HomeMy WebLinkAboutBack-Up DocumentsThis instrument should be returned to:
George K. Wysong III, Esq.
444 SW 2nd Avenue, 9d' Floor
Miami, FL 33131
[SPACE ABOVE THIS LINE FOR RECORDING DATA]
FIRST AMENDMENT
TO THE AGREEMENT AND LEASE AND
SALE/REFINANCING TRANSACTION FEE AGREEMENT
THIS FIRST AMENDMENT TO THE AGREEMENT AND LEASE AND
SALE/REFINANCING TRANSACTION FEE AGREEMENT (this "Amendment") is entered
into as of , 2025 ("Effective Date"), by and between the City of Miami, a
Florida municipal corporation of the State of Florida ("City"), and Lancelot Miami River, LLC, a
Delaware limited liability company (formerly known as Lancelot Miami River, LLC, a Florida limited
liability company) ("Lancelot"). Lancelot and the City are each also referred to as a "Party" and
collectively as the "Parties."
RECITALS
WHEREAS, the City and Lancelot are parties to that certain (a) Agreement and Lease dated
November 21, 2019 with respect to the premises located at 444 and 460 SW 2nd Avenue, Miami,
Florida, and commonly referred to as "Miami Riverside Center" (the "Agreement and Lease"); and
(b) Sale/Refinancing Transaction Fee Agreement dated November 21, 2019 and recorded in Official
Records Book 31739, Page 4320 of the Public Records of Miami -Dade County, Florida ("Existing
Transaction Fee Agreement"), the terms of which govern the transaction fee to be paid by Lancelot
to the City from time to time in connection with the sale or refinancing of the property subject to the
Agreement and Lease; and
WHEREAS, Lancelot owns the parcel of land located at 230 SW 3rd Street in Miami, Florida
(Folio No. 01-4137-038-0030), as more particularly described on Exhibit "A" attached hereto and
made a part hereof (the "Receiving Property"); and
WHEREAS, pursuant to that certain Waiver Final Decision for PZ-22-14393, the Receiving
Property is currently approved for the development of a multifamily building with three hundred forty-
five (345) residential dwelling units (the "Lancelot Project"); and
WHEREAS, Lancelot intends to modify the Lancelot Project to include up to an additional
ten (10) residential dwelling units; and
WHEREAS, the City owns the parcel of land located at 444 SW 2 Avenue, in Miami, Florida,
more particularly described on Exhibit "B" attached hereto and made a part hereof (as legally defined,
the "Sending Property");
ACTIVE 703284140v3
WHEREAS, the City also owns the parcel of land located at 460 SW 2 Avenue, in Miami,
Florida (the "Waterfront Parcel", and together with the Sending Property, the "Miami Riverside
Center Property");
WHEREAS, pursuant to the Agreement and Lease, Lancelot, or a Lancelot affiliate, may
develop the Miami Riverside Center Property with a residential or mixed -use project; and
WHEREAS, pursuant to that certain Second Amended and Restated Covenant in Lieu of Unity
of Title by and between Lancelot, the City and CH Riverside LLC, a Florida limited liability company
("CH Riverside"), as recorded on , 2025 in pfficial Records Book , Page
, of the Public Records of Miami -Dade County, Florida, the Sending Property, the Receiving
Property and the parcel of land located at 300 SW 2nd Avenu4n Miami, Florida (Folio No. 01-4137-
038-0035), which is owned by CH Riverside, are considered as one plot and parcel of land solely for
zoning purposes; and
WHEREAS, the City has agreed to transfer to Lancelot, and Lancelot has agreed to accept
from the City, for the benefit of the Receivinoperty, up to ten (10) residential dwelling units (the
"Allocated Dwelling Units"); and
WHEREAS, the Parties wish to memorialize the transfer of Allocated Dwelling Units
from the Sending Property to the Receiving Property and, in connection therewith, provide for the
payment by Lancelot to the City of an additional one-time capital transaction fee for the Allocated
Dwelling Units without limitation of the rights and benefits afforded to the City under the Agreement
and Lease and the Existing Transaction Fee Agreement.
NOW THEREFORE, for Ten and 00/100 Dollars ($10.00) and other good and valuable
consideration, the receipt and adequacy of which is hereby conclusively acknowledged by the Parties
hereto, the City and Lancelot do hereby mutually agree as follows:
1. Recitals. The foregoing recitals are true and correct and are made a part of this
Amendment. Capitalized terms used herein without definition have the meanings given to them in the
Existing Transaction Fee Agreement.
2. Allocation of Density; Exclusive Right. The City hereby allocates, conveys and grants,
from the Sending Property to and for the sole and exclusive benefit of the Receiving Property, the
development rights for the Allocated Dwelling Units.
3. Further Development or Allocation. The City shall not allocate to any other party, utilize
on the Sending Property, or otherwise take any action to diminish the Allocated Dwelling Units, or to
deprive Lancelot of its ability and/or right to use the Allocated Dwelling Units conveyed herein in
connection with its development of the Receiving Property. The Parties acknowledges and agree that
any further assignment, allocation, or other attempt to transfer the Allocated Dwelling Units shall be
null and void ab initio.
ACTIVE 703284140v3
4. Density Maximization and Fee. If Density Maximization (as defined herein) occurs (and
only in such event), then, simultaneously with the first payment of a Transfer Fee to the City under the
Existing Transaction Fee Agreement for a deed of conveyance of title for a unit most comparable in
size and bedroom count to that of the largest unit located within the Lancelot Project, the Transfer Fee
for such unit shall be adjusted and increased to the product of (a) the Transfer Fee for such unit,
multiplied by (b) the number of Allocated Dwelling Units actually incorporated into the Lancelot
Project plus one (1), and such amount shall be paid to the City when required by the terms of the
Existing Transaction Fee Agreement. "Density Maximization" shall mean a certificate of occupancy
has been issued for the Sending Property, to Lancelot, an authorized transferee or successor in interest,
or a Lancelot affiliate, for a project that includes 1,036 or more units. The additional sum payable to
the City under this Amendment for the Allocated Dwelling Units shall be in addition to and separate
from the Fee due to the City under the Existing Transaction Fee Agreement and the payment of the
same shall not serve to release any portion of the SendingProperty from the Existing Transaction Fee
Agreement. For the sake of clarity, if at any time or from time to time a certificate of occupancy is
issued with respect to the SendingProperty, to Lancelot or a Lancelot affiliate or authorized assignee,
for a project that includes fewer than 1,036 units, then Density Maximization shall be deemed not
achieved, only the Fees required by the Existing Transaction Fee Agreement shall apply, and no
additional fee shall be due for the Allocated Dwelling Units under this Paragraph 4. The additional fee
for the Allocated Dwelling Units under this Paragraph 4 shall be a one-time fee only, payable as and
when required herein, and shall not be due in connection with any other Transfers.
5. Amendment; Modification; Release. Except as specifically provided herein, all the terms
and provisions of the Agreement and Lease and the Existing Transaction Fee Agreement shall remain
unchanged and in effect. This Amendment may be modified, amended or released as to any of the
Parties, or any portion of the Sending Property and Receiving Property, by written instrument executed
by the then owners of the fee simple title to the Sending Property and Receiving Property (or, in the
event any portion of the Sending Property or Receiving Property has then been submitted to
condominium or other cooperative form of ownership, by the applicable association in lieu of the unit
owners and their mortgagees), and recorded against both properties.
6. Successors and Assigns. The restrictions, obligations, and rights under this Agreement
shall bind and inure to the benefit of the Parties' and their successors and assigns.
7. Severabilitv. In the event any term or provision of this Amendment is determined by
appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest
legal meaning or construed as deleted as such authority determines, and the remainder of this
Amendment shall be construed to be in full force and effect.
8. Entire Agreement. This Amendment and the various agreements referenced herein
constitute the entire agreement and understanding among the Parties with respect to the subject matter
hereof, and there are no other agreements, representations, or warranties other than as set forth herein.
9. Governing Law; Legal Requirements. This Amendment shall be governed, construed
and enforced in accordance with the laws of the State of Florida. In the event of any dispute arising
ACTIVE 703284140v3
from the terms of this Amendment, the venue for said dispute shall be in Miami -Dade County, State
of Florida.
10. Counterparts. This Amendment may be executed in two (2) or more counterparts, and
electronically or by other digital means, each of which shall be deemed an original, but all of which
together shall constitute one in the same instrument. The Parties shall be entitled to sign and transmit
an electronic signature of this Amendment (whether by facsimile, PDF or other email transmission),
which signature shall be binding on the Party whose name is contained therein. Any Party providing
an electronic signature agrees to promptly execute and deliver to the other Party an original signed
Declaration upon request.
11. Miscellaneous. The Parties are each represented by separate legal counsel, and this
Amendment shall not be more strictly construed against an arty.
[THIS SPACE INTENTIONAL EFT BLANK]
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ACTIVE 703284140v3
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the day of
, 2025.
FOR CITY:
ATTEST:
CITY OF MIAMI, a municipal corporation
of the State of Florida
By: By:
Todd B Hannon
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
By:
Ann -Marie Sharpe, Director
Risk Management De
Arthur Noriega V
City Manager s
APED AS TO FORM AND
TNESS:
By:
George K. Wysong III
City Attorney
[THIS `FACE INTENTIONALLY LEFT BLANK]
ACTIVE 703284140v3
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the day of
, 2025.
WITNESSES:
Print Name:
Address:
Print Name:
Address:
Lancelot Miami River, LLC, a Delaware
limited liability company (formerly known as
Lancelot Miami River, LLC, a Florida
limited liability company)
By: Adler Lancelot Manager, LLC, a Florida
limited liability company, its Manager
By:
Name: David Adler
Title: Manager
[Notary Block Next Page]
ACTIVE 703284140v3
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of ❑ physical
presence or ❑ online notarization this day of , 2025 by David
S. Adler, as Manager of Adler Lancelot Manager, LLC, a Florida limited liability company, the
Manager of Lancelot Miami River, LLC, a Delaware limited liability company (formerly known
as Lancelot Miami River, LLC, a Florida limited liability company), who [ ] is personally known
to me or [ ] has produced as identification, and who acknowledged before me that they signed
the above instrument with full authority as set forth there on behalf of said limited liability
company. Personally Known ❑ or Produced Identific n❑.
Type of Identification Produced
c)4
Stamp Name:
ublic, State of
Commission No.:
My Commission Expires:
Exhibit "A"
ACTIVE 703284140v3
Receiving Property
A PARCEL OF LAND BEING A PORTION OF TRACT 3 OF "RIVERSIDE PLAZA",
ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 139, PAGE 43, OF
THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGIN AT THE NORTHWEST CORNER OF SAID TRACT, 3; THENCE ALONG THE
NORTH BOUNDARY OF SAID TRACT 3, NORTH 87 DEGREES 42 MINUTES 58 SECONDS
EAST FOR 160.86 FEET TO A POINT; THENCE SOUTH 02 DEGREES 17 MINUTES 02
SECONDS EAST FOR 159.57 FEET; THENCE SO TH 87 DEGREES 41 MINUTES 16
SECONDS WEST FOR 23.74 FEET; THE NEXT EE DESCRIBED COURSES BEING
ALONG THE WEST, SOUTH AND WESTERL OUNDARY LINE OF SAID TRACT 3;
THENCE NORTH 02 DEGREES 18 MINUTE 26 SECONDS WEST FOR 10.00 FEET;
THENCE SOUTH 87 DEGREES 41 MINUTES 34 SECONDS WEST (SOUTH 87 DEGREES
41 MINUTES 16 SECONDS WEST AS MEASURED) FOR 212.85 FEET; THENCE NORTH
24 DEGREES 33 MINUTES 07 SECONDS EAST FOR 167.76 FEET TO THE POINT OF
BEGINNING.
w
SAID PARCEL CONTAINS 29 F 1 SQUARE FEET MORE OR LESS OR 0.688 ACRES MORE
OR LESS.`
LYING AND BEING IN SECTION 37, TOWNSHIP 54 SOUTH, RANGE 41 EAST, CITY OF
MIAMI, MIAMI-DADE COUNTY, FLORIDA.
230 SW 3 Street
Folio: 01-4137-038-0030
ACTIVE 703284140v3
Exhibit "B"
Sending Property
Tract 2 of the Plat of Riverside Plaza, recorded in Plat Book 139, Page 43, of the Public Records
of Miami -Dade County, Florida.
JOINDER BY MORTGAGEE
ACTIVE 703284140v3
The undersigned CITY NATIONAL BANK OF FLORIDA, Mortgagee under that
certain Mortgage, Assignment of Rents and Security Agreement (the "Mortgage") dated December
20, 2021, recorded January 7, 2022 in Official Records Book 32946, Page 4041, of the Public
Records of Miami -Dade County, Florida, covering all/or a portion of the property described in the
foregoing Amendment does hereby acknowledge that the terms of the Amended Declaration are
and shall be binding upon the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been exec -d this day of
2025.
STATE OF
COUNTY OF
CITY N ONAL B • OF FLORIDA
By: Age
Name:
Title:
Address: 100 SE 2nd Street, 13th Floor,
Miami, Florida 33131
The foregoing instrum'nt was acknowledged before me by means of [ ] physical presence OR [ ]
online notarization, this day of , 2025, by as
of CITY NATIONAL BANK OF FLORIDA. [ ] Personally Known to me or [
] Produced Identification.
Type of Identification Produced
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
ACTIVE 703284140v3
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
Document prepared by:
Office of City Attorney
444 S.W. 2nd Avenue, Suite 945
Miami, FL 33130-1910
Return Recorded Copy to:
City of Miami
Office of Zoning, Attn.: Zoning Administrator
444 S.W. 2nd Avenue, 2nd Floor
Miami, FL 33130-1910
Folio Nos: 01-4137-038-0030, 01-4137-038-0035; and 01-4137-038-0020
Reserved for Recording
SECOND AMENDED AND RESTATED
COVENANT IN LIEU OF UNITY OF TITLE
KNOW ALL MEN BY THESE PRESENT that the undersigned, Lancelot Miami River,
LLC, a Delaware limited liability company (formerly known as Lancelot Miami River, LLC, a
Florida limited liability company) ("Lancelot"), CH Riverside LLC, a Florida limited liability
company ("CH Riverside") and the City of Miami (the "City"; and together with Lancelot and
CH Riverside, the "Parties"), hereby make, declare, and impose on the land herein described,
this Second Amended and Restated Covenant in Lieu of Unity of Title (this "Amended
Declaration")', and the covenants running with the title to the land contained herein, which shall
be binding on Lancelot, CH Riverside, the City, and all of their respective heirs, grantees,
successors, assigns, personal representatives, and upon all mortgagees, lessees, and all others
presently or in the future claiming any interest in the Property (as defined herein), as described
below.
WHEREAS, Lancelot is the fee simple owner of that certain property (Folio No. 01-4137-
038-0030) located in Miami, Florida more particularly described on Exhibit "A" attached hereto
and incorporated herein (the "Lancelot Property"); and
WHEREAS, CH Riverside is the fee simple owner of that certain property (Folio No. 01-
4137-038-0035) located in Miami, Florida more particularly described on Exhibit "B" attached
hereto and incorporated herein (the "CH Riverside Property"); and
' This Amended Declaration amends, restates and replaces that certain Amended and Restated Covenant in Lieu of
Unity of Title recorded in Official Records Book 33924, Page 4675, of the Public Records of Miami -Dade County,
Florida (the "A&R Covenant in Lieu") in order to modify Section 2 and related sections of the A&R Covenant in Lieu.
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
WHEREAS, the City of Miami (the "City") is the fee simple owner of that certain property
more particularly described on Exhibit "C" attached hereto and incorporated herein (the "City
Property"); and
WHEREAS, the portions of the Lancelot Property, the CH Riverside Property and the City
Property that the parties intend to unify pursuant to the terms of this Amended Declaration are
collectively referred to herein as the "Property", as more particularly described on the Sketch and
Legal Composite included as Exhibit "D"; and
WHEREAS, Lancelot, CH Riverside and the City are executing this Amended Declaration to
unify the Property solely for zoning purposes set forth below, including to allocate, in accordance
with the chart attached as Exhibit "E", development rights commonly referred to by the laws and
ordinances of the City of Miami as "Density," defined as the number of Dwelling Units within a
standard measure of land area, usually given as units per acre; and
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agrees as follows:
1. Recitals. The above recitals and findings set forth preamble of this Amended
Declaration are trueand correct and are hereby adopted by reference and incorporated herein as if
fully set forth in thisSection.
2. Use of Property. The Parties hereby agree and declare that (i) the Property shall be
considered as one plot and parcel of land solely with respect to the removal of the internal
property lines within the Property for purposes of setback requirements and for the allocation of
no more than ten (10) residential dwelling units from the City Property to the Lancelot Property as
more particularly set forth in Exhibit "E" and in the First Amendment, as such term is defined
below (and for no other allocation or sharing of development rights or any other purpose), and (ii)
so long as this instrument shall remain in effect, any and all conveyances or transfers of all or any
portion of the Property by the Parties, their heirs, grantees, successors, assigns, or personal
representatives shall be subject to the terms and restrictions of this Amended Declaration as if any
such heir, grantee, successor, assign, or personal representative were a party hereto or a signatory
hereof. The City and Lancelot have executed that certain First Amendment to the Agreement and
Lease and Sale/Refinancing Transaction Fee Agreement concurrently with this agreement and
attached the same hereto as Exhibit "F" ("First Amendment") setting forth the terms and
conditions applicable to the City's allocation of the above -referenced residential dwelling units.
3. Term of Amended Declaration. The provisions of this Amended Declaration shall
become effective upon their recordation in the Public Records of Miami -Dade County, Florida,
and shall continue in effectfor a period of thirty (30) years after the date of such recordation, after
which time they shall be extended automatically for successive periods of ten (10) years each,
unless released in writing by the (i) then owner(s) of the Property (or if any portion of the
Property has been submitted to the condominium form of ownership, then by the association
established to operate the condominiumin lieu of all of the owners thereof) AND (ii) the Zoning
Administrator and Directors of the Departments of Resilience and Public Works, Planning, and
Building of the City of Miami, subjectto the approval of the City Attorney as to legal form and
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
correctness, or their respective designees or successors, upon the demonstration and affirmative
finding that the same is no longer necessaryto preserve and protect the Property for the purposes
herein intended.
4. Covenant Running with the Land. This Amended Declaration, once approved for legal
form andsufficiency by the City Attorney, and accepted by the City of Miami, or the respective
designees, shall run with the land and be binding upon the heirs, grantees, successors, personal
representatives and assigns, and upon all owners, future owners, mortgagees, lessees and others
presently or in thefuture having any interest in the Property.
5. Amendments, Modifications, Releases. The provisions of this Amended Declaration
may be amended, modified, or released by a written instrument executed by the (i) then owner(s)
of the Property (or if any portion of the Property has been submitted to the condominium form of
ownership, then by the association established to operate the condominium in lieu of all of the
owners thereof) and (ii) the Zoning Administrator and Directors of the Departments of Resilience
and Public Works, Planning, and Building of the City of Miami, subject to the approval of the City
Attorney as to legal form and correctness, or their respective designees or successors upon the
demonstration and affirmative finding that the Covenant is no longer necessary to preserve and
protect the Property for the purposes herein intended. All amendments, modifications, or releases
of this Amended Declaration shall be executed in the manner enumerated in this section and shall
be recordedin the Public Records of Miami -Dade County, Florida in order for the amendment,
modification, or release to be valid and effective.
6. Inspection and Enforcement. It is understood and agreed that any official inspector of
the City of Miami may have the right at any time during normal business hours to enter upon the
Property for the purpose of investigating the use of the Property and for determining whether the
conditions of this Amended Declaration are being complied with. Enforcement of this Amended
Declaration shallbe by action against the Parties to this Amended Declaration or persons violating
or attempting to violate any covenants in this Amended Declaration or the then owner(s) at the
time the violation is committed. This enforcement provision shall be in addition to any other
remedies available at law, in equity, or both. The violations may also be enforced by City Code,
Chapter 2, Article X, titled Code Enforcement.
7. Severability. Invalidation of any of these covenants by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
8. Cumulative and Waiver. All rights, remedies and privileges granted herein shall be
deemed to be cumulative and the exercise of any one or more shall neither be deemed to
constitute an election of remedy, nor shall it preclude the party exercising the same from
exercising such other additional rights, remedies, or privileges as may be available to it.
9. Amended Declaration Binding on Subsequent Owners. In the event of multiple
ownership subsequent to the approval of this Amended Declaration, each of the subsequent
owners shall be bound by the terms, provisions, and conditions of this Amended Declaration.
Further, except for sales to condominium owners, the Parties agree that they will not convey
portions of the subject Property to such other parties unless and until the owners and such parties
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
shall have executed and mutually delivered, inrecordable form an instrument to be known as an
"easement and operating agreement", as applicable, which shall include, but is not limited to:
(i) Easements in the common area of each parcel for ingress to and
egress from the other parcels;
(ii) Easements in the common area of each parcel for the passage
and parking of vehicles;
(iii) Easements in the common area of each parcel for the passage
and accommodation of pedestrians;
(iv) Easements for access roads across the common area of each
parcel to public and private roadways;
(v) Easements for the installation, use, operation, maintenance,
repair, replacement, relocation, and removal of utility facilities in
appropriate areas in each such parcel;
(vi) Easements on each such parcel for construction of buildings and
improvements in favor of each such other parcel;
(vii) Easements upon each such parcel in favor of each adjoining
parcel for the installation, use, maintenance, repair, replacement,
and removal of common construction improvements such as
footing, supports, and foundations;
(viii) Easements on each parcel for attachment of buildings;
(ix) Easements on each parcel for building overhangs and other
overhangs and projections encroaching upon such parcel from
adjoining parcel such as, by way of example, marquees, canopies,
lights, lighting devices, awnings, wing walls, and the like;
(x) Appropriate reservation of rights to grant easements to utility
companies;
(xi) Appropriate reservation of rights to road rights -of -way and curb
cuts;
(xii) Easements in favor of each such parcel for pedestrian and
vehicular traffic over dedicated private ring roads and access roads;
and
(xiii) Appropriate agreements between the owners of the several
parcels as to the obligation to maintain and repair all private
ACTIVE 698688724v3
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Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
roadways, parking facilities, common areas, common facilities, and
the like.
The "Easement and Operating Agreement" shall be recorded by Lancelot and a copy
furnished to the Zoning Administrator and Directors of the Depaituients of Resilience andPublic
Works, Planning, and Building of the City of Miami, or their respective designees or successors.
These instruments or portions may be waived if approved by each of the directors of Resilience
and Public Works, Planning, and Building Departments, as well as the Office of Zoning, or their
respective designees, if the provisions are inapplicable to the subject Property. Such provision
may be modified or amended by such parties (or the applicable association governing such
parties) without approval or joinder by the directors, or their designees, if it will beconstructed,
conveyed and operated in accordance with an approved site plan.
10. Counterparts/Electronic Signature. This Amended Declaration may be executed in
any number of counterparts, each of which so executed shall be deemed to be an original, and
such counterparts shall together constitute but one and the same Amended Declaration. The
Parties shall be entitled to sign and transmit an electronic signature of this Amended Declaration
(whether by facsimile, PDFor other email transmission), which signature shall be binding on the
Party whose name is contained therein. Any party providing an electronic signature agrees to
promptly execute and deliver to the other parties an original signed Amended Declaration upon
request.
11. Recordation. This Amended Declaration will be e-recorded by the City of Miami, at
Lancelot's expense, in the public records of Miami -Dade County, Florida upon full execution.
[Signature Page(s) to Follow]
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
Signed, witnessed, executed and acknowledged this day of , 2025.
WITNESSES:
Lancelot Miami River, LLC, a Delaware
limited liability company (formerly known as
Lancelot Miami River, LLC, a Florida limited
liability company)
By: Adler Lancelot Manager, LLC, a Florida
limited liability company, its Manager
By:
Print Name: Name: David Adler
Title: Manager
Address:
Print Name:
Address:
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of ❑ physical
presence or ❑ online notarization this day of , 2025 by David S. Adler, as
Manager of Adler Lancelot Manager, LLC, a Florida limited liability company, the Manager of
Lancelot Miami River, LLC, a Delaware limited liability company (formerly known as Lancelot
Miami River, LLC, a Florida limited liability company), who [ ] is/are personally known to me
or [ ] has/have produced as identification, and who acknowledged before me that they signed the
above instrument with full authority as set forth therein, on behalf of said limited liability
company. Personally Known ❑ or Produced Identification❑.
Type of Identification Produced
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
Signed, witnessed, executed and acknowledged this day of , 2024.
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
WITNESSES:
Print Name:
Address:
Print Name:
CH Riverside LLC, a Delaware limited liability
company
By: Riverside Miami Apartments JV LLC, a
Delaware limited liability company, its
Administrative Manager
By: MCRT Riverside LLC, a Delaware limited
liability company, its Manager
Signature:
By: Andrea L. Rowe
Address: Title: Managing Director
STATE OF FLORIDA
)
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of ❑ physical
presence or ❑ online notarization this day of , 2025 by Andrea L. Rowe,
Managing Director of MCRT Riverside LLC, a Delaware limited liability company, the Manger
of Riverside Miami Apartments JV LLC, a Delaware limited liability company, the
Administrative Manager of CH Riverside LLC, a Delaware limited liability company.
Personally Known ❑ or Produced Identification ❑.
Type of Identification Produced
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
Signed, witnessed, executed and acknowledged this day of , 2025.
Witnesses:
Signature:
Print Name:
Address:
Signature:
Print Name:
Address:
STATE OF FLORIDA)
COUNTY OF
) SS
City of Miami, a municipal corporation of the
State of Florida
By:
Arthur Noriega V, City Manager
Attested:
Todd B. Hannon, City Clerk
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notarization this day of , 2025, by Arthur Noriega V., City Manager of
the City of Miami, a municipal corporation of the State of Florida and attested by Todd B. Hannon,
City Clerk. Each personally known or Produced Identification
Type of Identification Produced
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
CITY OF NIIANII:
APPROVED AS TO LEGAL FORM APPROVED:
AND CORRECTNESS:
GEORGE K. WYSONG, ESQ. TAMARA ALLEN FROST, AICP
City Attorney Zoning Administrator
APPROVED: APPROVED:
DAVID SNOW
Interim Director of Planning
APPROVED:
JUVENAL SANTANA, JR., P.E, CFM
Director
Depai intent of Resilience and Public Works
ACTIVE 698688724v3
LUIS TORRES III
Building Official
Building Department
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
EXHIBIT "A"
LANCELOT PROPERTY LEGAL DESCRIPTION
A PARCEL OF LAND BEING A PORTION OF TRACT 3 OF "RIVERSIDE PLAZA", ACCORDING TO
THE PLAT THEREOF RECORDED IN PLAT BOOK 139, PAGE 43, OF THE PUBLIC RECORDS OF
MIAMI-DADE COUNTY, FLORIDA.
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGIN AT THE NORTHWEST CORNER OF SAID TRACT 3; THENCE ALONG THE NORTH
BOUNDARY OF SAID TRACT 3, NORTH 87 DEGREES 42 MINUTES 58 SECONDS EAST FOR
160.86 FEET TO A POINT; THENCE SOUTH 02 DEGREES 17 MINUTES 02 SECONDS EAST FOR
159.57 FEET; THENCE SOUTH 87 DEGREES 41 MINUTES 16 SECONDS WEST FOR 23.74 FEET;
THE NEXT THREE DESCRIBED COURSES BEING ALONG THE WEST, SOUTH AND WESTERLY
BOUNDARY LINE OF SAID TRACT 3; THENCE NORTH 02 DEGREES 18 MINUTES 26 SECONDS
WEST FOR 10.00 FEET; THENCE SOUTH 87 DEGREES 41 MINUTES 34 SECONDS WEST (SOUTH
87 DEGREES 41 MINUTES 16 SECONDS WEST AS MEASURED) FOR 212.85 FEET; THENCE
NORTH 24 DEGREES 33 MINUTES 07 SECONDS EAST FOR 167.76 FEET TO THE POINT OF
BEGINNING.
SAID PARCEL CONTAINS 29,971 SQUARE FEET MORE OR LESS OR 0.688 ACRES MORE OR
LESS.
LYING AND BEING IN SECTION 37, TOWNSHIP 54 SOUTH, RANGE 41 EAST, CITY OF MIAMI,
MIAMI-DADE COUNTY, FLORI
230 SW 3 Street"Iiiii
Folio: 01-4137-038-003IV
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
EXHIBIT "B"
CH RIVERSIDE PROPERTY LEGAL DESCRIPTION
A PARCEL Of' LAND BEING A PORTION OF TRACT 3 OF "RIVERSIDE PLAZA"_ ACCORDING TO
THE PLAT THEREOF RECORDED IN PLAT BOOK 139, PAGE 43, OF THE PUBLIC RECORDS OF
MIAMI-DADE COUNTY_ FLORIDA. MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE NORTHWEST CORNER OF SAID TRACT 3: THENCE ALONG THE NORTH
BOUNDARY OF SAID TRACT 3, NORTH 87 DEGREES 42 MINUTES 58 SECONDS EAST FOR
160.86 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING PARCEL OF LAND; THENCE
CONTINUE .LONG THF. NORTH OF THE FOLLOWING PARCEL OF LANDI TIAENCE ('ONTINUF
ALONG TliL NORTI1 'HIE FOLLOWING PARCEL OF LAND; THENCE CONTINUE ALON(. THE
NORTH THE FOLLOWING PARCEL OF LAND: THENCE CONTINUE ALONG, THE. NORTH
BOUNDARY OF SAID TRACT 3_ NORTH 87 DEGREES 42 MINUTES 58 SECONDS EAST FOR
111.10 FEET TO THE POINT OF CURVATURE WITH A CIRCULAR CURVE CONCAVE TO THE
SOUTH; THENCE EASTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 25.00
FEET, A CENTRAL ANGLE OF 04 DEGREES 10 MINUTES 02 SECONDS, A CHORD LENGTH OF
1.82 FEET ALONG A CHORD BEARING OF NORTH 89 DEGREES 47 MINUTES 59 SECONDS
EAST, FOR AN ARC DISTANCE OF 1.82 FEET TO A POINT OF COMPOUND CURVATURE OF A
CIRCLII... R CURVE CONCAVE TO THE SOUTHWEST; THENCE SOUTHEASTERLY AND
SOUTHERLY ALONG SAID CURVE TO THE RIGHT HAVINC A RADIUS OF 21.06 FEET, A
CENTRAL ANGLE OF 35 DEGREES 50 MINUTES 16 SECONDS_ A CHORD LENGTH OF 28,68
FEET, ALONG A CI IORD BEARING OF SOUTH 45 DEGREES 10 MINUTES 43 SECONDS EAST
(SOUTH 45 DEGREES 11 MIN L' 11.5 52 SECONDS EAST AS MEASURED)_ FOR AN ARC DISTANCE
OF 31.55 FEET TO A POINT OF TANGENCY; THENCE SOUTH 02 DEGREES 15 MINUTES 35
SECONDS EAST (SOUTH 02 DEGREES 16 MINUTES 44 SECONDS EAST AS MEASURED) FOR
21.52 FEET; THENCE NORTH 87 DEGREES 44 MINUTES 25 SECONDS EAST (NORTH 87
DEGREES 43 MINUTES I(i SECONDS EAST AS MEASURED) FOR 3.65 FEET; THE NEXT"
DESCRIBED COURSE BEING ALONG THE EASTERLY LINE OF SAID TRACT 3, ALSO 13FING
THE WESTERLY RIGHT -OF -WAS LINE OF S.W. 2n4 AVENUE: THENCE SOUTH 02 DEGREES 16
MINUTES 15 SECONDS EAST FOR 'ON FEET_ THENCE SOUTH 00 DEGREES 30 MINUTES 14
SECONDS EAST (SOUTH 00 DEGREES 31 NiI' L.I E S 39 SECONDS EAST As MEASUIED) FOR
247.90 FEET (247.83 FEET AS MEASUR E Di. l 1 [EWE SOUTH 87 DECREES 41 MINUTES 34
SECONDS WEST FOR 22.40 FEET (2.2.46 1 1.1 1.:\S MEASURED): TI ILNC'L NORTH 83 DEGREES 24
MINUTES 06 SECONDS WEST FOR 49.68 FEET:. THENCE NORTH 52 DEGREES 13 MINUTES 42.
SECONDS WEST FOR 62,50 FEET; THENCE NORTH 42 DEGREES 07 MINUTES 38 SECONDS
WEST FOR 51.24 FEET; THENCE NORTH 02 DEGREES 18 MINUTES 26 SECONDS WEST FOR.
52,86 FEET (52 88 FFFT AS MEASURFT)), THE C'E NORTH 87 DEGREES 41 MINUTES 16
SECONDS EAST FOR 23.74 FEET: THENCE NORTH 02 DEGREES 1.7 MINUTES 02 SECONDS
WEST FOR 159,57 FFFT TO THE POINT OF BEGINNING, SAID POINT OF BEGINNING. SAID
PARCEL CONTAINS 39,184 SOUARI°. I I.E.1 MORE OR LESS OR 0.900 ACRES MORE OR LESS.
LYING AND BEING IN SECTION 37_ TOWNSHIP 54 SOUTH. RANGE 41 EAST, CITY OF MIAM1,
MIAMI-DADE COUNTY, FLORIDA_
300 SW 2 Avenue
Folio: 01-4137-038-0035
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
EXHIBIT "C"
CITY PROPERTY LEGAL DESCRIPTION
Tract 2, Riverside Plaza, according to the Plat thereof, recorded in Plat Book 139, Page 43, of the
Public Records of Miami -Dade County, Florida, less that portion dedicated for right-of-way as
recorded in Official Records Book 18293, Pg 1049, of the Public Records of Miami -Dade County,
Florida.
4q.„..w%
0
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
EXHIBIT "D"
THE PROPERTY — SKETCH AND LEGAL COMPOSITE
(See attached)
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
EXHIBIT "E"
ALLOCATION OF DEVELOPMENT RIGHTS CHART
Zoning Information described herein is in accordance with City of Miami Zoning Ordinance 13114
(a/k/a Miami 21), as amended. The Density described herein is as permitted of the date of this
Declaration. Specifically excluded from the Density assignment/allocation described in the chart
below are any future Density, FLR, or other development rights which any of the Lots or Parcels
described herein may acquire after the date of this Declaration.
Description of
Parcels
Permitted
Density
Density to be
Transferred
Density after Transfer
City Property
(zoned T6-36B-O,
River Quadrant)
1,046 due
-10 du
1,036 du
Lancelot Property
(zoned T6-36B-O,
River Quadrant)
345 du3
+10 du
355 du
TOTAL
1,391 du
n/a
1,391 du
44‘.
2 City Property's maximum Density = 2.092 acre Lot Area x 500 du/acre = 1,046 du (the calculations set forth for the
City Property include that certain portion of Tract 2 as shown in Plat Book 139-43 that was conveyed to the State of
Florida Department of Transportation pursuant to City Deed recorded in Miami Dade County Official Records Book
18293 Page 1049 to the extent authorized by City of Miami Ordinance 13114, as amended)
Lancelot Property's maximum Density = 0.69 acres Lot Area x 500 du/acre = 345 du
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
EXHIBIT "F"
THE FIRST AMENDMENT
(See attached)
ACTIVE 698688724v3
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
JOINDER BY MORTGAGEE
The undersigned Citizens Bank, N.A., a national banking association, as Administrative
Agent, Mortgagee under that certain Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing (the "Mortgage") dated December 16, 2021, recorded December 29,
2021 in Official Records Book 32928, Page 3420, of the Public Records of Miami -Dade County,
Florida, covering all/or a portion of the property described in the foregoing Amended Declaration
does hereby acknowledge that the terms of the Amended Declaration are and shall be binding upon
the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
2025.
STATE OF
COUNTY OF
Citizens Bank, N.A., a national banking association,
as Administrative Agent
By:
Name:
Title:
Address:
c/o Commercial Real Estate Finance
3120 Fairview Park Drive, Suite 730
Falls Church, Virginia 22042
The foregoing instrument was acknowledged before me by means of [ ] physical presence OR [ ]
online notarization, this day of , 2025, by as
of Citizens Bank, N.A., a national banking association, as Administrative Agent. [
] Personally Known to me or [ ] Produced Identification.
Type of Identification Produced
ACTIVE 698688724v3
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
JOINDER BY MORTGAGEE
The undersigned CITY NATIONAL BANK OF FLORIDA, Mortgagee under that certain
Mortgage, Assignment of Rents and Security Agreement (the "Mortgage") dated December 20,
2021, recorded January 7, 2022 in Official Records Book 32946, Page 4041, of the Public Records
of Miami -Dade County, Florida, covering all/or a portion of the property described in the foregoing
Amended Declaration does hereby acknowledge that the terms of the Amended Declaration are and
shall be binding upon the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
2025.
STATE OF
COUNTY OF
CITY NATIONAL BANK OF FLORIDA
By:
Name:
Title:
Address: 100 SE 2nd Street, 13th Floor,
Miami, Florida 33131
The foregoing instrument was acknowledged before me by means of [ ] physical presence OR [ ]
online notarization, this day of , 2025, by as
of CITY NATIONAL BANK OF FLORIDA. [ ] Personally Known to me or [ ]
Produced Identification..
Type of Identification Produced
ACTIVE 698688724v3
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
Acknowledgment and Consent
The undersigned, MCRT Florida Construction, LLC, a Florida limited liability company, as
the Contractor under that certain Notice of Commencement (the "NOC") recorded December 29,
2021 in Official Records Book 32928, Page 3464, as amended by that certain Amended Notice of
Commencement recorded April 4, 2022 in Official Records Book 33108, Page 406, of the Public
Records of Miami -Dade County, Florida, covering all/or a portion of the property described in the
foregoing Amended Declaration does hereby acknowledge and consent that the terms of the
Amended Declaration are and shall be binding upon the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
2025.
STATE OF
COUNTY OF
MCRT Florida Construction, LLC, a Florida
limited liability company
By:
Name:
Title:
Address: 4855 Technology Way, Suite 400,
Boca Raton, Florida 33431
The foregoing instrument was acknowledged before me by means of [ ] physical presence
OR [ ] online notarization, this day of , 2025, by as
of MCRT Florida Construction, LLC, a Florida limited liability company, [ ]
Personally Known to me or [ ] Produced Identification.
Type of Identification Produced
ACTIVE 698688724v3
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
Rev. 7/2020
Folio Nos: 01-4137-038-0030; 01-4137-038-0035; and 01-4137-038-0020
Acknowledgment and Consent
The undersigned, MCRT Florida Construction, LLC, a Florida limited liability company, as
the Contractor under that certain Notice of Commencement (the "NOC") recorded January 23,
2024 in Official Records Book 34063, Page 2995, of the Public Records of Miami -Dade County,
Florida, covering all/or a portion of the property described in the foregoing Amended Declaration
does hereby acknowledge and consent that the terms of the Amended Declaration are and shall be
binding upon the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
2025.
STATE OF
COUNTY OF
MCRT Florida Construction, LLC, a Florida
limited liability company
By:
Name:
Title:
Address: 4855 Technology Way, Suite 400,
Boca Raton, Florida 33431
The foregoing instrument was acknowledged before me by means of [ ] physical presence
OR [ ] online notarization, this day of , 2025, by as
of MCRT Florida Construction, LLC, a Florida limited liability company, [ ]
Personally Known to me or [ ] Produced Identification.
Type of Identification Produced
ACTIVE 698688724v3
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
Rev. 7/2020