated Partial Modification of Restrictions, the CITY shall require FLAGSTONE to submit annual status reports to the Division (defined below) that verify the progress of the proposed Development. The CITY shall be required to submit such information that the CITY receives from FLAGSTONE for these annual status reports to the Division until each phase of the Development has received a certificate of completion. Each such report from FLAGSTONE shall include a list of all then -existing Curing Parties (defined below). (e) Completion of Development. The CITY shall require FLAGSTONE to insure and guarantee that the Development is completed in the manner contemplated and required by the Ground Lease (including obtaining applicable permits) within the time periods set forth in the Ground Lease. 4 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 3 (f) Improvements to Additional Lands. The CITY shall require FLAGSTONE to insure and guarantee that any staging area located within the Easement Areas used by FLAGSTONE pursuant to any easement or license agreement shall, after its usage by FLAGSTONE, be left in a condition better than its condition when it was delivered to FLAGSTONE. In addition to the foregoing, the CITY shall require FLAGSTONE to insure and guarantee that FLAGSTONE will spend no less than $1,000,000.00 on improvements to (1) an open space of land on the southeast side of Watson Island known as Southside Park and (2) the Japanese Gardens. Some of these improvements shall include, but not be limited to, the following: 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. (g) Executed Copy of Ground Lease. The CITY shall insure that the BOARD OF TRUSTEES receives a fully executed copy of the Ground Lease within 30 days of the execution and delivery of the Ground Lease by the parties thereto and all subsequent amendments thereto. (h) Gambling. During the term of the Ground Lease and any renewals, extensions, modifications or assignments thereof, without the express consent of the BOARD OF TRUSTEES and notwithstanding any contrary provisions that now exist in the Ground Lease, the CITY and FLAGSTONE shall not permit: (1) casino gambling and all other forms of gambling on the Property and the Easement Areas and (2) the operation of or entry onto the Property and the Easement Areas of gambling cruise ships, or vessels that are used principally for the purpose of gambling, when these vessels are engaged in "cruises to nowhere," where the ships leave and return to the state of Florida without an intervening stop within another state or foreign country or waters within the jurisdiction of another state or foreign country, and any watercraft used to carry passengers to and from such gambling cruise ships. 4. Termination of BOARD OF TRUSTEES' Approval. (a) Default in the CITY's Obligations. Subject to the notice and cure provisions set forth in Paragraph 5 below and the unavoidable delays provision set forth. in Paragraph 6(a) below, the BOARD OF TRUSTEES may terminate the approval set forth in Paragraph 1 above if any of the CITY's obligations as set forth above in Paragraph 3 are not performed in a timely manner or FLAGSTONE's obligations set forth above in Paragraphs 2 and 3 are not performed in a timely manner. (b) Termination of Ground Lease. Subject to the notice and cure provisions set forth in Paragraph 5 below, the BOARD OF TRUSTEES may terminate the approval set forth in Paragraph 1 above if the Ground Lease is terminated in accordance with its terms and it is not replaced with any new replacement lease(s) expressly provided for by the Ground Lease or by any Subordination, Non -Disturbance and Attornment Agreement entered into by any of the Curing Parties; provided, however, this termination right shall not app or--components-ef he Development -and at least one such Ground Lease has not been terminated. 5 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 3 (c) Reimposition of Original Restrictions. If the BOARD OF TRUSTEES terminates this Amended and Restated Partial Modification of Restrictions, the Original Restrictions shall automatically and immediately be reimposed on the Property and Easement Areas. 5. Cure Rights. The BOARD OF TRUSTEES agrees that in the event that the BOARD OF TRUSTEES or the Division of State Lands, State of Florida Department of Environmental Protection (the "Division"), determines that a default (a "Default") described in Paragraph 2(a), 2(b)(ii) or 3(a) above (a "Monetary Default") or Paragraph 2(b)(i), 3(b), 3(c), 3(d), 3(e), 3(f), 3(g) or 3(h) above (a "Non -Monetary Default") has occurred, the following procedures shall apply: (a) Notice. The BOARD OF TRUSTEES or the Division shall provide notice to the CITY or FLAGSTONE (whichever is believed to have defaulted) of any Default, which notice shall identify the alleged Default. The BOARD OF TRUSTEES or the Division shall send a copy of such notice to each Approved Mortgagee and Major Subtenant and any association formed to administer the applicable regime(s) ("Association(s)") with respect to Approved Time Share Licenses, as such terms are defined in the Ground Lease, and to the CITY or FLAGSTONE (whichever is not believed to be the defaulting party) (the Major Subtenants, the Approved Mortgagees, such Association(s) and the CITY or FLAGSTONE (whichever is not the defaulting party), each a "Curing Party"). Notwithstanding the foregoing, the BOARD OF TRUSTEES or the Division shall be required to send a copy of any such notice only to each party as to which the BOARD OF TRUSTEES or the Division has been notified in writing of such party's status as a Curing Party. In the event the BOARD OF TRUSTEES or the Division fails to send a copy of such notice to any such Curing Party, such failure shall not affect the validity of the Default notice given to any other Curing Party, or the cure period set forth in Paragraph 5(b) below which is afforded to such other Curing Party. (b) Cure Periods. The BOARD OF TRUSTEES agrees that if the BOARD OF TRUSTEES determines that the CITY or FLAGSTONE (as applicable) has failed to cure the Default after being given the opportunity to do so (which determination of the CITY's or FLAGSTONE's failure to cure the Default may be made in the sole and absolute discretion ofthe BOARD OF TRUSTEES), any Curing Party shall have the opportunity: (i) to cure any Monetary Default within 60 days from the date the BOARD OF TRUSTEES sends its notice of Default (the 'Default Date"); and (ii) to cure any Non - Monetary Default within 120 days from the Default Date; provided, however, that if any Non -Monetary Default cannot, in the exercise of due diligence and good faith, be cured within such 120-day period, any Curing Party shall have such additional reasonable period as will enable such Curing Party, with the exercise of due diligence and in good faith, to cure the Non -Monetary Default; provided further that the cure period for such Non -Monetary Defaults shall not exceed 24 months from the Default Date (except that if possession of the Property by such Curing Party is reasonably necessary for such Curing Party to cure such Non -Monetary Default, the cure period for such Non -Monetary ate such possession is obtained, so long as such Curing Party is diligently pursuing proceedings to obtain such possession). 6 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 3 6. Miscellaneous. (a) Unavoidable Delays. The BOARD OF TRUSTEES recognizes that there may be instances when unavoidable delays may be encountered which are caused by circumstances beyond the reasonable control of the CITY or any Curing Party and could not have been overcome by the CITY'S or such Curing Party's due diligence. A filing of a voluntary petition in bankruptcy or for reorganization or an arrangement pursuant to the Federal Bankruptcy Code or any similar law, federal or state, now or hereinafter in effect, or an assignment for the benefit of creditors shall not be considered an unavoidable delay for purposes of this Paragraph 6(a). In the .unlikely event of such an unavoidable delay, the BOARD OF TRUSTEES agrees to the following procedure: (i) upon occurrence of any unavoidable delay, the CITY or any Curing Party shall notify the Director of the Division in writing within 30 days thereafter of the anticipated length and cause of the delay, the measures taken or to be taken to minimize the delay and the timetable by which the CITY and/or such Curing Party intends to implement these measures; (ii) the parties will then enter into discussions to determine the appropriate extension, to allow the CITY or such Curing Party adequate time to meet the delay or anticipated delay. The Division, acting on behalf of the BOARD OF TRUSTEES, shall agree to extend the time for performance hereunder for a period equal to the agreed delay from such circumstances. Such agreement shall adopt all reasonable measures necessary to avoid or minimize the delay; and (iii) if the parties cannot agree, the Division will provide the CITY or the Curing Party with notice and an opportunity for a hearing before the BOARD OF TRUSTEES to determine the amount of time for extension of performance hereunder. The provisions of this Paragraph 6(a) shall not apply to Paragraphs 2 or 3(a) above. (b) Application Only to Property and Easement Areas; Ratification. This Amended and Restated Partial Modification of Restrictions applies only to the Property and the Easement Areas, and shall not affect or modify the restrictions imposed upon the otherlands described in the Deed which have not previously been waived or modified by the BOARD OF TRUSTEES. Except as expressly modified hereby, the terms of the Original Restrictions and Partial Modification of Restrictions shall remain unchanged in each and every respect, and the same are hereby ratified, approved and confirmed by the BOARD OF TRUSTEES and the CITY as of the date of this Amended and Restated Partial Modification of Restrictions (it being understood that any previous waiver or modification of the Original Restrictions or the Partial Modification of Restrictions made with respect to the Property is hereby superseded). (c) Effective Date. Except for Paragraphs 1(i) and (ii) above, this Amended and Restated Partial Modification of Restrictions shall be effective upon the mutual execution and delivery hereof With respect to the BOARD OF TRUSTEES' consent pursuant to Paragraphs 1(i) and (ii) above, this Amended and Restated Partial Modification of Restrictions shall be effective only upon the Division's receipt of a copy of a fully executed Ground Lease and the Division'sconfirmation that the Ground Lease is in substantially the same form as the copy of the proposed Ground Lease that is attached to the Agreement to Enter ("`Ground Lease Effective -Date"). 7 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 3 IN WITNESS WHEREOF, the BOARD OF TRUSTEES, the CITY and FLAGSTONE have caused this Amended and Restated Partial Modification of Restrictions to be executed on this day of , 2011. Witnesses: Signature of Witness Printed/Typed Name of Witness Signature of Witness Printed/Typed Name of Witness STATE OF FLORIDA COUNTY OF LEON BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA By: Mike Long, Assistant Director, Division of State Lands, State of Florida Department of Environmental Protection, as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida The foregoing instrument was acknowledged before me this day of 2011, by Mike Long, as Assistant Director, Division of State Lands, State of Florida Department of Environmental Protection, as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida. He is personally known to me. SEAL Signature of Notary Public, State of Florida Printed/Typed Name of Notary Commission Number: Commission Expires: Approved as to Form and Legality By: DEP Attorney 8 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 3 CITY OF MIAMI, a municipal corporation of the State of Florida By: Johnny Martinez, P.E., City Manager Pursuant to Resolution No. ATTEST: By: Priscilla A. Thompson City Clerk APPROVED AS TO INSURANCE (OFFICIAL SEAL) REQUIREMENTS By: Calvin Ellis, Director of Risk Management APPROVED AS TO FORM AND CORRECTNESS: By: Julie O. Bru, City Attorney STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2011, by Johnny Martinez, P.E. as City Manager, and Priscilla A. Thompson, as City Clerk, on behalf of the CITY OF MIAMI, FLORIDA. Each of them is personally known to me or produced as identification. Notary Public, State of Florida Printed/Typed/Stamped Name Commission Number: Commission Expires: 9 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 3 Witnesses: Signature of Witness FLAGSTONE ISLAND GARDENS, LLC, a Delaware limited liability company By: Flagstone Development Corporation, a Delaware corporation, its manager Printed/Typed Name of Witness By: Mehmet Bayraktar, President Signature of Witness Printed/Typed Name of Witness STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2011, by Mehmet Bayraktar as President of Flagstone Development Corporation, a Delaware corporation on behalf of the corporation acting as the manager of FLAGSTONE ISLAND GARDENS, LLC, a Delaware limited liability company, on behalf of the company. He is personally known to me or produced as identification. Notary Public, State of Florida Printed/Typed/Stamped Name Commission Number: Commission Expires: 10 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 3 Exhibit "A" Legal Description of Lands Conveyed by Deed No. 19447 LEGAL DESCRIPTION (NW QUADRANT -UPLAND PARCEL): COMMENCE AT A POINT SHOWN MARKED BY A 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 ANGLE OF 62°00'00"; THENCE SOUTH 59°5126" WEST DEPARTING RADIALLY FROM SAID CENTERLINE A DISTANCE OF 987.36 FEET TO A PROJECTED BULKHEAD LINE; THENCE NORTH 17°1221" WEST ALONG. SAID BULKHEAD LINE A DISTANCE OF 238.86 FEET TO THE POINT AND PLACE OF BEGINNING; THENCE NORTH 17°1221" WEST CONTINUING ALONG SAID BULKHEAD LINE A DISTANCE OF 924.74 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 72.89 FEET; THENCE NORTH 86°39'49" EAST A DISTANCE OF 67.31. 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°0928"; THENCE ALONG SAID CURVE AN ARC LENGTH OF 61.88 FEET; THENCE SOUTH 72°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 ANGLE 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. LEGAL DESCRIPTION (SUBMERGED PARCEL): COMMENCE AT A POINT, MARKED BY A 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 ANGLE OF 62°00'00"; THENCE SOUTH 59°5126" WEST DEPARTING RADIALLY FROM SAID CENTERLINE A DISTANCE OF 987.36 FEET TO A PROJECTED BULKHEAD LINE; THENCE NORTH 17°1221" 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 THE TURNING BASIN LIMIT AS ESTABLISHED BY U.S. ARMY CORPS OF ENGINEERS AND POSITIONED BY COORDINATES NORTH 527,878.62 FEET, EAST 926,135.22 FEET (BASED ON NORTH AMERICAN DATUM 1983-NAD83) WITH THE NORTHERLY LINE OF THE MIAMI MAIN SHIP CHANNEL; 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°04'17" TO A POINT OF TANGENCY; THENCE SOUTH 89°10'55" EAST CONTINUING EASTERLY ALONG THE SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 32.06 FEET MORE OR LESS TO A POINT OF INTERSECTION WITH AN EXISTING BULKHEAD LINE; THENCE SOUTH 17°1221" EAST ALONG SAID BULKHEAD LINE A DISTANCE OF 924.74 FEET TO THE POINT OF BEGINNING. BSM: cc if DATE: 3/29/11 MIADOCS 5570952 2 Exhibit B Legal Drscriptions of Staging, Access and Dredging Areas I.EDAL DESC1tIPTION FOR TOPORARY EASEMENT A' • PORTIONS OF WATSON ISLAND, CITY OF MIAM1, •LYING WITHIN SECTION 31, TOWNSHIP' 53 SOUTH. RANGE' 42' EAST. ' Mwtl-DADE COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT POINT OF TANGENCY STATION 25+50 ON THE CENTERLINE OF GENERAL DOUGLAS Mac ARTHJR CAUSEWAY (S..R. A-1-A) STATE PROJECT SECTION No. (8706-112) 87060-2117 RIGI{T OF WAY YAP AS RECORDED IN PIAT BOOK 56 AT PAGE. 71 OF THE PUBLUC RECORDS OF MINA DADE COLMOY, FLORIDA; THENCE S5751'261Y FOR 252.79 FEET TO A POINT -ON. TFE WESTERLY RIGHT OF .WAY UNE OF' GENERAL.. DOUGLAS Mac ARTHUR CAUSEWAY. (THE NEKT FIVE (5) COURSES ARE Ath G• SAID WESTERLY RIGHT OF WAY LINE). THENCE S2S22'36'E FOR 33.52 Ftt1; THENCE 517'58.22"E FOR 275.61 FEET; THENCE 504022'47'E FOR 281.49 FEET Tb THE POINT OF CURVATURE OF A 'CIRCULAR CURVE TO THE LEFT HAVING A RADIUS OF 190.0D FEET AND A• CENTRAL ANGLE OF 79'15'21': THENCE SOUTHERLY AND EASTERLY ALONG THE ARC or' SAID CURVE AN ARC DISTANCE OF 262.82 I LE I; THENCE SEY3811B'E FOR 31.88 FTET TO THE POINT OF BEGINNING OF TE.PORARY EASEMENT A. (THE 'NEXT FIVE(5) COURSES ARE ,ALONO SAID WESTERLY RIGHT OF WAY OF GENERAL DOUGLAS Mac ARTHUR CAUSEWAY); THENCE S83'35'087 FOR 15758 FEET TO THE POINT OF CURVATURE. OF A CIRCULAR CURVE TO • THE RIGHT HAVING A RADIUS OF• 227.50 FEET AND A CENTRAL ANGLE OF 4528'55", 1HE'ENCE EASTERLY AND SOUTHERLY ALONG THE ARC 'OF SAID CURVE AN ARC DISTANCE OF 18059_ FEET TO THE POINT OF. REVERSE CURVATURE OF A CIRCULAR CURVE TO THE LEFT HAVING A RADIUS OF 2723.00 FEET AND A CENTRAL. ANGLE OF 10'53'18', THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE AN ARC DISTANCE OF 517.47 FEET; THENCE N4S54'30'E FOR 26.98 FEET TO A POINT ON A CURVE THAT LS CONCAVE TO THE AORTHEA57 . AND HAVING A RADIUS OF 1975.08 FEET, SAID CURVE BEARS N43'54'31-E, THENCE SOUT'rk-ASiERL•Y ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 0 43'45"FOR AN ARC DISTANCE OF 25.14 FEET; THENCE S25'01'24"W FOR 118.20 FEEF; THENCE N64'58'36'W FOR 838.45 rent; ' Ti-IENC'E N25'01'24'E FOR 251.11 FEET TO THE POINT OF. BEGINNING. ' Book23181/Page783 CFN#20050267972 Exhibit B Page 1 of 7 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 2 Exhibit B Legal Descriptions of Staging, Access end Dredging Areas LEGAL ONION FOR TDdPORARY EASELENT'�' PORTIONS OF WATSON ISLAND, CITY- OF MIAA41, LYING WRHIN SECTION 31, TOWNSHIP 53 SOUTH, RANGE 42 EAST, MLAMI—DARE COUNTY, FLORIDA. BEING' MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT POINT OF .TANGENCY STATION 25+50 ON THE CENTERLINE _ 'OF GENERAL DOUGLAS Mac ARTHUR CAUSEWAY (S.R. A-1—A) STATE PROJECT SECTION' No. (8706-112) 87050-2117 RIGHT OF WAY MAP AS RECORDED IN PLAT BOOK 56 AT PAGE •71 DF THE PUBLIC RECORDS OF MIAMI DADE COUNTY,- ' FLORIDA; THENCE S59_51'2616, .FOR 252.79 FEET TO A POINT ON THE WESTERLY RICK. OF WAY LINE OF GENERAL DOUGLAS Mac •ARTHUR CAUSEWAY. (THE NEXT FIVE (5) COURSES ARE ALONG SAID WESTERLY RIGHT OF 'WAY LINE),. THENCE.S76'22'35'E FOR 33.52 FEET; THENCE • • S17'58'22`E FOR 275.61 FEET; THENCE ,SO4'22'47`E FOR 281.49 FEET TO . THE POINT OF CURVATURE OF A CIRCULAR -CURVE .TO THE LEFT HAVING A RADIUS OF 190.00 FEET AND A CENTRAL ANGLE OF 79'15'21"; THENCE SOUTHERLY AND EASTERLY ALONG -THE ARC OF SAID CURVE AN ARC DISTANCE OF 262.82 FEET; THENCE S83'38'08'E FOR 31.88 FttI; THENCE S25-01'24'W FOR 52.77 FEET TO THE POINT OF BEGINNING OF XDIPORARY EASEMENT 'B`; THENCE CONTINUE 525'D1.24'E FOR- 198.34 FEET; .THENCE N64-55'36V FOR 250.00 FEET:. THENCE N25'01.24'E FOR 219.10 i tti; THENCE S64'55'36"E FOR 21.9E I-ttf ' TO THE F01NT OF CURVATURE OF A CIRCULAR CURVE TO -THE RIGHT HAYING A RADIUS OF 25.00 FthT AND A CENTRAL ANGLE OF -31'08'461, 'THENCE' SOUTHEASTERLY ALONG THE ARC OF SAID CURVE AN ARC DISTANCE OF 13.59 FEET TO THE POINT OF REVERSE CURVATURE OF A CIRCULAR CURVE TO THE LEFT HAVING A RADIUS OF 240.00 kb/ AND A CENTRAL ANGLE OF 49'4750', THENCE SOUTHEASTERLY ALONG NE ARC OF SAID CURVE AN ARC. DISTANCE OF 208.59 FEET; THRICE S8.Y38'08t FOR 15.00 FEET TO 'THE POINT OF BEGINNING. Book23181/Page784 CFN#20050267972 Exhibit B Page 2 of 7 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 2 Ezh1bit Legal Desertions of Staging, Anccss and Dredging Arras LEGAL DESCRIPTION FOR TEMPORARY ERSWENT 'O' PORTIONS OF WATSON ISLAND, CRY OF MW.1L LYING WITHIN SECTION 31, TOWNSHIP 53 SOUTH. RANGE 42•EAST, MIAMI-DADE COUNTY. FLORIDA. BEING MORE PARTICULARLY OESCRISED AS FOLLOWS: COMMENCE AT POINT OF TANGENCY STATION 25+50 ON THE CENTERLINE OF GENERAL DOUGLAS Mac ARTHUR. CAUSEWAY. (S.R. A-1-A) STATE- PROJECT . • SECTION No. (8706-112) 8705D-2117 RIGHT OF WAY MAP .AS RECORDED IN PLAT BOON 56 AT PAGE 71 OF THE PUSLIC RECORDS OF MLAM1 DADE COUNTY, FLORIDA*, THENCE 559'51'25 W FOR 252.79 FEET TO A POINT. ON-•THS WESTERLY RIGHT OF WAY LINE OF GENERAL DOUGLAS Mac ARTHUR • CAUSEWAY; THENCE N26'22'3Q'W ALONG SAID WESTERLY RIGHT OF' WAY LINE FOR 16921 FEET; THENCE 554'07'39'W FOR 484.19 FEET TO THE POINT OF BEGINNING OF TEMPORARY EASEMENT •-C'; THENCE 535'52'21'E FOR 143.31 FEET; THENCE S43'41'14' FOR 166.59 FEET; THENCE: 5442841'•FOR 154.05 FEET: THENCE S5Z 14'061 FOR 81.03 FEET: THENS64'58'36'E FOR 249.86 . FEET TO A POINT ON THE AFORESAID" WESTERLY RIGHT OF .WAY LINE OF GENERAL DOUGLAS Mac AFONLUR CAUSEWAY, SAID POINT ALSO BEING ON A • CURVE THAT f5 CONCAVE TO THE. NORTHEAST HAVING A RADIUS OF 190.00 . FEET. THENCE SOUTHEASTERLY ALONG 'THE ARC OF SAID CURVE THROUGH A CENTRAL. ANGLE OF *79'15'21- FOR *AN ARC DISTANCE OF 262.82 FEET: THENCE 58538'05'E ALONG SAID WESTERLY RIGHT OF WAY LINE FOR 31.68 FEET; THENCE S2501'24 W FOR 52.77 FEET; THENCE N8338'0814 FOR 15.00. FEET TO THE POINT 'OF CURVATURE OF A 0RCULAR CURVE TO THE RIGHT HAVING A RADIUS OF 240-00 FEET AND A CENTRAL ANGLE OF 49'47'50', THENCE NORTHWFaiLRLY ALONG THE ARC OF SAID -CURVE AN ARC DISTANCE OF 208.59 FEET TO THL POINT OF REVERSE CURVATURE OF A • CIRCULAR• CURVE TO 'THE LEFT HAVING A RAbIUS OF.25.00 FEET AND A CENTRAL ANGLE OF 31'0E1'46". THENCE NORTHWESTERLY ALONE THE ARC OF SAID CURVE AND ARC DISTANCE OF .13.59 FEET; THENCE N64'58'36V FOR 232.65 FEET; THENCE N5214'06'W FOR 90.00 FEET; THENCE N44'25.41'W FOR 165.00 FEET; THENCE N42'52'31WY FOR 114-01 FLU; THENCE 54707'29'W FOR 114.15 FEET; 'THENCE 1117-40'58'W FOR 60.00 FEET; THENCE 57735'381v FOR 8.61 .FEET; THENCE N18-19'53 w FOR 61.30 FEET; .THENCE S7736'4319 FOR 149.03 FEET; THENCE N1712'21Yf FOR 212.14 FEET; TEHCE N54'07.39"E FOR 150:14•FEET; THENCE 53554'03"E FOR 134.36 FEET; "THENCE N54'07'39'E FOR 47.43 FEET TO THE POINT OF SEEGINNTNG. Book23181/Page785 CFN#20050267972 Exhibit B Page 3 of 7 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 2 ErLibit B Legal Deeeiptions of Staging, Acccss and Drcdging Arcas LET.. DESCPoPf10N FOR PERMA1 M EASaIENT 'Cl" PORTIONS OF WATSON ISLAND. CITY 0F. MIAJ , LYING WITHIN SECTION 31, -TOWNSHIP 53 SOUTH, RANGE 42 EAST, MIAMI-DADS COUNTY, FLORIDA. ' BEING MORE PARTICULARLY DESCRIBED AS FOUAWS: • COMMENCE AT POINT OF TANGENCY STATION 25+50 "ON THE CENTERLINE -OF. GENERAL DOUGLAS Moe ARTHUR CAUSEWAY (S.R. A-1--A) STATE PROJECT StCUON No. (6706-112) 87050-2117 RIGHT OF WAY MAP AS RECORDED IN PLAT BOOK 56 AT PACE 71. OF THE PUBLIC RECORDS OF MIAMI 047E COUNTY. - FLORIDA: THENCE'S59'51'26'W FAR 252.79 FEET TO. A PQIN7 ON THE WESTERLY RIGHT OF WAY UNE OF, GENERAL DOUGLAS Mac ARTHUR CAUSEWAY; THENCE N28'22'35'1? ALONG SAID WESTERLY RIGHT OF WAY LINE FOR 169.21 FEET; THEt4c5 554'0T39V -FOR 531.61 FEET TO THE POINT OF BEGINNING OF PERMANENT EASEMENT ,'G1": THENCE N48'29.11 W FOR 137.66 FEET; THENCE N5C07'3S-E FOR 30.00 FEET; THENCE N35"54'03-E FOR 13436 FEET TO THE POINT OF BEGINNING. Book23181/Page786 CFN#20050267972 Exhibit B Page 4 of 7 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 2 Ezhi6it B Legal Descriptions of Staging, Access and Dredging Areas LEGAL DESLRf?D ON FOR PERMANENT EASE1E-77r 'D' PORTIONS OF WATSON ISLAND, CITY OF MIAMI, LYING WITHIN SECTION 31, 'TOWNSHIP 53, SOUTH, RANGE 42 EAST, MIAMI—DADE COUNTY, FLORIDA.. BEING MORE PARTICULARLY •DESCRIBED AS FOLLOWS; . • COMMENCE AT POINT OF TANGENCY.STATION 25+50 ON THE CENTERUNE OF GENERAL DOUGLAS Mac ARTHUR CAUSEWAY (S,R. A-1—A) STATE PROJECT SECTION No. (8706-112) 87060-2117 RICHT OF WAY MAP AS RECORDED IN PLAT BOOK 56 AT PAGE 71 -OF 'TFI= PUBLIC RECORDS OF MIAMI DADE COUNTY, FLORIDA; THENCE 559'51'261W. FOR 252.7G FEET TO A POINT ON THE • WESTERLY RIGHT OF WAY UNE OF GENERAL DOUGLAS Moc ARTHUR . CAUSEWAY; THENCE N26'22'36W ALONG SAID WESTERLY RIGHT OF WAY UNE FOR 114.38 FEET TO THE POINT OF BEGINNING OF PERMANENT EASEMENT 'D THENCE. SS41O7'39 w FOR 476.15 . FEET; THENCE N35'52'21'W FOR 54.00 FEET; THENCE N54'07'39'E FOR 484.1E FEET TO A POINT ON THE AFORESAID WESTERLY RICHT OF WAY UNE bF GENERAL DOUGLAS Moo ARTHUR CAUSEWAY THENCE S2622'36'E ALONG SAID WESTERLY RIGHT OF WAY' UNE FOR 64.75 FEET TO THE POINT OF BEGINNING: r Book23181/Page787 CFN#20050267972 Exhibit B Page 5 of 7 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 2 FrLLbLt B Legal Descriptions of Staging, Access Imd Dredging Areas LEGAL. •DESCR1PilON FOR TEMPORARY EASEMFM PORTIONS. OF SUBMERGED LANDS LYING WSTEP.LY OF WATSON ISLAND, CITY OF 11I4MI, MIAMI—DADE COUNTY. FLORIDA. BEING MDRE PARTICULARLY DSCRJBED AS FOLLOWS: _ • COMMENCE AT POINT OF TANGENCY STATION 25+50 ON THE CENTERLINE OF GENERAL DOUGLAS Mac ARTHUR CAUSEWAY (S.R. A-1—A) STATE PROJECT SECTPLATtOBOOK 568AT06PAGE,711..7OF THE PUB17 LIC �REOF WAY MAP AS RECORDE) COR S OFF UAW DADE COUNTY, FLORIDA: THENCE 566'10'14"W FOR 1364.51 FEET TO THE POINT OF BEGINNING OF TEMPORARY EASEMENT 'E': THENCE S49'32'5711/ FOR 101.36 FEET TO A P01N 014 THE EASTERLY WHYS OF A TURNING BASIN: THENCE N•31'03'50'W ALAN SAID EASTERLY. UMTTS FOR 865.07 FEET TO A POINT ON THE CENTERLINE OF THE 1NTERCOASTAL WATERWAY: THENCE NO3'27'54'W ALONG SAID CENTERUNE FOR 402.93 htti TO A POINT ON THE SOUTHERLY RIGHT OF WAY UNE OF STATE ROAD A-1—A SAID POINT ALSO BEING ON A CURVE THAT IS CONCAVE TO THE NORTH HAYING A RADIUS OF 10.71 6_59 FEET, THENCE EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE of 1'20'14- FOR AN ARC .DISTANCE OF 256.10 FEET TO A POINT ON THE EAST RIGHT OF WAY UNE OF SAID INTERCOASTAL WATERWAY; THENCE 50.327'541 ALONG SMD EAST RIGHT OF WAY UNE FOR 558.57 FEET TO A POINT ON THE EASTERLY UNE OF AN EASEMENT THAT IS RECORDED IN )FF1CIAL RECORDS BOOK 3622 AT PAGE 751 OF THE PUBLIC RECORDS OF M A MI —BADE COUNTY, FLORIDA. THENCE S31'03'50-E ALONG SAID EASTERLY UNE FOR 603.20 FEET TO THE POINT OF BEGINNING. ' Book23181/Page788 CFN#20050267972 Exhibit B Page 6 of 7 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 2 BOOK 23181 PAGE 0789 LAST PAGE Exhibit B Legal Desc iptians of Staging, Access end Dredging Arm. Book23181/Page789 CFN#20050267972 Page 15 of 15 Exhibit B Page 7 of 7 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 2 Exhibit "C" FLAGSTONE JUDGMENTS Beach Tower LLC -- Judgment in amount of $236,203.95 Miller Legg -- Judgment in amount of $3,989.19 Lillian Ser -- Judgment entered in favor of Ser in amount of approximately $674,000, plus interest. Flagstone currently prosecuting independent action against Ser. Stephen James Assoc -- Judgment in amount of $33,155.82 (settlement stipulation will be signed shortly by Flagstone) Americas Media Group Worldwide -- Judgment in amount of $336,924.91 (settlement stipulation will be signed shortly by Flagstone) Pandisco (New York judgment) -- Judgment in amount of $131,471.18 Exhibit C Page 1 of 1 Amended and Restated Partial Modification of Restrictions Deed Restriction No. 19447-F MIADOCS 5570952 2