HomeMy WebLinkAbout24658AGREEMENT INFORMATION
AGREEMENT NUMBER
24658
NAME/TYPE OF AGREEMENT
THREE ROUND TOWER A, LLC, THREE ROUND TOWERS B &
C, LLC, BRISAS DEL ESTE APARTMENTS, LLC & BRISAS DEL
ESTE PHASE TWO, LLC
DESCRIPTION
2ND AMENDED & RESTATED ACCESS, AMENITIES &
PARKING AGREEMENT & EASEMENT/NEW PARKING
GARAGE/MATTER ID: 23-1579/#61
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
11/14/2023
DATE RECEIVED FROM ISSUING
DEPT.
11/17/2023
NOTE
DOCUSIGN AGREEMENT BY EMAIL
AnnCITY OF MIAMI
DOCUMENT ROUTING FORM a,4W56
ORIGINATING DEPARTMENT: Housing and Community Development
DEPT. CONTACT PERSON: Maria T. Ason EXT. 1971
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Brisas del Este Apartments, LLC & Brisas
del Este Phase Two. LLC
IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO
TOTAL CONTRACT AMOUNT: $ o FUNDING INVOLVED? ❑ YES ® NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
El EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
El PW_ CHASE OR SALE AGREEMENT
OTHER: (PLEASE SPECIFY) Second Amended and Restated Access, Amenities and Parking Agreement and Easement
PURPOSE OF ITEM (BRIEF SUMMARY): Since the Brisas del Este Apts includes the new parkins garage, all properties
contained -in -the -campus will have -access -to -it as well_as-other_amenities shared_by the_other_pro-jects._ The_projects_are Three____.
Round Tower A. B and C. Brisas del Este Apts. and Brisas del Este Phase Two.
COMMISSION APPROVAL DATE: / / FILE ID: N/A ENACTMENT NO.:
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: Loan Committee approval
4/16/21
ORINIA TION
Date
�
(
PLEAS JT ND SIGN
ASE
APPROVAL BY DEPARTMENTAL DIRECTOR
h
George Mensa / 1
\ I
SIGNATURE: t� '
uran
/
SUBMITTED TO RISK MANAGEMENT
jjj
;U .
Ann -Marie Sharpe \!
SIGNATURE:
TO CITY ATTORNEY
9J� �---
! / 23
Dto4ia3M.sendle .SUBMITTED
SIGNATURE:
APPROVAL BY ASSISTANT CITY MANAGER
t ( / j''23
PRINT: Larry Spr- .b
SIGNATURE:
RECEIVED BY CITY MANAGER
Iiif.3
Art Noriega
SIGNATURE:
1) ONE ORIGINAL TO CITY CLERK,
2) ONE COPY TO CITY ATTORNEY'S OFFICE,
3) REMAINING ORIGINAL(S). TO ORIGINATING
DEPARTMENT
( (0(�
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
This Instrument was prepared by and
after recording return to:
Marc J. Sternbaum, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler St., Suite 2200
Miami, Florida 33130
SECOND AMENDED AND RESTATED
ACCESS, AMENITIES AND PARKING AGREEMENT AND EASEMENT
This Second Amended and Restated Access, Amenities and Parking Agreement and
Easement (the "Agreement") is made and entered into as of the day of , 2023 by
and between:
THREE ROUND TOWER A, LLC, a Florida limited liability company ("Phase A
Owner"),
THREE ROUND TOWERS B AND C, LLC, a Florida limited liability company ("Phase
B&C Owner"),
BRISAS DEL ESTE APARTMENTS, LLC, a Florida limited liability company ("Brisas
One Owner"), and
BRISAS DEL ESTE PHASE TWO, LLC, a Florida limited liability company ("Brisas Two
Owner")
(collectively, the "Parties), each having its principal office located at 2850 Tigertail Avenue, Suite
800, Miami, Florida 33133.
RECITALS
A. Phase A Owner, Phase B&C Owner and Brisas One Owner entered into that certain
Access, Amenities and Parking Agreement and Easement dated as of October 16, 2017
and recorded in Official Records Book 30720, Page 2455, of the Public Records of
Miami -Dade County, Florida (the "Original Easement").
B. Following the date of the recording of the Original Easement, Phase B&C Owner and
Brisas One Owner agreed to reconfigure the boundaries of the various properties in
which they hold their respective leasehold estates, and the Brisas Two Owner has
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acquired a leasehold estate in a portion of the property formerly identified as being
under the respective control of Phase B&C Owner and Brisas One Owner. In
connection with the events described in this Recital B, Phase A Owner, Phase B&C
Owner, Brisas One Owner and Brisas Two Owner entered into that certain Amended
and Restated Access, Amenities and Parking Agreement and Easement dated as of
August 11, 2020, and recorded in Official Records Book 32053, Page 1214, of the
Public Records of Miami -Dade County, Florida (the "First Easement Amendment").
C. Phase A Owner is the owner of a leasehold interest in the property legally described on
Exhibit "A" attached hereto and made a part hereof (the "Phase A Property") pursuant
to that certain lease by and between Miami -Dade County, a political subdivision of the
State of Florida (the "County") as lessor, and Phase A Owner, as lessee, as evidenced
by that certain Memorandum of Lease recorded in Official Records Book 30720, Page
2450 of the Public Records of Miami -Dade County, Florida, as amended by that certain
First Amendment to Memorandum of Ground Lease recorded in official Records Book
32051, Page 2940 of the Public Records of Miami -Dade County, Florida. There is an
existing community center (the "Existing Center") on the Phase A Property, which
Existing Center has been or will be demolished.
D. Phase B&C Owner is the owner of a leasehold interest in the property legally described
on Exhibit `B" attached hereto and made a part hereof (the "Phase B&C Property")
pursuant to that certain lease by and between the County, as lessor, and Phase B&C
Owner, as lessee, as evidenced by that certain Memorandum of Ground Lease recorded
in Official Records Book 32053, Page 1178 of the Public Records of Miami -Dade
County, Florida.
E. Brisas One Owner is the owner of a leasehold interest in the property legally described
on Exhibit "C" attached hereto and made a part hereof (the "Brisas One Property")
pursuant to that certain lease by and between the County, as lessor, and Brisas One
Owner, as lessee, as evidenced by that certain Memorandum of Lease recorded in
Official Records Book 32053, Page 1188 of the Public Records of Miami -Dade
County, Florida, as amended by that certain Amendment to Memorandum of Ground
Lease recorded in Official Records Book 32668, Page 624 of the Public Records of
Miami -Dade County, Florida, as further amended by that certain Second Amendment
to Memorandum of Ground Lease recorded in Official Records Book 32866, Page 4982
of the Public Records of Miami -Dade County, Florida. A new community center (the
"Center") is being constructed on the Brisas One Property.
F. Brisas Two Owner is the owner of a leasehold interest in the property legally described
on Exhibit "D" attached hereto and made a part hereof (the "Brisas Two Property", and
together with the Phase A Property, the Phase B&C Property, the Brisas One Property
and the Brisas Three Property (as hereinafter defined), collectively, the "Properties",
and each, individually, a "Property") pursuant to that certain lease by and between the
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County, as lessor, and Brisas Two Owner, as lessee, as evidenced by that certain
Memorandum of Ground Lease recorded in Official Records Book 32053, Page 1183
of the Public Records of Miami -Dade County, Florida.
G. For good and valuable consideration, each of the Parties has agreed to amend and
restate the Original Easement, as amended by the First Easement Amendment, in its
entirety, so as to grant to the others as an appurtenance to their respective properties,
the non-exclusive easements described herein for access, ingress and egress, use of the
paved areas, parking spaces, open space and certain tenant amenities on their respective
properties and any necessary utility connections.
AGREEMENT
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:
1. Recitals. The above recitalsare true and correct and by this reference are incorporated as
if fully set forth herein.
2. Phase A Access, Utilities, Parking and Amenities Easement. Phase A Owner hereby grants
to Phase B&C Owner, Brisas One Owner, and Brisas Two Owner, for their respective use and
benefit, and the use and benefit of their successors and assigns who acquire an interest in their
properties, and their tenants, agents, employees, customers and invitees, a non-exclusive easement
(i) for vehicular and pedestrian ingress and egress over, across and through the driveways and
sidewalks constructed from time to time within the Phase A Property, (ii) for the purpose of access
and connection to public or private utilities that do not have direct connections to the Phase B&C
Property, the Brisas One Property, or the Brisas Two Property, as applicable, (iii) for the use and
enjoyment of the exterior recreational amenities constructed on the Phase A Property now or in
the future, including but not limited to car care areas, playgrounds, and similar exterior amenities
(collectively, the "Recreational Facilities") which are located on the Phase A Property from time
to time and (iv) for parking on surface spaces, if any.
3. Phase B&C Access, Utilities, Parking and Amenities Easement. Phase B&C Owner hereby
grants to Phase A Owner, Brisas One Owner, and Brisas Two Owner, for their respective use and
benefit, and the use and benefit of their successors and assigns who acquire an interest in their
properties, and their tenants, agents, employees, customers and invitees, a non-exclusive easement
(i) for vehicular and pedestrian ingress and egress over, across and through the driveways and
sidewalks constructed from time to time within the Phase B&C Property, (ii) for the purpose of
access and connection to public or private utilities that do not have direct connections to the Phase
A Property, the Brisas One Property, or the Brisas Two Property, as applicable, (iii) for the use
and enjoyment of the exterior recreational amenities constructed on the Phase B&C Property now
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or in the future, including but not limited to all Recreational Facilities which are located on the
Phase B&C Property from time to time and (iv) for parking on surface spaces, if any.
4. Brisas One Access, Utilities, Parking and Amenities Easement. Brisas One Owner hereby
grants to Phase A Owner, Phase B&C Owner, and Brisas Two Owner, for their respective use and
benefit, and the use and benefit of their successors and assigns who acquire an interest in their
properties, and their tenants, agents, employees, customers and invitees, a non-exclusive easement
(i) for vehicular and pedestrian ingress and egress over, across and through the driveways and
sidewalks constructed from time to time within the Brisas One Property, (ii) for the purpose of
access and connection to public or private utilities that do not have direct connections to the Phase
A Property, the Phase B&C Property, or the Brisas Two Property, as applicable, (iii) for the use
and enjoyment of the exterior recreational amenities constructed on the Brisas One Property now
or in the future, including but not limited to all Recreational Facilities which are located on the
Brisas One Property from time to time and (iv) for parking on surface spaces, if any. Brisas One
Owner also hereby reserves for its own use and benefit, and grants to Phase A Owner, Phase B&C
Owner, and Brisas Two Owner, for their use and benefit, and the use and benefit of their successors
and assigns and their tenants, agents, employees, customers and invitees, a non-exclusive easement
for the right to access, use and enjoyment of the Center.
5. Brisas Two Access, Utilities, Parking and Amenities Easement. Brisas Two Owner hereby
grants to Phase A Owner, Phase B&C Owner, and Brisas One Owner, for their respective use and
benefit, and the use and benefit of their successors and assigns who acquire an interest in their
properties, and their tenants, agents, employees, customers and invitees, a non-exclusive easement
(i) for vehicular and pedestrian ingress and egress over, across and through the driveways and
sidewalks constructed from time to time within the Brisas Two Property, (ii) for the purpose of
access and connection to public or private utilities that do not have direct connections to the Phase
A Property, the Phase B&C Property, or the Brisas One Property, as applicable, (iii) for the use
and enjoyment of the exterior recreational amenities constructed on the Brisas Two Property now
or in the future, including but not limited to all Recreational Facilities which are located on the
Brisas Two Property from time to time and (iv) for parking on surface spaces, if any.
6. Maintenance. Each of the Parties agrees to maintain the driveways, sidewalks, parking
spaces and exterior Recreational Facilities within its respective Property for the joint use thereof
by the Parties hereto, in working condition and free of material defects, subject to occasional
interruption of service due to (i) ordinary wear and tear and use thereof, (ii) routine or extraordinary
maintenance or (iii) events beyond the granting Parry's reasonable control. Each of the granting
Parties shall have the right to perform all such maintenance and repairs itself through its
management company, or to select the contractor(s) of its choice in connection with all aspects of
maintenance, repair and operation of its driveways, sidewalks, parking spaces and Recreational
Facilities. No Party shall be obligated to pay for the use or maintenance of the other's driveways,
sidewalks, parking spaces or Recreational Facilities, except to the extent any such maintenance is
necessitated by the negligent or intentional act or omission of the benefitted Party. In no event
shall a party have access to the other's interior facilities such as computer labs, tenant meeting
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rooms or exercise facilities pursuant to the easements created hereby, other than with regard to the
Center. With respect to the maintenance obligations in connection with the Center, Phase A
Owner, Phase B&C Owner, Brisas One Owner and Brisas Two Owner shall share the cost of such
maintenance and repair proportionally, based on the number of project -based, subsidized units on
each respective Property. Notwithstanding anything in the immediately preceding sentence to the
contrary, if, subsequent to the effective date of this Agreement, Phase A Owner and an affiliate of
Phase A Owner ("Brisas Three Owner") agree to reconfigure the boundaries of the Phase A
Property and divide the Phase A Property into two (2) separate leasehold estates, one of which will
continue to be owned by Phase A Owner, and the other of which will be owned by Brisas Three
Owner (the "Brisas Three Property"), the respective share of the cost of the maintenance
obligations in connection with the Center shall be re -calculated at such time, and Phase A Owner,
Phase B&C Owner, Brisas One Owner, Brisas Two Owner and Brisas Three Owner shall share
the cost of such maintenance and repair proportionally, based on the number of project -based,
subsidized units on each respective Property.
7. Exercise of Utility Easements. With regard to the respective grants of easement rights for
the purpose of access and connection to public or private utilities that do not have direct
connections to the property owned by a Party, no Party shall exercise such rights in any way that
will disturb any buildings, structures or other permanent improvements on the other Party's
property or otherwise unduly interfere with the other Party's use and enjoyment of its own
property. Any temporary disturbance of the surface required to install utility equipment shall be
promptly repaired by the Party causing such disturbance, at its own expense.
8. Indemnity. Each of the Parties hereto agrees to indemnify the other and hold it harmless
from and against any and all loss, cost, expense, claims or damages suffered by a Party as a result
of the negligent or willful act or omission of the other, its employees, agents and contractors, as a
result of the exercise of the rights and obligations of the Parties under this Agreement, except for
any such liability, loss, damage, cost or expense as may arise in whole or in part from the acts of
the Party seeking indemnification. Each Party shall obtain and maintain commercial general
liability insurance which provides coverage for acts occurring not only on its own property but
also on the property of the other Party in connection with the exercise of any of the easement rights
granted herein. Further, each of the Parties hereto agrees to indemnify the other and hold it
harmless from and against any and all loss, cost, expense, claims or damages arising from any
construction liens placed on a Party's property by any subcontractors or materialmen providing
services or materials to the other Party.
9. Successors and Assigns. This Agreement shall bind, and the benefit thereof shall inure to,
the respective successors and assigns of the Parties hereto.
10. No Public Dedication. Nothing contained in this Agreement shall, in any way, be deemed
or constituted a gift of or dedication of any portion of any lands described herein to the general
public or for the benefit of the general public whatsoever, it being the intention of the Parties hereto
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that this Agreement shall be limited to and utilized for the purposes expressed herein and only for
the benefit of the persons herein named.
11. Remedies. Upon a default by any Party hereto the non -defaulting Party shall have any and
all remedies available at law or in equity; provided, however, that no Party shall have the right to
invoke any equitable remedy which would deny another Party physical access to its property.
12. Enforcement. In the event it becomes necessary for any Party including the holder of any
mortgage lien to defend or institute legal proceedings as a result of the failure of either Party to
comply with the terms, covenants and conditions of this Agreement, the prevailing Party in such
litigation shall recover from the other Party all costs and expenses incurred or expended in
connection therewith, including, without limitation, reasonable attorneys' fees and costs, at all
levels.
13. Notices to Mortgagees. Each of the Parties agrees to furnish duplicate copies of any notices
of default delivered to the other, to the holder of any mortgage lien encumbering their respective
properties, provided that the identity and address of such mortgagees have been made known to
the Party sending any such notice.
14. Amendment. The Parties hereto agree that this Agreement may not be amended, released
or terminated without the prior written consent of the holder of any mortgage encumbering the
property to be affected by such amendment and approval by the County.
15. Third Party Beneficiary. So long as any mortgage loan remains outstanding with respect
to the Phase A Property, the Phase B&C Property, the Brisas One Property, or the Brisas Two
Property, or any amounts are owed to the holder(s) of such mortgages, such holder(s) shall be
deemed an intended third -party beneficiary hereof and entitled to enforce the provisions hereof.
16. No Partnership. None of the terms or provisions of this Agreement shall be deemed to
create a partnership between or among the Parties in their respective businesses or otherwise, nor
shall it cause them to be considered joint venturers or members of any joint enterprise. Each Party
shall be considered a separate owner, and no Party shall have the right to act as an agent for another
Party, unless expressly authorized to do so in this Agreement.
17. Interpretation. No provision of this Agreement will be interpreted in favor of, or against,
either of the Parties hereto by reason of the extent to which any such Party or its counsel
participated in the drafting thereof or by reason of the extent to which any such provision is
inconsistent with any prior draft hereof or thereof.
18. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which, taken together, shall constitute a single
document.
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19. Notices. All notices, demands, requests or other communications required or permitted to
be given hereunder shall be deemed delivered and received upon actual receipt or refusal to receive
same, and shall be made by United States certified or registered mail, return receipt requested, by
nationally recognized overnight courier service such as Federal Express, or by hand delivery, and
shall be addressed to the respective Parties at the addresses set forth in the preamble to this
Agreement.
20. Entire Agreement. This Agreement constitutes the entire agreement between the Parties
hereto relating in any manner to the subject matter of this Agreement. No prior agreement or
understanding pertaining to same shall be valid or of any force or effect, and the covenants and
agreements herein contained cannot be altered, changed or supplemented except in writing and
signed by the Parties hereto.
21. Severability. If any clause or provision of this Agreement is deemed illegal, invalid or
unenforceable under present or future laws effective during the term hereof, then the validity of
the remainder of this Agreement shall not be affected thereby and shall be legal, valid and
enforceable.
22. Venue; Jurisdiction. This Agreement shall be governed and construed in all respects in
accordance with the laws of the State of Florida, without regard to its conflicts of laws provisions.
Further, all Parties hereto agree to avail themselves of and submit to the personal jurisdiction of
the Courts of the State of Florida in Miami -Dade County.
23. Amendment and Restatement. This Agreement amends and restates the Original
Easement, as amended by the First Easement Amendment in its entirety.
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[INTENTIONALLY LEFT BLANK]
7
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of
the date and year first set forth above.
Witnesses: PHASE A OWNER:
THREE ROUND TOWER A, LLC, a Florida limited
liability company
By: Three Round Tower A Manager, LLC, a Florida
liability company, its manager
Print: - "if i sOr }rc ��ket-,1•Z
4011
Print: Nevi -Apr, 1.-f i'
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
By: '1L0,7
Tony Del Pozzo, Vice President
The foregoing instrument was acknowledged before me this 11 day of eic\- J & 2023
by [check one] 00 means of physical presence or ( ) online notarization, by Tony Del Pozzo, as
Vice President o Three Round Tower A Manager, LLC, a Florida limited liability company, the
manager of Three Round Tower A, LLC, a Florida limited liability company, on behalf of the
companies.
Personally Known
OR Produced Identification
Type of Identification Produced:
#11029624 v4
30364-1146
Print or Stamp Name:
3azvo2
Notary Public, State of Florida
Commission No.:
My Commission Expires:
SyrPN Notary Public State of Florida
Jazzine Ckiara Herrera
r My Commission GG 945317
Of 01, xpues
8
Witnesses: PHASE B&C OWNER:
Print: 1-ic-Arti-tuA tice a,,
44, A, lye
Print: /041C.,
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
THREE ROUND TOWERS B and C, LLC, a
Florida limited liability company
By: Three Round Towers B and C Manager,
LLC, a Florida liability company, its manager
By:
19z
Tony Del Pozzo, Vice President
The foregoing instrument was acknowledged before me this tr day of Or-abe{,
2023, by [check one] ()() means of physical presence or ( ) online notarization, by Tony Del
Pozzo, as Vice President of Three Round Towers B and C Manager, LLC, a Florida limited
liability company, the manager of Three Round Towers B and C, LLC, a Florida limited liability
company, on behalf of the companies.
Personally Known )(
OR Produced Identification
Type of Identification Produced:
#11029624 v4
30364-1146
Print or Stamp Name:
Notary Public, State of Florida
Commission No.:
1Y1
,Od'r "4. Notary Public State of Florida
eY Jazzine Ckiara Herrera
5317
OVA. • Expires 01/08/2024
My Commission Expires:
9
Witnesses: BRISAS ONE OWNER:
Print: ;-ir`f c ek
Print:
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
BRISAS DEL ESTE APARTMENTS, LLC, a
Florida limited liability company
By: Brisas del Este Apartments Manager, LLC, a
Florida liability company, its manager
By:
1C)J7Y
Tony Del Pozzo, Vice President
The foregoing instrument was acknowledged before me this \1 day of OCR%
2023, by [check one] (X) means of physical presence or ( ) online notarization, by Tony Del
Pozzo, Vice President of Brisas del Este Apartments Manager, LLC, a Florida limited liability
company, the manager of Brisas del Este Apai tiilents, LLC, a Florida limited liability company,
on behalf of the companies.
Personally Known
OR Produced Identification
Type of Identification Produced:
#11029624 v4
30364-1146
Print or Stamp Name: 7512,
Notary Public, State of Florida
Commission No.:
My Commission Expires:
o,►"r Pric Notary Public State of Florida
Janine Ckiara Herrera
My Commission GG 945317
10
a/ 0.. xperes
Witnesses: BRISAS TWO OWNER:
Print: 1• fr,'cin kl5k 3
Print: M'%ti,, LerAer
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
BRISAS DEL ESTE PHASE TWO, LLC, a Florida
limited liability company
By: Brisas del Este Phase Two Manager, LLC, a
Florida liability company, its manager
By:
(1./
Tony Del Pozzo, Vice President
The foregoing instrument was acknowledged before me this 11 day of j( )O j ,
2023, by [check one] (K) means of physical presence or ( ) online notarization, by Tony Del
Pozzo, Vice President of Brisas del Este Phase Two Manager, LLC, a Florida limited liability
company, the manager of Brisas del Este Phase Two, LLC, a Florida limited liability company,
on behalf of the companies.
Personally Known
OR Produced Identification
Type of Identification Produced:
#11029624 v4
30364-1146
Print or Stamp Name:
Notary Public, State of Florida
Commission No.:
My Commission Expires:
11
v 004 Notary Public State of Florida
Jazzine Ckiara Herrera
r MyCommission G945317
p, Expires01/08/2024
JOINDER BY MORTGAGEE
(Three Round Tower A — First Mortgagee)
The undersigned, the holder of that certain Multi -Family Leasehold Mortgage, Assignment of
Leases and Rents, Security Agreement and Fixture Filing dated August 10, 2020, by Three Round
Tower A, LLC, a Florida limited liability company, as mortgagor, in favor of Truist Bank, a North
Carolina banking corporation, as mortgagee, recorded on August 24, 2020, in Official Records
Book 32064, Page 4923 of the Public Records of Miami -Dade County, Florida, as assigned to
Fannie Mae, a corporation organized under the laws of the United States of America, by
Assignment of Mortgage dated as of August 10, 2020, and recorded August 24, 2020 in Official
Records Book 32064, Page 4960 of the Public Records of Miami -Dade County, Florida, covering
all/or a portion of the property described in the foregoing Agreement does hereby acknowledge
that the terms of the Agreement shall be binding upon the undersigned and its successors in title.
Witnesses: MORTGAGEE:
Print Name:
Print Name:
STATE OF
COUNTY OF
) SS:
FANNIE MAE, a corporation organized and
existing under the laws of the United States of
America
By:
Name:
Title:
The foregoing instrument was acknowledged before me by means of [ ] physical presence
or [ ] online notarization, this day of , 2023, by , as
of Fannie Mae, a corporation organized and existing under the laws of the United
States of America, on behalf of said entity.
Personally Known OR Produced Identification
Type of Identification Produced:
#11029624 v4
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Notary Public, State of
Commission No.:
My Commission Expires:
12
JOINDER BY MORTGAGEE
(Brisas del Este — First Mortgagee)
(Brisas del Este Phase Two — First Mortgagee)
The undersigned, holder of (i) that certain Leasehold Mortgage, Assignment of Rents, Security Agreement
and Fixture Filing dated November 19, 2021, by Brisas Del Este Apartments, LLC, a Florida limited
liability company, as mortgagor, in favor of the Housing Finance Authority of Miami -Dade County,
Florida, as mortgagee, recorded on November 23, 2021, in Official Records Book 32867, Page 151, as
assigned to The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent, by Assignment of
Leasehold Mortgage and Collateral Loan Documents dated as of November 19, 2021, and recorded
November 23, 2021 in Official Records Book 32867, Page 204; and (ii) that certain Amended and Restated
Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing
Statement dated December 16, 2022, by Brisas Del Este Phase Two, LLC, a Florida limited liability
company, as mortgagor, in favor of The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent,
as mortgagee, recorded December 20, 2022 in Official Records Book 33511, Page 3718, all of the Public
Records of Miami -Dade County, Florida, covering all/or a portion of the property described in the foregoing
Agreement does hereby acknowledge that the terms of the Agreement shall be binding upon the undersigned
and its successors in title.
WITNESSES: MORTGAGEE:
Print Name:
Print Name:
STATE OF
COUNTY OF
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:
Name:
Title:
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online
notarization, this day of , 2023, by , as
of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. He/She ❑ is personally known to
me or El has produced as identification.
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Notary Public, State of Florida
Commission No.:
My Commission Expires:
13
JOINDER BY MORTGAGEE
(Three Round Towers B and C — First Mortgagee)
The undersigned, as holder of that certain Multifamily Leasehold Mortgage, Assignment of Rents,
Security Agreement and Fixture Filing (Florida) dated as of August 1, 2020, by Three Round
Towers B and C, LLC, a Florida limited liability company, as mortgagor, in favor of the Housing
Finance Authority of Miami -Dade County, Florida, as mortgagee, recorded on August 17, 2020,
in Official Records Book 32053, Page 1286 of the Public Records of Miami -Dade County, Florida,
as assigned to Citibank, N.A., a national banking association, by Assignment of Mortgage and
Loan Documents dated as of August 1, 2020, and recorded August 17, 2020 in Official Records
Book 32053, Page 1358 of the Public Records of Miami -Dade County, Florida, covering all/or a
portion of the property described in the foregoing Agreement does hereby acknowledge that the
terms of the Agreement shall be binding upon the undersigned and its successors in title.
WITNESSES: MORTGAGEE:
Print Name:
CITIBANK, N.A., a national banking association
By:
Barry Krinsky, Vice President
Print Name: Deal ID No. 22646
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notarization, this day of , 2023, by Barry Krinsky, as Vice
President of CITIBANK, N.A., a national banking association. He ❑ is personally known to me
or 0 has produced as identification.
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Notary Public, State of Florida
Commission No.:
My Commission Expires:
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JOINDER BY MORTGAGEE
(Brisas del Este — Second Mortgagee)
(Brisas del Este Phase Two — Second Mortgagee)
The undersigned, holder of (i) that certain Leasehold Mortgage and Security Agreement dated November
19, 2021, by Brisas Del Este Apartments, LLC, a Florida limited liability company, as mortgagor, in favor
of the Florida Housing Finance Corporation, as mortgagee, recorded on November 23, 2021, in Official
Records Book 32867, Page 249; and (ii) that certain Leasehold Mortgage and Security Agreement dated
August 11, 2020, by Brisas Del Este Phase Two, LLC, a Florida limited liability company, as mortgagor,
in favor of the Florida Housing Finance Corporation, as mortgagee, recorded August 21, 2020 in Official
Records Book 32063, Page 3292, all of the Public Records of Miami -Dade County, Florida, covering all/or
a portion of the property described in the foregoing Agreement does hereby acknowledge that the terms of
the Agreement shall be binding upon the undersigned and its successors in title.
WITNESSES: MORTGAGEE:
Print Name:
Print Name: -
STATE OF
COUNTY OF
FLORIDA HOUSING FINANCE CORPORATION
By:
Name:
Title:
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online
notarization, this day of , 2023, by , as
of FLORIDA HOUSING FINANCE CORPORATION. He/She 0 is personally known to me or 0 has
produced as identification.
#11029624 v4
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Notary Public, State of Florida
Commission No.:
My Commission Expires:
15
JOINDER BY MORTGAGEE
(Three Round Towers B and C — Second Mortgagee)
(Brisas Del Este — Third Mortgagee)
(Brisas Del Este Phase Two — Fourth Mortgagee)
The undersigned, holder of (i) that certain Leasehold Mortgage and Security Agreement and Assignment of
Leases, Rents and Profits dated August 11, 2020, by Three Round Towers B and C, LLC, a Florida limited
liability company, as mortgagor, in favor of the Miami -Dade County, as mortgagee, recorded on August 21,
2020, in Official Records Book 32061, Page 346, as affected by Global Modification and Amendment to Miami -
Dade County Surtax Loan Documents recorded on February 4, 2021 in Official Records Book 32333, Page 2466;
(ii) that certain Leasehold Mortgage and Security Agreement and Assigmnent of Leases, Rents and Profits dated
November 19, 2021, by Brisas Del Este Apartments, LLC, a Florida limited liability company, as mortgagor, in
favor of Miami -Dade County, as mortgagee, recorded November 23, 2021 in Official Records Book 32867, Page
369; and (iii) that certain Leasehold Mortgage and Security Agreement and Assignment of Leases, Rents and
Profits dated August 11, 2020, by Brisas Del Este Phase Two, LLC, a Florida limited liability company, as
mortgagor, in favor of Miami -Dade County, as mortgagee, recorded August 26, 2020 in Official Records Book
32069, Page 2273, all of the Public Records of Miami -Dade County, Florida, covering all/or a portion of the
property described in the foregoing Agreement does hereby acknowledge that the terms of the Agreement shall
be binding upon the undersigned and its successors in title.
WITNESSES:
Print Name:
Print Name:
Approved as to form and legal sufficiency:
Terrence A. Smith
Assistant County Attorney
MORTGAGEE:
MIAMI-DADE COUNTY, FLORIDA, a political
subdivision of the State of Florida
By:
Name:
Title:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of [ ] physical
appearance or [ ] audio visual means, this day of , 2023, by
as of MIAMI-DADE COUNTY, a political subdivision of the State of Florida.
He/She ❑ is personally known to me or ❑ has produced as
identification.
#11029624 v4
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Notary Public, State of Florida
Commission No.:
My Commission Expires:
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JOINDER BY MORTGAGEE
(Brisas Del Este — Fourth Mortgagee)
(Brisas Del Este Phase Two — Third Mortgagee)
The undersigned, holder of (i) that certain Leasehold Mortgage and Security Agreement dated November
18, 2021, by Brisas Del Este Apartments, LLC, a Florida limited liability company, as mortgagor, in favor
of the City of Miami, as mortgagee, recorded November 23, 2021 in Official Records Book 32867, Page
476; and (ii) that certain Leasehold Mortgage and Security Agreement dated August 11, 2020, by Brisas
Del Este Phase Two, LLC, a Florida limited liability company, as mortgagor, in favor of the City of Miami,
as mortgagee, recorded August 26, 2020 in Official Records Book 32069, Page 2196, all of the Public
Records of Miami -Dade County, Florida, covering all/or a portion of the property described in the foregoing
Agreement does hereby acknowledge that the terms of the Agreement shall be binding upon the undersigned
and its successors in title.
ES:
Print Name: 10ec
ci
Print Name: / 4t? 2'4T. -So+1
Al"1FST:
Todd Hanno
City Clerk
STATE OF FLORIDA
COUNTY OF
MORTGAGEE:
CITY OF MIAMI, a municipal corporation of the State of
Florida
By:
Arthur Noriega V
City Manager
Approved as to form and legal sufficiency:
By:
1L�er Mendez
City Attorney R P 0. 23 ',1-7 %
The foregoing instrument was acknowledged before me by means of [-physical presence or [ ]
online notarization, this k day of OujtvAti, 2023 by Arthur Noriega V, as
C
of CITY OF MIAMI, a municipal corporation of the State of Florida.
He/She Ca' is personally known to me or 0 has produced as
identification
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ommission No.:
y Commission Expires:
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JOINDER BY MORTGAGEE
(Brisas Del Este — Fifth Mortgagee)
The undersigned, holder of that certain Leasehold Mortgage, Assignment of Rents, Security
Agreement and Fixture Filing (Breakage Fees) dated November 19, 2021, by Brisas Del Este
Apartments, LLC, a Florida limited liability company, as mortgagor, in favor of Barings
Affordable Housing Mortgage Fund III LLC, a Delaware limited liability company, as mortgagee,
recorded November 23, 2021 in Official Records Book 32867, Page 533 of the Public Records of
Miami -Dade County, Florida, covering all/or a portion of the property described in the foregoing
Agreement does hereby acknowledge that the terms of the Agreement shall be binding upon the
undersigned and its successors in title.
WITNESSES: MORTGAGEE:
Print Name:
Print Name:
STATE OF
COUNTY OF
BARINGS AFFORDABLE HOUSING
MORTGAGE FUND III LLC, a Delaware limited
liability company
By:
Print Name:
Title:
The foregoing instrument was acknowledged before me by means of [ ] physical presence
or [ ] online notarization, this day of , 2023 by , as
of BARINGS AFFORDABLE HOUSING MORTGAGE FUND
III LLC, a Delaware limited liability company. He/She ❑ is personally known to me or ❑ has
produced as identification
#11029624 v4
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Notary Public, State of
Commission No.:
My Commission Expires:
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CONSENT BY FEE OWNER
MIAMI-DADE COUNTY, a political subdivision of the State of Florida, as the owner of fee
simple title to the Phase A Property, the Phase B&C Property, the Brisas One Property, and the
Brisas Two Property, hereby consents to the foregoing Agreement and agrees to be bound thereby
upon the expiration or termination of any applicable ground lease of any of the Parties. Nothing
herein shall be deemed to alter the terms of any of the respective ground leases between the County
• and the respective Parties.
Attest: MIAMI-DADE COUNTY, a political
JUAN FERNANDEZ-BARQUIN, CLERK subdivision of the State of Florida
By:
Deputy Clerk By:
Name: Morris Copeland
Title: Chief Community Services Officer
Approved for legal sufficiency:
By:
Terrence A. Smith
Assistant County Attorney
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this
2023 by [check one] ( ) means of physical presence or ( ) online
Copeland, as Chief Community Services Officer of MIAMI-DADE
subdivision of the State of Florida. He is personally known to
as identification.
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day of
notarization by Morris
COUNTY, a political
me or has produced
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
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Exhibit "A"
Phase A - Legal Description
The South 360 feet of Tract "A" in FORMAN SUBDIVISION, according to the Plat thereof, as
recorded in Plat Book 90, Page 99, of the Public Records of Miami -Dade County, Florida.
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Exhibit "B"
Phase B&C - Legal Description
A portion of Tract "A" of "FORMAN SUBDIVISION", according to the Plat thereof, as recorded
in Plat Book 90, at Page 99, of the Public Records of Miami -Dade County, Florida, being more
particularly described as follows:
COMMENCE at the NE Corner of said Tract "A"; thence S87°55'01 "W along the North Boundary
Line of said Tract "A", for 178.42 feet to the Point of Beginning of the parcel of land hereinafter
described; thence S02°30'42"E for 241.00 feet; thence N87°55'01 "E along a line parallel with and
241 feet South of the North Boundary Line of said Tract "A", for 115.28 feet; thence S02°37'25"E
for 87.95 feet; thence S37°25'01"W for 95.77 feet; thence S03°16'42"E for 166.16 feet; thence
S42°3 1'43"E for 60.25 feet; thence S87°48'07"W for 228.50 feet; thence NO2°28'42"W along the
West Boundary Line of said Tract "A", for 615.28 feet to the NW Corner of said Tract A; thence
N87°55'01 "E along the North Boundary Line of said Tract "A", for 133.20 feet to the Point of
Beginning.
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Exhibit "C"
Brisas One Legal Description
A portion of Tract "A" of "FORMAN SUBDIVISION", according to the Plat thereof, as recorded
in Plat Book 90, at Page 99, of the Public Records of Miami -Dade County, Florida, being more
particularly described as follows:
BEGIN at the NE corner of said Tract "A"; thence S02°30'10"E along the East boundary line of
said Tract "A", said line also being the West Right of Way line of NW 18th Avenue, for 297.08
feet; thence S87°42'42"W for 17.28 feet to a Point of Curvature of a circular curve to the left,
concave to the Southeast; thence Southwesterly along the arc of said curve, having for its elements
a radius of 41.00 feet, a central angle of 50°17'42", for an arc distance of 35.99 feet to a Point of
Tangency; thence S37°25'01 "W for 21.88 feet; thence NO2°37'25"W for 87.95 feet; thence
S87°55'01 "W along a line parallel with and 241 feet South of the North boundary line of said Tract
"A", for 115.28 feet; thence NO2°30'42"W for 241.00 feet; thence N87°55'01 "E along the North
boundary line of said Tract "A", for 178.42 feet to the Point of Beginning.
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Exhibit "D"
Brisas Phase Two — Legal Description
A portion of Tract "A" of "FORMAN SUBDIVISION", according to the Plat thereof, as recorded
in Plat Book 90, at Page 99, of the Public Records of Miami -Dade County, Florida, being more
particularly described as follows:
COMMENCE at the NE Corner of said Tract "A"; thence S02°30'10"E along the East Boundary
Line of said Tract "A", said line also being the West Right of Way Line of NW 18th Avenue, for
297.08 feet to the POINT OF BEGINNING of the parcel of land hereinafter described; thence
continue S02°30'10"E along said East Boundary Line of Tract "A", also being the West Right of
Way Line of NW 18th Avenue, for 317.57 feet; thence S87°48'07"W for 83.37 feet; thence
N42°31'43 "W for 60.25 feet; thence NO3 ° 16'42"W for 166.16 feet; thence N37°25'01 "E for 117.65
feet to a Point of Curvature of a circular curve to the right, concave to the Southeast; thence
Northeasterly along the arc of said curve, having for its elements a radius of 41.00 feet, a central
angle of 50°17'42", for an arc distance of 35.99 feet to a Point of Tangency; thence N87°42'42"E
for 17.28 feet to the Point of Beginning.
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